Registration No. 33-_____
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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)
Investors Savings Corp. Stock Option Plan
Investors Bank Corp. 1993 Stock Incentive 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
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registra-
Registered Registered Per Share Price tion Fee
Common Stock, 214,509 $9.39(1) $2,014,240(1) $695
$1.25 par value shares
Preferred Share 107,254 (2) (2) (2)
Purchase Rights rights
(1) Computed based upon the aggregate offering price divided by all
outstanding options with various known option 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.
_________________________________
<PAGE>
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, 1994, which includes certified financial statements as of and
for the year ended December 31, 1994.
2. All other reports filed since December 31, 1994 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 March 31, 1995 beneficially owned
54,034 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) Investors Savings Corp. Stock
Option Plan
(4.2) Investors Bank Corp. 1993 Stock
Incentive Plan
(4.3) Shareholder Rights Plan of
Firstar Corporation (Exhibit 4
to Form 8-K dated January 19,
1989; incorporated herein by
reference)
(4.4) Restated Articles of
Incorporation, as amended, of
Firstar Corporation (Exhibit
4(d) to Amendment No. 1 to
Registration Statement No. 33-
57225; incorporated herein by
reference)
(4.5) Articles of Amendment to the
Restated Articles of
Incorporation of Firstar
Corporation creating Series D
Convertible Preferred Stock
(Exhibit 4(e) to Amendment No. 1
to Registration Statement No.
33-57225; incorporated herein by
reference)
(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.
<PAGE>
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 April 27, 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, April 27, 1995
Roger L. Fitzsimonds Chief Executive Officer
and Director (principal
executive officer)
/s/ John A. Becker* President and Director April 27, 1995
John A. Becker
/s/ William H. Risch*
William H. Risch Senior Vice President- April 27, 1995
Finance and Treasurer
(principal accounting
and financial officer)
/s/ Michael E. Batten* Director April 27, 1995
Michael E. Batten
/s/ Robert C. Buchanan* Director April 27, 1995
Robert C. Buchanan
/s/ George M. Chester, Director April 27, 1995
Jr.*
George M. Chester, Jr.
/s/ Roger H. Derusha* Director April 27, 1995
Roger H. Derusha
/s/ James L. Forbes* Director April 27, 1995
James L. Forbes
/s/ Holmes Foster* Director April 27, 1995
Holmes Foster
/s/ Joseph F. Heil, Jr.* Director April 27, 1995
Joseph F. Heil, Jr.
/s/ John H. Hendee, Jr.* Director April 27, 1995
John H. Hendee, Jr.
/s/ Jerry M. Hiegel* Director April 27, 1995
Jerry M. Hiegel
/s/ Joe Hladky* Director April 27, 1995
Joe Hladky
/s/ C. Paul Johnson* Director April 27, 1995
C. Paul Johnson
/s/ James H. Keyes* Director April 27, 1995
James H. Keyes
/s/ Sheldon B. Lubar* Director April 27, 1995
Sheldon B. Lubar
/s/ Daniel F. McKeithan, Director April 27, 1995
Jr.*
Daniel F. McKeithan, Jr.
/s/ George W. Mead II* Director April 27, 1995
George W. Mead II
/s/ Guy A. Osborn* Director April 27, 1995
Guy A. Osborn
/s/ Judith D. Pyle* Director April 27, 1995
Judith D. Pyle
/s/ Clifford V. Smith, Director April 27, 1995
Jr.*
Clifford V. Smith, Jr.
/s/ William W. Wirtz* Director April 27, 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.
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Investors Savings Corp. Stock Option
Plan
(4.2) Investors Bank Corp. 1993 Stock
Incentive Plan
(4.3) Shareholder Rights Plan of Firstar
Corporation (Exhibit 4 to Form 8-K
dated January 19, 1989; incorporated
herein by reference)
(4.4) Restated Articles of Incorporation, as
amended, of Firstar Corporation
(Exhibit 4(d) to Amendment No. 1 to
Registration Statement No. 33-57225;
incorporated herein by reference)
(4.5) Articles of Amendment to the Restated
Articles of Incorporation of Firstar
Corporation creating Series D
Convertible Preferred Stock (Exhibit
4(e) to Amendment No. 1 to
Registration Statement No. 33-57225;
incorporated herein by reference)
(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
As Amended By the
Board of Directors on
June 29, 1989,
September 24, 1991
and October 22, 1991
INVESTORS SAVINGS CORP.
STOCK OPTION PLAN
1. Purpose of Plan.
This Plan shall be known as the "INVESTORS SAVINGS CORP. Stock
Option Plan" and is hereinafter referred to as the "Plan". The purpose of
the Plan is to aid in maintaining and developing personnel capable of
assuring the future success of Investors Savings Corp., a Delaware
corporation ("ISC"), to offer such personnel additional incentives to put
forth maximum efforts for the success of the business, and to afford them
an opportunity to acquire a proprietary interest in ISC through stock
options as provided herein. Options granted under this Plan may be either
incentive stock options ("Incentive Stock Options") within the meaning of
Section 422A of the Internal Revenue Code of 1954, as in effect prior to
January 1, 1987, or the Internal Revenue Code of 1986, whichever is
applicable (the "Code"), or options which do not qualify as Incentive
Stock Options.
2. Stock Subject to Plan.
Subject to the provisions of Section 13 hereof, the stock to be
subject to options under the Plan shall be ISC's authorized Common Stock,
par value $.01 per share. Such shares may be either authorized but
unissued shares, or issued shares which have been reacquired by ISC.
Subject to the adjustment as provided in Section 13 hereof, the maximum
number of shares on which options may be exercised under this Plan after
September 24, 1991 shall be 469,940 shares. If an option under the Plan
expires, or for any reason is terminated or unexercised with respect to
any shares, such shares shall again be available for options thereafter
granted during the term of the Plan.
3. Administration of Plan.
(a) The Plan shall be administered by a committee (the
"Committee") of two or more directors of ISC who are not also employees of
ISC and all of whom shall be "disinterested persons" with respect to the
Plan within the meaning of Rule 16b-3(c)(2)(ii) of the Securities and
Exchange Commission. The members of the Committee shall be appointed by
and serve at the pleasure of the Board of Directors.
