Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
FIRSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 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)
Hi-Bancorp, Inc. Employees' Combined Incentive and
Non-Statutory Stock Option and Stock Appreciation Rights Plan
GNP Bancorp, Inc. Employees' Combined Incentive and
Non-Statutory Stock Option and Stock Appreciation Rights Plan
First Colonial Bankshares Corporation 1988 Stock Option Plan
(Full title of the plans)
__________________________
Howard H. Hopwood III, Esq.
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 765-5977
(Name, address and telephone number, including area code,
of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed
Securities to be to be Maximum Maximum Amount of
Registered Registered Offering Aggregate Registrat
Price Offering ion Fee
Per Share Price
Common Stock, 1,073,283 $18.79(1) $20,166,988(1) $6,954.14
$1.25 par value shares
Preferred Share 536,642 (2) (2) (2)
Purchase Rights rights
(1) Computed based upon the aggregate offering price divided by all
outstanding options at various known exercise prices to arrive at an
average known option price per share in accordance with Rule 457(h)
under the Securities Act of 1933.
(2) The value attributable to the Preferred Share Purchase Rights is
reflected in the market price of the Common Stock to which the
Rights are attached.
_________________________________
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Firstar
Corporation (the "Company") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1993, which includes certified financial statements as of and
for the year ended December 31, 1993.
2. All other reports filed since December 31, 1993 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 December 31, 1994 beneficially
owned 55,372 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) Hi-Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock Option
and Stock Appreciation Rights Plan
(4.2) GNP Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock Option
and Stock Appreciation Rights Plan
(4.3) First Colonial Bankshares Corporation 1988
Stock Option Plan, as amended (Incorporated
by reference to Exhibit 10(h) to First
Colonial's (File No. 0-13404) Annual Report
on Form 10-K for the year ended
December 31, 1992)
(4.4) Amendment to the First Colonial Bankshares
Corporation 1988 Stock Option Plan, as
amended
(4.5) First Amendment to the Hi-Bancorp, Inc.
Employees' Combined Incentive and Non-
Statutory Stock Option and Stock
Appreciation Rights Plan
(4.6) First Amendment to the GNP Bancorp, Inc.
Employees' Combined Incentive and Non-
Statutory Stock Option and Stock
Appreciation Rights Plan
(4.7) Form of Amendment and Restated Incentive
Option Agreement for use in connection with
the Hi-Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock Option
and Stock Appreciation Rights Plan
(4.8) Form of Amendment and Restated Incentive
Stock Option Agreement for use in
connection with the GNP Bancorp, Inc.
Employees' Combined Incentive and Non-
Statutory Stock Option and Stock
Appreciation Rights Plan
(4.9) Form of Conversion Agreement to the GNP
Bancorp, Inc. Employees' Combined Incentive
and Non-Statutory Stock Option and Stock
Appreciation Rights Plan
(4.10) Form of Conversion Agreement to the Hi-
Bancorp Employees' Combined Incentive and
Non-Statutory Stock Option and Stock
Appreciation Rights Plan
(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 January 31, 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, January 31, 1995
Roger L. Fitzsimonds Chief Executive Officer
and Director (principal
executive officer)
/s/John A. Becker * President and Director January 31, 1995
John A. Becker
/s/William H. Risch * Senior Vice President- January 31, 1995
William H. Risch Finance and Treasurer
(principal accounting and
financial officer)
/s/Robert C. Buchanan * Director January 31, 1995
Robert C. Buchanan
/s/Michael E. Batten * Director January 31, 1995
Michael E. Batten
/s/George M. Chester, Jr. * Director January 31, 1995
George M. Chester, Jr.
/s/Roger H. Derusha * Director January 31, 1995
Roger H. Derusha
/s/James L. Forbes * Director January 31, 1995
James L. Forbes
/s/Holmes Foster * Director January 31, 1995
Holmes Foster
/s/Joseph F. Heil, Jr. * Director January 31, 1995
Joseph F. Heil, Jr.
/s/John H. Hendee * Director January 31, 1995
John H. Hendee
/s/Jerry M. Hiegel * Director January 31, 1995
Jerry M. Hiegel
/s/Joe Hladky * Director January 31, 1995
Joe Hladky
/s/James H. Keyes * Director January 31, 1995
James H. Keyes
/s/Sheldon B. Lubar * Director January 31, 1995
Sheldon B. Lubar
/s/Daniel F. McKeithan, Jr. * Director January 31, 1995
Daniel F. McKeithan, Jr.
