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)
First Moline Financial Corp. Stock Option and Incentive Plan
(Full title of the plan)
__________________________
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 Registrat
Registered Registered Per Share Price ion Fee
Common Stock, 2,906 $9.43 $27,404(1) $100
$1.25 par value shares
Preferred Share 1,453 (2) (2) (2)
Purchase Rights rights
(1) Computed based on 2,906 shares subject to outstanding options at
$9.43 per share.
(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) First Moline Financial Corp.
Stock Option and Incentive Plan
(4.2) Shareholder Rights Plan of
Firstar Corporation (Exhibit 4
to Form 8-K dated January 19,
1989; incorporated herein by
reference)
(4.3) 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)
(4.4) 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 25, 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 25, 1995
Roger L. Fitzsimonds Chief Executive Officer
and Director (principal
executive officer)
/s/ John A. Becker*
John A. Becker President and Director April 25, 1995
/s/ William H. Risch*
William H. Risch Senior Vice President- April 25, 1995
Finance and Treasurer
(principal accounting and
financial officer)
/s/ Michael E. Batten*
Michael E. Batten Director April 25, 1995
/s/ Robert C. Buchanan* Director April 25, 1995
Robert C. Buchanan
/s/ George M. Chester, Director April 25, 1995
Jr.*
George M. Chester, Jr.
/s/ Roger H. Derusha* Director April 25, 1995
Roger H. Derusha
/s/ James L. Forbes* Director April 25, 1995
James L. Forbes
/s/ Holmes Foster* Director April 25, 1995
Holmes Foster
/s/ Joseph F. Heil, Jr.* Director April 25, 1995
Joseph F. Heil, Jr.
/s/ John H. Hendee, Jr.* Director April 25, 1995
John H. Hendee, Jr.
_________________________ Director
Jerry M. Hiegel
/s/ C. Paul Johnson* Director April 25, 1995
C. Paul Johnson
/s/ Joe Hladky* Director April 25, 1995
Joe Hladky
_______________________ Director
James H. Keyes
/s/ Sheldon B. Lubar* Director April 25, 1995
Sheldon B. Lubar
/s/ Daniel F. McKeithan, Director April 25, 1995
Jr.*
Daniel F. McKeithan, Jr.
/s/ George W. Mead II* Director April 25, 1995
George W. Mead II
/s/ Guy A. Osborn* Director April 25, 1995
Guy A. Osborn
/s/ Judith D. Pyle* Director April 25, 1995
Judith D. Pyle
/s/ Clifford V. Smith, Director April 25, 1995
Jr.*
Clifford V. Smith, Jr.
/s/ William W. Wirtz* Director April 25, 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) First Moline Financial Corp. Stock
Option and Incentive Plan
(4.2) Shareholder Rights Plan of Firstar
Corporation (Exhibit 4 to Form 8-K
dated January 19, 1989; incorporated
herein by reference)
(4.3) 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)
(4.4) 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
EXHIBIT
(4.1)
FIRST MOLINE FINANCIAL CORP.
Stock Option and Incentive Plan
1. Plan Purpose. The purpose of the Plan is to promote the
long-term interests of the Corporation and its stockholders by providing a
means for attracting and retaining directors, officers and employees of
the Corporation and its Affiliates. It is intended that designated
Options granted pursuant to the provisions of this Plan to persons
employed on a full-time basis will qualify as Incentive Stock Options.
Options granted to persons who are not full-time employees will be Non-
Qualified Stock Options.
2. Definitions. The following definitions are applicable to
the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section
425(e) and (f), respectively, of the Code.
"Association" - means First Federal Savings and Loan Association
of Moline and its successors.
"Awards" - means the grant of an Incentive Stock Option, a Non-
Qualified Stock Option, or of Restricted Stock, or any combination
thereof, as provided in the Plan.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3
hereof.
