-----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, aYZ7ey2F+UG/x9GQCSJouO+/R3buCkBbP3AQ6kQnmLq3e7wD+nWS6JFIQzV1byNN q/4H5FlVnN5qZ+UE0DWIfw== 0000897069-95-000002.txt : 19950608 0000897069-95-000002.hdr.sgml : 19950608 ACCESSION NUMBER: 0000897069-95-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 19950131 EFFECTIVENESS DATE: 19950219 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: 033-57521 FILM NUMBER: 95504263 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 FIRSTAR CORPORATION FORM S-8 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 39-0711710 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (Address of principal executive offices) (Zip Code) Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan First Colonial Bankshares Corporation 1988 Stock Option Plan (Full title of the plans) __________________________ Howard H. Hopwood III, Esq. Firstar Corporation 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 765-5977 (Name, address and telephone number, including area code, of agent for service) __________________________ CALCULATION OF REGISTRATION FEE Title of Amount Proposed Proposed Securities to be to be Maximum Maximum Amount of Registered Registered Offering Aggregate Registrat Price Offering ion Fee Per Share Price Common Stock, 1,073,283 $18.79(1) $20,166,988(1) $6,954.14 $1.25 par value shares Preferred Share 536,642 (2) (2) (2) Purchase Rights rights (1) Computed based upon the aggregate offering price divided by all outstanding options at various known exercise prices to arrive at an average known option price per share in accordance with Rule 457(h) under the Securities Act of 1933. (2) The value attributable to the Preferred Share Purchase Rights is reflected in the market price of the Common Stock to which the Rights are attached. _________________________________ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of this Form S-8 Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by Firstar Corporation (the "Company") are hereby incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1993, which includes certified financial statements as of and for the year ended December 31, 1993. 2. All other reports filed since December 31, 1993 by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. 3. The description of the Company's Common Stock contained in Item 1 of the Company's Registration Statement on Form 8-A, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Howard H. Hopwood III, Esq., Senior Vice President and General Counsel of the Company, has acted as legal counsel for the Company in connection with the registration of the Common Stock. Mr. Hopwood is a full-time employee of the Company and at December 31, 1994 beneficially owned 55,372 shares of Common Stock. Item 6. Indemnification of Directors and Officers. Pursuant to the Wisconsin Business Corporation Law, directors and officers of the Company are entitled to mandatory indemnification from the Company against certain liabilities and expenses (i) to the extent such officers or directors are successful in the defense of a proceeding and (ii) in proceedings in which the director or officer is not successful in defense thereof, unless it is determined that the director or officer breached or failed to perform his or her duties to the Company and such breach or failure constituted: (a) a willful failure to deal fairly with the Company or its shareholders in connection with a matter in which the director or officer had a material conflict of interest; (b) a violation of the criminal law unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (c) a transaction from which the director or officer derived an improper personal profit; or (d) willful misconduct. It should be noted that the Wisconsin Business Corporation Law specifically states that it is the public policy of Wisconsin to require or permit indemnification in connection with a proceeding involving securities regulation, as described therein, to the extent required or permitted as described above. Additionally, under the Wisconsin Business Corporation Law, directors of the Company are not subject to personal liability to the Company, its shareholders or any person asserting rights on behalf thereof for certain breaches or failures to perform any duty resulting solely from their status as directors except in circumstances paralleling those in subparagraphs (a) through (d) outlined above. The Company's By-Laws contain similar indemnification provisions as to directors and officers of the Company. In addition, the Company has entered into individual indemnity agreements with all of its current directors. The indemnity agreements are virtually identical in all substantive respects to the Company's By-Laws. Expenses for the defense of any action for which indemnification may be available may be advanced by the Company under certain circumstances. The Company maintains a liability insurance policy for officers and directors which extends to, among other things, liability arising under the Securities Act of 1933, as amended. In addition, the Company's Pension Plan and Thrift and Sharing Plan provide for indemnification of members of the plan committees and directors of the Company as follows: The Company shall indemnify each member of the Plan Committee and the Board and hold each of them harmless from the consequences of his acts or conduct in his official capacity, if he acted in good faith and in a manner he reasonably believed to be solely in the best interests of the Participants and their Beneficiaries, and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. Such indemnification shall cover any and all attorneys' fees and expenses, judgments, fines and amounts paid in settlement, but only to the extent such amounts are not paid to such person(s) under the Company's fiduciary insurance policy and to the extent that such amounts are actually and reasonably incurred by such person(s). Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. The following exhibits have been filed (except where otherwise indicated) as part of this Registration Statement: Exhibit No. Exhibit (4.1) Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.2) GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.3) First Colonial Bankshares Corporation 1988 Stock Option Plan, as amended (Incorporated by reference to Exhibit 10(h) to First Colonial's (File No. 0-13404) Annual Report on Form 10-K for the year ended December 31, 1992) (4.4) Amendment to the First Colonial Bankshares Corporation 1988 Stock Option Plan, as amended (4.5) First Amendment to the Hi-Bancorp, Inc. Employees' Combined Incentive and Non- Statutory Stock Option and Stock Appreciation Rights Plan (4.6) First Amendment to the GNP Bancorp, Inc. Employees' Combined Incentive and Non- Statutory Stock Option and Stock Appreciation Rights Plan (4.7) Form of Amendment and Restated Incentive Option Agreement for use in connection with the Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.8) Form of Amendment and Restated Incentive Stock Option Agreement for use in connection with the GNP Bancorp, Inc. Employees' Combined Incentive and Non- Statutory Stock Option and Stock Appreciation Rights Plan (4.9) Form of Conversion Agreement to the GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.10) Form of Conversion Agreement to the Hi- Bancorp Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (5) Opinion of Howard H. Hopwood III, Esq. (23.1) Consent of KPMG Peat Marwick LLP (23.2) Consent of Howard H. Hopwood III, Esq. (contained in Exhibit 5 hereto) (24) Powers of Attorney Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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, State of Wisconsin, on January 31, 1995. FIRSTAR CORPORATION By: /s/ 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 below by the following persons in the capacities and on the dates indicated. Signatures Title Date /s/Roger L. Fitzsimonds Chairman of the Board, January 31, 1995 Roger L. Fitzsimonds Chief Executive Officer and Director (principal executive officer) /s/John A. Becker * President and Director January 31, 1995 John A. Becker /s/William H. Risch * Senior Vice President- January 31, 1995 William H. Risch Finance and Treasurer (principal accounting and financial officer) /s/Robert C. Buchanan * Director January 31, 1995 Robert C. Buchanan /s/Michael E. Batten * Director January 31, 1995 Michael E. Batten /s/George M. Chester, Jr. * Director January 31, 1995 George M. Chester, Jr. /s/Roger H. Derusha * Director January 31, 1995 Roger H. Derusha /s/James L. Forbes * Director January 31, 1995 James L. Forbes /s/Holmes Foster * Director January 31, 1995 Holmes Foster /s/Joseph F. Heil, Jr. * Director January 31, 1995 Joseph F. Heil, Jr. /s/John H. Hendee * Director January 31, 1995 John H. Hendee /s/Jerry M. Hiegel * Director January 31, 1995 Jerry M. Hiegel /s/Joe Hladky * Director January 31, 1995 Joe Hladky /s/James H. Keyes * Director January 31, 1995 James H. Keyes /s/Sheldon B. Lubar * Director January 31, 1995 Sheldon B. Lubar /s/Daniel F. McKeithan, Jr. * Director January 31, 1995 Daniel F. McKeithan, Jr. /s/George W. Mead, II * Director January 31, 1995 George W. Mead, II /s/Guy A. Osborn * Director January 31, 1995 Guy A. Osborn /s/Judith D. Pyle * Director January 31, 1995 Judith D. Pyle /s/Clifford V. Smith, Jr. * Director January 31, 1995 Clifford V. Smith, Jr. /s/William W. Wirtz Director January 31, 1995 William W. Wirtz * By: /s/ William J. Schulz William J. Schulz Attorney-in-Fact _________________________ * Pursuant to authority granted by powers of attorney filed with the Registration Statement. EXHIBIT INDEX Exhibit No. Exhibit (4.1) Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.2) GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.3) First Colonial Bankshares Corporation 1988 Stock Option Plan, as amended (Incorporated by reference to Exhibit 10(h) to First Colonial's (File No. 0- 13404) Annual Report on Form 10-K for the year ended December 31, 1992) (4.4) Amendment to the First Colonial Bankshares Corporation 1988 Stock Option Plan, as amended (4.5) First Amendment to the Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.6) First Amendment to the GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.7) Form of Amendment and Restated Incentive Option Agreement for use in connection with the Hi-Bancorp, Inc. Employees' Combined Incentive and Non- Statutory Stock Option and Stock Appreciation Rights Plan (4.8) Form of Amendment and Restated Incentive Stock Option Agreement for use in connection with the GNP-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.9) Form of Conversion Agreement to the GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (4.10) Form of Conversion Agreement to the Hi-Bancorp Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (5) Opinion of Howard H. Hopwood III, Esq. (23.1) Consent of KPMG Peat Marwick LLP (23.2) Consent of Howard H. Hopwood III, Esq. (contained in Exhibit 5 hereto) (24) Powers of Attorney EX-4 2 EXHIBIT 4.1 - FIRSTAR CORPORATION HI-BANCORP, INC. EMPLOYEES' COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN ARTICLE I Purpose The purpose of the Plan is to provide additional incentive to certain Employees who are making and can continue to make substantial contributions to the success of the Company by providing them with an opportunity to acquire a proprietary interest in the Company through the grant and exercise of options to purchase shares of the Common Stock of the Company. It is the judgment of the Board that the acquisition of a proprietary interest in the Company and its Subsidiaries by certain Employees will increase their personal interest in its growth and progress, thereby promoting the interests of the Company and all its shareholders. The Company intends that the options granted pursuant to the Plan may be either "incentive stock options" within the meaning of that term in Section 422A of the Code and the treasury regulations promulgated thereunder, or options which do not qualify as incentive stock options ("Non-Statutory Stock Options"). ARTICLE II Definitions The following words and terms as used herein shall have that meaning set forth therefor in this Article, unless a different meaning is clearly required by the context. Whenever appropriate, words used in the singular shall be deemed to include the plural and vice versa, and the masculine gender shall be deemed to include the feminine gender. 2.1 Board shall mean the Board of Directors of the Company. 2.2 Code shall mean the Internal Revenue Code of 1986, as now in effect or as hereafter amended. 2.3 Committee shall mean the Stock Option Committee, if any, appointed by the Board in accordance with the provisions of Article IV to administer the Plan. 2.4 Common Stock shall mean the common stock, no par value, of the Company, and any other securities of the Company to the extent provided in Article IX. 2.5 Company shall mean Hi-Bancorp, Inc., an Illinois corporation, and any successor to it. 2.6 Disinterested Person shall mean any member of the Board, who at the time discretion under the Plan is exercised is not eligible, and who has not at any time for one year prior thereto been eligible for selection as a Grantee, under any plan of the Company or any of the affiliates (as that term is used in the Securities Exchange Act of 1934) of the Company entitling the participants therein to acquire stock, stock appreciation rights or stock options of the Company or any of its affiliates. 2.7 Employee shall mean any individual employed by and receiving compensation from the Company or any Subsidiary. 2.8 Fair Market Value of Common Stock shall mean, at any date, the value determined by the Board or by the Committee, if any, by any fair and reasonable means, including (a) if the Common Stock is not listed for trading on a national securities market but is traded in the domestic over-the-counter market, the mean of the closing bid and asked quotations for a share of Common Stock as of the date for which such value is being determined; or (b) if the Common Stock is listed on one or more exchanges, the last sale on the exchange on which the Common Stock is primarily listed and traded on that date or, if there were no sales on that date, the mean of the bid and asked prices for Common Stock on that exchange at the close of business on that date. 2.9 Grantee shall mean an Employee who is granted an Option by the Board under this Plan. 2.10 Incentive Stock Option shall mean an option to purchase a specific number of shares of the Common Stock granted by the Board pursuant to Section 4.2(g) of the Plan. 2.11 Non-Statutory Stock Option shall mean an option to purchase a specific number of shares of the Common Stock granted by the Board pursuant to Section 4.2(g) of this Plan. 2.12 Option shall mean both an Incentive Stock Option and a Non- Statutory Stock Option. 