(b) The Committee shall have plenary authority in its
discretion, but subject to the express provisions of this Plan, to
determine: (i) the purchase price of the Common Shares covered by each
option, (ii) the employees to whom and the time or times at which such
options shall be granted and the number of shares to be subject to each
option, (iii) the terms of exercise of each option, (iv) to accelerate the
time at which all or any part of an option may be exercised, (v) to amend
or modify the terms of any option with the consent of the optionee, (vi)
to interpret the Plan, (vii) to prescribe, amend and rescind rules and
regulations relating to the Plan, (viii) to determine the terms and
provisions of each option agreement under this Plan (which agreements need
not be identical), including the designation of those options intended to
be Incentive Stock Options, and (ix) to make all other determinations
necessary or advisable for the administration of the Plan, subject to the
exclusive authority of the Board of Directors under Section 13 herein to
amend or terminate the Plan and subject to the limitations set forth in
Section 8 with respect to options granted to Directors who are not also
employees. The Committee's determinations on the foregoing matters,
unless otherwise disapproved by the Board of Directors of ISC, shall be
final and conclusive.
(c) The Committee shall select one of its members as its
Chairman and shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by not less than a majority
of its members. Any decision or determination reduced to writing and
signed by all of the members of the Committee shall be fully effective as
if it had been made by a majority vote at a meeting duly called and held.
The granting of an option pursuant to the Plan shall be effective only if
a written agreement shall have been duly executed and delivered by and on
behalf of ISC and the employee to whom such right is granted. The
Committee may appoint a Secretary and may make such rules and regulations
for the conduct of its business as it shall deem advisable.
4. Eligibility.
Incentive Stock Options may only be granted under this Plan to
full or part-time employees (which term as used herein includes, but is
not limited to, officers and directors who are also employees) of ISC and
of its present and future subsidiary corporations (herein called
"subsidiaries"). Members of the Board of Directors of ISC, consultants or
independent contractors providing valuable services to ISC or one of its
subsidiaries who are not also employees thereof shall be eligible to
receive options which do not qualify as Incentive Stock Options.
Notwithstanding the foregoing, no member of the Board of Directors who is
not also an employee shall be eligible to receive options under the Plan,
except as provided in Section 8 hereof. In determining the persons to
whom options shall be granted and the number of shares subject to each
option, the Committee may take into account the nature of services
rendered by the respective employees, their present and potential
contributions to the success of ISC and such other factors as the
Committee in its discretion shall deem relevant. A person who has been
granted an option under this Plan may be granted an additional option or
options under the Plan if the Committee shall so determine; provided,
however, that (a) for Incentive Stock Options granted before January 1,
1987, the aggregate fair market value (determined as of the time the
option is granted) of the Common Stock for which any employee may be
granted such Incentive Stock Options in any calendar year (under all plans
described in subsection (b)(8) of Section 422A of the Code of his employer
corporation and its parent and subsidiary corporations) shall not exceed
$100,000 plus any unused limit carryover to such year, determined in the
manner set forth in Section 422A (c)(4) of the Code, and (b) for Incentive
Stock Options granted after December 31, 1986, the aggregate fair market
value (determined at the time the Incentive Stock Option is granted) of
the stock with respect to which all Incentive Stock Options are
exercisable for the first time by an employee during any calendar year
(under all plans described in subsection (b)(7) of Section 422A of the
Code of his employer corporation and its parent and subsidiary
corporations) shall not exceed $100,000.
5. Price.
The option price for all Incentive Stock Options granted under
the Plan shall be determined by the Committee but shall not be less than
100% of the fair market value of the Common Stock at the date of granting
of such option. The option price for options granted under the Plan which
do not qualify as Incentive Stock Options shall also be determined by the
Committee but may be less than 100% of the fair market value of the Common
Stock. For purposes of the preceding sentence and for all other valuation
purposes under the Plan, the fair market value of the Common Stock shall
be as reasonably determined by the Committee, but shall not be less than
(i) the closing price of the stock as reported for composite transactions,
if the Common Stock is then traded on a national securities exchange, (ii)
the last sale price if the Common Stock is then quoted on the NASDAQ
National Market System or (iii) the average of the closing representative
bid and asked prices of the Common Stock as reported on NASDAQ on the date
as of which fair market value is being determined. If on the date of
grant of any option granted under the Plan, the Common Stock of ISC is not
publicly traded, the Committee shall make a good faith attempt to satisfy
the option price requirement of this Section 5 and in connection therewith
shall take such action as it deems necessary or advisable.
6. Term.
Except with respect to options granted to Directors who are not
also employees of the Company, which shall be governed by Section 8
hereof, each option and all rights and obligations thereunder shall,
subject to the provisions of Section 10, expire on the date determined by
the Committee and specified in the option agreement. The Committee shall
be under no duty to provide terms of like duration for options granted
under the Plan, but the term of an Incentive Stock Option may not extend
more than ten (10) years from the date of granting of such option.
7. Exercise of Option.
(a) Except with respect to options granted to Directors who are
not also employees of the Company, which shall be governed by Section 8
hereof, the Committee shall have full and complete authority to determine,
subject to Section 10 herein, whether the option will be exercisable in
full at any time or from time to time during the term of the option, or to
provide for the exercise thereof in such installments, upon the occurrence
of such events and at such times during the term of the option as the
Committee may determine.
(b) No Incentive Stock Option granted before January 1, 1987,
shall be exercisable while there is outstanding (within the meaning of
subsection (c)(7) of Section 422A of the Code) any other Incentive Stock
Option which was previously granted to the optionee to purchase stock in
ISC or in a corporation which (at the time of the grant) was a parent or
subsidiary corporation of ISC, or a predecessor corporation of any of such
corporations.
(c) The exercise of any option granted hereunder shall only be
effective at such time that the sale of Common Stock pursuant to such
exercise will not violate any state or federal securities or other laws.