"Continuous Service" - means the absence of any interruption or
termination of service as a director, officer or employee of the
Corporation or an Affiliate, except that when used with respect to persons
granted an Incentive Stock Option means the absence of any interruption or
termination of service as a full-time employee of the Corporation or an
Affiliate. Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Corporation or in the case of transfers between payroll locations of the
Corporation or between the Corporation, its parent, its subsidiaries or
its successor.
"Corporation" - means First Moline Financial Corp., a Delaware
corporation.
"Disinterested Person" - means any member of the Board of
Directors of the Corporation who at the time discretion under the Plan is
exercised, has not at any time within the one year prior thereto received
grants or awards under the Plan or any other plan of the Corporation or
any of its affiliates (as that term is used in the Exchange Act) except as
provided in Rule 16b-3(c)(2)(i) under the Exchange Act and is not
selected, as a Participant in the Plan or as a person to whom stock may be
allocated or to whom stock options or stock appreciation rights may be
granted pursuant to any other plan of the Corporation or any of its
affiliates (as that term is used in the Exchange Act) entitling the
participants therein to acquire stock, stock options or stock appreciation
rights of the Corporation or of any such affiliates except as provided in
Rule 16b-3(c)(2)(8) under the Exchange Act; provided, however, that no
recipient of a stock award granted pursuant to Section 19 hereof shall be
deemed not to be a Disinterested Person solely by reason of such grant.
"Employee" - means any person, including an officer or director,
who is employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.
"Exchange Act" - means the Securities Exchange Act of 1934, as
amended.
"Exercise Price" - means the price per Share at which the Shares
subject to such Option may be purchased upon exercise of such Option.
"Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to
the limitations and restrictions of Section 8 hereof and is intended to
qualify under Section 422 of the Code.
"Market Value" - means the average of the high and low quoted
sales price on the date in question (or, if there is no reported sale on
such date, on the last preceding date on which any reported sale occurred)
of a Share on the principal United States securities exchange or national
market system on which the Shares are listed or admitted to trading, or,
if the Shares are not listed or admitted to trading on any such exchange
with respect to which sale prices are reported, the mean between the
closing high bid and low asked quotations with respect to a Share on such
date on the National Association of Securities Dealers, Inc., Automated
Quotations System, or any similar system then in use, or, if no such
quotations are available, the fair market value on such date of a Share as
the Committee shall determine.
"Non-Qualified Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof, which option
is not intended to qualify under Section 422 of the Code.
"Option" - means an Incentive Stock Option or a Non-Qualified
Stock Option.
"Participant" - means any director, officer or employee of the
Corporation or any Affiliate who is selected by the Committee to receive
an Award and any director of the Corporation who is granted an Award
pursuant to Section 19 hereof.
"Plan" - means the Stock Option and Incentive Plan of the
Corporation.
"Purchase Price" - means $10.00 per share, as specified in the
prospectus relating to the initial offering of the Shares.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect
under Section 11 hereof with respect to Restricted Stock awarded under the
Plan.
"Restricted Stock" - means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions
referred to in Section 9 hereof, so long as such restrictions are in
effect.
"Senior Officer" - means the Corporation's president, principal
financial officer, or principal accounting officer, any vice president of
the Corporation in charge of a principal business unit, division or
function (such as lending, savings, administration or finance), any other
officer who performs a policy-making and management function, or any other
person who performs similar policy-making functions for the Corporation.
Officers of the Corporation's Affiliates shall be deemed senior officers
of the Corporation if they perform such policy-making functions for the
Corporation.
"Shares" - means the shares of common stock of the Corporation.
"Ten Percent Beneficial Owner" - means the beneficial owner of
more than ten percent of any class of the Corporation's equity securities
registered pursuant to Section 12 of the Exchange Act.