2.13 Option Agreement shall mean a written agreement evidencing the right to purchase Common Stock pursuant to the terms of this Plan and the right, if any, to receive Stock Appreciation Rights which agreement shall be in the form described in Article VIII. 2.14 Plan shall mean Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan, as set forth herein and as amended from time to time. 2.15 Reference Option shall mean an Option with respect to which the Company has granted a Stock Appreciation Right. 2.16 Stock Appreciation Right shall mean the right granted by the Board pursuant to Article VII of this Plan as a part of the Reference Option which right shall permit a Grantee to elect to receive cash, in lieu of the shares subject to the Reference Option, from the Company in an amount equal to the excess, if any, of the Fair Market Value per share of the Common Stock, determined on the date the Stock Appreciation Right is exercised, over the exercise price per share of such Reference Option. 2.17 Subsidiary shall mean any corporation that at the time qualifies as a subsidiary of the Company under the definition of "subsidiary corporation" contained in Section 425(f) of the Code, as that section may be amended from time to time. ARTICLE III Shares Subject to Plan 3.1 The total number of shares of Common Stock which are available for granting Options hereunder shall be Twenty Thousand (subject to adjustment as provided below in Section 3.3 and in Article IX hereof). 3.2 The shares of Common Stock issued upon the exercise of an Option shall be made available, in the discretion of the Board, either from the authorized but unissued Common Stock or from any outstanding Common Stock which has been reacquired by the Company. 3.3 Except as provided in Section 7.2 hereof, in the event that any Option terminates for any reason, other than the exercise of a Stock Appreciation Right by the Grantee (whether such Option is vested or non- vested at the time of termination), without having been exercised in full, the unpurchased shares of Common Stock subject to that Option shall once again become available for the granting of Options. ARTICLE IV Administration 4.1 The Board may, in its sole discretion, either retain the exclusive control and management of the operations and administration of the Plan or may delegate such control and management to a Committee composed of three members of the Board. In the event that the Board does delegate such authority to a Committee, it may also at any time terminate that authority and resume the exclusive control and management of the Plan. For so long as the Board retains the control and management over the Plan, members of the Board shall not be eligible to participate in or be granted Options or Stock Appreciation Rights either under the Plan or any other plan maintained by the Company. In the event that the Board appoints a Committee: (a) all members of the Committee shall be Disinterested Persons; (b) all vacancies occurring on the Committee shall be filled by appointment of the Board; (c) the members of the Committee shall serve at the pleasure of the Board; (d) the Committee shall maintain written minutes of its proceedings; and (e) a majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by all the members, shall be the acts of the Committee. In the event that and for so long as this Plan is controlled and managed by a Committee, the terms and provisions of this Plan, other than the two immediately preceding paragraphs of this Article IV and Sections 2.1 and 2.3, shall be applied by substituting the term "Committee" for "Board" therein. 4.2 Subject to the provisions of this Plan, the Board shall determine: (a) the Grantees; (b) the number of shares of Common Stock subject to an Option; (c) the date or dates upon which an Option and/or Stock Appreciation Right may be exercised or is granted; (d) the manner in which an Option and/or Stock Appreciation Right may be exercised; (e) such other terms to which an Option and/or Stock Appreciation Right is subject (including the manner in which it vests); (f) the form of any Option Agreements; (g) whether the Option is an Incentive Stock Option or a Non- Statutory Stock Option; and (h) whether the Grantee shall receive a Stock Appreciation Right. 4.3 The Board shall interpret the Plan and from time to time may adopt such rules and regulations for carrying out the terms and purposes of the Plan and may take such other actions in the administration of the Plan as it deems advisable. The interpretation and construction by the Board of any provisions of this Plan or any Option Agreement and the determination of any question arising under this Plan, any such rule or regulation or any Option Agreement shall be final and binding on all persons interested in the Plan. 4.4 No member of the Board shall be liable for any action or determination made in good faith with respect to the Plan. ARTICLE V Eligibility Each Employee who is considered to be a key administrative, managerial or executive Employee, as determined in the sole discretion of the Board, shall be eligible to be granted an Option and/or Stock Appreciation Right under this Plan. Anything to the contrary notwithstanding, an Incentive Stock Option shall not be granted to any Employee who, at the time the Incentive Stock Option is granted owns, or is deemed to own pursuant to the provisions of Code Section 425(d), shares of Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless the purchase price per share in not less than 100% of the Fair Market Value of Common Stock on the day such Option is granted and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted. ARTICLE VI Annual Limitation on Value of Incentive Stock Options The aggregate Fair Market Value of the Common Stock (determined at the time the Incentive Stock Option is granted) with respect to which Incentive Stock Options are exercisable for the first time in any calendar year (together with options granted under all other incentive stock option plans of the Company and any parent corporation (as defined in Code Section 425(e)) or Subsidiary shall not exceed One Hundred Thousand Dollars ($100,000) for any one Grantee. No such annual limitation shall apply to the grant of Non-Statutory Stock Options hereunder. ARTICLE VII Stock Appreciation Rights 7.1 The Board may grant Stock Appreciation Rights to any Grantee at any time and from time to time during the term of the Option to which it relates. Each Stock Appreciation Right shall be subject to terms and conditions which are at least as restrictive as those which govern the Option to which it relates and may, in the sole discretion of the Board, be subject to additional restrictions. 7.2 Upon the exercise of any Stock Appreciation Right, the number of shares of Common Stock which were available for purchase under the Reference Option shall be reduced by a corresponding number and the Reference Option shall be cancelled to that extent. Notwithstanding anything contained in Section 3.3 hereof to the contrary, for purposes of determining the number of shares of Common Stock available for purchase under the Plan, in the event and to the extent that a Reference Option is cancelled as a result of the exercise of a Stock Appreciation Right, such Reference Option shall be deemed to have been exercised and the shares which would have been issued had the Reference Option been exercised shall not be available for future grants under the Plan. 7.3 Stock Appreciation Rights shall be used solely as a device for the measurement and determination of the amount to be paid to the Grantee. Stock Appreciation Rights shall not constitute or be treated as property or as a trust fund of any kind. All amounts which are at any time attributable to the Stock Appreciation Rights shall be and remain the sole property of the Company and the Grantee's rights hereunder are limited to the right to receive cash as provided in this Plan. ARTICLE VIII Terms and Conditions of Options and Stock Appreciation Rights All Options and Stock Appreciation Rights granted under the Plan shall be evidenced by an Option Agreement which shall be in such form as the Board may from time to time approve and shall be executed on behalf of the Company by one or more officers of the Company. Each such Option Agreement shall be subject to the terms and conditions of this Plan together with such other terms and conditions as the Board may deem desirable and shall provide in substance as follows: 8.1 Number of Shares and Option Price. Each Option Agreement shall specify the number of shares of Common Stock covered by such Option and the purchase price per share. The purchase price per share of Common Stock subject to an Incentive Stock Option shall not be less than the Fair Market Value of Common Stock on the date that Option was granted. The purchase price per share of Common Stock subject to a Non-Statutory Stock Option shall be established by the Board and may be at a price less than the Fair Market Value of Common Stock, but in no event less than the par value, if any, of the Common Stock subject to an Option. The number of shares and the option price per share shall be subject to adjustment as provided in Article IX. 8.2 Non-Transferability of Options. Each Option Agreement shall provide that the Option and Stock Appreciation Rights, if any, granted therein shall be non-transferable and non-assignable by the Grantee other than upon death as provided in Section 8.5 below and that during the lifetime of the Grantee such Option and Stock Appreciation Rights may be exercised only by the Grantee or such Grantee's legal representative. 8.3 Maximum Term. Each Option Agreement shall set forth the period during which it may be exercised; provided, however, Incentive Stock Options granted pursuant to this Plan shall expire not more than 10 years from the date that the Incentive Stock Option is granted. 8.4 Termination of Option. In the event that a Grantee shall cease to be employed by the Company or its Subsidiaries for any reason other than death, the Grantee shall have the right to exercise his or her Option at any time within three months after such cessation of employment but only as to such number of shares as to which the Option was exercisable at the date of such cessation of employment. Notwithstanding the provisions of the preceding sentence: (i) if cessation of employment occurs by reason of the disability of the Grantee (within the meaning of Section 105(d)(4) of the code), such three-month period shall be extended to one year; and (ii) if employment is terminated at the request of the Company for substantial cause, the Grantee's right to exercise the option shall terminate at the time notice of termination of employment is given by the Company to such Grantee. For purposes of this provision, substantial cause shall include: (i) the commission of a criminal act against, or in derogation of the interests of the Company or its Subsidiaries; (ii) knowingly divulging confidential information about the Company or its Subsidiaries to a competitor or to the public; (iii) interference with the relationship between the Company or its Subsidiaries and any major customer; or (iv) the performance of any similar action that the Board, in its sole discretion, may deem to be sufficiently injurious to the interest of the Company or its Subsidiaries to constitute substantial cause for termination. A transfer of employment from the Company to a Subsidiary or vice versa shall not be deemed a termination of employment. If a Grantee dies while in the employ of the Company or its Subsidiaries or within three months (or twelve months in the case of a disabled Grantee) after cessation of such employment (unless cessation occurs, due to substantial cause, as defined herein), his or her estate, personal representative or the person that acquires his or her Option by bequest or inheritance or by reason of such death shall have the right to exercise such Option before the date that such Option would otherwise terminate, but only as to the number of shares as to which such Option was exercisable on the date of death. In any such event, unless so exercised within the period as aforesaid, the Option shall terminate at the expiration of said period. 8.5 Exercise of Options. Each Option Agreement shall provide that Options shall be exercised by delivering a written notice of exercise to the Company. Each such notice shall state the number of shares of Common Stock in respect of which the Option is being exercised and shall be signed by the person (or persons) exercising the Option and, in the event the Option is being exercised by any person other than the Grantee, shall be accompanied by proof, satisfactory to counsel for the Company, of the right of such person to exercise the Option. A certified or cashier's check in full payment of the purchase price for the number of shares of Common Stock specified in the notice must accompany such notice. In addition, except to the extent provided at Section 8.9(H) below, in the event that the Option being exercised is a Non-Statutory Stock Option, a certified or cashier's check in full payment of the aggregate amount of any federal, state or local withholding taxes, if any, attributable to the transfer of stock pursuant to the exercise of the Option must accompany such notice. The date of exercise of an Option shall be the date on which written notice of exercise shall have been delivered to the Company, but the exercise of an Option shall not be effective until the person (or persons) exercising the Option shall have complied with all the provisions of the Option Agreement governing the exercise of the Option. The Company shall deliver as soon as practicable after receipt of notice and payment, certificates for the shares of the Common Stock subject to the Option. In the event that the amount of withholding taxes attributable to the transfer of the Common Stock cannot be determined on the date on which the Option is exercised, whether due to the fact that the Common Stock transferred upon such exercise is "non-transferable" by him, "subject to a substantial risk of forfeiture" (as those terms are defined in Section 83 of the Code) or otherwise, the Company shall issue and transfer the shares to the person (or persons) exercising such Option but may require such person (or persons) to pledge the shares to the Company as security for the payment of the applicable withholding taxes until such time as such payment is made. No one shall be or be deemed to be the holders of any Common Stock subject to an Option unless and until certificates for the shares of such Common Stock are issued to that person. 