(d) An optionee electing to exercise an option shall give
written notice to ISC of such election and of the number of shares subject
to such exercise. The full purchase price of such shares shall be
tendered with such notice of exercise. Payment shall he made to ISC
either in cash (including check, bank draft or money order), or, at the
discretion of the Committee, (i) by delivering ISC's Common Stock already
owned by the optionee having a fair market value equal to the full
purchase price of the shares, or (ii) a combination of cash and such
shares; provided, however, that an optionee shall not be entitled to
tender shares of ISC's Common Stock pursuant to successive, substantially
simultaneous exercises of options granted under this or any other stock
option plan of ISC. The fair market value of such shares shall be
determined as provided in Section 5 herein. Until such person has been
issued a certificate or certificates for the shares subject to such
exercise, he shall possess no rights as a stockholder with respect to such
shares.
8. Options to Non-employee Directors.
Each director of ISC who is not an employee of ISC or any of its
subsidiaries shall be granted an option to purchase 1,000 shares of common
stock on July 1, 1989 and an option to purchase an additional 2,000 shares
of Common Stock on July 1 of each year thereafter. The option price shall
be equal to 100% of the fair market value on the date of grant (or the
last trading day preceding the date of grant if any July 1 shall fall on a
weekend or holiday). The options shall not qualify as incentive stock
options and shall become exercisable with respect to 50% of the shares
subject thereto commencing one year from the date of grant and with
respect to the remaining 50% commencing two years from the date of grant
and shall expire seven years from the date of grant. Notwithstanding any
other provision of this Plan, no option granted to a Director who is not
also an employee may contain terms that vary from the foregoing and no
action of the Committee or the Board of Directors shall alter such terms.
The provisions of this Section 8 may be amended only by vote of holders of
a majority of the outstanding Common Stock of ISC, upon recommendation of
the Board of Directors, and no such amendment shall be effective if any
other amendment to this Section 8 shall have been recommended and approved
within the six months preceding such amendment.
9. Additional Restrictions.
Subject to the provisions of Section 8, the Committee shall have
full and complete authority to determine whether all or any part of the
Common Stock of ISC acquired upon exercise of any of the options granted
under the Plan shall be subject to restrictions on the transferability
thereof or any other restrictions affecting in any manner the optionee's
rights with respect thereto, but any such restriction shall be contained
in the agreement relating to such options.
10. Effect of Termination of Employment or Death.
(a) In the event that the holder of an Incentive Stock Option
shall cease to be employed by ISC or its subsidiaries, if any, for any
reason other than his gross and willful misconduct or his death or
disability, such holder shall have the right to exercise the option at any
time within one month after such termination of employment to the extent
of the full number of shares he was entitled to purchase under the option
on the date of termination, subject to the condition that no option shall
be exercisable after the expiration of the term of the option.
(b) In the event that the holder of an Incentive Stock Option
shall cease to be employed by ISC or its subsidiaries, if any, by reason
of his gross and willful misconduct during the course of his employment,
including but not limited to wrongful appropriation of funds of his
employer or the commission of a gross misdemeanor or felony, the option
shall be terminated as of the date of the misconduct.
(c) If the holder of an Incentive Stock Option shall die while
in the employ of ISC or a subsidiary, if any, or within one month after
termination of employment for any reason other than gross and willful
misconduct, or become disabled (within the meaning of Code Section
105(d)(4)) while in the employ of ISC or a subsidiary, if any, and such
optionee shall not have fully exercised the Incentive Stock Option, such
option may be exercised at any time within twelve months after his death
or such disability by the personal representatives, administrators, or if
applicable guardian, of the optionee or by any person or persons to whom
the option is transferred by will or the applicable laws of descent and
distribution, to the extent of the full number of shares he was entitled
to purchase under the option on the date of death, disability or
termination of employment, if earlier, and subject to the condition that
no option shall be exercisable after the expiration of the term of the
option.
(d) Nothing in the Plan or in any agreement thereunder shall
confer on any employee any right to continue in the employ of ISC or any
of its subsidiaries or affect, in any way, the right of ISC or any of its
subsidiaries to terminate his employment at any time.
11. 10-Percent Shareholder Rule.
Notwithstanding any other provision in the Plan, if at the time
an incentive stock option is otherwise to be granted pursuant to the Plan
the optionee owns directly or indirectly (within the meaning of Section
425(d) of the Code) Common Stock of ISC possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of ISC or
its parent or subsidiary corporations, if any, (within the meaning of
Section 422A(b)(6) of the Code) then any Incentive Stock Option to be
granted to such optionee pursuant to the Plan shall satisfy the
requirements of Section 422A(c)(8) of the Code, and the option price shall
be not less than 110% of the fair market value of the Common Stock of ISC
determined as described herein, and such option by its terms shall not be
exercisable after the expiration of five (5) years from the date such
option is granted.
12. Non-Transferability.
No option granted under the Plan shall be transferable by an
optionee, otherwise than by will or the laws of descent or distribution as
provided in Section 10(c) herein. During the lifetime of an optionee the
option shall be exercisable only by such optionee.
13. Dilution or Other Adjustments.
If there shall be any change in the Common Stock through merger,
consolidation, reorganization, recapitalization, stock dividend (of
whatever amount), stock split or other change in the corporate structure,
appropriate adjustments in the Plan and outstanding options shall be made
by the Committee. In the event of any such changes, adjustments shall
include, where appropriate, changes in the aggregate number of shares
subject to the Plan, the number of shares and the price per share subject
to outstanding options, in order to prevent dilution or enlargement of
option rights.
14. Amendment or Discontinuance of Plan.
The Board of Directors may amend or discontinue the Plan at any
time. Subject to the provisions of Section 15 no amendment of the Plan,
however, shall without stockholder approval: (i) increase the maximum
number of shares under the Plan as provided in Section 2 herein, (ii)
decrease the minimum option price provided in Section 5 herein, (iii)
extend the maximum option term under Section 6, or (iv) materially modify
the eligibility requirements for participation in the Plan. The Board of
Directors shall not alter or impair any option theretofore granted under
the Plan without the consent of the holder of the option.