3. Administration. The Plan shall be administered by a
Committee consisting of two or more members, each of whom shall be a
Disinterested Person. The members of the Committee shall be appointed by
the Board of Directors of the Corporation. Except as limited by the
express provisions of the Plan, the Committee shall have sole and complete
authority and discretion to (i) select Participants and grant Awards; (ii)
determine the number of Shares to be subject to types of Awards generally,
as well as to individual Awards granted under the Plan; (iii) determine
the terms and conditions upon which Awards shall be granted under the
Plan; (iv) prescribe the form and terms of instruments evidencing such
grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all
determinations deemed necessary or advisable for the administration of the
Plan. The Committee may maintain, and update from time to time as
appropriate, a list designating selected directors as Disinterested
Persons. The purpose of such list shall be to evidence the status of such
individuals as Disinterested Persons, and the Board of Directors may
appoint to the Committee any individual actually qualifying as a
Disinterested Person, regardless of whether identified as such on said
list.
A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by a majority of the Committee
without a meeting, shall be acts of the Committee.
4. Participation in Committee Awards. The Committee may
select from time to time Participants in the Plan from those directors,
officers and employees (other than Disinterested Persons), of the
Corporation or its Affiliates who, in the opinion of the Committee, have
the capacity for contributing to the successful performance of the
Corporation or its Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the
operation of Section 10 hereof, the maximum number of Shares with respect
to which Awards may be made under the Plan is 10% of the total shares
issued in the Association's conversion to the capital stock form. The
Shares with respect to which Awards may be made under the Plan may be
either authorized and unissued shares or issued shares heretofore or
hereafter reacquired and held as treasury shares. An Award shall not be
considered to have been made under the Plan with respect to any Option
which terminates or with respect to Restricted Stock which is forfeited,
and new Awards may be granted under the Plan with respect to the number of
Shares as to which such termination or forfeiture has occurred.
6. General Terms and Conditions of Options and Rights. The
Committee shall have full and complete authority and discretion, except as
expressly limited by the Plan, to grant Options and to provide the terms
and conditions (which need not be identical among Participants) thereof.
In particular, the Committee shall prescribe the following terms and
conditions: (i) the Exercise price of any Option, which shall not be less
than the Market Value per Share at the date of grant of such Option,
except as may otherwise be set forth in Section 19 hereof, (ii) the number
of Shares subject to, and the expiration date of, any Option, which
expiration date shall not exceed ten years from the date of grant, (iii)
the manner, time and rate (cumulative or otherwise) of exercise of such
Option, and (iv) the restrictions, if any, to be placed upon exercise of
such Option. The Committee may, as a condition of granting any Option,
require that a Participant agree to thereafter exercise one or more
Options previously granted to such Participant.
7. Exercise of Options.
(a) An Option granted under the Plan shall be exercisable
during the lifetime of the Participant to whom such Option was granted
only by such Participant and, except as provided in paragraphs (c) and (d)
of this Section 7, no such Option may be exercised unless at the time such
Participant exercises such Option, such Participant has maintained
Continuous Service since the date of grant of such Option.
(b) To exercise an Option under the Plan, the Participant
to whom such Option was granted shall give written notice to the
Corporation in form satisfactory to the Committee (and, if partial
exercises have been permitted by the Committee, by specifying the number
of Shares with respect to which such Participant elects to exercise such
Option) together with full payment of the Exercise Price, if any and to
the extent required. The date of exercise shall be the date on which such
notice is received by the Corporation. Payment of the Exercise Price
shall be made either (i) in cash (including check, bank draft or money
order) or (ii) if permitted by the Committee, by delivering (A) Shares
already owned by the Participant and having a Market Value equal to the
applicable Exercise Price, such Market Value to be determined in such
appropriate manner as may be provided by the Committee or as may be
required in order to comply with or to conform to requirements of any
applicable laws or regulations, or (B) a combination of cash and such
Shares.
(c) If a Participant to whom an Option was granted shall cease
to maintain Continuous Service for any reason (including total or partial
disability and normal or early retirement, but excluding death and
termination of employment by the Corporation or any Affiliate for cause),
such Participant may, but only within the period of three months
immediately succeeding such cessation of Continuous Service and in no
event after the expiration date of such Option, exercise such Option to
the extent that such Participant was entitled to exercise such Option at
the date of such cessation, provided, however, that such right of exercise
after cessation of Continuous Service shall not be available to a
Participant if the Committee otherwise determines and so provides in the
applicable instrument or instruments evidencing the grant of such Option.