/s/George W. Mead, II * Director January 31, 1995
George W. Mead, II
/s/Guy A. Osborn * Director January 31, 1995
Guy A. Osborn
/s/Judith D. Pyle * Director January 31, 1995
Judith D. Pyle
/s/Clifford V. Smith, Jr. * Director January 31, 1995
Clifford V. Smith, Jr.
/s/William W. Wirtz Director January 31, 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) Hi-Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock
Option and Stock Appreciation Rights Plan
(4.2) GNP Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock
Option and Stock Appreciation Rights
Plan
(4.3) First Colonial Bankshares Corporation
1988 Stock Option Plan, as amended
(Incorporated by reference to Exhibit
10(h) to First Colonial's (File No. 0-
13404) Annual Report on Form 10-K for
the year ended December 31, 1992)
(4.4) Amendment to the First Colonial
Bankshares Corporation 1988 Stock
Option Plan, as amended
(4.5) First Amendment to the Hi-Bancorp,
Inc. Employees' Combined Incentive and
Non-Statutory Stock Option and Stock
Appreciation Rights Plan
(4.6) First Amendment to the GNP Bancorp,
Inc. Employees' Combined Incentive and
Non-Statutory Stock Option and Stock
Appreciation Rights Plan
(4.7) Form of Amendment and Restated
Incentive Option Agreement for use in
connection with the Hi-Bancorp, Inc.
Employees' Combined Incentive and Non-
Statutory Stock Option and Stock
Appreciation Rights Plan
(4.8) Form of Amendment and Restated
Incentive Stock Option Agreement for
use in connection with the
GNP-Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock
Option and Stock Appreciation Rights
Plan
(4.9) Form of Conversion Agreement to the
GNP Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock
Option and Stock Appreciation Rights
Plan
(4.10) Form of Conversion Agreement to the
Hi-Bancorp Employees' Combined
Incentive and Non-Statutory Stock
Option and Stock Appreciation Rights
Plan
(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
HI-BANCORP, INC.
EMPLOYEES' COMBINED INCENTIVE AND
NON-STATUTORY STOCK OPTION AND
STOCK APPRECIATION RIGHTS PLAN
ARTICLE I
Purpose
The purpose of the Plan is to provide additional incentive to
certain Employees who are making and can continue to make substantial
contributions to the success of the Company by providing them with an
opportunity to acquire a proprietary interest in the Company through the
grant and exercise of options to purchase shares of the Common Stock of
the Company. It is the judgment of the Board that the acquisition of a
proprietary interest in the Company and its Subsidiaries by certain
Employees will increase their personal interest in its growth and
progress, thereby promoting the interests of the Company and all its
shareholders. The Company intends that the options granted pursuant to
the Plan may be either "incentive stock options" within the meaning of
that term in Section 422A of the Code and the treasury regulations
promulgated thereunder, or options which do not qualify as incentive stock
options ("Non-Statutory Stock Options").
ARTICLE II
Definitions
The following words and terms as used herein shall have that
meaning set forth therefor in this Article, unless a different meaning is
clearly required by the context. Whenever appropriate, words used in the
singular shall be deemed to include the plural and vice versa, and the
masculine gender shall be deemed to include the feminine gender.
2.1 Board shall mean the Board of Directors of the Company.
2.2 Code shall mean the Internal Revenue Code of 1986, as now
in effect or as hereafter amended.
2.3 Committee shall mean the Stock Option Committee, if any,
appointed by the Board in accordance with the provisions of Article IV to
administer the Plan.
2.4 Common Stock shall mean the common stock, no par value, of
the Company, and any other securities of the Company to the extent
provided in Article IX.
2.5 Company shall mean Hi-Bancorp, Inc., an Illinois
corporation, and any successor to it.
2.6 Disinterested Person shall mean any member of the Board,
who at the time discretion under the Plan is exercised is not eligible,
and who has not at any time for one year prior thereto been eligible for
selection as a Grantee, under any plan of the Company or any of the
affiliates (as that term is used in the Securities Exchange Act of 1934)
of the Company entitling the participants therein to acquire stock, stock
appreciation rights or stock options of the Company or any of its
affiliates.