8.6 Conditions on Right of Exercise. The Option Agreement may provide for such conditions on the right of exercise as the Board, in its sole discretion, deems appropriate, which conditions may, without limitation, include conditions based upon completion of a further period of continued employment, or the performance of the Company, a division thereof, or the Grantee. Without limiting the foregoing, an Option Agreement may provide that the Board may, in its sole discretion, terminate in whole or in part any portion of the Option which has not yet become vested if it determines that the Grantee is not satisfactorily performing the duties to which he was assigned on the date the Option was granted or duties of at least equal responsibility. 8.7 Character of Option Granted. Each Option Agreement shall specifically provide whether the Option granted thereby is an Incentive Stock Option or a Non-Statutory Stock Option; provided, however, that an Option shall be a Non-Statutory Stock Option only if it fails to qualify as an "incentive stock option" as defined in Section 422A(b) of the Code. 8.8 Provisions Relating to Stock Appreciation Rights. In the event that the Board grants Stock Appreciation Rights to the Grantee pursuant to Section 4.2(h) hereof, then in addition to the provisions described above, the Option Agreement shall include the following provisions: (A) No Stock Appreciation Right shall be exercisable during the first six months of its term, except in the event that the physical disability of the holder thereof occurs prior to the expiration of such six-month period. (B) No Stock Appreciation Right shall at any time be exercisable with respect to the Reference Option or any portion thereof unless (i) such Option or such portion shall itself be exercisable at that time, and (ii) such other conditions, if any, imposed by the Board shall have been satisfied. (C) No Stock Appreciation Right granted to a Grantee shall be transferable by him other than by will or the laws of descent and distribution, and such right shall be exercisable, during his lifetime, only by the Grantee or his legal representative. (D) The Stock Appreciation Right shall be transferable only when the Reference Option is transferable, and under the same conditions. (E) The Stock Appreciation Right shall expire no later than the time at which the Reference Option expires. (F) The Stock Appreciation Right may be exercised only at such time as the Fair Market Value of the Common Stock subject to the Reference Option exceeds the exercise price of such Reference Option. (G) Any exercise by an officer of the Company (as defined for this purpose by the regulations of the Securities and Exchange Commission) of a Stock Appreciation Right shall be made during the period beginning in the third business day following the date of release for publication of quarterly and annual summary statements of sales and earnings of the Company and its subsidiaries, and ending on the twelfth business day following such date. (H) Upon the exercise of a Stock Appreciation Right, the Company shall withhold from the cash to be distributed to the Grantee an amount equal to the aggregate amount of any federal, state or local withholding taxes (the "withholding taxes"), if any, attributable to the exercise of such Stock Appreciation Right and may, in its sole discretion, also withhold an amount equal to the withholding taxes attributable to the exercise of any Non-Statutory Stock Option exercised by the Grantee at the same time as he exercised such Stock Appreciation Right, in which case such Grantee shall not be required to tender payment of such withholding taxes in order to exercise such Non- Statutory Stock Option. 8.9 The Option Agreement may include such other terms and conditions, not inconsistent with this Plan, as the Board in its sole discretion shall determine. ARTICLE IX Effect of Certain Changes 9.1 If there is any change in the number of shares of Common Stock through the declaration of stock dividends or through a recapitalization which results in stock splits or reverse stock splits, the number of shares of Common Stock available for Options as well as the number of such shares covered by outstanding Options, and the price per share of such Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. 9.2 In the event of a change in the Common Stock of the Company, as presently constituted as of the date of this Plan, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. 9.3 Notwithstanding the provisions of this Article IX, upon the dissolution or liquidation of the Company, or upon any reorganization, merger or consolidation of the Company, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is the surviving corporation and the shareholders of the Company immediately prior to such transaction do not own at least 80% of the Company's Common Stock immediately after such transaction, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is not the surviving corporation, or upon a sale of substantially all of the assets or 80% or more of the then outstanding Common Stock of the Company to another corporation or entity (any such reorganization, merger, consolidation, sale of assets or sale of Common Stock being hereinafter referred to as the "Transaction"), the Plan shall terminate; provided, however, that (i) any Options theretofore granted and outstanding under the Plan shall become immediately exercisable in full and shall remain exercisable until the effective date of such Transaction; (ii) if the operation of Section 9.3(i) should cause the Incentive Stock Options held by any Grantee to exceed the limits set forth at Article VI above, such excess shall automatically and without any further action on the part of the Company, the Board or the Grantee be transformed into Non-Statutory Stock Options as set forth below; and (iii) the termination of the Plan and any exercise of an Option the exercisability of which is accelerated by the operation of Section 9.3(i) shall be subject to and conditioned upon the consummation of the Transaction to which such acceleration relates, and if, for any reason, such Transaction is abandoned, such Option exercise shall be void and such Option shall thereafter be exercisable only as permitted by the Plan, which shall remain in full force and effect. For purposes of applying Section 9.3(ii): (A) the Fair Market Value of Common Stock underlying the Incentive Stock Options shall be determined as of the time the Option with respect to such stock is granted; (B) the Incentive Stock Options shall be transformed, to the extent required, into Non-Statutory Stock Options in reverse chronological order, such that the last-granted Incentive Stock Option shall be the first Option transformed into a Non-Statutory Stock Option and the first- granted Incentive Stock Option shall be the last Option so transformed; and (C) the terms and conditions of each Non-Statutory Stock Option so created shall be identical in all respects to those of the Incentive Stock Option that it replaces including but not limited to the fact that it shall be immediately exercisable in full and shall remain exercisable until the time at which the Transaction becomes effective. In the event that Incentive Stock Options are transformed into Non-Statutory Stock Options by operation of Section 9.3(ii), the Board shall issue replacement Option Agreements that reflect the adjusted number of Incentive Stock Options and Non-Statutory Stock Options. The Company shall use its best efforts to give each Grantee written notice of any proposed Transaction at least 30 days prior to the effective date of any such Transaction. Any Option not exercised by the time the Transaction legally becomes effective shall thereupon terminate. The purpose of Section 9.3(ii) is to conform to the limitations placed on the grant of Incentive Stock Options by Section 422A of the Code, which is incorporated herein by this reference, and to the extent this Section is inconsistent with Section 422A of the Code, the provisions of Section 422A shall apply. 9.4 To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. 9.5 Except as hereinbefore expressly provided in this Article IX, the Grantee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to the number or price of shares of Common Stock subject to the Option. The grant of an Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell or transfer all of part of its business or assets. ARTICLE X Amendment and Termination The Board shall have the right to amend or suspend, or terminate this Plan at any time, provided that unless first approved by the shareholders of the Company, no amendment shall be made to the Plan (except to conform the Plan and the Option Agreements thereunder to changes in the Code or governing law) which: (1) materially modifies the eligibility requirements of Article V; (2) increases the total number of Shares of Common Stock which may be issued under the Plan; (3) changes the Option price specified in Article VIII; or (4) changes the term of the Plan as set forth in Article IV. No amendment to the Plan shall be made by the Board that materially changes the terms of the Plan so as to impair or adversely alter the rights of a Grantee or other option holder without such person's consent. ARTICLE XI Issuance of Shares and Compliance with Securities Regulations The obligation of the Company to sell and deliver the Common Stock under Options granted under this Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not by way of limitation, the effectiveness of a registration statement under the Securities Act of 1933, if deemed necessary or appropriate by the Board, of the Common Stock reserved for issuance upon exercise of options. Notwithstanding the foregoing, the Company shall have no obligation to cause any shares of Common Stock to be registered or qualified under any federal or state law or listed on any stock exchange or admitted to any national market system. ARTICLE XII Application of Funds Any proceeds received by the Company as a result of the exercise of Options granted under the Plan may be used for any valid corporate purpose. ARTICLE XIII Notice Any notice to the Company required under this Plan shall be in writing and shall either be delivered in person or sent by registered or certified mail, return receipt requested, postage prepaid, to the Company at its offices at 10 Highwood Avenue, Highwood, Illinois 60040. ARTICLE XIV Term of Plan The Plan shall terminate ten years from the date upon which it is approved by the shareholders of the Company or on such earlier date as may be determined by the Board. In any event, termination shall be deemed to be effective as of the close of business on the day of termination. No Options may be granted after such termination. Termination of the Plan, however, shall not affect the rights of Grantees under Options previously granted to them, and all unexpired Options shall continue in force and operation after termination of the Plan until they lapse or terminate by their own terms and conditions. ARTICLE XV No Contract of Employment Neither the adoption of this Plan nor the grant of any option shall be deemed to obligate the Company or any Subsidiary to continue the employment of any Employee. ARTICLE XVI Effective Date This Plan shall be effective on the day upon which it is approved by the shareholders of the Company. EX-4 3 EXHIBIT 4.2 - FIRSTAR CORPORATION GNP BANCORP, INC. EMPLOYEES' COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN ARTICLE I Purpose The purpose of the Plan is to provide additional incentive to certain Employees who are making and can continue to make substantial contributions to the success of the Company by providing them with an opportunity to acquire a proprietary interest in the Company through the grant and exercise of options to purchase shares of the Common Stock of the Company. It is the judgment of the Board that the acquisition of a proprietary interest in the Company and its Subsidiaries by certain Employees will increase their personal interest in its growth and progress, thereby promoting the interests of the Company and all its shareholders. The Company intends that the options granted pursuant to the Plan may be either "incentive stock options" within the meaning of that term in Section 422A of the Code and the treasury regulations promulgated thereunder, or options which do not qualify as incentive stock options ("Non-Statutory Stock Options"). ARTICLE II Definitions The following words and terms as used herein shall have that meaning set forth therefor in this Article, unless a different meaning is clearly required by the context. Whenever appropriate, words used in the singular shall be deemed to include the plural and vice versa, and the masculine gender shall be deemed to include the feminine gender. 2.1 Board shall mean the Board of Directors of the Company. 2.2 Code shall mean the Internal Revenue Code of 1986, as now in effect or as hereafter amended. 2.3 Committee shall mean the Stock Option Committee, if any, appointed by the Board in accordance with the provisions of Article IV to administer the Plan. 2.4 Common Stock shall mean the common stock, $10.00 par value, of the Company, and any other securities of the Company to the extent provided in Article IX. 2.5 Company shall mean GNP Bancorp, Inc., an Illinois corporation, and any successor to it. 2.6 Disinterested Person shall mean any member of the Board, who at the time discretion under the Plan is exercised is not eligible, and who has not at any time for one year prior thereto been eligible for selection as a Grantee, under any plan of the Company or any of the affiliates (as that term is used in the Securities Exchange Act of 1934) of the Company entitling the participants therein to acquire stock, stock appreciation rights or stock options of the Company or any of its affiliates. 2.7 Employee shall mean any individual employed by and receiving compensation from the Company or any Subsidiary. 2.8 Fair Market Value of Common Stock shall mean, at any date, the value determined by the Board or by the Committee, if any, by any fair and reasonable means, including (a) if the Common Stock is not listed for trading on a national securities market but is traded in the domestic over-the-counter market, the mean of the closing bid and asked quotations for a share of Common Stock as of the date for which such value is being determined; or (b) if the Common Stock is listed on one or more exchanges, the last sale on the exchange on which the Common Stock is primarily listed and traded on that date or, if there were no sales on that date, the mean of the bid and asked prices for Common Stock on that exchange at the close of business on that date. 2.9 Grantee shall mean an Employee who is granted an Option by the Board under this Plan. 2.10 Incentive Stock Option shall mean an option to purchase a specific number of shares of the Common Stock granted by the Board pursuant to Section 4.2(g) of the Plan. 2.11 Non-Statutory Stock Option shall mean an option to purchase a specific number of shares of the Common Stock granted by the Board pursuant to Section 4.2(g) of this Plan. 2.12 Option shall mean both an Incentive Stock Option and a Non- Statutory Stock Option. 