If the Continuous Service of a Participant to whom an Option was granted
by the Corporation is terminated for cause, all rights under any Option of
such Participant shall expire immediately upon the giving to the
Participant of notice of such termination.
(d) In the event of the death of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the three-
month period referred to in paragraph (c) of this Section 7, the person to
whom any Option held by the Participant at the time of his death is
transferred by will or the laws of descent and distribution may, but only
to the extent such Participant was entitled to exercise such Option
immediately prior to his death, exercise such Option at any time within a
period of one year succeeding the date of death of such Participant, but
in no event later than ten years from the date of grant of such Option.
Following the death of any Participant to whom an Option was granted under
the Plan, the Committee may, as an alternative means of settlement of such
Option, elect to pay to the person to whom such Option is transferred by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined in the Code or Title I of ERISA or the
rules thereunder, the amount by which the Market Value per Share on the
date of exercise of such Option shall exceed the Exercise Price of such
Option, multiplied by the number of Shares with respect to which such
Option is properly exercised. Any such settlement of an Option shall be
considered an exercise of such Option for all purposes of the Plan.
8. Incentive Stock Options. Incentive Stock Options may be
granted only to Participants who are Employees. Any provision of the Plan
to the contrary notwithstanding, (i) no Incentive Stock Option shall be
granted more than ten years from the date the Plan is adopted by the Board
of Directors of the Corporation and no Incentive Stock Option shall be
exercisable more than ten years from the date such Incentive Stock Option
is granted, (ii) the Exercise Price of any Incentive Stock Option shall
not be less than the Market Value per Share on the date such Incentive
Stock Option is granted, (iii) any Incentive Stock Option shall not be
transferable by the Participant to whom such Incentive Stock Option is
granted other than by will or the laws of descent and distribution, and
shall be exercisable during such Participant's lifetime only by such
Participant, (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns
stock possessing more than ten percent of the total combined voting power
of all classes of stock of the Corporation or any Affiliate unless the
Exercise Price of such Incentive Stock Option is at least 110 percent of
the Market Value per Share at the date of grant and such Incentive Stock
Option is not exercisable after the expiration of five years from the date
such Incentive Stock Option is granted, and (v) the aggregate Market Value
(determined as of the time any Incentive Stock Option is granted) of the
Shares with respect to which Incentive Stock Options are exercisable for
the first time by a Participant in any calendar year shall not exceed
$100,000.
9. Terms and Conditions of Restricted Stock. The Committee
shall have full and complete authority, subject to the limitations of the
Plan, to grant Awards of Restricted Stock and, in addition to the terms
and conditions contained in paragraph (a) through (f) of this Section 9,
to provide such other terms and conditions (which need not be identical
among Participants) in respect of such Awards, and the vesting thereof, as
the Committee shall determine and provide in the agreement referred to in
paragraph (d) of this Section 9.
(a) At the time of an Award of Restricted Stock, the
Committee shall establish for each Participant a Restricted Period of not
less than six months during which or at the expiration of which, as the
Committee shall determine and provide in the agreement referred to in
paragraph (d) of this Section 9, the Shares awarded as Restricted Stock
shall vest and subject to any such other terms and conditions as the
Committee shall provide, shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. Except for
such restrictions, and subject to paragraphs (c), (d) and (e) of this
Section 9 and Section 10 hereof, the Participant as owner of such Shares
shall have all the rights of a stockholder, including but not limited to
the right to receive all dividends paid on such Shares and the right to
vote such Shares. The Committee shall have the authority, in its
discretion, to accelerate the time at which any or all of the restrictions
shall lapse with respect to any Shares of Restricted Stock prior to the
expiration of the Restricted Period with respect thereto, or to remove any
or all of such restrictions, whenever it may determine that such action is
appropriate by reason of changes in applicable tax or other laws or other
changes in circumstances occurring after the commencement of such
Restricted Period.