2.7 Employee shall mean any individual employed by and
receiving compensation from the Company or any Subsidiary.
2.8 Fair Market Value of Common Stock shall mean, at any date,
the value determined by the Board or by the Committee, if any, by any fair
and reasonable means, including (a) if the Common Stock is not listed for
trading on a national securities market but is traded in the domestic
over-the-counter market, the mean of the closing bid and asked quotations
for a share of Common Stock as of the date for which such value is being
determined; or (b) if the Common Stock is listed on one or more exchanges,
the last sale on the exchange on which the Common Stock is primarily
listed and traded on that date or, if there were no sales on that date,
the mean of the bid and asked prices for Common Stock on that exchange at
the close of business on that date.
2.9 Grantee shall mean an Employee who is granted an Option by
the Board under this Plan.
2.10 Incentive Stock Option shall mean an option to purchase a
specific number of shares of the Common Stock granted by the Board
pursuant to Section 4.2(g) of the Plan.
2.11 Non-Statutory Stock Option shall mean an option to purchase
a specific number of shares of the Common Stock granted by the Board
pursuant to Section 4.2(g) of this Plan.
2.12 Option shall mean both an Incentive Stock Option and a Non-
Statutory Stock Option.
2.13 Option Agreement shall mean a written agreement evidencing
the right to purchase Common Stock pursuant to the terms of this Plan and
the right, if any, to receive Stock Appreciation Rights which agreement
shall be in the form described in Article VIII.
2.14 Plan shall mean Hi-Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock Option and Stock Appreciation Rights
Plan, as set forth herein and as amended from time to time.
2.15 Reference Option shall mean an Option with respect to which
the Company has granted a Stock Appreciation Right.
2.16 Stock Appreciation Right shall mean the right granted by
the Board pursuant to Article VII of this Plan as a part of the Reference
Option which right shall permit a Grantee to elect to receive cash, in
lieu of the shares subject to the Reference Option, from the Company in an
amount equal to the excess, if any, of the Fair Market Value per share of
the Common Stock, determined on the date the Stock Appreciation Right is
exercised, over the exercise price per share of such Reference Option.
2.17 Subsidiary shall mean any corporation that at the time
qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" contained in Section 425(f) of the Code, as that
section may be amended from time to time.
ARTICLE III
Shares Subject to Plan
3.1 The total number of shares of Common Stock which are
available for granting Options hereunder shall be Twenty Thousand (subject
to adjustment as provided below in Section 3.3 and in Article IX hereof).
3.2 The shares of Common Stock issued upon the exercise of an
Option shall be made available, in the discretion of the Board, either
from the authorized but unissued Common Stock or from any outstanding
Common Stock which has been reacquired by the Company.
3.3 Except as provided in Section 7.2 hereof, in the event that
any Option terminates for any reason, other than the exercise of a Stock
Appreciation Right by the Grantee (whether such Option is vested or non-
vested at the time of termination), without having been exercised in full,
the unpurchased shares of Common Stock subject to that Option shall once
again become available for the granting of Options.
ARTICLE IV
Administration
4.1 The Board may, in its sole discretion, either retain the
exclusive control and management of the operations and administration of
the Plan or may delegate such control and management to a Committee
composed of three members of the Board. In the event that the Board does
delegate such authority to a Committee, it may also at any time terminate
that authority and resume the exclusive control and management of the
Plan. For so long as the Board retains the control and management over
the Plan, members of the Board shall not be eligible to participate in or
be granted Options or Stock Appreciation Rights either under the Plan or
any other plan maintained by the Company.
In the event that the Board appoints a Committee: (a) all
members of the Committee shall be Disinterested Persons; (b) all vacancies
occurring on the Committee shall be filled by appointment of the Board;
(c) the members of the Committee shall serve at the pleasure of the Board;
(d) the Committee shall maintain written minutes of its proceedings; and
(e) 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 all the members, shall be the acts
of the Committee.
In the event that and for so long as this Plan is controlled and
managed by a Committee, the terms and provisions of this Plan, other than
the two immediately preceding paragraphs of this Article IV and
Sections 2.1 and 2.3, shall be applied by substituting the term
"Committee" for "Board" therein.