2.13 Option Agreement shall mean a written agreement evidencing the right to purchase Common Stock pursuant to the terms of this Plan and the right, if any, to receive Stock Appreciation Rights which agreement shall be in the form described in Article VIII. 2.14 Plan shall mean GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan, as set forth herein and as amended from time to time. 2.15 Reference Option shall mean an Option with respect to which the Company has granted a Stock Appreciation Right. 2.16 Stock Appreciation Right shall mean the right granted by the Board pursuant to Article VII of this Plan as a part of the Reference Option which right shall permit a Grantee to elect to receive cash, in lieu of the shares subject to the Reference Option, from the Company in an amount equal to the excess, if any, of the Fair Market Value per share of the Common Stock, determined on the date the Stock Appreciation Right is exercised, over the exercise price per share of such Reference Option. 2.17 Subsidiary shall mean any corporation that at the time qualifies as a subsidiary of the Company under the definition of "subsidiary corporation" contained in Section 425(f) of the Code, as that section may be amended from time to time. ARTICLE III Shares Subject to Plan 3.1 The total number of shares of Common Stock which are available for granting Options hereunder shall be Twenty Thousand (subject to adjustment as provided below in Section 3.3 and in Article IX hereof). 3.2 The shares of Common Stock issued upon the exercise of an Option shall be made available, in the discretion of the Board, either from the authorized but unissued Common Stock or from any outstanding Common Stock which has been reacquired by the Company. 3.3 Except as provided in Section 7.2 hereof, in the event that any Option terminates for any reason, other than the exercise of a Stock Appreciation Right by the Grantee (whether such Option is vested or non- vested at the time of termination), without having been exercised in full, the unpurchased shares of Common Stock subject to that Option shall once again become available for the granting of Options. ARTICLE IV Administration 4.1 The Board may, in its sole discretion, either retain the exclusive control and management of the operations and administration of the Plan or may delegate such control and management to a Committee composed of three members of the Board. In the event that the Board does delegate such authority to a Committee, it may also at any time terminate that authority and resume the exclusive control and management of the Plan. For so long as the Board retains the control and management over the Plan, members of the Board shall not be eligible to participate in or be granted Options or Stock Appreciation Rights either under the Plan or any other plan maintained by the Company. In the event that the Board appoints a Committee: (a) all members of the Committee shall be Disinterested Persons; (b) all vacancies occurring on the Committee shall be filled by appointment of the Board; (c) the members of the Committee shall serve at the pleasure of the Board; (d) the Committee shall maintain written minutes of its proceedings; and (e) a majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by all the members, shall be the acts of the Committee. In the event that and for so long as this Plan is controlled and managed by a Committee, the terms and provisions of this Plan, other than the two immediately preceding paragraphs of this Article IV and Sections 2.1 and 2.3, shall be applied by substituting the term "Committee" for "Board" therein. 4.2 Subject to the provisions of this Plan, the Board shall determine: (a) the Grantees; (b) the number of shares of Common Stock subject to an Option; (c) the date or dates upon which an Option and/or Stock Appreciation Right may be exercised or is granted; (d) the manner in which an Option and/or Stock Appreciation Right may be exercised; (e) such other terms to which an Option and/or Stock Appreciation Right is subject (including the manner in which it vests); (f) the form of any Option Agreements; (g) whether the Option is an Incentive Stock Option or a Non- Statutory Stock Option; and (h) whether the Grantee shall receive a Stock Appreciation Right. 4.3 The Board shall interpret the Plan and from time to time may adopt such rules and regulations for carrying out the terms and purposes of the Plan and may take such other actions in the administration of the Plan as it deems advisable. The interpretation and construction by the Board of any provisions of this Plan or any Option Agreement and the determination of any question arising under this Plan, any such rule or regulation or any Option Agreement shall be final and binding on all persons interested in the Plan. 4.4 No member of the Board shall be liable for any action or determination made in good faith with respect to the Plan. ARTICLE V Eligibility Each Employee who is considered to be a key administrative, managerial or executive Employee, as determined in the sole discretion of the Board, shall be eligible to be granted an Option and/or Stock Appreciation Right under this Plan. Anything to the contrary notwithstanding, an Incentive Stock Option shall not be granted to any Employee who, at the time the Incentive Stock Option is granted owns, or is deemed to own pursuant to the provisions of Code Section 425(d), shares of Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless the purchase price per share in not less than 100% of the Fair Market Value of Common Stock on the day such Option is granted and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted. ARTICLE VI Annual Limitation on Value of Incentive Stock Options The aggregate Fair Market Value of the Common Stock (determined at the time the Incentive Stock Option is granted) with respect to which Incentive Stock Options are exercisable for the first time in any calendar year (together with options granted under all other incentive stock option plans of the Company and any parent corporation (as defined in Code Section 425(e)) or Subsidiary shall not exceed One Hundred Thousand Dollars ($100,000) for any one Grantee. No such annual limitation shall apply to the grant of Non-Statutory Stock Options hereunder. ARTICLE VII Stock Appreciation Rights 7.1 The Board may grant Stock Appreciation Rights to any Grantee at any time and from time to time during the term of the Option to which it relates. Each Stock Appreciation Right shall be subject to terms and conditions which are at least as restrictive as those which govern the Option to which it relates and may, in the sole discretion of the Board, be subject to additional restrictions. 7.2 Upon the exercise of any Stock Appreciation Right, the number of shares of Common Stock which were available for purchase under the Reference Option shall be reduced by a corresponding number and the Reference Option shall be cancelled to that extent. Notwithstanding anything contained in Section 3.3 hereof to the contrary, for purposes of determining the number of shares of Common Stock available for purchase under the Plan, in the event and to the extent that a Reference Option is cancelled as a result of the exercise of a Stock Appreciation Right, such Reference Option shall be deemed to have been exercised and the shares which would have been issued had the Reference Option been exercised shall not be available for future grants under the Plan. 7.3 Stock Appreciation Rights shall be used solely as a device for the measurement and determination of the amount to be paid to the Grantee. Stock Appreciation Rights shall not constitute or be treated as property or as a trust fund of any kind. All amounts which are at any time attributable to the Stock Appreciation Rights shall be and remain the sole property of the Company and the Grantee's rights hereunder are limited to the right to receive cash as provided in this Plan. ARTICLE VIII Terms and Conditions of Options and Stock Appreciation Rights All Options and Stock Appreciation Rights granted under the Plan shall be evidenced by an Option Agreement which shall be in such form as the Board may from time to time approve and shall be executed on behalf of the Company by one or more officers of the Company. Each such Option Agreement shall be subject to the terms and conditions of this Plan together with such other terms and conditions as the Board may deem desirable and shall provide in substance as follows: 8.1 Number of Shares and Option Price. Each Option Agreement shall specify the number of shares of Common Stock covered by such Option and the purchase price per share. The purchase price per share of Common Stock subject to an Incentive Stock Option shall not be less than the Fair Market Value of Common Stock on the date that Option was granted. The purchase price per share of Common Stock subject to a Non-Statutory Stock Option shall be established by the Board and may be at a price less than the Fair Market Value of Common Stock, but in no event less than the par value, if any, of the Common Stock subject to an Option. The number of shares and the option price per share shall be subject to adjustment as provided in Article IX. 8.2 Non-Transferability of Options. Each Option Agreement shall provide that the Option and Stock Appreciation Rights, if any, granted therein shall be non-transferable and non-assignable by the Grantee other than upon death as provided in Section 8.5 below and that during the lifetime of the Grantee such Option and Stock Appreciation Rights may be exercised only by the Grantee or such Grantee's legal representative. 8.3 Maximum Term. Each Option Agreement shall set forth the period during which it may be exercised; provided, however, Incentive Stock Options granted pursuant to this Plan shall expire not more than 10 years from the date that the Incentive Stock Option is granted. 8.4 Termination of Option. In the event that a Grantee shall cease to be employed by the Company or its Subsidiaries for any reason other than death, the Grantee shall have the right to exercise his or her Option at any time within three months after such cessation of employment but only as to such number of shares as to which the Option was exercisable at the date of such cessation of employment. Notwithstanding the provisions of the preceding sentence: (i) if cessation of employment occurs by reason of the disability of the Grantee (within the meaning of Section 105(d)(4) of the code), such three-month period shall be extended to one year; and (ii) if employment is terminated at the request of the Company for substantial cause, the Grantee's right to exercise the option shall terminate at the time notice of termination of employment is given by the Company to such Grantee. For purposes of this provision, substantial cause shall include: (i) the commission of a criminal act against, or in derogation of the interests of the Company or its Subsidiaries; (ii) knowingly divulging confidential information about the Company or its Subsidiaries to a competitor or to the public; (iii) interference with the relationship between the Company or its Subsidiaries and any major customer; or (iv) the performance of any similar action that the Board, in its sole discretion, may deem to be sufficiently injurious to the interest of the Company or its Subsidiaries to constitute substantial cause for termination. A transfer of employment from the Company to a Subsidiary or vice versa shall not be deemed a termination of employment. If a Grantee dies while in the employ of the Company or its Subsidiaries or within three months (or twelve months in the case of a disabled Grantee) after cessation of such employment (unless cessation occurs, due to substantial cause, as defined herein), his or her estate, personal representative or the person that acquires his or her Option by bequest or inheritance or by reason of such death shall have the right to exercise such Option before the date that such Option would otherwise terminate, but only as to the number of shares as to which such Option was exercisable on the date of death. In any such event, unless so exercised within the period as aforesaid, the Option shall terminate at the expiration of said period. 8.5 Exercise of Options. Each Option Agreement shall provide that Options shall be exercised by delivering a written notice of exercise to the Company. Each such notice shall state the number of shares of Common Stock in respect of which the Option is being exercised and shall be signed by the person (or persons) exercising the Option and, in the event the Option is being exercised by any person other than the Grantee, shall be accompanied by proof, satisfactory to counsel for the Company, of the right of such person to exercise the Option. A certified or cashier's check in full payment of the purchase price for the number of shares of Common Stock specified in the notice must accompany such notice. In addition, except to the extent provided at Section 8.9(H) below, in the event that the Option being exercised is a Non-Statutory Stock Option, a certified or cashier's check in full payment of the aggregate amount of any federal, state or local withholding taxes, if any, attributable to the transfer of stock pursuant to the exercise of the Option must accompany such notice. The date of exercise of an Option shall be the date on which written notice of exercise shall have been delivered to the Company, but the exercise of an Option shall not be effective until the person (or persons) exercising the Option shall have complied with all the provisions of the Option Agreement governing the exercise of the Option. The Company shall deliver as soon as practicable after receipt of notice and payment, certificates for the shares of the Common Stock subject to the Option. In the event that the amount of withholding taxes attributable to the transfer of the Common Stock cannot be determined on the date on which the Option is exercised, whether due to the fact that the Common Stock transferred upon such exercise is "non-transferable" by him, "subject to a substantial risk of forfeiture" (as those terms are defined in Section 83 of the Code) or otherwise, the Company shall issue and transfer the shares to the person (or persons) exercising such Option but may require such person (or persons) to pledge the shares to the Company as security for the payment of the applicable withholding taxes until such time as such payment is made. No one shall be or be deemed to be the holders of any Common Stock subject to an Option unless and until certificates for the shares of such Common Stock are issued to that person. 