(b) Except as provided in Section 12 hereof, if a
Participant ceases to maintain Continuous Service for any reason (other
than death, total or partial disability or normal or early retirement)
unless the Committee shall otherwise determine and provide in the
agreement referred to in paragraph (d) of this Section 9, all Shares of
Restricted Stock theretofore awarded to such Participant and which at the
time of such termination of Continuous Service are subject to the
restrictions imposed by paragraph (a) of this Section 9 shall upon such
termination of Continuous Service be forfeited and returned to the
Corporation. Unless the Committee shall have provided in the agreement
referred to in paragraph (d) of this Section 9 for a ratable lapse of
restrictions with respect to an award of Shares of Restricted Stock during
the Restricted Period, if a Participant ceases to maintain Continuous
Service by reason of death, total or partial disability or normal or early
retirement, such portion of such Shares of Restricted Stock awarded to
such Participant which at the time of such termination of Continuous
Service are subject to the restrictions imposed by paragraph (a) of this
Section 9 as shall be equal to the portion of the Restricted Period with
respect to such Shares which shall have elapsed at the time of such
termination of Continuous Service shall be free of restrictions and shall
not be forfeited.
(c) Each certificate in respect of Shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant
and deposited by the Participant, together with a stock power endorsed in
blank, with the Corporation and shall bear the following (or a similar)
legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms
and conditions (including forfeiture) contained in the
Stock Option and Incentive Plan of First Moline Financial
Corp. and an agreement entered into between the registered
owner and First Moline Financial Corp. Copies of such Plan
and Agreement are on file in the offices of the Secretary
of First Moline Financial Corp., 1616 6th Avenue, Moline,
Illinois 61265."
(d) At the time of an Award of Shares of Restricted Stock, the
Participant shall enter into an agreement with the Corporation in a form
specified by the Committee, agreeing to the terms and conditions of the
award and such other matters as the Committee shall in its sole discretion
determine.
(e) At the time of an Award of Shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the
Participant of dividends declared or paid on such shares, or specified
portion thereof, by the Corporation shall be deferred until the earlier to
occur of (i) the lapsing of the restrictions imposed under paragraph (a)
of this Section 9 or (ii) the forfeiture of such shares under paragraph
(b) of this Section 9, and shall be held by the Corporation for the
account of the Participant until such time. In the event of such
deferral, there shall be credited at the end of each year (or portion
thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may
determine. Payment of deferred dividends, together with interest accrued
thereon as aforesaid, shall be made upon the earlier to occur of the
events specified in (i) and (ii) of the immediately preceding sentence.
(f) At the expiration of the restrictions imposed by paragraph
(a) of this Section 9, the Corporation shall redeliver to the Participant
(or where the relevant provision of paragraph (b) of this Section 9
applies in the case of a deceased Participant, to his legal
representative, beneficiary or heir) the certificate(s) and stock power
deposited with it pursuant to paragraph (c) of this Section 9 and the
Shares represented by such certificate(s) shall be free of the
restrictions referred to in paragraph (a) of this Section 9.
10. Adjustments Upon Changes in Capitalization. In the event
of any change in the outstanding Shares subsequent to the effective date
of the Plan by reason of any reorganization, recapitalization, stock
split, stock dividend, combination or exchange of shares, merger,
consolidation or any change in the corporate structure or Shares of the
Corporation, the maximum aggregate number and class of shares as to which
Awards may be granted under the Plan and the number and class of shares
with respect to which Awards theretofore have been granted under the Plan
shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any shares of stock or other securities received, as
a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares
or securities shall be legended and deposited with the Corporation in the
manner provided in Section 9 hereof.
