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EXHIBIT 99.3
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U.S. BANCORP SPECIAL MEETING OF STOCKHOLDERS
, [ ], [ ], AT [ ]
MINNEAPOLIS CONVENTION CENTER
1301 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55403
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P R O X Y THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF U.S.
BANCORP.
The undersigned, having received the Notice of Special Meeting and
Joint Proxy Statement-Prospectus, revoking any proxy previously
given, hereby appoint(s) Andrew Cecere and Lee R. Mitau as proxies
(each with power to act alone and with full power of substitution) to
vote as directed all shares the undersigned is (are) entitled to vote
at the U.S. Bancorp Special Meeting of Stockholders and authorize(s)
each to vote in his or her discretion upon such other business as may
properly come before the meeting, or any adjournment or postponement
thereof. IF THIS SIGNED PROXY CARD CONTAINS NO SPECIFIC VOTING
INSTRUCTIONS, MY (OUR) SHARES WILL BE VOTED "FOR" ADOPTION OF THE
AGREEMENT AND PLAN OF MERGER DATED OCTOBER 3, 2000, BETWEEN FIRSTAR
CORPORATION AND U.S. BANCORP, AS AMENDED ON OCTOBER 24, 2000, AND IN
THE DISCRETION OF THE NAMED PROXIES ON ALL OTHER MATTERS.
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UNLESS VOTING BY TELEPHONE OR THROUGH THE INTERNET, PLEASE MARK, SIGN AND DATE
THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
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SEE REVERSE SIDE
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FOLD AND DETACH HERE
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/X/ PLEASE MARK YOUR VOTE
AS IN THIS EXAMPLE.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL BELOW.
PROPOSAL 1: Adoption of the Agreement and Plan of Merger, dated as of
October 3, 2000 between Firstar Corporation and U.S. Bancorp, as
amended as of October 24, 2000.
/ / WILL ATTEND SPECIAL MEETING / / FOR / / AGAINST / / ABSTAIN
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Date , 200
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Signature(s)
Please sign exactly as your name(s) appear(s) on
this proxy card. Joint owners should each sign. If
signed by an attorney, executor, guardian or in
some other capacity or as an officer of a
corporation, please add title as such. UNLESS
VOTING BY TELEPHONE OR THROUGH THE INTERNET, PLEASE
SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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FOLD AND DETACH HERE
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VOTE BY TELEPHONE OR INTERNET
FAST - EASY - IMMEDIATE
U.S. Bancorp encourages you to take advantage of two cost-effective and
convenient ways to vote your shares. You may vote your shares 24 hours a day, 7
days a week, either using a touch-tone telephone or through the Internet. Your
telephone or Internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed and returned your proxy card. Please
note that all votes by telephone or through the Internet must be received by
[time], on [date].
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TO VOTE BY PHONE: CALL TOLL-FREE ON A TOUCH-TONE TELEPHONE [1-877-779-8683].
You will be asked to enter the Control Number printed in the
box above, just below the perforation. Then simply follow
the instructions.
TO VOTE BY INTERNET: GO TO THE WEB SITE ADDRESS: www.eproxyvote.com/usb
You will be asked to enter the Control Number printed in the
box above, just below the perforation. Then simply follow
the instructions. (As with all Internet usage, the user must
pay all fees and telephone charges.)
TO VOTE BY MAIL: Simply mark, sign, and date your proxy card and return it in
the enclosed postage-paid envelope. If you are voting by
telephone or the Internet, please do not mail your proxy
card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
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ADMISSION TICKET
(Present this ticket at the meeting.)
U.S. BANCORP SPECIAL MEETING OF SHAREHOLDERS
______DAY, ____________, 2000 AT ______ [A.M.] [P.M.]
[MINNEAPOLIS CONVENTION CENTER]
[1301 SECOND AVENUE SOUTH]
[MINNEAPOLIS, MINNESOTA]
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Shareholder Name(s): ------------------------------------------------------------
(Please print exactly as your name(s) appear(s) on the proxy
card.)
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[Please refer to the map on the back cover of the Joint Proxy Statement
for the location of the Annual Meeting and parking information.]