8.6 Conditions on Right of Exercise. The Option Agreement may provide for such conditions on the right of exercise as the Board, in its sole discretion, deems appropriate, which conditions may, without limitation, include conditions based upon completion of a further period of continued employment, or the performance of the Company, a division thereof, or the Grantee. Without limiting the foregoing, an Option Agreement may provide that the Board may, in its sole discretion, terminate in whole or in part any portion of the Option which has not yet become vested if it determines that the Grantee is not satisfactorily performing the duties to which he was assigned on the date the Option was granted or duties of at least equal responsibility. 8.7 Character of Option Granted. Each Option Agreement shall specifically provide whether the Option granted thereby is an Incentive Stock Option or a Non-Statutory Stock Option; provided, however, that an Option shall be a Non-Statutory Stock Option only if it fails to qualify as an "incentive stock option" as defined in Section 422A(b) of the Code. 8.8 Provisions Relating to Stock Appreciation Rights. In the event that the Board grants Stock Appreciation Rights to the Grantee pursuant to Section 4.2(h) hereof, then in addition to the provisions described above, the Option Agreement shall include the following provisions: (A) No Stock Appreciation Right shall be exercisable during the first six months of its term, except in the event that the physical disability of the holder thereof occurs prior to the expiration of such six-month period. (B) No Stock Appreciation Right shall at any time be exercisable with respect to the Reference Option or any portion thereof unless (i) such Option or such portion shall itself be exercisable at that time, and (ii) such other conditions, if any, imposed by the Board shall have been satisfied. (C) No Stock Appreciation Right granted to a Grantee shall be transferable by him other than by will or the laws of descent and distribution, and such right shall be exercisable, during his lifetime, only by the Grantee or his legal representative. (D) The Stock Appreciation Right shall be transferable only when the Reference Option is transferable, and under the same conditions. (E) The Stock Appreciation Right shall expire no later than the time at which the Reference Option expires. (F) The Stock Appreciation Right may be exercised only at such time as the Fair Market Value of the Common Stock subject to the Reference Option exceeds the exercise price of such Reference Option. (G) Any exercise by an officer of the Company (as defined for this purpose by the regulations of the Securities and Exchange Commission) of a Stock Appreciation Right shall be made during the period beginning in the third business day following the date of release for publication of quarterly and annual summary statements of sales and earnings of the Company and its subsidiaries, and ending on the twelfth business day following such date. (H) Upon the exercise of a Stock Appreciation Right, the Company shall withhold from the cash to be distributed to the Grantee an amount equal to the aggregate amount of any federal, state or local withholding taxes (the "withholding taxes"), if any, attributable to the exercise of such Stock Appreciation Right and may, in its sole discretion, also withhold an amount equal to the withholding taxes attributable to the exercise of any Non-Statutory Stock Option exercised by the Grantee at the same time as he exercised such Stock Appreciation Right, in which case such Grantee shall not be required to tender payment of such withholding taxes in order to exercise such Non- Statutory Stock Option. 8.9 The Option Agreement may include such other terms and conditions, not inconsistent with this Plan, as the Board in its sole discretion shall determine. ARTICLE IX Effect of Certain Changes 9.1 If there is any change in the number of shares of Common Stock through the declaration of stock dividends or through a recapitalization which results in stock splits or reverse stock splits, the number of shares of Common Stock available for Options as well as the number of such shares covered by outstanding Options, and the price per share of such Options, shall be proportionately adjusted by the Board to reflect any increase or decrease in the number of issued shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. 9.2 In the event of a change in the Common Stock of the Company, as presently constituted as of the date of this Plan, which is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change shall be deemed to be the Common Stock within the meaning of the Plan. 9.3 Notwithstanding the provisions of this Article IX, upon the dissolution or liquidation of the Company, or upon any reorganization, merger or consolidation of the Company, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is the surviving corporation and the shareholders of the Company immediately prior to such transaction do not own at least 80% of the Company's Common Stock immediately after such transaction, or upon any reorganization, merger or consolidation of the Company with one or more corporations where the Company is not the surviving corporation, or upon a sale of substantially all of the assets or 80% or more of the then outstanding Common Stock of the Company to another corporation or entity (any such reorganization, merger, consolidation, sale of assets or sale of Common Stock being hereinafter referred to as the "Transaction"), the Plan shall terminate; provided, however, that (i) any Options theretofore granted and outstanding under the Plan shall become immediately exercisable in full and shall remain exercisable until the effective date of such Transaction; (ii) if the operation of Section 9.3(i) should cause the Incentive Stock Options held by any Grantee to exceed the limits set forth at Article VI above, such excess shall automatically and without any further action on the part of the Company, the Board or the Grantee be transformed into Non-Statutory Stock Options as set forth below; and (iii) the termination of the Plan and any exercise of an Option the exercisability of which is accelerated by the operation of Section 9.3(i) shall be subject to and conditioned upon the consummation of the Transaction to which such acceleration relates, and if, for any reason, such Transaction is abandoned, such Option exercise shall be void and such Option shall thereafter be exercisable only as permitted by the Plan, which shall remain in full force and effect. For purposes of applying Section 9.3(ii): (A) the Fair Market Value of Common Stock underlying the Incentive Stock Options shall be determined as of the time the Option with respect to such stock is granted; (B) the Incentive Stock Options shall be transformed, to the extent required, into Non-Statutory Stock Options in reverse chronological order, such that the last-granted Incentive Stock Option shall be the first Option transformed into a Non-Statutory Stock Option and the first- granted Incentive Stock Option shall be the last Option so transformed; and (C) the terms and conditions of each Non-Statutory Stock Option so created shall be identical in all respects to those of the Incentive Stock Option that it replaces including but not limited to the fact that it shall be immediately exercisable in full and shall remain exercisable until the time at which the Transaction becomes effective. In the event that Incentive Stock Options are transformed into Non-Statutory Stock Options by operation of Section 9.3(ii), the Board shall issue replacement Option Agreements that reflect the adjusted number of Incentive Stock Options and Non-Statutory Stock Options. The Company shall use its best efforts to give each Grantee written notice of any proposed Transaction at least 30 days prior to the effective date of any such Transaction. Any Option not exercised by the time the Transaction legally becomes effective shall thereupon terminate. The purpose of Section 9.3(ii) is to conform to the limitations placed on the grant of Incentive Stock Options by Section 422A of the Code, which is incorporated herein by this reference, and to the extent this Section is inconsistent with Section 422A of the Code, the provisions of Section 422A shall apply. 9.4 To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. 9.5 Except as hereinbefore expressly provided in this Article IX, the Grantee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to the number or price of shares of Common Stock subject to the Option. The grant of an Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell or transfer all of part of its business or assets. ARTICLE X Amendment and Termination The Board shall have the right to amend or suspend, or terminate this Plan at any time, provided that unless first approved by the shareholders of the Company, no amendment shall be made to the Plan (except to conform the Plan and the Option Agreements thereunder to changes in the Code or governing law) which: (1) materially modifies the eligibility requirements of Article V; (2) increases the total number of Shares of Common Stock which may be issued under the Plan; (3) changes the Option price specified in Article VIII; or (4) changes the term of the Plan as set forth in Article IV. No amendment to the Plan shall be made by the Board that materially changes the terms of the Plan so as to impair or adversely alter the rights of a Grantee or other option holder without such person's consent. ARTICLE XI Issuance of Shares and Compliance with Securities Regulations The obligation of the Company to sell and deliver the Common Stock under Options granted under this Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not by way of limitation, the effectiveness of a registration statement under the Securities Act of 1933, if deemed necessary or appropriate by the Board, of the Common Stock reserved for issuance upon exercise of options. Notwithstanding the foregoing, the Company shall have no obligation to cause any shares of Common Stock to be registered or qualified under any federal or state law or listed on any stock exchange or admitted to any national market system. ARTICLE XII Application of Funds Any proceeds received by the Company as a result of the exercise of Options granted under the Plan may be used for any valid corporate purpose. ARTICLE XIII Notice Any notice to the Company required under this Plan shall be in writing and shall either be delivered in person or sent by registered or certified mail, return receipt requested, postage prepaid, to the Company at its offices at 2000 South Lake Street, Mundelein, Illinois 60060. ARTICLE XIV Term of Plan The Plan shall terminate ten years from the date upon which it is approved by the shareholders of the Company or on such earlier date as may be determined by the Board. In any event, termination shall be deemed to be effective as of the close of business on the day of termination. No Options may be granted after such termination. Termination of the Plan, however, shall not affect the rights of Grantees under Options previously granted to them, and all unexpired Options shall continue in force and operation after termination of the Plan until they lapse or terminate by their own terms and conditions. ARTICLE XV No Contract of Employment Neither the adoption of this Plan nor the grant of any option shall be deemed to obligate the Company or any Subsidiary to continue the employment of any Employee. ARTICLE XVI Effective Date This Plan shall be effective on the day upon which it is approved by the shareholders of the Company. EX-4 4 EXHIBIT 4.4 - FIRSTAR CORPORATION AMENDMENT TO THE FIRST COLONIAL BANKSHARES CORPORATION 1988 STOCK OPTION PLAN, AS AMENDED WHEREAS, First Colonial Bankshares Corporation (the "Company") heretofore adopted the First Colonial Bankshares Corporation 1988 Stock Option Plan, as amended (the "Plan"); and WHEREAS, pursuant to the Agreement and Plan of Reorganization, dated as of July 31, 1994, among Firstar Corporation, Firstar Corporation of Wisconsin (as successor to Firstar Corporation of Illinois) and the Company (the "Merger Agreement"), each option which is outstanding immediately prior to the Effective Time of the Merger contemplated by the Merger Agreement shall, by virtue of the Merger, become and represent an option to purchase such number of shares of common stock, $1.25 par value, of Firstar Corporation as such prices as determined pursuant to the Merger Agreement; and WHEREAS, in the event of a change in the shares covered by options outstanding under the Plan due to a merger, consolidation or other change in the shares of the Company's common stock, Section 4(g) of the Plan directs the Board of Directors of the company to make appropriate changes in the number and type of shares subject to options and the prices specified therein; and WHEREAS, the Board of Directors has approved and adopted this Amendment to the Plan to accomplish such changes. NOW, THEREFORE, the Company hereby amends the Plan, effective immediately prior to the Effective Time of the Merger contemplated by the Merger Agreement, by adding a new Section 9 thereto to read: 9. Effect of Merger Involving Firstar Corporation. Notwithstanding any other provision of the Plan, or of any option agreement, the following provisions shall be applicable with respect to each option outstanding immediately prior to the effective date of this Section 9: (a) Number and Type of Shares. Each option shall cover the number of shares of common stock, $1.25 par value, of Firstar Corporation (including associated Preferred Share Purchase Rights) ("Firstar Common Stock") determined by multiplying the number of shares of Common Stock covered by the option by .7725. (b) Exercise Price. The exercise price per share of Firstar Common Stock covered by each such option shall be determined by dividing the exercise price per share of Common Stock under each such option by .7725 and then rounding up to the nearest whole cent. (c) Fractional Shares. Cash shall be paid in lieu of issuing any fractional shares upon exercise of an option. (d) Other. Except as provided in this Section 9, each option outstanding as of the effective date of this Section 9 shall be exercisable on the same