15. Time of Granting.
Nothing contained in the Plan or in any resolution adopted or to
be adopted by the Board of Directors or by the stockholders of ISC, and no
action taken by the Committee or the Board of Directors (other than the
execution and delivery of an option), shall constitute the granting of an
option hereunder.
16. Effective Date and Termination of Plan.
(a) The Plan was approved by the Board of Directors and
stockholders on December 28, 1983 and most recently amended on May 5,
1992.
(b) Unless the Plan shall have been discontinued as provided in
Section 14 hereof, the Plan shall terminate September 24, 2001. No option
may be granted after such termination, but termination of the Plan shall
not, without the consent of the optionee, alter or impair any rights or
obligations under any option theretofore granted.
INVESTORS BANK CORP.
1993 STOCK INCENTIVE PLAN
Section 1. Purpose.
The purpose of the Plan is to aid in attracting and retaining
personnel and members of the Board of Directors who are not also employees
("Non-Employee Directors") of Investors Bank Corp. (the "Company") capable
of assuring the future success of the Company, to offer such personnel
incentives to put forth maximum efforts for the success of the Company's
business and to afford such personnel an opportunity to acquire a
proprietary interest in the Company.
Section 2. Definitions.
As used in the Plan, the following terms shall have the meanings
set forth below:
(a) "Affiliate" shall mean (i) any entity that, directly or
indirectly through one or more intermediaries, is controlled by the
Company and (ii) any entity in which the Company has a significant equity
interest, in each case as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award, Dividend
Equivalent or Other Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement,
contract or other instrument or document evidencing any Award granted
under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and any regulations promulgated thereunder.
(e) "Committee" shall mean a committee of the Board of
Directors of the Company designated by such Board to administer the Plan,
which shall consist of members appointed from time to time by the Board of
Directors and shall be comprised of not less than such number of directors
as shall be required to permit the Plan to satisfy the requirements of
Rule 16b-3. Each member of the Committee shall be a "disinterested
person" within the meaning of Rule 16b-3.
(f) "Company" shall mean Investors Bank Corp., a Delaware
corporation, and any successor corporation.
(g) "Dividend Equivalent" shall mean any right granted under
Section 6(e) of the Plan.
(h) "Eligible Person" shall mean any employee, officer,
consultant or independent contractor providing services to the Company or
any Affiliate who the Committee determines to be an Eligible Person.
Eligible Person shall not include any Non-Employee Director, who shall
receive Awards only pursuant to Section 6(h) of the Plan.
(i) "Fair Market Value" shall mean, with respect to any
property (including, without limitation, any Shares or other securities),
the fair market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee or,
in the case of grants pursuant to Section 6(h), the Board of Directors.
(j) "Incentive Stock Option" shall mean an option granted under
Section 6(a) of the Plan that is intended to meet the requirements of
Section 422 of the Code or any successor provision.
(k) "Non-Qualified Stock Option" shall mean an option granted
under Section 6(a) of the Plan, or Section 6(h) of the Plan in the case of
grants to Non-Employee Directors, that is not intended to be an Incentive
Stock Option.
(l) "Option" shall mean an Incentive Stock Option or a Non-
Qualified Stock Option, and shall include Restoration Options.
(m) "Other Stock-Based Award" shall mean any right granted
under Section 6(f) of the Plan.
(n) "Participant" shall mean an Eligible Person designated to
be granted an Award under the Plan.
(o) "Performance Award" shall mean any right granted under
Section 6(d) of the Plan.
(p) "Person" shall mean any individual, corporation,
partnership, association or trust.
(q) "Plan" shall mean this 1993 Stock Incentive Plan, as
amended from time to time.
(r) "Reload Option" shall mean any Option granted under Section
6(a)(iv) of the Plan.
(s) "Restricted Stock" shall mean any Share granted under
Section 6(c) of the Plan.
(t) "Restricted Stock Unit" shall mean any unit granted under
Section 6(c) of the Plan evidencing the right to receive a Share (or a
cash payment equal to the Fair Market Value of a Share) at some future
date.
(u) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, or any successor rule or regulation.
(v) "Shares" shall mean shares of Common Stock, $.01 par value,
of the Company or such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.
(w) "Stock Appreciation Right" shall mean any right granted
under Section 6(b) of the Plan.
Section 3. Administration.
(a) Power and Authority of the Committee. The Plan shall be
administered by the Committee; provided, however, that Section 6(h) of the
Plan shall not be administered by the Committee but rather by the Board of
Directors subject to the provisions and restrictions of such Section 6(h).
Subject to the express provisions of the Plan and to applicable law, and
except with respect to Section 6(h) of the Plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under the
Plan; (iii) determine the number of Shares to be covered by (or with
respect to which payments, rights or other matters are to be calculated in
connection with) each Award; (iv) determine the terms and conditions of
any Award or Award Agreement; (v) amend the terms and conditions of any
Award or Award Agreement and accelerate the exercisability of Options or
the lapse of restrictions relating to Restricted Stock, Restricted Stock
Units or other Awards; (vi) determine whether, to what extent and under
what circumstances Awards may be exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited or
suspended; (vii) determine whether, to what extent and under what
circumstances cash, Shares, other securities, other Awards, other property
and other amounts payable with respect to an Award under the Plan shall be
deferred either automatically or at the election of the holder thereof or
the Committee; (viii) interpret and administer the Plan and any instrument
or agreement relating to, or Award made under, the Plan; (ix) establish,
amend, suspend or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan;
and (x) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect
to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive and
binding upon any Participant, any holder or beneficiary of any Award and
any employee of the Company or any Affiliate.
(b) Delegation. The Committee may delegate its powers and
duties under the Plan to one or more officers of the Company or any
Affiliate or a committee of such officers, subject to such terms,
conditions and limitations as the Committee may establish in its sole
discretion; provided, however, that the Committee shall not delegate its
powers and duties under the Plan with regard to officers or directors of
the Company or any Affiliate who are subject to Section 16 of the
Securities Exchange Act of 1934, as amended.