11. Effect of Merger on Options. In the event of any merger or
consolidation of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which
does not result in the outstanding shares being converted into or
exchanged for different securities, cash or other property, or any
combination thereof) pursuant to a plan or agreement the terms of which
are binding upon all stockholders of the Corporation (except to the extent
that dissenting stockholders may be entitled, under statutory provisions
or provisions contained in the certificate of incorporation, to receive
the appraised or fair value of their holdings), any Participant to whom an
Option has been granted at least six months prior to such event shall have
the right (subject to the provisions of the Plan and any limitation
applicable to such Option), thereafter and during the term of each such
Option, to receive upon exercise of any such Option an amount equal to the
excess of the Market Value on the date of such exercise of the securities,
cash or other property, or combination in respect of a Share over the
Exercise Price of such Option, multiplied by the number of Shares with
respect to which such Option shall have been exercised. Such amount may
be payable fully in cash, fully in one or more of the kind or kinds of
property payable in such merger, consolidation or combination, or partly
in cash and partly in one or more of such kind or kinds of property, all
in the discretion of the Committee. Unless the Committee shall have
provided otherwise in the agreement referred to in paragraph (d) of
Section 9 hereof in the event of any such merger, consolidation or
combination any Restricted Period shall lapse with respect to Shares of
Restricted Stock awarded at lease six months prior to such event, all such
Shares shall be fully vested in the Participant to whom such Shares were
awarded, and the holders of such Shares shall be eligible to receive in
respect thereof the full amount receivable per Share in such merger,
consolidation or combination.
12. Effect of Change in Control. Each of the events specified
in the following clauses (i) through (iii) of this Section 12 shall be
deemed a "change of control": (i) any third person, including a "group"
as defined in Section 13(d)(3) of the Exchange Act, shall become the
beneficial owner of the Shares of the Corporation with respect to which
25% or more of the total number of votes for the election of the Board of
Directors of the Corporation may be cast, (ii) as a result of, or in
connection with, any cash tender offer, merger or other business
combination, sale of assets or contested election, or combination of the
foregoing, the persons who were directors of the Corporation shall cease
to constitute a majority of the Board of Directors of the Corporation or
(iii) the stockholders of the Corporation shall approve an agreement
providing either for a transaction in which the Corporation will cease to
be an independent publicly owned entity or for a sale or other disposition
of all or substantially all the assets of the Corporation; provided,
however, that the occurrence of any such events shall not be deemed a
"change in control" if, prior to such occurrence, a resolution
specifically approving such occurrence shall have been adopted by at least
a majority of the Board of Directors of the Corporation. If the
Continuous Service of any Participant of the Corporation or any Affiliate
is involuntarily terminated for whatever reason, at any time after a
change in control, unless the Committee shall have otherwise provided in
the agreement referred to in paragraph (d) of Section 9 hereof, any
Restricted Period with respect to Restricted Stock theretofore awarded to
such Participant shall lapse upon such termination and all Shares awarded
as Restricted Stock shall become fully vested in the Participant to whom
such Shares were awarded. If a tender offer or exchange offer for Shares
(other than such an offer by the Corporation) is commenced, or if the
event specified in clause (iii) above shall occur, unless the Committee
shall have otherwise provided in the instrument evidencing the grant of an
Option, all Options theretofore granted and not fully exercisable shall
become exercisable in full upon the happening of such event and shall
remain so exercisable for a period of 60 days following such date, after
which they shall revert to being exercisable in accordance with their
terms; provided, however, that no option shall be exercisable by a Ten
Percent Beneficial Owner, director or Senior Officer of the Corporation
within six months of the date of grant of such Option and no Option which
has previously been exercised or otherwise terminated shall become
exercisable.
13. Assignments and Transfers. No Award nor any right or
interest of a Participant under the Plan in any instrument evidencing any
Award under the Plan may be assigned, encumbered or transferred except, in
the event of the death of a Participant, by will or the laws of descent
and distribution or in the case of an Award other than an Incentive Stock
Option, pursuant to a qualified domestic relations order as defined in the
Code or Title I of ERISA or the rules thereunder.
