<PAGE> 1
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
__________
FIRSTAR CORPORATION
(Exact name of Registrant as specified in its charter)
__________
<TABLE>
<S> <C> <C>
Wisconsin 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 39-0711710
(State or other (414) 765-4321 (I.R.S. Employer
jurisdiction of (Address, including zip code, and telephone number, Identification
incorporation or including area code, of registrant's principal executive offices) No.)
organization)
</TABLE>
__________
FIRSTAR CORPORATION THRIFT AND SHARING PLAN
(Full title of the plan)
__________
Howard H. Hopwood III, Senior Vice President & General Counsel
Firstar Corporation
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(414) 765-5977
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
__________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
Securities to be to be price per offering registration
registered (1) registered share (2) price fee (3)
<S> <C> <C> <C> <C>
Common Stock ($1.25 par 2,000,000 $29.1875 $58,375,000 $20,129.00
value) . . . . Shares
Preferred Share Purchase 1,000,000 (4) (4) (4)
Rights . . . . Rights
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high
and the low prices for Firstar Corporation Common Stock in the
consolidated reporting system on May 3, 1995.
(3) This Registration Statement covers the registration of 2,000,000
shares of Common Stock of Firstar Corporation in addition to shares
previously registered under Registration No. 33-41030. Pursuant to
General Instruction E of Form S-8, the registration fee is calculated
and payable with respect to the 2,000,000 additional shares only.
(4) 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> 2
Part II
Information Required In The Registration Statement
This registration statement is being filed for the purpose of registering
additional securities for which a registration statement filed on this form
relating to the Firstar Corporation Thrift and Sharing Plan is effective.
Pursuant to General Instruction E, the contents of registration statement no.
33-41030 are incorporated herein by reference.
Item 8. Exhibits.
(5.1) Opinion of Howard H. Hopwood III,
Esq., as to the legality of the securities
being registered.
(5.2) In lieu of filing an opinion of counsel or
an Internal Revenue Service ("IRS")
determination letter pursuant to Item
601(b)(5) of Regulation S-K, the Registrant
hereby undertakes to submit or it has
submitted the Firstar Corporation Thrift
and Sharing Plan and any amendments
thereto to the IRS in a timely manner and
has made or will make all changes
required by the IRS in order to qualify
the Plan.
(23.1) Consent of KPMG Peat Marwick LLP.
(23.2) Consent of Howard H. Hopwood III,
Esq. (contained in Exhibit 5.1).
(24.1) Certified copy of resolutions of the
Board of Directors of Firstar
Corporation.
(24.2) Powers of Attorney.
S-1
<PAGE> 3
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee and State of Wisconsin on this 2nd day of
May, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROGER L. FITZSIMONDS* Chairman of the Board, Chief May 2, 1995
-------------------------------------------- Executive Officer and
Roger L. Fitzsimonds Director (principal executive
officer)
/s/ JOHN A. BECKER* President and Director May 2, 1995
-------------------------------------------------
John A. Becker
/s/ WILLIAM H. RISCH* Senior Vice President-Finance May 2, 1995
------------------------------------------------ and Treasurer (principal
William H. Risch accounting and financial officer)
/s/ MICHAEL E. BATTEN* Director May 2, 1995
----------------------------------------------
Michael E. Batten
/s/ ROBERT C. BUCHANAN* Director May 2, 1995
-------------------------------------------
Robert C. Buchanan
/s/ GEORGE M. CHESTER, JR.* Director May 2, 1995
-------------------------------------------
George M. Chester, Jr.
/s/ ROGER H. DERUSHA* Director May 2, 1995
----------------------------------------------
Roger H. Derusha
/s/ Director
--------------------------------------------------
James L. Forbes
</TABLE>
S-2
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ HOLMES FOSTER* Director May 2, 1995
------------------------------------------------
Holmes Foster
/s/ JOSEPH F. HEIL, JR.* Director May 2, 1995
-------------------------------------------------
Joseph F. Heil, Jr.
/s/ Director
--------------------------------------------------
John H. Hendee, Jr.
/s/ Director
--------------------------------------------------
Jerry M. Hiegel
/s/ JOE HLADKY* Director May 2, 1995
--------------------------------------------------
Joe Hladky
/s/ Director
--------------------------------------------------
C. Paul Johnson
/s/ JAMES H. KEYES* Director May 2, 1995
-------------------------------------------------
James H. Keyes
/s/ SHELDON B. LUBAR* Director May 2, 1995
----------------------------------------------
Sheldon B. Lubar
/s/ DANIEL F. McKEITHAN, JR.* Director May 2, 1995
-------------------------------------------
Daniel F. McKeithan, Jr.
/s/ GEORGE W. MEAD, II* Director May 2, 1995
-----------------------------------------------
George W. Mead, II
/s/ GUY A. OSBORN* Director May 2, 1995
-------------------------------------------------
Guy A. Osborn
/s/ JUDITH D. PYLE* Director May 2, 1995
--------------------------------------------------
Judith D. Pyle
/s/ CLIFFORD V. SMITH, JR.* Director May 2, 1995
---------------------------------------------
Clifford V. Smith, Jr.