Section 4. Shares Available for Awards.
(a) Shares Available. Subject to adjustment as provided in
Section 4(c), the number of Shares available for granting Awards under the
Plan shall be 350,000 shares. If any Shares covered by an Award or to
which an Award relates are not purchased or are forfeited, or if an Award
otherwise terminates without delivery of any Shares, then the number of
Shares counted against the aggregate number of Shares available under the
Plan with respect to such Award, to the extent of any such forfeiture or
termination, shall again be available for granting Awards under the Plan.
(b) Accounting for Awards. For purposes of this Section 4, if
an Award entitles the holder thereof to receive or purchase Shares, the
number of Shares covered by such Award or to which such Award relates
shall be counted on the date of grant of such Award against the aggregate
number of Shares available for granting Awards under the Plan.
(c) Adjustments. In the event that the Committee (or, in the
case of grants under Section 6(h) of the Plan, the Board of Directors)
shall determine that any dividend or other distribution (whether in the
form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the
Company or other similar corporate transaction or event affects the Shares
such that an adjustment is determined by the Committee (or, in the case of
grants under Section 6(h) of the Plan, the Board of Directors) to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee (or, in the case of grants under Section 6(h) of the Plan, the
Board of Directors) shall, in such manner as it may deem equitable, adjust
any or all of (i) the number and type of Shares (or other securities or
other property) which thereafter may be made the subject of Awards, (ii)
the number and type of Shares (or other securities or other property)
subject to outstanding Awards and (iii) the purchase or exercise price
with respect to any Award; provided, however, that the number of Shares
covered by any Award or to which such Award relates shall always be a
whole number.
(d) Limitation on Annual Awards to Individuals.
Notwithstanding any other provision in this Plan, no Participant may be
granted an Award or Awards under the Plan, the value of which is based
solely on an increase in the value of the Shares after the date of grant
of such Award or Awards, for more than 50,000 Shares in the aggregate in
any one calendar year period beginning with the period commencing on
January 1, 1994 through December 31, 1994. The foregoing annual
limitation specifically includes the grant of any "performance-based"
awards within the meaning of Section 162(m) of the Code.
Section 5. Eligibility.
Any Eligible Person, including any Eligible Person who is an
officer or director of the Company or any Affiliate, shall be eligible to
be designated a Participant. In determining which Eligible Persons shall
receive an Award and the terms of any Award, the Committee may take into
account the nature of the services rendered by the respective Eligible
Persons, their present and potential contributions to the success of the
Company or such other factors as the Committee, in its discretion, shall
deem relevant. Notwithstanding the foregoing, an Incentive Stock Option
may only be granted to full or part-time employees (which term as used
herein includes, without limitation, officers and directors who are also
employees) and an Incentive Stock Option shall not be granted to an
employee of an Affiliate unless such Affiliate is also a "subsidiary
corporation" of the Company within the meaning of Section 424(f) of the
Code or any successor provision. Non-Employee Directors shall receive
Awards of Non-Qualified Stock Options as provided in Section 6(h) of the
Plan.
Section 6. Awards.
(a) Options. The Committee is hereby authorized to grant
Options to Participants with the following terms and conditions and with
such additional terms and conditions not inconsistent with the provisions
of the Plan as the Committee shall determine:
(i) Exercise Price. The purchase price per Share
purchasable under an Option shall be determined by the Committee.
(ii) Option Term. The term of each Option shall be fixed
by the Committee.
(iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part and the method or methods by which, and the form or
forms (including, without limitation, cash, Shares, promissory notes,
other securities, other Awards or other property, or any combination
thereof, having a Fair Market Value on the exercise date equal to the
relevant exercise price) in which, payment of the exercise price with
respect thereto may be made or deemed to have been made.
(iv) Reload Options. The Committee may grant Reload
Options, separately or together with another Option, pursuant to
which, subject to the terms and conditions established by the
Committee and any applicable requirements of Rule 16b-3 or any other
applicable law, the Participant would be granted a new Option when
the payment of the exercise price of the option to which such Reload
Option relates is made by the delivery of Shares owned by the
Participant pursuant to the relevant provisions of the plan or
agreement relating to such option, which new Option would be an
Option to purchase the number of Shares not exceeding the sum of (A)
the number of Shares so provided as consideration upon the exercise
of the previously granted option to which such Reload Option relates
and (B) the number of Shares, if any, tendered or withheld as payment
of the amount to be withheld under applicable tax laws in connection
with the exercise of the option to which such Reload Option relates
pursuant to the relevant provisions of the plan or agreement relating
to such option. Reload Options may be granted with respect to
options previously granted under the Plan or any other stock option
plan of the Company, and may be granted in connection with any option
granted under the Plan or any other stock option plan of the Company
at the time of such grant.
(b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants subject to
the terms of the Plan and any applicable Award Agreement. A Stock
Appreciation Right granted under the Plan shall confer on the holder
thereof a right to receive upon exercise thereof the excess of (i) the
Fair Market Value of one Share on the date of exercise (or, if the
Committee shall so determine, at any time during a specified period before
or after the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee, which price shall not be
less than 100% of the Fair Market Value of one Share on the date of grant
of the Stock Appreciation Right. Subject to the terms of the Plan and any
applicable Award Agreement, the grant price, term, methods of exercise,
dates of exercise, methods of settlement and any other terms and
conditions of any Stock Appreciation Right shall be as determined by the
Committee. The Committee may impose such conditions or restrictions on
the exercise of any Stock Appreciation Right as it may deem appropriate.
(c) Restricted Stock and Restricted Stock Units. The Committee
is hereby authorized to grant Awards of Restricted Stock and Restricted
Stock Units to Participants with the following terms and conditions and
with such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock and
Restricted Stock Units shall be subject to such restrictions as the
Committee may impose (including, without limitation, any limitation
on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property with respect
thereto), which restrictions may lapse separately or in combination
at such time or times, in such installments or otherwise as the
Committee may deem appropriate.
