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