/s/ Director
---------------------------------------------
William W. Wirtz
By: /s/ WILLIAM J. SCHULZ
------------------------------------
William J. Schulz
Attorney-in-Fact
</TABLE>
____________________
* Pursuant to authority granted by powers of attorney filed with the
registration statement.
S-3
<PAGE> 5
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milwaukee and State of
Wisconsin on the 2nd day of May, 1995.
FIRSTAR CORPORATION THRIFT
AND SHARING PLAN
By: The Firstar Corporation Thrift and
Sharing Plan Committee
By: /s/ JAMES R. BLACKMAN
-----------------------------------------
James R. Blackman, Member
By: /s/ PAUL D. BRAUN
-----------------------------------------
Paul D. Braun, Member
By: /s/ TERESA CARPENTER
-----------------------------------------
Teresa Carpenter, Member
By: /s/ JACK R. CHMIEL
-----------------------------------------
Jack R. Chmiel, Member
By: /s/ DENNIS R. FREDRICKSON
-----------------------------------------
Dennis R. Fredrickson, Member
By: /s/ ERROL G. HOHMANN
-----------------------------------------
Errol G. Hohmann, Member
By: /s/ ROGER C. RADEBAUGH
-----------------------------------------
Roger C. Radebaugh, Member
By: /s/ GEOFFREY J. ZWICK
-----------------------------------------
Geoffrey J. Zwick, Member
S-4
<PAGE> 6
Exhibit Index
Firstar Corporation
Thrift and Sharing Plan
Exhibit No. Exhibit
(5.1) Opinion of Howard H. Hopwood III,
Esq., as to the legality of the securities
being registered.
(5.2) In lieu of filing an opinion of counsel or
an Internal Revenue Service ("IRS")
determination letter pursuant to Item
601(b)(5) of Regulation S-K, the Registrant
hereby undertakes to submit or it has
submitted the Firstar Corporation Thrift
and Sharing Plan and any amendments
thereto to the IRS in a timely manner and
has made or will make all changes
required by the IRS in order to qualify
the Plan.
(23.1) Consent of KPMG Peat Marwick LLP.
(23.2) Consent of Howard H. Hopwood III,
Esq. (contained in Exhibit 5.1).
(24.1) Certified copy of resolutions of the
Board of Directors of Firstar
Corporation.
(24.2) Powers of Attorney.
S-5
<PAGE> 1
Exhibit 5.1
May 2, 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 Firstar Corporation Thrift and Sharing 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,
the Plan; a signed copy of the Registration Statement; and 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 5.1 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.
S-6
<PAGE> 2
Very truly yours,
/s/ HOWARD H. HOPWOOD III
-----------------------------------------
Howard H. Hopwood III
Senior Vice President
and General Counsel
S-7
<PAGE> 1
Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Firstar Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Firstar Corporation relating to the Firstar Corporation Thrift and
Sharing Plan of our report dated January 19, 1995, relating to the consolidated
balance sheets of Firstar Corporation and Subsidiaries as of December 31, 1994
and 1993, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1994, which report appears in the December 31, 1994 annual report
on Form 10-K of Firstar Corporation, incorporated by reference in the
Registration Statement on Form S-8 (No. 33-41030).
/s/ KPMG PEAT MARWICK LLP
-----------------------------------------
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
May 8, 1995
S-8
<PAGE> 1
Exhibit 24.1
FIRSTAR CORPORATION
CERTIFICATE OF RESOLUTIONS
OF THE BOARD OF DIRECTORS
I, William J. Schulz, certify that I am the duly appointed Senior Vice
President and Secretary of Firstar Corporation, a Wisconsin Corporation (the
"Corporation"), located at Milwaukee, Wisconsin, and I further certify that the
resolutions attached hereto as Exhibit A are a true and correct copy of the
resolutions approved by the Board of Directors of the Corporation on April 20,
1995, at a meeting duly called and held at which a quorum was present and acted
throughout; and such resolutions have not been amended or modified, rescinded
or revoked and are in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of the Corporation this 2nd day of May, 1995.