(ii) Stock Certificates. Any Restricted Stock granted
under the Plan shall be evidenced by issuance of a stock certificate
or certificates, which certificate or certificates shall be held by
the Company. Such certificate or certificates shall be registered in
the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to
such Restricted Stock. In the case of Restricted Stock Units, no
Shares shall be issued at the time such Awards are granted.
(iii) Forfeiture; Delivery of Shares. Except as
otherwise determined by the Committee, upon termination of employment
(as determined under criteria established by the Committee) during
the applicable restriction period, all Shares of Restricted Stock and
all Restricted Stock Units at such time subject to restriction shall
be forfeited and reacquired by the Company; provided, however, that
the Committee may, when it finds that a waiver would be in the best
interest of the Company, waive in whole or in part any or all
remaining restrictions with respect to Shares of Restricted Stock or
Restricted Stock Units. Any Share representing Restricted Stock that
is no longer subject to restrictions shall be delivered to the holder
thereof promptly after the applicable restrictions lapse or are
waived. Upon the lapse or waiver of restrictions and the restricted
period relating to Restricted Stock Units evidencing the right to
receive Shares, such Shares shall be issued and delivered to the
holders of the Restricted Stock Units.
(d) Performance Awards. The Committee is hereby authorized to
grant Performance Awards to Participants subject to the terms of the Plan
and any applicable Award Agreement. A Performance Award granted under the
Plan (i) may be denominated or payable in cash, Shares (including, without
limitation, Restricted Stock), other securities, other Awards or other
property and (ii) shall confer on the holder thereof the right to receive
payments, in whole or in part, upon the achievement of such performance
goals during such performance periods as the Committee shall establish.
Subject to the terms of the Plan and any applicable Award Agreement, the
performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted,
the amount of any payment or transfer to be made pursuant to any
Performance Award and any other terms and conditions of any Performance
Award shall be determined by the Committee.
(e) Dividend Equivalents. The Committee is hereby authorized
to grant to Participants Dividend Equivalents under which such
Participants shall be entitled to receive payments (in cash, Shares, other
securities, other Awards or other property as determined in the discretion
of the Committee) equivalent to the amount of cash dividends paid by the
Company to holders of Shares with respect to a number of Shares determined
by the Committee. Subject to the terms of the Plan and any applicable
Award Agreement, such Dividend Equivalents may have such terms and
conditions as the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is hereby
authorized to grant to Participants such other Awards that are denominated
or payable in, valued in whole or in part by reference to, or otherwise
based on or related to, Shares (including, without limitation, securities
convertible into Shares), as are deemed by the Committee to be consistent
with the purpose of the Plan; provided, however, that such grants must
comply with Rule 16b-3 and applicable law. Subject to the terms of the
Plan and any applicable Award Agreement, the Committee shall determine the
terms and conditions of such Awards. Shares or other securities delivered
pursuant to a purchase right granted under this Section 6(f) shall be
purchased for such consideration, which may be paid by such method or
methods and in such form or forms (including without limitation, cash,
Shares, promissory notes, other securities, other Awards or other property
or any combination thereof), as the Committee shall determine, the value
of which consideration, as established by the Committee, shall not be less
than 100% of the Fair Market Value of such Shares or other securities as
of the date such purchase right is granted.
(g) General. Except as otherwise specified with respect to
Awards to Non-Employee Directors pursuant to Section 6(h) of the Plan:
(i) No Cash Consideration for Awards. Awards shall be
granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards
may, in the discretion of the Committee, be granted either alone or
in addition to, in tandem with or in substitution for any other Award
or any award granted under any plan of the Company or any Affiliate
other than the Plan. Awards granted in addition to or in tandem with
other Awards or in addition to or in tandem with awards granted under
any such other plan of the Company or any Affiliate may be granted
either at the same time as or at a different time from the grant of
such other Awards or awards.
(iii) Forms of Payment under Awards. Subject to the
terms of the Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon the grant,
exercise or payment of an Award may be made in such form or forms as
the Committee shall determine (including, without limitation, cash,
Shares, promissory notes, other securities, other Awards or other
property or any combination thereof), and may be made in a single
payment or transfer, in installments or on a deferred basis, in each
case in accordance with rules and procedures established by the
Committee. Such rules and procedures may include, without
limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or
crediting of Dividend Equivalents with respect to installment or
deferred payments.
(iv) Limits on Transfer of Awards. No Award and no right
under any such Award shall be transferable by a Participant otherwise
than by will or by the laws of descent and distribution; provided,
however, that, if so determined by the Committee, a Participant may,
in the manner established by the Committee, designate a beneficiary
or beneficiaries to exercise the rights of the Participant and
receive any property distributable with respect to any Award upon the
death of the Participant. Each Award or right under any Award shall
be exercisable during the Participant's lifetime only by the
Participant or, if permissible under applicable law, by the
Participant's guardian or legal representative. No Award or right
under any such Award may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or
encumbrance thereof shall be void and unenforceable against the
Company or any Affiliate.
(v) Term of Awards. The term of each Award shall be for
such period as may be determined by the Committee.
(vi) Restrictions; Securities Exchange Listing. All
certificates for Shares or other securities delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to
such stop transfer orders and other restrictions as the Committee
(or, in the case of grants under 6(h) of the Plan, the Board of
Directors) may deem advisable under the Plan or the rules,
regulations and other requirements of the Securities and Exchange
Commission and any applicable federal or state securities laws, and
the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. If
the Shares or other securities are traded on a securities exchange,
the Company shall not be required to deliver any Shares or other
securities covered by an Award unless and until such Shares or other
securities have been admitted for trading on such securities
exchange.
(h) Non-Qualified Stock Options to Non-Employee Directors. The
Board of Directors shall issue Non-Qualified Stock Options to Non-Employee
Directors in accordance with this Section 6(h).
Non-Qualified Stock Options to purchase 2,666 shares of Common
Stock (subject to adjustment in accordance with section 4(c)) shall be
granted automatically as of the date of each Annual Meeting of
Shareholders of the Company (the "Annual Option Grant Date") held during
the term of the Plan (beginning with the 1994 Annual Meeting of
Shareholders if the Plan becomes effective pursuant to Section 10 hereof
at such meeting) to each Non-Employee Director in office on such Annual
Option Grant Date.