14. Employee Rights Under the Plan. No director, officer or
employee shall have a right to be selected as a Participant nor, having
been so selected, to be selected again as a Participant and no director,
officer, employee or other person shall have any claim or right to be
granted an Award under the Plan or under any other incentive or similar
plan of the Corporation or any Affiliate. Neither the Plan nor any action
taken thereunder shall be construed as giving any employee any right to be
retained in the employ of the Corporation or any Affiliate.
15. Delivery and Registration of Stock. The Corporation's
obligation to deliver Shares with respect to an Award shall, if the
Committee so requests, be conditioned upon the receipt of a representation
as to the investment intention of the Participant to whom such Shares are
to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act
of 1933 or any other Federal, state or local securities legislation or
regulation. It may be provided that any representation requirement shall
become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act
or other securities legislation. The Corporation shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such
Shares to listing on any stock exchange on which Shares may then be
listed, and (ii) the completion of such registration or other
qualification of such shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.
This Plan is intended to comply with Rule 16b-3 under the
Exchange Act. Any provision of the Plan or any agreement evidencing
Awards hereunder which is inconsistent with said Rule shall, to the extent
of such inconsistency, be inoperative and shall not affect the validity of
the remaining provisions of the Plan.
16. Withholding Tax. Upon the termination of the Restricted
Period with respect to any shares of Restricted Stock (or at any such
earlier time, if any, that an election is made by the Participant under
Section 83(b) of the Code, or any successor provision thereto, to include
the value of such Shares in taxable income), the Corporation shall have
the right to require the Participant or other person receiving such Shares
to pay the Corporation the amount of any taxes which the Corporation is
required to withhold with respect to such Shares, or, in lieu thereof, to
retain or sell without notice, a sufficient number of Shares held by it to
cover the amount required to be withheld. The Corporation shall have the
right to deduct from all dividends paid with respect to Shares of
Restricted Stock the amount of any taxes which the Corporation is required
to withhold with respect to such dividend payments.
Where a Participant or other person is entitled to receive
Shares pursuant to the exercise of an Option pursuant to the Plan, the
Corporation shall have the right to require the Participant or such other
person to pay the corporation the amount of any taxes which the
Corporation is required to withhold with respect to such Shares or, in
lieu thereof, to retain, or sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
17. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion
thereof at any time, but (except as provided in Section 10 hereof) no
amendment shall be made without approval of the stockholders of the
Corporation which shall materially (i) increase the aggregate number of
Shares with respect to which Awards may be made under the Plan, (ii)
increase the benefits accruing to Participants under the Plan or (iii)
change the class of persons eligible to participate in the Plan; provided,
however, that no such amendment, suspension or termination shall impair
the rights of any Participant, without his consent, in any Award
theretofore made pursuant to the Plan.
Notwithstanding anything in this Plan to the contrary, to the
extent that the Plan provides formula awards, as defined in Rule 16b-
3(c)(2)(ii) under the Securities Exchange Act of 1934, such provisions may
not be amended more than once every six months, other than to comport with
changes in the Code, ERISA or the rules thereunder.
18. Effective Date and Term of Plan. The Plan becomes
effective upon its adoption by the Board of Directors of the Corporation,
subject to the Association converting to a stock institution and approval
of the Plan by vote of the holders of a majority of the outstanding shares
of the Corporation entitled to vote on the adoption of the Plan. It shall
continue in effect for a term of ten years unless sooner terminated under
Section 17 hereof.