(S E A L)
/s/ WILLIAM J. SCHULZ
-----------------------------------------
William J. Schulz
Senior Vice President and Secretary
S-9
<PAGE> 2
Exhibit A
FIRSTAR CORPORATION
RESOLUTIONS OF THE BOARD OF DIRECTORS
THRIFT AND SHARING PLAN/REGISTRATION STATEMENT
RESOLVED, that preparation of the Registration Statement on Form S-8 or
such other form as may be appropriate covering up to two million shares of the
Common Stock, $1.25 par value, (and related preferred share purchase rights) to
be issued pursuant to the Firstar Corporation Thrift and Sharing Plan (the
"Plan"), of the Corporation including prospectuses, exhibits and other
documents to be filed with the Commission for the purpose of registering the
offer and sale of the Common Stock under the Securities Act of 1933, as
amended, be and it hereby is in all respects approved; that the directors and
appropriate officers of the Corporation, and each of them, be and they hereby
are authorized to execute (whether for and on behalf of the Corporation, or as
an officer or director of the Corporation, or otherwise), such Registration
Statement (including amendments to the prospectus and the addition or amendment
of exhibits and other documents relating thereto or required by law or
regulation in connection therewith), any and all amendments (including
post-effective amendments) to the Registration Statement or a new Registration
Statement in such form as such directors and officers may deem necessary,
appropriate or desirable, as conclusively evidenced by their execution thereof;
that the appropriate officers of the Corporation, and each of them, be and they
hereby are authorized to cause such Registration Statement, amendments to the
Registration Statement or new Registration Statement, so executed, to be filed
with the Commission; and that the appropriate officers of the Corporation, and
each of them, be and they hereby are authorized to make such payments, and do
such other acts or things as in their opinion, may be necessary or desirable in
order to effect any such filing, to cause the Registration Statement to become
effective, and to maintain the Registration Statement in effect so long as they
deem it to be in the best interest of the Corporation.
RESOLVED, that Howard H. Hopwood III, Senior Vice President and General
Counsel of the Corporation, is hereby designated as the person duly authorized
to receive communications and notices from the Commission with respect to the
Registration Statement and with the powers conferred upon him as such person by
the Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder.
RESOLVED, that each officer and director who may be required to sign and
execute any such Registration Statement or any amendment thereto or document in
connection therewith (whether for and on behalf of the Corporation, or as an
officer or director of the Corporation, or otherwise), be and hereby is
authorized to execute a power of attorney appointing Roger L. Fitzsimonds, John
A. Becker, William H. Risch, and William J. Schulz, and each of them,
severally, his or her true and lawful attorney or attorneys to sign in his or
her name, place and stead in any such capacity any such Registration Statement
and any and all amendments (including post-effective amendments) thereto and
documents in connection therewith, and to file the same with the Commission,
each of said attorneys to have power to act with or without the other, and to
have full power and authority to do and perform, in the name and on behalf of
each of said officers and directors who shall have executed
S-10
<PAGE> 3
such power of attorney, every act whatsoever which such attorneys, or any of
them, may deem necessary, appropriate or desirable to be done in connection
therewith as fully and to all intents and purposes as such officers or
directors might or could do in person.
RESOLVED, that the appropriate officers of the Corporation, and each of
them, be and they hereby are authorized and empowered, in the name and for and
on behalf of the Corporation, to take any action, including paying expenses,
and to execute and deliver any and all letters, documents, amendments,
certificates, agreements or other writings, that such officer or officers may
deem necessary, appropriate or desirable in order to enable the Corporation
fully to exercise its rights and to perform its obligations or otherwise to
carry out the purposes and intents of each and all of the foregoing
resolutions.
S-11
<PAGE> 1
Exhibit 24.2
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ ROGER L. FITZSIMONDS
-----------------------------------------
Director
S-12
<PAGE> 2
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ JOHN A. BECKER
-----------------------------------------
Director
S-13
<PAGE> 3
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ WILLIAM H. RISCH
-----------------------------------------
Director
S-14
<PAGE> 4
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ MICHAEL E. BATTEN
-----------------------------------------
Director
S-15
<PAGE> 5
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ ROBERT C. BUCHANAN
-----------------------------------------
Director
S-16
<PAGE> 6
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ GEORGE M. CHESTER, JR.
-----------------------------------------
Director
S-17
<PAGE> 7
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ ROGER H. DERUSHA
-----------------------------------------
Director
S-18
<PAGE> 8
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ HOLMES FOSTER
-----------------------------------------
Director
S-19
<PAGE> 9
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ JOSEPH F. HEIL, JR.
-----------------------------------------
Director
S-20
<PAGE> 10
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ JOE HLADKY
-----------------------------------------
Director
S-21
<PAGE> 11
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ JAMES H. KEYES
-----------------------------------------
Director
S-22
<PAGE> 12
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ SHELDON B. LUBAR
-----------------------------------------
Director
S-23
<PAGE> 13
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ DANIEL F. McKEITHAN, JR.
-----------------------------------------
Director
S-24
<PAGE> 14
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ GEORGE W. MEAD, II
-----------------------------------------
Director
S-25
<PAGE> 15
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ GUY A. OSBORN
-----------------------------------------
Director
S-26
<PAGE> 16
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ JUDITH D. PYLE
-----------------------------------------
Director
S-27
<PAGE> 17
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT ON FORM S-8
COVERING THE
FIRSTAR CORPORATION
THRIFT AND SHARING PLAN
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, 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 shares of its Common Stock, $1.25 par value,
and associated preferred share purchase rights and interests in its Thrift and
Sharing Plan, 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 otherwise) to such
Registration Statement and to such amendments (including post-effective
amendments) to the Registration Statement filed or to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Prospectuses, filed therewith, and to file the
same with the Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorneys and agents, and each of them,
shall do or cause to be done by virtue hereof. Any one of said attorneys and
agents shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name on the 20th
day of April, 1995.
/s/ CLIFFORD V. SMITH, JR.
-----------------------------------------
Director
S-28