Each Non-Qualified Stock Option granted to a Non-Employee
Director pursuant to this Section 6(h) shall not be exercisable as of the
date of grant but shall become exercisable with respect to 50% of the
shares subject thereto on the first annual anniversary of the date of
grant and with respect to the remaining 50% on the second annual
anniversary of the date of grant. Each such option shall have an exercise
price equal to the Fair Market Value of a Share on the date of grant and
shall expire on the seventh anniversary of the date of grant, except as
provided below. Reload options may not be granted to any Non-Employee
Director. This Section 6(h) shall not be amended more than once every six
months other than to comport with changes in the Code, the Employee
Retirement Income Security Act or the rules and regulations thereunder.
All grants of Non-Qualified Stock Options pursuant to this
Section 6(h) shall be automatic and non-discretionary and shall be made
strictly in accordance with the foregoing terms and the following
additional provisions:
(i) Non-Qualified Stock Options granted to a Non-Employee
Director hereunder shall terminate and may no longer be exercised if
such Director ceases to be a Non-Employee Director of the Company,
except that:
(A) If such Director's term shall be terminated for
any reason other than gross and willful misconduct, death,
disability, or retirement, such Director may at any time within
a period of three months after such termination, but not after
the termination date of the Option, exercise the Option.
(B) If such Director's term shall be terminated by
reason of gross and willful misconduct during the course of the
term, including but not limited to, wrongful appropriation of
funds of the Company or the commission of a gross misdemeanor or
felony, the Option shall be terminated as of the date of the
misconduct.
(C) If such Director's term shall be terminated by
reason of disability or retirement, such Director may exercise
the Option in accordance with the terms thereof as though such
termination had never occurred. If such Director shall die
following any such termination, the Option may be exercised in
accordance with its terms by the personal representatives or
administrators of such Director or by any person or persons to
whom the Option has been transferred by will or the applicable
laws of descent and distribution.
(D) If such Director shall die while a Director of
the Company or within three months after termination of such
Director's term for any reason other than disability or
retirement or gross and willful misconduct, the Option may be
exercised in accordance with its terms by the personal
representatives or administrators of such Director or by any
person or persons to whom the Option has been transferred by
will or the applicable laws of descent and distribution.
(ii) Non-Qualified Stock Options granted to Non-Employee
Directors may be exercised in whole or in part from time to time by
serving written notice of exercise on the Company at its principal
executive offices, to the attention of the Company's Secretary. The
notice shall state the number of shares as to which the Option is
being exercised and be accompanied by payment of the purchase price.
A Non-Employee Director may, at such Director's election, pay the
purchase price by check payable to the Company, by promissory note,
or in shares of the Company's Common Stock, or in any combination
thereof having a Fair Market Value on the exercise date equal to the
applicable exercise price. If payment or partial payment is made by
promissory note, such note shall (A) be secured by the Shares to be
delivered upon exercise of such Option (other than those withheld in
payment of taxes as set forth below), (B) be limited in principal
amount to the maximum amount permitted under applicable laws, rules
and regulations, (C) be for a term of six years and (D) bear interest
at the applicable federal rate (as determined in accordance with
Section 1274(d) of the Code), compounded semi-annually.
(iii) In order to comply with all applicable federal or
state income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that all applicable federal
or state payroll, withholding, income or other taxes, which are the
sole and absolute responsibility of a Non-Employee Director, are
withheld or collected from such Director. At any time when a Non-
Employee Director is required to pay the Company an amount required
to be withheld under applicable income tax laws in connection with an
Option granted pursuant to this Section 6(h), such Director may (A)
elect to have the Company withhold a portion of the Shares otherwise
to be delivered upon exercise of such Option with a Fair Market Value
equal to the amount of such taxes (an "Election") or (B) deliver to
the Company shares other than Shares issuable upon exercise of such
Option with a Fair Market Value equal to the amount of such taxes.
An Election, if any, must be made on or before the date that the
amount of tax to be withheld is determined. The Board of Directors
may disapprove of any Election, may suspend or terminate the right to
make Elections, may limit the amount of any Election, and may make
rules concerning the required information to be included in any
Election. Non-Employee Directors may only make an Election in
compliance with the Rules established by the Company to comply with
Section 16(b) of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
Section 7. Amendment and Termination; Adjustments.
Except to the extent prohibited by applicable law and unless
otherwise expressly provided in an Award Agreement or in the Plan:
(a) Amendments to the Plan. The Board of Directors of the
Company may amend, alter, suspend, discontinue or terminate the Plan;
provided, however, that, notwithstanding any other provision of the Plan
or any Award Agreement, without the approval of the stockholders of the
Company, no such amendment, alteration, suspension, discontinuation or
termination shall be made that, absent such approval:
(i) would cause Rule 16b-3 to become unavailable with
respect to the Plan;
(ii) would violate the rules or regulations of the New York
Stock Exchange, any other securities exchange or the National
Association of Securities Dealers, Inc. that are applicable to the
Company; or
(iii) would cause the Company to be unable, under the
Code, to grant Incentive Stock Options under the Plan.
(b) Amendments to Awards. Except with respect to Awards
granted pursuant to Section 6(h) of the Plan, the Committee may waive any
conditions of or rights of the Company under any outstanding Award,
prospectively or retroactively. The Committee may not amend, alter,
suspend, discontinue or terminate any outstanding Award, prospectively or
retroactively, without the consent of the Participant or holder or
beneficiary thereof, except as otherwise herein provided.
(c) Correction of Defects, Omissions and Inconsistencies. The
Committee (or, in the case of grants under Section 6(h) of the Plan, the
Board of Directors) may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award in the manner and to
the extent it shall deem desirable to carry the Plan into effect.
Section 8. Income Tax Withholding; Tax Bonuses.