4.2 Subject to the provisions of this Plan, the Board shall
determine: (a) the Grantees; (b) the number of shares of Common Stock
subject to an Option; (c) the date or dates upon which an Option and/or
Stock Appreciation Right may be exercised or is granted; (d) the manner in
which an Option and/or Stock Appreciation Right may be exercised; (e) such
other terms to which an Option and/or Stock Appreciation Right is subject
(including the manner in which it vests); (f) the form of any Option
Agreements; (g) whether the Option is an Incentive Stock Option or a Non-
Statutory Stock Option; and (h) whether the Grantee shall receive a Stock
Appreciation Right.
4.3 The Board shall interpret the Plan and from time to time
may adopt such rules and regulations for carrying out the terms and
purposes of the Plan and may take such other actions in the administration
of the Plan as it deems advisable. The interpretation and construction by
the Board of any provisions of this Plan or any Option Agreement and the
determination of any question arising under this Plan, any such rule or
regulation or any Option Agreement shall be final and binding on all
persons interested in the Plan.
4.4 No member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan.
ARTICLE V
Eligibility
Each Employee who is considered to be a key administrative,
managerial or executive Employee, as determined in the sole discretion of
the Board, shall be eligible to be granted an Option and/or Stock
Appreciation Right under this Plan. Anything to the contrary
notwithstanding, an Incentive Stock Option shall not be granted to any
Employee who, at the time the Incentive Stock Option is granted owns, or
is deemed to own pursuant to the provisions of Code Section 425(d), shares
of Common Stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Subsidiary, unless
the purchase price per share in not less than 100% of the Fair Market
Value of Common Stock on the day such Option is granted and such Option by
its terms is not exercisable after the expiration of five years from the
date such Option is granted.
ARTICLE VI
Annual Limitation on Value of Incentive Stock Options
The aggregate Fair Market Value of the Common Stock (determined
at the time the Incentive Stock Option is granted) with respect to which
Incentive Stock Options are exercisable for the first time in any calendar
year (together with options granted under all other incentive stock option
plans of the Company and any parent corporation (as defined in Code
Section 425(e)) or Subsidiary shall not exceed One Hundred Thousand
Dollars ($100,000) for any one Grantee. No such annual limitation shall
apply to the grant of Non-Statutory Stock Options hereunder.
ARTICLE VII
Stock Appreciation Rights
7.1 The Board may grant Stock Appreciation Rights to any
Grantee at any time and from time to time during the term of the Option to
which it relates. Each Stock Appreciation Right shall be subject to terms
and conditions which are at least as restrictive as those which govern the
Option to which it relates and may, in the sole discretion of the Board,
be subject to additional restrictions.
7.2 Upon the exercise of any Stock Appreciation Right, the
number of shares of Common Stock which were available for purchase under
the Reference Option shall be reduced by a corresponding number and the
Reference Option shall be cancelled to that extent. Notwithstanding
anything contained in Section 3.3 hereof to the contrary, for purposes of
determining the number of shares of Common Stock available for purchase
under the Plan, in the event and to the extent that a Reference Option is
cancelled as a result of the exercise of a Stock Appreciation Right, such
Reference Option shall be deemed to have been exercised and the shares
which would have been issued had the Reference Option been exercised shall
not be available for future grants under the Plan.
7.3 Stock Appreciation Rights shall be used solely as a device
for the measurement and determination of the amount to be paid to the
Grantee. Stock Appreciation Rights shall not constitute or be treated as
property or as a trust fund of any kind. All amounts which are at any
time attributable to the Stock Appreciation Rights shall be and remain the
sole property of the Company and the Grantee's rights hereunder are
limited to the right to receive cash as provided in this Plan.
ARTICLE VIII
Terms and Conditions of Options and Stock Appreciation Rights
All Options and Stock Appreciation Rights granted under the Plan
shall be evidenced by an Option Agreement which shall be in such form as
the Board may from time to time approve and shall be executed on behalf of
the Company by one or more officers of the Company. Each such Option
Agreement shall be subject to the terms and conditions of this Plan
together with such other terms and conditions as the Board may deem
desirable and shall provide in substance as follows:
8.1 Number of Shares and Option Price. Each Option Agreement
shall specify the number of shares of Common Stock covered by such Option
and the purchase price per share. The purchase price per share of Common
Stock subject to an Incentive Stock Option shall not be less than the Fair
Market Value of Common Stock on the date that Option was granted. The
purchase price per share of Common Stock subject to a Non-Statutory Stock
Option shall be established by the Board and may be at a price less than
the Fair Market Value of Common Stock, but in no event less than the par
value, if any, of the Common Stock subject to an Option. The number of
shares and the option price per share shall be subject to adjustment as
provided in Article IX.