terms and subject to the same conditions as were applicable to the option immediately prior to the effective date hereof, giving effect to the provisions of paragraph 4(c) of this Plan relating to the acceleration of the exercisability of such options as a result of the Merger. Upon the Merger, the "Company" for purposes of this Plan shall mean Firstar Corporation of Wisconsin, successor to First Colonial Bankshares Corporation. IN WITNESS WHEREOF, in accordance with the authorization and direction of the Board of Directors, this Amendment has been executed in the name and on behalf of First Colonial Bankshares Corporation by the undersigned duly authorized officer, effective as of the date set forth herein. FIRST COLONIAL BANKSHARES CORPORATION _______________________________________ C. Paul Johnson, Chairman and Chief Executive Officer EX-4 5 EXHIBIT 4.5 - FIRSTAR CORPORATION FIRST AMENDMENT TO HI-BANCORP, INC. EMPLOYEES' COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN WHEREAS, Hi-Bancorp, Inc., an Illinois corporation ("Company"), heretofore has adopted the Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan ("Plan"), effective as of January 26, 1989, for the purpose of granting options to purchase common stock of the Company, and stock appreciation rights related to common stock of the Company, to key administrative, managerial or executive employees of the Company; and WHEREAS, the Company, pursuant to Article X of the Plan, reserved the right, subject to certain limited exceptions, to amend the Plan in any respect that the Board of Directors of the Company deems appropriate; NOW, THEREFORE, the Company hereby amends the Plan, pursuant to Article X, effective March 31, 1994, by adding Section 9.6 to read as follows: 9.6 Notwithstanding any other provisions of the Plan, or of any Option Agreement entered into pursuant to the Plan, the following provisions shall be applicable with respect to each Option and Stock Appreciation Right granted under the Plan that has not been exercised as of the effective date hereof: 1. Upon the Closing (as defined in the Agreement and Plan of Merger ("Agreement") entered into as of October 27, 1992, as amended, by and among First Colonial Bankshares Corporation, a Delaware corporation ("FCBC"), FCBC Acquisition Corp. I, an Illinois corporation, FCBC Acquisition Corp. II, an Illinois corporation, the Company and GNP Bancorp, Inc., an Illinois corporation), each then unexercised and outstanding Option shall be converted into an option ("FCBC Option"), to purchase shares of Class A common stock, $1.25 par value per share, of FCBC ("FCBC Common"), and the Stock Appreciation Rights related to each such converted Option shall be cancelled and of no further effect. 2. Each FCBC Option shall cover a number of shares of FCBC Common equal to the number of shares of Common Stock covered by the unexercised portion of the converted Option as of the Closing multiplied by a fraction, the numerator of which shall be the Merger Consideration (as defined in the Agreement) per share of Common Stock less $65.74, and the denominator of which shall be the average of the high and low sale prices per share of FCBC Common reported on the NASDAQ National Market System for each day of the ten trading day period, ending three days prior to the Effective Date defined in the Agreement. 3. The purchase price per share of FCBC Common covered by each FCBC Option shall be an amount equal to the purchase price per share of Common Stock specified in the converted Option, multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock covered by the unexercised portion of the converted Option, and the denominator of which shall be the number of shares of FCBC Common covered by the FCBC Option (as determined pursuant to paragraph 2 above). 4. On or before the Closing, the Company and each Grantee shall enter into a written Conversion Agreement, and FCBC shall acknowledge such Agreement, providing for the conversion of the Options of the Grantee into FCBC Options, and the cancellation of Stock Appreciation Rights related to the converted Options, as described above. 5. At the Closing, each Grantee shall enter into a written Amended and Restated Incentive Stock Option Agreement with FCBC ("FCBC Option Agreement") evidencing the terms of his FCBC Options received pursuant to the Conversion Agreement. 6. Except as otherwise specifically provided in this Section, (a) all of the terms and conditions of a converted Option, as set forth in the applicable Option Agreement, shall continue to apply to the related FCBC Option, and shall be set forth in the FCBC Option Agreement evidencing such FCBC Option; and (b) the provisions of the Plan shall be incorporated in the FCBC Option and made a part thereof and shall continue to apply to and govern and control the FCBC Option. 7. If a Grantee does not deliver a Conversion Agreement to the Company prior to the Closing, as described above, his unexercised Options and related Stock Appreciation Rights shall be cancelled upon the Closing, and the Company shall pay to the Grantee in cash, an amount equal to the number of shares of Common Stock covered by the unexercised portion of his Options, multiplied by an amount equal to the excess of (i) the Merger Consideration per share of Common Stock reduced by $65.74, less (ii) the per share purchase price under such Option. The amount of cash to be delivered pursuant to the preceding sentence shall be reduced by the aggregate amount of any federal, state or local withholding taxes attributable to such payment. 8. The execution of a Conversion Agreement by a Grantee, or the receipt of the cash amount described in paragraph 7 by a Grantee who does not execute a Conversion Agreement on or prior to the Closing, shall be evidence of the consent of such Grantee to this First Amendment to the Plan. IN WITNESS WHEREOF, this First Amendment has been executed on behalf of the Company, by its duly authorized officer, this ____ day of March, 1994. HI-BANCORP, INC. By: _________________________________ EX-4 6 EXHIBIT 4.6 - FIRSTAR CORPORATION FIRST AMENDMENT TO GNP BANCORP, INC. EMPLOYEES' COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN WHEREAS, GNP Bancorp, Inc., an Illinois corporation ("Company"), heretofore has adopted the GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan ("Plan"), effective as of June 30, 1988, for the purpose of granting options to purchase common stock of the Company, and stock appreciation rights related to common stock of the Company, to key administrative, managerial or executive employees of the Company; and WHEREAS, the Company, pursuant to Article X of the Plan, reserved the right, subject to certain limited exceptions, to amend the Plan in any respect that the Board of Directors of the Company deems appropriate; NOW, THEREFORE, the Company hereby amends the Plan, pursuant to Article X, effective March 31, 1994, by adding Section 9.6 to read as follows: 9.6 Notwithstanding any other provisions of the Plan, or of any Option Agreement entered into pursuant to the Plan, the following provisions shall be applicable with respect to each Option and Stock Appreciation Right granted under the Plan that has not been exercised as of the effective date hereof: 1. Upon the Closing (as defined in the Agreement and Plan of Merger ("Agreement") entered into as of October 27, 1992, as amended, by and among First Colonial Bankshares Corporation, a Delaware corporation ("FCBC"), FCBC Acquisition Corp. I, an Illinois corporation, FCBC Acquisition Corp. II, an Illinois corporation, the Company and Hi-Bancorp, Inc., an Illinois corporation), each then unexercised and outstanding Option shall be converted into an option ("FCBC Option"), to purchase shares of Class A common stock, $1.25 par value per share, of FCBC ("FCBC Common"), and the Stock Appreciation Rights related to each such converted Option shall be cancelled and of no further effect. 2. Each FCBC Option shall cover a number of shares of FCBC Common equal to the number of shares of Common Stock covered by the unexercised portion of the converted Option as of the Closing multiplied by a fraction, the numerator of which shall be the Merger Consideration (as defined in the Agreement) per share of Common Stock less $54.85, and the denominator of which shall be the average of the high and low sale prices per share of FCBC Common reported on the NASDAQ National Market System for each day of the ten trading day period, ending three days prior to the Effective Date defined in the Agreement. 3. The purchase price per share of FCBC Common covered by each FCBC Option shall be an amount equal to the purchase price per share of Common Stock specified in the converted Option, multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock covered by the unexercised portion of the converted Option and the denominator of which shall be the number of shares of FCBC Common covered by the FCBC Option (as determined pursuant to paragraph 2 above). 4. On or before the Closing, the Company and each Grantee shall enter into a written Conversion Agreement, and FCBC shall acknowledge such Agreement, providing for the conversion of the Options of the Grantee into FCBC Options, and the cancellation of Stock Appreciation Rights related to the converted Options, as described above. 5. At the Closing, each Grantee shall enter into a written Amended and Restated Incentive Stock Option Agreement with FCBC ("FCBC Option Agreement") evidencing the terms of his FCBC Options received pursuant to the Conversion Agreement. 6. Except as otherwise specifically provided in this Section, (a) all of the terms and conditions of a converted Option, as set forth in the applicable Option Agreement, shall continue to apply to the related FCBC Option, and shall be set forth in the FCBC Option Agreement evidencing such FCBC Option; and (b) the provisions of the Plan shall be incorporated in the FCBC Option and made a part thereof and shall continue to apply to and govern and control the FCBC Option. 7. If a Grantee does not deliver a Conversion Agreement to the Company prior to the Closing, as described above, his unexercised Options and related Stock Appreciation Rights shall be cancelled upon the Closing, and the Company shall pay to the Grantee in cash, an amount equal to the number of shares of Common Stock covered by the unexercised portion of his Options, multiplied by an amount equal to the excess of (i) the Merger Consideration per share of Common Stock reduced by $54.85, less (ii) the per share purchase price under such Option. The amount of cash to be delivered pursuant to the preceding sentence shall be reduced by the aggregate amount of any federal, state or local withholding taxes attributable to such payment. 8. The execution of a Conversion Agreement by a Grantee, or the receipt of the cash amount described in paragraph 7 by a Grantee who does not execute a Conversion Agreement on or prior to the Closing, shall be evidence of the consent of such Grantee to this First Amendment to the Plan. IN WITNESS WHEREOF, this First Amendment has been executed on behalf of the Company, by its duly authorized officer, this ____ day of March, 1994. GNP BANCORP, INC. By: _________________________________ EX-4 7 EXHIBIT 4.7 - FIRSTAR CORPORATION HI-BANCORP, INC. AMENDMENT AND RESTATED INCENTIVE STOCK OPTION AGREEMENT This Amended and Restated Incentive Stock Option Agreement made and entered into this 31st day of March, 1994, by and between First Colonial Bankshares Corporation, a Delaware corporation ("FCBC") and the undersigned optionee ("Optionee") under and pursuant to the Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (the "Plan"). WITNESSETH: WHEREAS, the Stock Option Committee of the Board of Directors of Hi-Bancorp, Inc., an Illinois corporation ("Hi-Bancorp"), has heretofore granted the Optionee options (each an "Option") to purchase shares of the common stock of Hi-Bancorp, Inc. in the amount and at the purchase price set forth on Annex A hereto ("Annex A"); and WHEREAS, pursuant to a Conversion Agreement dated as of March 29, 1994, entered into by Hi-Bancorp and Optionee, and acknowledged and agreed to by FCBC, each Option was converted into an option ("FCBC Option") to purchase such number of shares of Class A common stock, $1.25 par value per share of FCBC ("FCBC Common") set forth on Annex A; NOW THEREFORE, the parties agree as follows: 1. Pursuant to the terms of the Conversion Agreement, and based upon the consideration set forth in each of the Incentive Stock Option Agreements between Hi-Bancorp and the Optionee evidencing the Option, FCBC hereby grants to the Optionee an FCBC Option to purchase such number of shares of FCBC Common at such purchase prices per share set forth on Annex A (the "Purchase Price") upon and subject to the terms and conditions set forth herein and in the Plan. This FCBC Option is intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). This FCBC Option shall not contain Stock Appreciation Rights. 2. Acknowledgement by Optionee. The Optionee hereby acknowledges: (i) that he has had an opportunity to review a copy of the Plan; (ii) that any question pertaining to the Plan, the FCBC Option, or the shares of FCBC Common subject thereto have been answered by FCBC to his satisfaction; (iii) that he understands that the Plan is incorporated herein by reference and is made a part of this Agreement as if fully set forth; and (iv) that the Plan shall control in the event there is any conflict between the Plan and this Agreement, and on such matters as are not contained in this Agreement. 3. Time of Exercise a. Subject to the provisions of this Section 3 set forth below, each FCBC Option may be exercised, in whole or in part, and the shares of FCBC Common subject thereto may first be purchased by the Optionee in accordance with the provisions of Section 4 below, on and after April 1, 1994. Except as otherwise provided in subparagraph (b) below, the FCBC Option may not be exercised after the earliest to occur of the following dates: (i) the expiration date of the FCBC Option set forth on Annex A, (ii) the date which is three (3) months after the Optionee's death, (iii) the date which is three (3) months after the Optionee's employment with FCBC (or its Subsidiaries) has terminated either due to his retirement or for any other reason if FCBC consents (or twelve (12) months if the Optionee's employment terminates as a result of his becoming disabled), or (iv) the date that the Optionee's employment with FCBC (or its Subsidiaries) terminates for any other reason. b. In the event that the Optionee dies within three (3) months after his employment with FCBC (or its Subsidiaries) terminates due to retirement or for any other reason with the consent of FCBC (or within twelve (12) months if the Optionee's employment terminates as a result of his becoming disabled), the FCBC Option may be exercised and the shares of FCBC Common subject thereto may be purchased until the earlier to occur of the following dates: (i) the expiration date of the FCBC Option set forth on Annex A, or (ii) the date which is three (3) months after the Optionee's death. 