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EXHIBIT 99.4
FIRSTAR CORPORATION
COMMON STOCK PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF SHAREHOLDERS
The undersigned appoints Jerry A. Grundhofer and Jennie P. Carlson, or
either of them, with power of substitution to each, as attorney and proxy and
authorizes either of them to represent the undersigned at the Special Meeting of
Shareholders of Firstar Corporation to be held at the date, time and location
described on the reverse side, and at any applicable adjournment or postponement
thereof, and to vote, as designated below, all shares of Common Stock of Firstar
Corporation held as of record by the undersigned on December 15, 2000 and which
the undersigned would be entitled to vote at such Special Meeting, revoking all
former proxies.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO DIRECTION IS GIVEN AND THIS PROXY IS PROPERLY RETURNED, THIS
PROXY WILL BE VOTED FOR PROPOSAL NO. 1. PLEASE SIGN, DATE AND RETURN THIS PROXY
FORM USING THE ENCLOSED ENVELOPE.
IF YOU DO NOT VOTE BY TOUCH TONE PHONE OR INTERNET, PLEASE VOTE, SIGN THIS PROXY
ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.
(SEE REVERSE SIDE TO VOTE)
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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.
YOUR CONTROL NUMBER IS: [ ]
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OPTION 2: Access www.voteyourproxy.com. Follow the simple
VOTE ON THE INTERNET instructions. DO NOT RETURN YOUR PROXY CARD IF YOU VOTE ON
THE INTERNET.
YOUR PROXY NUMBER IS: [ ]
YOUR ISSUE NUMBER IS: [ ]
YOUR ACCOUNT NUMBER IS: [ ]
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OPTION 3: If you do not wish to vote by touch tone phone or the
MAIL YOUR PROXY CARD Internet, please complete and return the proxy card.
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[GRAPHIC OF TELEPHONE] [GRAPHIC OF PERSONAL COMPUTER]
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FIRSTAR CORPORATION SPECIAL MEETING OF SHAREHOLDERS
TUESDAY, FEBRUARY 13, 2001 9:00 A.M. CENTRAL TIME
THE PFISTER HOTEL, GRAND BALLROOM, 424 E. WISCONSIN AVE., MILWAUKEE, WI 53202
1. Approval of the Agreement and Plan of Merger, dated as of October 3, 2000,
as amended, by and between Firstar Corporation and U.S. Bancorp, and of the
transactions contemplated thereby.
/ / FOR / / AGAINST / / ABSTAIN
2. With discretionary power upon any and all other business that may properly
come before the meeting and upon matters incident to the conduct of the
meeting.
Date:
No. of Shares: ----------------------
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Check appropriate box and indicate changes below:
Address change? / /
Name change? / / ---------------------------------------
SIGNATURE(S) IN BOX
Please sign exactly as your name
appears on this proxy, giving your full
title if signing as attorney or
fiduciary. If shares are held jointly,
each joint owner should sign. If a
corporation, please sign in full
corporate name by duly authorized
officer. If a partnership, please sign
in partnership name by authorized
person.