8.2 Non-Transferability of Options. Each Option Agreement
shall provide that the Option and Stock Appreciation Rights, if any,
granted therein shall be non-transferable and non-assignable by the
Grantee other than upon death as provided in Section 8.5 below and that
during the lifetime of the Grantee such Option and Stock Appreciation
Rights may be exercised only by the Grantee or such Grantee's legal
representative.
8.3 Maximum Term. Each Option Agreement shall set forth the
period during which it may be exercised; provided, however, Incentive
Stock Options granted pursuant to this Plan shall expire not more than 10
years from the date that the Incentive Stock Option is granted.
8.4 Termination of Option. In the event that a Grantee shall
cease to be employed by the Company or its Subsidiaries for any reason
other than death, the Grantee shall have the right to exercise his or her
Option at any time within three months after such cessation of employment
but only as to such number of shares as to which the Option was
exercisable at the date of such cessation of employment. Notwithstanding
the provisions of the preceding sentence: (i) if cessation of employment
occurs by reason of the disability of the Grantee (within the meaning of
Section 105(d)(4) of the code), such three-month period shall be extended
to one year; and (ii) if employment is terminated at the request of the
Company for substantial cause, the Grantee's right to exercise the option
shall terminate at the time notice of termination of employment is given
by the Company to such Grantee. For purposes of this provision,
substantial cause shall include: (i) the commission of a criminal act
against, or in derogation of the interests of the Company or its
Subsidiaries; (ii) knowingly divulging confidential information about the
Company or its Subsidiaries to a competitor or to the public; (iii)
interference with the relationship between the Company or its Subsidiaries
and any major customer; or (iv) the performance of any similar action that
the Board, in its sole discretion, may deem to be sufficiently injurious
to the interest of the Company or its Subsidiaries to constitute
substantial cause for termination. A transfer of employment from the
Company to a Subsidiary or vice versa shall not be deemed a termination of
employment.
If a Grantee dies while in the employ of the Company or its
Subsidiaries or within three months (or twelve months in the case of a
disabled Grantee) after cessation of such employment (unless cessation
occurs, due to substantial cause, as defined herein), his or her estate,
personal representative or the person that acquires his or her Option by
bequest or inheritance or by reason of such death shall have the right to
exercise such Option before the date that such Option would otherwise
terminate, but only as to the number of shares as to which such Option was
exercisable on the date of death. In any such event, unless so exercised
within the period as aforesaid, the Option shall terminate at the
expiration of said period.
8.5 Exercise of Options. Each Option Agreement shall provide
that Options shall be exercised by delivering a written notice of exercise
to the Company. Each such notice shall state the number of shares of
Common Stock in respect of which the Option is being exercised and shall
be signed by the person (or persons) exercising the Option and, in the
event the Option is being exercised by any person other than the Grantee,
shall be accompanied by proof, satisfactory to counsel for the Company, of
the right of such person to exercise the Option. A certified or cashier's
check in full payment of the purchase price for the number of shares of
Common Stock specified in the notice must accompany such notice. In
addition, except to the extent provided at Section 8.9(H) below, in the
event that the Option being exercised is a Non-Statutory Stock Option, a
certified or cashier's check in full payment of the aggregate amount of
any federal, state or local withholding taxes, if any, attributable to the
transfer of stock pursuant to the exercise of the Option must accompany
such notice.