4. Manner of Exercise. a. The FCBC Option may be exercised only by the delivery of a written notice in person, or sent by registered or certified mail, return receipt requested, postage prepaid, to FCBC at its principal offices at 30 North Michigan Avenue, Chicago, Illinois 60602, Attn: Corporate Secretary. Each such notice of exercise shall state the FCBC Option being exercised, the number of shares of FCBC Common with respect to which the FCBC Option is being exercised and either shall be signed by the Optionee or, in the event that the FCBC Option is being exercised by the legal representative of the Optionee or of his estate, shall be signed by such legal representative and shall be accompanied by a copy of the Optionee's death certificate and such other proof, satisfactory to counsel for FCBC, of the right of such person to exercise the FCBC option. Notices sent by registered or certified mail shall be effective only when received by FCBC. b. Each such notice shall be accompanied by (i) the original executed copy of this Incentive Stock Option Agreement; (ii) payment of the full aggregate Purchase Price of the shares of FCBC Common purchased; and (iii) such other documents or instruments as FCBC may require to comply with then current federal or state income tax or securities laws. No shares of FCBC Common shall be issued in connection with an exercise of the FCBC Option until payment for such shares has been made. 5. Delivery of Certificates. FCBC shall not be required to issue or deliver any certificate for shares of FCBC Common upon the exercise of the FCBC Option prior to compliance by FCBC with any requirements of then current federal or state securities laws or of any stock exchange on which the shares of FCBC Common may at that time be listed. The Optionee (or the legal representative of the Optionee or his estate) shall have no interest in the shares of FCBC Common purchased hereunder unless and until certificates for such shares are issued to him. 6. Anti-Dilution Adjustment. In the event that the number of outstanding shares of FCBC Common shall be changed by reason of split-ups or combinations of shares or recapitalizations or by reason of stock dividends, the number of (i) shares of FCBC Common subject to the FCBC Option, and (ii) the Purchase Price per share of FCBC Common shall be appropriately adjusted, as determined by FCBC, to give proper effect to such changes. 7. Options are Non-Transferable. This FCBC Option may not be assigned, transferred, pledged, or hypothecated in any way, whether by operation of law or otherwise (except for the laws of descent and distribution). This FCBC Option may be exercised only by the Optionee (or in the event of his incompetency by his legal representative) during his lifetime and, after his death, may be exercised only by his legal representative. 8. No Guarantee of Employment. Nothing in this Agreement shall be deemed or construed in any manner to constitute a contract of employment between FCBC and the Optionee, nor affect the right of FCBC to terminate the employment of the Optionee. 9. Tax Information. In the event that the shares of FCBC Common acquired by the Optionee upon the exercise of the FCBC Option are sold or otherwise disposed of by the Optionee within one year from the transfer of the shares of FCBC Common to him, the Optionee agrees and undertakes to furnish promptly and in writing to FCBC, the date of such sale or other disposition. 10. Miscellaneous. a. This FCBC Option may not be exercised with respect to a fraction of any share of FCBC Common. b. Except where the context otherwise requires, all capitalized terms which are not defined herein shall have the same meaning set forth in the Plan. c. Anything to the contrary notwithstanding, the provisions of the Plan shall be incorporated herein and made a part hereof and shall govern and control to the extent of any inconsistency between the Plan and this Agreement and on such matters as are not contained in this Agreement. d. This Incentive Stock Option Agreement amends and restates each Incentive Stock Option Agreement evidencing the Options set forth on Annex A hereto and contains all of the undertakings and understandings between FCBC and the Optionee regarding the subject matter of this FCBC Option. No oral or unwritten undertaking or understandings exist with regard to this FCBC Option and if claimed or believed by any person to exist shall be disregarded and shall not be relied upon for any purpose. No modification or amendment of any of the terms of this FCBC Option shall be valid if not made in writing and no such writing shall be binding on FCBC if not signed by its President or one of its Vice Presidents. e. This FCBC Option shall be governed by and construed in accordance with the laws of the State of Illinois. IN WITNESS WHEREOF, FCBC has caused this Incentive Stock Option Agreement to be executed by its duly authorized corporate officer, and the Optionee has hereunto set his hand and seal, all as of the date and year first above written. FIRST COLONIAL BANKSHARES CORPORATION By: ____________________________________ Its: ___________________________________ OPTIONEE: ________________________________________ Annex A to Hi-Bancorp, Inc. Conversion Agreement and Amended and Restated Incentive Stock Option Agreement GRANTEE SUMMARY Schedule of Incentive Stock Options Covered by the Agreement Optionee: ______________________________ Exercise Exercise HBI Shares Price FCBC Price Expiration Option No. # ($/sh) Common (#) ($/sh) Date EX-4 8 EXHIBIT 4.8 - FIRSTAR CORPORATION GNP BANCORP, INC. AMENDMENT AND RESTATED INCENTIVE STOCK OPTION AGREEMENT This Amended and Restated Incentive Stock Option Agreement made and entered into this 31st day of March, 1994, by and between First Colonial Bankshares Corporation, a Delaware corporation ("FCBC") and the undersigned optionee ("Optionee") under and pursuant to the GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (the "Plan"). WITNESSETH: WHEREAS, the Stock Option Committee of the Board of Directors of GNP Bancorp, Inc., an Illinois corporation ("GNP Bancorp"), has heretofore granted the Optionee options (each an "Option") to purchase shares of the common stock of GNP Bancorp, Inc. in the amount and at the purchase price set forth on Annex A hereto ("Annex A"); and WHEREAS, pursuant to a Conversion Agreement dated as of March 29, 1994, entered into by GNP Bancorp and Optionee, and acknowledged and agreed to by FCBC, each Option was converted into an option ("FCBC Option") to purchase such number of shares of Class A common stock, $1.25 par value per share of FCBC ("FCBC Common") set forth on Annex A; NOW THEREFORE, the parties agree as follows: 1. Pursuant to the terms of the Conversion Agreement, and based upon the consideration set forth in each of the Incentive Stock Option Agreements between GNP Bancorp and the Optionee evidencing the Option, FCBC hereby grants to the Optionee an FCBC Option to purchase such number of shares of FCBC Common at such purchase prices per share set forth on Annex A (the "Purchase Price") upon and subject to the terms and conditions set forth herein and in the Plan. This FCBC Option is intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). This FCBC Option shall not contain Stock Appreciation Rights. 2. Acknowledgement by Optionee. The Optionee hereby acknowledges: (i) that he has had an opportunity to review a copy of the Plan; (ii) that any question pertaining to the Plan, the FCBC Option, or the shares of FCBC Common subject thereto have been answered by FCBC to his satisfaction; (iii) that he understands that the Plan is incorporated herein by reference and is made a part of this Agreement as if fully set forth; and (iv) that the Plan shall control in the event there is any conflict between the Plan and this Agreement, and on such matters as are not contained in this Agreement. 3. Time of Exercise a. Subject to the provisions of this Section 3 set forth below, each FCBC Option may be exercised, in whole or in part, and the shares of FCBC Common subject thereto may first be purchased by the Optionee in accordance with the provisions of Section 4 below, on and after April 1, 1994. Except as otherwise provided in subparagraph (b) below, the FCBC Option may not be exercised after the earliest to occur of the following dates: (i) the expiration date of the FCBC Option set forth on Annex A, (ii) the date which is three (3) months after the Optionee's death, (iii) the date which is three (3) months after the Optionee's employment with FCBC (or its Subsidiaries) has terminated either due to his retirement or for any other reason if FCBC consents (or twelve (12) months if the Optionee's employment terminates as a result of his becoming disabled), or (iv) the date that the Optionee's employment with FCBC (or its Subsidiaries) terminates for any other reason. b. In the event that the Optionee dies within three (3) months after his employment with FCBC (or its Subsidiaries) terminates due to retirement or for any other reason with the consent of FCBC (or within twelve (12) months if the Optionee's employment terminates as a result of his becoming disabled), the FCBC Option may be exercised and the shares of FCBC Common subject thereto may be purchased until the earlier to occur of the following dates: (i) the expiration date of the FCBC Option set forth on Annex A, or (ii) the date which is three (3) months after the Optionee's death. 4. Manner of Exercise. a. The FCBC Option may be exercised only by the delivery of a written notice in person, or sent by registered or certified mail, return receipt requested, postage prepaid, to FCBC at its principal offices at 30 North Michigan Avenue, Chicago, Illinois 60602, Attn: Corporate Secretary. Each such notice of exercise shall state the FCBC Option being exercised, the number of shares of FCBC Common with respect to which the FCBC Option is being exercised and either shall be signed by the Optionee or, in the event that the FCBC Option is being exercised by the legal representative of the Optionee or of his estate, shall be signed by such legal representative and shall be accompanied by a copy of the Optionee's death certificate and such other proof, satisfactory to counsel for FCBC, of the right of such person to exercise the FCBC option. Notices sent by registered or certified mail shall be effective only when received by FCBC. b. Each such notice shall be accompanied by (i) the original executed copy of this Incentive Stock Option Agreement; (ii) payment of the full aggregate Purchase Price of the shares of FCBC Common purchased; and (iii) such other documents or instruments as FCBC may require to comply with then current federal or state income tax or securities laws. No shares of FCBC Common shall be issued in connection with an exercise of the FCBC Option until payment for such shares has been made. 5. Delivery of Certificates. FCBC shall not be required to issue or deliver any certificate for shares of FCBC Common upon the exercise of the FCBC Option prior to compliance by FCBC with any requirements of then current federal or state securities laws or of any stock exchange on which the shares of FCBC Common may at that time be listed. The Optionee (or the legal representative of the Optionee or his estate) shall have no interest in the shares of FCBC Common purchased hereunder unless and until certificates for such shares are issued to him. 6. Anti-Dilution Adjustment. In the event that the number of outstanding shares of FCBC Common shall be changed by reason of split-ups or combinations of shares or recapitalizations or by reason of stock dividends, the number of (i) shares of FCBC Common subject to the FCBC Option, and (ii) the Purchase Price per share of FCBC Common shall be appropriately adjusted, as determined by FCBC, to give proper effect to such changes. 7. Options are Non-Transferable. This FCBC Option may not be assigned, transferred, pledged, or hypothecated in any way, whether by operation of law or otherwise (except for the laws of descent and distribution). This FCBC Option may be exercised only by the Optionee (or in the event of his incompetency by his legal representative) during his lifetime and, after his death, may be exercised only by his legal representative. 8. No Guarantee of Employment. Nothing in this Agreement shall be deemed or construed in any manner to constitute a contract of employment between FCBC and the Optionee, nor affect the right of FCBC to terminate the employment of the Optionee. 9. Tax Information. In the event that the shares of FCBC Common acquired by the Optionee upon the exercise of the FCBC Option are sold or otherwise disposed of by the Optionee within one year from the transfer of the shares of FCBC Common to him, the Optionee agrees and undertakes to furnish promptly and in writing to FCBC, the date of such sale or other disposition. 