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EXHIBIT 99.4
FIRSTAR CORPORATION
COMMON STOCK PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DAY, , 2000
The undersigned appoints Jerry A. Grundhofer and Jennie P. Carlson, or
either of them, with power of substitution to each, as attorney and proxy and
authorizes either of them to represent the undersigned at the Special Meeting of
Shareholders of Firstar Corporation to be held at on
day, , 2000 at [a.m.] [p.m.] eastern time, and at any
applicable adjournment or postponement thereof, and to vote, as designated
below, all shares of Common Stock of Firstar Corporation held as of record by
the undersigned on , 2000 and which the undersigned would be
entitled to vote at such Special Meeting, revoking all former proxies.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN AND THIS PROXY IS PROPERLY RETURNED, THIS
PROXY WILL BE VOTED FOR PROPOSAL NO. 1. PLEASE SIGN, DATE AND RETURN THIS PROXY
FORM USING THE ENCLOSED ENVELOPE.
IF YOU DO NOT VOTE BY TOUCH TONE PHONE OR INTERNET, PLEASE VOTE, SIGN THIS PROXY
ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.
(SEE REVERSE SIDE TO VOTE)
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FIRSTAR NOW OFFERS THREE WAYS FOR YOU TO VOTE YOUR PROXY.
AS A SHAREHOLDER, YOU CAN NOW HELP YOUR COMPANY SAVE BOTH TIME AND EXPENSE
BY VOTING THIS PROXY OVER THE INTERNET OR BY TOUCH TONE PHONE.
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OPTION 1: Call toll free [1-800-214-9752] using a touch tone phone 24
VOTE BY TELEPHONE hours a day, 7 days a week. You will be asked to enter the
information listed below. Then, if you wish to vote as
recommended by the Board of Directors, simply press 1.
That's all there is to it . . . end of call. If you do not
wish to vote as the Board recommends, you need only respond
to a few simple prompts. THERE IS NO CHARGE FOR THIS CALL.
DO NOT RETURN YOUR PROXY CARD IF YOU VOTE BY PHONE.
YOU CONTROL NUMBER IS: [ ]
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OPTION 2: Access [www.voteyourproxy.com]. Follow the simple
VOTE ON THE INTERNET instructions. DO NOT RETURN YOUR PROXY CARD IF YOU VOTE ON
THE INTERNET.
YOUR PROXY NUMBER IS: [ ]
YOUR ISSUE NUMBER IS: [ ]
YOUR ACCOUNT NUMBER IS: [ ]
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OPTION 3: If you do not wish to vote by touch tone phone or the
MAIL YOUR PROXY CARD Internet, please complete and return the proxy card.
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[GRAPHIC OF TELEPHONE] [GRAPHIC OF PERSONAL COMPUTER]
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FIRSTAR CORPORATION SPECIAL MEETING OF SHAREHOLDERS
DAY, , 2000
1. Approval of the Agreement and Plan of Merger, dated as of October 3, 2000,
as amended as of October 23, 2000, by and between Firstar Corporation and
U.S. Bancorp, and of the transactions contemplated thereby.
/ / FOR / / AGAINST / / ABSTAIN
2. With discretionary power upon any and all other business that may properly
come before the meeting and upon matters incident to the conduct of the
meeting.
Date:
------------------------------------------------ No. of Shares:
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Check appropriate box and indicate changes below:
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Address change? / /
Name change? / /
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SIGNATURE(S) IN BOX
Please sign exactly as your name
appears on this proxy, giving your
fill title if signing as attorney
or fiduciary. If shares are held
jointly, each joint owner should
sign. If a corporation, please
sign in full corporate name by
duly authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