The date of exercise of an Option shall be the date on which
written notice of exercise shall have been delivered to the Company, but
the exercise of an Option shall not be effective until the person (or
persons) exercising the Option shall have complied with all the provisions
of the Option Agreement governing the exercise of the Option. The Company
shall deliver as soon as practicable after receipt of notice and payment,
certificates for the shares of the Common Stock subject to the Option. In
the event that the amount of withholding taxes attributable to the
transfer of the Common Stock cannot be determined on the date on which the
Option is exercised, whether due to the fact that the Common Stock
transferred upon such exercise is "non-transferable" by him, "subject to a
substantial risk of forfeiture" (as those terms are defined in Section 83
of the Code) or otherwise, the Company shall issue and transfer the shares
to the person (or persons) exercising such Option but may require such
person (or persons) to pledge the shares to the Company as security for
the payment of the applicable withholding taxes until such time as such
payment is made. No one shall be or be deemed to be the holders of any
Common Stock subject to an Option unless and until certificates for the
shares of such Common Stock are issued to that person.
8.6 Conditions on Right of Exercise. The Option Agreement may
provide for such conditions on the right of exercise as the Board, in its
sole discretion, deems appropriate, which conditions may, without
limitation, include conditions based upon completion of a further period
of continued employment, or the performance of the Company, a division
thereof, or the Grantee. Without limiting the foregoing, an Option
Agreement may provide that the Board may, in its sole discretion,
terminate in whole or in part any portion of the Option which has not yet
become vested if it determines that the Grantee is not satisfactorily
performing the duties to which he was assigned on the date the Option was
granted or duties of at least equal responsibility.
8.7 Character of Option Granted. Each Option Agreement shall
specifically provide whether the Option granted thereby is an Incentive
Stock Option or a Non-Statutory Stock Option; provided, however, that an
Option shall be a Non-Statutory Stock Option only if it fails to qualify
as an "incentive stock option" as defined in Section 422A(b) of the Code.
8.8 Provisions Relating to Stock Appreciation Rights. In the
event that the Board grants Stock Appreciation Rights to the Grantee
pursuant to Section 4.2(h) hereof, then in addition to the provisions
described above, the Option Agreement shall include the following
provisions:
(A) No Stock Appreciation Right shall be exercisable
during the first six months of its term, except in the event
that the physical disability of the holder thereof occurs prior
to the expiration of such six-month period.
(B) No Stock Appreciation Right shall at any time be
exercisable with respect to the Reference Option or any portion
thereof unless (i) such Option or such portion shall itself be
exercisable at that time, and (ii) such other conditions, if
any, imposed by the Board shall have been satisfied.
(C) No Stock Appreciation Right granted to a Grantee shall
be transferable by him other than by will or the laws of descent
and distribution, and such right shall be exercisable, during
his lifetime, only by the Grantee or his legal representative.
(D) The Stock Appreciation Right shall be transferable
only when the Reference Option is transferable, and under the
same conditions.
(E) The Stock Appreciation Right shall expire no later
than the time at which the Reference Option expires.
(F) The Stock Appreciation Right may be exercised only at
such time as the Fair Market Value of the Common Stock subject
to the Reference Option exceeds the exercise price of such
Reference Option.
(G) Any exercise by an officer of the Company (as defined
for this purpose by the regulations of the Securities and
Exchange Commission) of a Stock Appreciation Right shall be made
during the period beginning in the third business day following
the date of release for publication of quarterly and annual
summary statements of sales and earnings of the Company and its
subsidiaries, and ending on the twelfth business day following
such date.
(H) Upon the exercise of a Stock Appreciation Right, the
Company shall withhold from the cash to be distributed to the
Grantee an amount equal to the aggregate amount of any federal,
state or local withholding taxes (the "withholding taxes"), if
any, attributable to the exercise of such Stock Appreciation
Right and may, in its sole discretion, also withhold an amount
equal to the withholding taxes attributable to the exercise of
any Non-Statutory Stock Option exercised by the Grantee at the
same time as he exercised such Stock Appreciation Right, in
which case such Grantee shall not be required to tender payment
of such withholding taxes in order to exercise such Non-
Statutory Stock Option.
8.9 The Option Agreement may include such other terms and
conditions, not inconsistent with this Plan, as the Board in its sole
discretion shall determine.
ARTICLE IX
Effect of Certain Changes
9.1 If there is any change in the number of shares of Common
Stock through the declaration of stock dividends or through a
recapitalization which results in stock splits or reverse stock splits,
the number of shares of Common Stock available for Options as well as the
number of such shares covered by outstanding Options, and the price per
share of such Options, shall be proportionately adjusted by the Board to
reflect any increase or decrease in the number of issued shares of Common
Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.