(a) Withholding. In order to comply with all applicable
federal or state income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that all applicable federal or
state payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of a Participant, are withheld or collected from
such Participant. In order to assist a Participant in paying all or a
portion of the federal and state taxes to be withheld or collected upon
exercise or receipt of (or the lapse of restrictions relating to) an
Award, the Committee, in its discretion and subject to such additional
terms and conditions as it may adopt, may permit the Participant to
satisfy such tax obligation by (i) electing to have the Company withhold a
portion of the Shares otherwise to be delivered upon exercise or receipt
of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes or (ii) delivering to the
Company Shares other than Shares issuable upon exercise or receipt of (or
the lapse of restrictions relating to) such Award with a Fair Market Value
equal to the amount of such taxes. The election, if any, must be made on
or before the date that the amount of tax to be withheld is determined.
(b) Tax Bonuses. The Committee, in its discretion, shall have
the authority, at the time of grant of any Award under this Plan or at any
time thereafter, to approve cash bonuses to designated Participants to be
paid upon their exercise or receipt of (or the lapse of restrictions
relating to) Awards in order to provide funds to pay all or a portion of
federal and state taxes due as a result of such exercise or receipt (or
the lapse of such restrictions). The Committee shall have full authority
in its discretion to determine the amount of any such tax bonus.
Section 9. General Provisions.
(a) No Rights to Awards. Except as otherwise provided in
Section 6(h) of the Plan, no Eligible Person, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is
no obligation for uniformity of treatment of Eligible Persons,
Participants or holders or beneficiaries of Awards under the Plan. The
terms and conditions of Awards need not be the same with respect to any
Participant or with respect to different Participants.
(b) Award Agreements. No Participant will have rights under an
Award granted to such Participant unless and until an Award Agreement
shall have been duly executed on behalf of the Company.
(c) No Limit on Other Compensation Arrangements. Nothing
contained in the Plan shall prevent the Company or any Affiliate from
adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.
(d) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ,
or as giving a Non-Employee Director the right to continue as a Director,
of the Company or any Affiliate, nor will it affect in any way the right
of the Company or an Affiliate to terminate such employment at any time,
with or without cause. In addition, the Company or an Affiliate may at
any time dismiss a Participant from employment, or terminate the term of a
Non-Employee Director, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.
(e) Governing Law. The validity, construction and effect of
the Plan or any Award, and any rules and regulations relating to the Plan
or any Award, shall be determined in accordance with the laws of the State
of Minnesota.
(f) Severability. If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify the Plan or any Award under any law
deemed applicable by the Committee (or, in the case of grants under
Section 6(h) of the Plan, the Board of Directors), such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot
be so construed or deemed amended without, in the determination of the
Committee (or, in the case of grants under Section 6(h) of the Plan, the
Board of Directors), materially altering the purpose or intent of the Plan
or the Award, such provision shall be stricken as to such jurisdiction or
Award, and the remainder of the Plan or any such Award shall remain in
full force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and
a Participant or any other Person. To the extent that any Person acquires
a right to receive payments from the Company or any Affiliate pursuant to
an Award, such right shall be no greater than the right of any unsecured
general creditor of the Company or any Affiliate.
(h) No Fractional Shares. No fractional Shares shall be issued
or delivered pursuant to the Plan or any Award, and the Committee (or, in
the case of grants under Section 6(h) of the Plan, the Board of Directors)
shall determine whether cash shall be paid in lieu of any fractional
Shares or whether such fractional Shares or any rights thereto shall be
canceled, terminated or otherwise eliminated.
(i) Heading. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Plan or any provision thereof.
Section 10. Effective Date of the Plan.
The Plan shall be effective as of the date on which it is
approved by the shareholders of the Company.
Section 11. Term of the Plan.
Unless the Plan shall have been discontinued or terminated as
provided in Section 7(a), the Plan shall terminate on the date which is
ten years after the date on which the Plan receives shareholder approval.
No Award shall be granted after the termination of the Plan. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award theretofore granted may extend beyond the termination
of the Plan, and the authority of the Committee provided for hereunder
with respect to the Plan and any Awards, and the authority of the Board of
Directors of the Company to amend the Plan, shall extend beyond the
termination of the Plan.
EXHIBIT (5)
April 21, 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 Investors
Savings Corp. Stock Option Plan and the Investors Bank Corp. 1993 Stock
Incentive 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 August 21, 1994 among the Corporation, its wholly owned
subsidiary, Firstar Corporation of Minnesota, and Investors Bank Corp.;
(iv) resolutions of the Corporation's Board of Directors adopted on
July 21, 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,
/s/ Howard H. Hopwood III
Howard H. Hopwood III
Senior Vice President and
General Counsel
EXHIBIT (23.1)
Consent of KPMG Peat Marwick LLP
The Board of Directors
Firstar Corporation:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
April 25, 1995
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Michael E. Batten
Michael E. Batten
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 25th day of January, 1995.
/s/ John A. Becker
John A. Becker
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Robert C. Buchanan
Robert C. Buchanan
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 20th day of January, 1995.
/s/ George M. Chester, Jr.
George M. Chester, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 28th day of January, 1995.
/s/ Roger H. Derusha
Roger H. Derusha
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ James L. Forbes
James L. Forbes
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Holmes Foster
Holmes Foster
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Joseph F. Heil, Jr.
Joseph F. Heil, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 27th day of January, 1995.
/s/ John H. Hendee, Jr.
John H. Hendee, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Jerry M. Hiegel
Jerry M. Hiegel
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Joe Hladky
Joe Hladky
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ James H. Keyes
James H. Keyes
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Sheldon B. Lubar
Sheldon B. Lubar
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Daniel F. McKeithan, Jr.
Daniel F. McKeithan, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ George W. Mead II
George W. Mead II
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Guy A. Osborn
Guy A. Osborn
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Judith D. Pyle
Judith D. Pyle
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 25th day of January, 1995.
/s/ William H. Risch
William H. Risch
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ Clifford V. Smith, Jr.
Clifford V. Smith, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
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
Investors Bank Corp. 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 Prospectuses or 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 19th day of January, 1995.
/s/ William W. Wirtz
William W. Wirtz