19. Initial Grant. By, and simultaneously with, the adoption
of this Plan, each member of the Board of Directors and the Secretary of
the Corporation at the time of the Association's conversion to stock form,
and each newly elected member as of the date of his election to the Board
of Directors, who is not a full-time Employee, is hereby granted an amount
equal to 1% of the Shares issued in the conversion with an Exercise Price
equal to the Purchase Price. Each such option granted to non-employee
directors and to the secretary shall be evidenced by a Non-Qualified Stock
Option Agreement and each such option granted to employee directors shall
be evidenced by a Qualified Stock Option Agreement, each such agreement in
a form approved by the Board of Directors, shall be exercisable for a
period of ten years following the date of grant. All options granted
pursuant to this Section 19 shall be rounded down to the nearest whole
share to the extent necessary to ensure that no Options to purchase
representing fractional shares are issued.
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 First Moline
Financial Corp. Stock Option and Incentive Plan (the "Plan").
As Senior Vice President and General Counsel of the Corporation, I am
familiar with the Corporation's Restated Articles of Incorporation and
By-Laws, as amended, and with its affairs. I also have examined, or
caused to be examined, (i) the Plan; (ii) a signed copy of the
Registration Statement; (iii) the Agreement and Plan of Reorganization
dated as of August 25, 1994 among the Corporation, its wholly owned
subsidiary, Firstar Corporation of Iowa, and First Moline Financial 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 Plan and assuming that the consideration received
by the Corporation is not less than the par value of the shares
of Common Stock issued, will be validly issued, fully paid and
nonassessable and no personal liability will attach to the
ownership thereof, except with respect to wage claims of
employees of the Corporation for services performed not to
exceed six months' service in any one case, as provided in
Section 180.0622(2)(b) of the Wisconsin Statutes and judicial
interpretations of such provision.
3. The Rights to be issued with the Common Stock have been duly and
validly authorized by all corporate action.
I consent to the use of this opinion as Exhibit 5 to the Registration
Statement, and I further consent to the use of my name in the Registration
Statement. In giving this consent, I do not admit that I am an "expert"
within the meaning of Section 11 of the Securities Act, or within the
category of persons whose consent is required by Section 7 of the
Securities Act or the rules and regulations of the Commission issued
thereunder.
Very truly yours,
/s/ Howard H. Hopwood 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 STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 10th day of April, 1995.
/s/ John A. Becker
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 12th day of April, 1995.
/s/ Robert C. Buchanan
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 13th day of April, 1995.
/s/ George M. Chester, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 11th day of April, 1995.
/s/ Roger H. Derusha
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 10th day of April, 1995.
/s/ James L. Forbes
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 10th day of April, 1995.
/s/ Holmes Foster
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 10th day of April, 1995.
/s/ Joseph F. Heil, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 11th day of April, 1995.
/s/ C. Paul Johnson
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 10th day of April, 1995.
/s/ Sheldon B. Lubar
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 11th day of April, 1995.
/s/ Daniel F. McKeithan, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 13th day of April, 1995.
/s/ George W. Mead II
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 11th day of April, 1995.
/s/ Guy A. Osborn
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 10th day of April, 1995.
/s/ William H. Risch
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 11th day of April, 1995.
/s/ Clifford V. Smith, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 12th day of April, 1995.
/s/ William W. Wirtz
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of April, 1995.
/s/ Michael E. Batten
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of April, 1995.
/s/ John H. Hendee, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 15th day of April, 1995.
/s/ Joe Hladky
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING OPTIONS TO ACQUIRE
COMMON STOCK OF FIRSTAR CORPORATION
(FIRST MOLINE FINANCIAL 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 a Registration Statement on Form S-8 or other applicable
form and any and all amendments (including post-effective amendments) to
the Registration Statement relating to the issuance of options which were
issued by First Moline Financial Corp. and were converted upon the
acquisition of First Moline Financial Corp. by Firstar Corporation into
the right to purchase Common Stock, $1.25 par value, of Firstar
Corporation and associated preferred stock purchase rights 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 such Registration Statement and to such
amendments (including post-effective amendments) to the Registration
Statement to be filed with the Securities and Exchange Commission, or any
of the exhibits, financial statements and schedules, or the Prospectuses,
filed therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 20th day of April, 1995.
/s/ Judith D. Pyle