10. Miscellaneous. a. This FCBC Option may not be exercised with respect to a fraction of any share of FCBC Common. b. Except where the context otherwise requires, all capitalized terms which are not defined herein shall have the same meaning set forth in the Plan. c. Anything to the contrary notwithstanding, the provisions of the Plan shall be incorporated herein and made a part hereof and shall govern and control to the extent of any inconsistency between the Plan and this Agreement and on such matters as are not contained in this Agreement. d. This Incentive Stock Option Agreement amends and restates each Incentive Stock Option Agreement evidencing the Options set forth on Annex A hereto and contains all of the undertakings and understandings between FCBC and the Optionee regarding the subject matter of this FCBC Option. No oral or unwritten undertaking or understandings exist with regard to this FCBC Option and if claimed or believed by any person to exist shall be disregarded and shall not be relied upon for any purpose. No modification or amendment of any of the terms of this FCBC Option shall be valid if not made in writing and no such writing shall be binding on FCBC if not signed by its President or one of its Vice Presidents. e. This FCBC Option shall be governed by and construed in accordance with the laws of the State of Illinois. IN WITNESS WHEREOF, FCBC has caused this Incentive Stock Option Agreement to be executed by its duly authorized corporate officer, and the Optionee has hereunto set his hand and seal, all as of the date and year first above written. FIRST COLONIAL BANKSHARES CORPORATION By: ____________________________________ Its: ___________________________________ OPTIONEE: ________________________________________ Annex A to GNP Bancorp, Inc. Conversion Agreement and Amended and Restated Incentive Stock Option Agreement GRANTEE SUMMARY Schedule of Incentive Stock Options Covered by the Agreement Optionee: ______________________________ Exercise Exercise GNP Shares Price FCBC Price Expiration Option No. # ($/sh) Common (#) ($/sh) Date EX-4 9 EXHIBIT 4.9 - FIRSTAR CORPORATION GNP BANCORP, INC. EMPLOYEES' COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN CONVERSION AGREEMENT THIS CONVERSION AGREEMENT, made and entered into as of the 29th day of March, 1994, by and between GNP Bancorp, Inc. and the undersigned Grantee under the GNP Bancorp, Inc. Employees Combined Incentive and Non- Statutory Stock Option and Stock Appreciation Rights Plan amends each Option Agreement evidencing an Option and related Stock Appreciation Right heretofore granted to the Grantee under the Plan and listed on the Grantee Summary attached hereto as Annex A, as follows: 1. Amendment of the Plan; Conversion of Option. Upon the Effective Date (as defined in the Merger Agreement described below) of that certain merger (the "Merger") of the Company with and into FCBC Acquisition Corp. II pursuant to that certain Agreement and Plan of Merger dated as of October 27, 1992, as amended, by and among First Colonial Bankshares Corporation, FCBC Acquisition Corp. I, FCBC Acquisition Corp. II, Hi-Bancorp, Inc., GNP Bancorp, Inc. and Bank of Highwood (the "Merger Agreement") each outstanding Option listed on the Grantee Summary attached hereto as Annex A shall be amended such that the Common Stock to which such Option relates shall be Class A Common Stock, $1.25 par value per share, of First Colonial Bankshares Corporation ("FCBC Common") and the Stock Appreciation Right related to such Option shall be cancelled and of no further force and effect. 2. FCBC Option. The number of shares of FCBC Common to which each such amended Option shall relate shall be equal to: (A) the product of (x) the number of shares of GNP Bancorp Common (as defined in the Merger Agreement) covered by the Option listed in the Grantee Summary attached as Annex A hereto (to the extent not theretofore terminated prior to the Effective Date) multiplied by (y) the Merger Consideration (as defined in the Merger Agreement) payable under the Merger Agreement per share of GNP Bancorp Common less $54.85, divided by (B) the average of the high and low sale prices per share of FCBC Common reported on the NASDAQ National Market System for each day in the ten trading day period ending three days before the Effective Date of the Merger. The exercise price per share of FCBC Common under each such Option shall be equal to: (1) the aggregate option price for the shares of GNP Bancorp Common covered by the Option listed on the Grantee Summary attached as Annex A hereto (to the extent not theretofore terminated prior to the Effective Date), divided by (2) the number of shares of FCBC Common covered by the amended Option, as determined pursuant to paragraphs (A) and (B) above. 3. Effect of Conversion Agreement. Except as expressly provided for herein, this Conversion Agreement shall affect no amendment, change or modification whatsoever of or to an Option Agreement or to the Plan. Unless defined herein, capitalized terms used in this Conversion Agreement shall have the same meaning ascribed to them under the Plan. IN WITNESS WHEREOF, the Company has caused this Conversion Agreement to be executed by its duly authorized officers and the Grantee has hereunto set his hand and seal, all as of the date and year first above written. GNP BANCORP, INC. By: _________________________________ Its: ________________________________ Attest: By: _________________________________ Its: ________________________________ Grantee: _____________________________________ ACKNOWLEDGEMENT First Colonial Bankshares Corporation acknowledges and agrees that upon the Effective Date it will execute the Amended and Restated Incentive Stock Option Agreement attached hereto and further agrees that from and after the Effective Date it will be bound by the terms and conditions of such Amended and Restated Incentive Stock Option Agreement and the Plan. FIRST COLONIAL BANKSHARES CORPORATION By: ______________________________________ Robert F. Sherman, President Annex A to GNP Bancorp, Inc. Conversion Agreement and Amended and Restated Incentive Stock Option Agreement GRANTEE SUMMARY Schedule of Incentive Stock Options Covered by the Agreement Optionee:_________________________________ Exercise Exercise GNP Shares Price FCBC Price Expiration Option No. # ($/sh) Common (#) ($/sh) Date EX-4 10 EXHIBIT 4.10 - FIRSTAR CORPORATION HI-BANCORP, INC. EMPLOYEES' COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN CONVERSION AGREEMENT THIS CONVERSION AGREEMENT, made and entered into as of the 29th day of March, 1994, by and between Hi-Bancorp, Inc. and the undersigned Grantee under the Hi-Bancorp, Inc. Employees Combined Incentive and Non- Statutory Stock Option and Stock Appreciation Rights Plan amends each Option Agreement evidencing an Option and related Stock Appreciation Right heretofore granted to the Grantee under the Plan and listed on the Grantee Summary attached hereto as Annex A, as follows: 1. Amendment of the Plan; Conversion of Option. Upon the Effective Date (as defined in the Merger Agreement described below) of that certain merger (the "Merger") of the Company with and into FCBC Acquisition Corp. I pursuant to that certain Agreement and Plan of Merger dated as of October 27, 1992, as amended, by and among First Colonial Bankshares Corporation, FCBC Acquisition Corp. I, FCBC Acquisition Corp. II, Hi-Bancorp, Inc., GNP Bancorp, Inc. and Bank of Highwood (the "Merger Agreement") each outstanding Option listed on the Grantee Summary attached hereto as Annex A shall be amended such that the Common Stock to which such Option relates shall be Class A Common Stock, $1.25 par value per share, of First Colonial Bankshares Corporation ("FCBC Common") and the Stock Appreciation Right related to such Option shall be cancelled and of no further force and effect. 2. FCBC Option. The number of shares of FCBC Common to which each such amended Option shall relate shall be equal to: (A) the product of (x) the number of shares of Hi-Bancorp Common (as defined in the Merger Agreement) covered by the Option listed in the Grantee Summary attached as Annex A hereto (to the extent not theretofore terminated prior to the Effective Date) multiplied by (y) the Merger Consideration (as defined in the Merger Agreement) payable under the Merger Agreement per share of Hi-Bancorp Common less $65.74, divided by (B) the average of the high and low sale prices per share of FCBC Common reported on the NASDAQ National Market System for each day in the ten trading day period ending three days before the Effective Date of the Merger. The exercise price per share of FCBC Common under each such Option shall be equal to: (1) the aggregate option price for the shares of Hi- Bancorp Common covered by the Option listed on the Grantee Summary attached as Annex A hereto (to the extent not theretofore terminated prior to the Effective Date), divided by (2) the number of shares of FCBC Common covered by the amended Option, as determined pursuant to paragraphs (A) and (B) above. 3. Effect of Conversion Agreement. Except as expressly provided for herein, this Conversion Agreement shall affect no amendment, change or modification whatsoever of or to an Option Agreement or to the Plan. Unless defined herein, capitalized terms used in this Conversion Agreement shall have the same meaning ascribed to them under the Plan. IN WITNESS WHEREOF, the Company has caused this Conversion Agreement to be executed by its duly authorized officers and the Grantee has hereunto set his hand and seal, all as of the date and year first above written. HI-BANCORP, INC. By: _________________________________ Its: ________________________________ Attest: By: _________________________________ Its: ________________________________ Grantee: _____________________________________ ACKNOWLEDGEMENT First Colonial Bankshares Corporation acknowledges and agrees that upon the Effective Date it will execute the Amended and Restated Incentive Stock Option Agreement attached hereto and further agrees that from and after the Effective Date it will be bound by the terms and conditions of such Amended and Restated Incentive Stock Option Agreement and the Plan. FIRST COLONIAL BANKSHARES CORPORATION By: ______________________________________ Robert F. Sherman, President Annex A to Hi-Bancorp, Inc. Conversion Agreement and Amended and Restated Incentive Stock Option Agreement GRANTEE SUMMARY Schedule of Incentive Stock Options Covered by the Agreement Optionee:_________________________________ Exercise Exercise HBI Shares Price FCBC Price Expiration Option No. # ($/sh) Common (#) ($/sh) Date EX-5 11 EXHIBIT 5 - FIRSTAR CORPORATION EXHIBIT (5) January 25, 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 shares of the Corporation's Common Stock, $1.25 par value ("Common Stock"), and related preferred share purchase rights (the "Rights") which may be issued pursuant to the First Colonial Bankshares Corporation 1988 Stock Option Plan, the Hi-Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan and the GNP Bancorp, Inc. Employees' Combined Incentive and Non-Statutory Stock Option and Stock Appreciation Rights Plan (the "Plans"). 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 Plans; (ii) a signed copy of the Registration Statement; (iii) the Agreement and Plan of Reorganization dated as of July 31, 1994 among the Corporation, its wholly owned subsidiary, Firstar Corporation of Wisconsin (successor to Firstar Corporation of Illinois) and First Colonial Bankshares Corporation; (iv) resolutions of the Corporation's Board of Directors adopted on July 29, 1994; and (v) 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 Plans 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, Howard H. Hopwood III Senior Vice President and General Counsel EX-23 12 EXHIBIT 23.1 - FIRSTAR CORPORATION Consent of KPMG Peat Marwick LLP The Board of Directors Firstar Corporation: We consent to incorporation by reference in the Registration Statement on Form S-8 of Firstar Corporation of our report dated June 20, 1994, relating to the consolidated balance sheets of Firstar Corporation and Subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1993, which report appears in the December 31, 1993 annual report on Form 10-K of Firstar Corporation. KPMG Peat Marwick LLP Milwaukee, Wisconsin January 30, 1995 EX-24 13 EXHIBIT 24 - FIRSTAR CORPORATION FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 1st day of November, 1994. /s/ John A. Becker FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 2nd day of November, 1994. /s/ William H. Risch FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 14th day of November, 1994. /s/ Robert C. Buchanan FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 2nd day of November, 1994. /s/ Michael E. Batten FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 3rd day of November, 1994. /s/ George M. Chester, Jr. FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 4th day of November, 1994. /s/ Roger H. Derusha FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 2nd day of November, 1994. /s/ James L. Forbes FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 3rd day of November, 1994. /s/ Holmes Foster FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 4th day of November, 1994. /s/ Joseph F. Heil, Jr. FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 15th day of November, 1994. /s/ John H. Hendee FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 4th day of November, 1994. /s/ Jerry M. Hiegel FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 8th day of November, 1994. /s/ Joe Hladky FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 15th day of November, 1994. /s/ James H. Keyes FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 ____ day of November, 1994. /s/ Sheldon B. Lubar FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 2nd day of November, 1994. /s/ Daniel F. McKeithan, Jr. FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 3rd day of November, 1994. /s/ George W. Mead, II FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 14th day of November, 1994. /s/ Guy A. Osborn FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 6th day of November, 1994. /s/ Judith D. Pyle FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 8th day of November, 1994. /s/ Clifford V. Smith, Jr. FIRSTAR CORPORATION POWER OF ATTORNEY WITH RESPECT TO REGISTRATION STATEMENTS COVERING SECURITIES OF FIRSTAR CORPORATION (FIRST COLONIAL BANKSHARES CORPORATION) 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, John A. Becker, Howard H. Hopwood, 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 (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation, or otherwise) any and all instruments which said attorney and agent may deem necessary, appropriate or desirable 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 one or more Registration Statements and any and all amendments (including post-effective amendments) to each such Registration Statement relating to the issuance of common stock, $1.25 par value, and associated preferred stock purchase rights; preferred stock, $1 par value; options, warrants and rights to purchase common or preferred stock, and other debt or convertible securities of Firstar Corporation in connection with the acquisition by Firstar Corporation (or a subsidiary thereof) of First Colonial Bankshares Corporation pursuant to and in accordance with an Agreement and Plan of Reorganization and related Plan of Merger entered into by Firstar Corporation, including specifically but without limitation thereto, power and authority to sign his or her name (whether on behalf of Firstar Corporation, or as an officer or director of Firstar Corporation or by attesting the seal of Firstar Corporation, or otherwise) to each such Registration Statement and to such amendments (including post- effective amendments) to each Registration Statement to be filed with the Securities and Exchange Commission, or any of the exhibits, financial statements and schedules, or the Proxy Statements-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 7th day of November, 1994. /s/ William W. Wirtz -----END PRIVACY-ENHANCED MESSAGE-----