9.2 In the event of a change in the Common Stock of the
Company, as presently constituted as of the date of this Plan, which is
limited to a change of all of its authorized shares with par value into
the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be the Common
Stock within the meaning of the Plan.
9.3 Notwithstanding the provisions of this Article IX, upon the
dissolution or liquidation of the Company, or upon any reorganization,
merger or consolidation of the Company, or upon any reorganization, merger
or consolidation of the Company with one or more corporations where the
Company is the surviving corporation and the shareholders of the Company
immediately prior to such transaction do not own at least 80% of the
Company's Common Stock immediately after such transaction, or upon any
reorganization, merger or consolidation of the Company with one or more
corporations where the Company is not the surviving corporation, or upon a
sale of substantially all of the assets or 80% or more of the then
outstanding Common Stock of the Company to another corporation or entity
(any such reorganization, merger, consolidation, sale of assets or sale of
Common Stock being hereinafter referred to as the "Transaction"), the Plan
shall terminate; provided, however, that
(i) any Options theretofore granted and outstanding under
the Plan shall become immediately exercisable in full and shall
remain exercisable until the effective date of such Transaction;
(ii) if the operation of Section 9.3(i) should cause the
Incentive Stock Options held by any Grantee to exceed the limits
set forth at Article VI above, such excess shall automatically
and without any further action on the part of the Company, the
Board or the Grantee be transformed into Non-Statutory Stock
Options as set forth below; and
(iii) the termination of the Plan and any exercise of
an Option the exercisability of which is accelerated by the
operation of Section 9.3(i) shall be subject to and conditioned
upon the consummation of the Transaction to which such
acceleration relates, and if, for any reason, such Transaction
is abandoned, such Option exercise shall be void and such Option
shall thereafter be exercisable only as permitted by the Plan,
which shall remain in full force and effect.
For purposes of applying Section 9.3(ii): (A) the Fair Market
Value of Common Stock underlying the Incentive Stock Options shall be
determined as of the time the Option with respect to such stock is
granted; (B) the Incentive Stock Options shall be transformed, to the
extent required, into Non-Statutory Stock Options in reverse chronological
order, such that the last-granted Incentive Stock Option shall be the
first Option transformed into a Non-Statutory Stock Option and the first-
granted Incentive Stock Option shall be the last Option so transformed;
and (C) the terms and conditions of each Non-Statutory Stock Option so
created shall be identical in all respects to those of the Incentive Stock
Option that it replaces including but not limited to the fact that it
shall be immediately exercisable in full and shall remain exercisable
until the time at which the Transaction becomes effective. In the event
that Incentive Stock Options are transformed into Non-Statutory Stock
Options by operation of Section 9.3(ii), the Board shall issue replacement
Option Agreements that reflect the adjusted number of Incentive Stock
Options and Non-Statutory Stock Options. The Company shall use its best
efforts to give each Grantee written notice of any proposed Transaction at
least 30 days prior to the effective date of any such Transaction. Any
Option not exercised by the time the Transaction legally becomes effective
shall thereupon terminate. The purpose of Section 9.3(ii) is to conform
to the limitations placed on the grant of Incentive Stock Options by
Section 422A of the Code, which is incorporated herein by this reference,
and to the extent this Section is inconsistent with Section 422A of the
Code, the provisions of Section 422A shall apply.
9.4 To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive.
9.5 Except as hereinbefore expressly provided in this
Article IX, the Grantee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares
of stock of any class or by reason of any dissolution, liquidation, merger
or consolidation or spin-off of assets or stock of another corporation,
and any issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to
the number or price of shares of Common Stock subject to the Option. The
grant of an Option shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structures or to merge or to consolidate or to
dissolve, liquidate or sell or transfer all of part of its business or
assets.
ARTICLE X
Amendment and Termination
The Board shall have the right to amend or suspend, or terminate
this Plan at any time, provided that unless first approved by the
shareholders of the Company, no amendment shall be made to the Plan
(except to conform the Plan and the Option Agreements thereunder to
changes in the Code or governing law) which: (1) materially modifies the
eligibility requirements of Article V; (2) increases the total number of
Shares of Common Stock which may be issued under the Plan; (3) changes the
Option price specified in Article VIII; or (4) changes the term of the
Plan as set forth in Article IV. No amendment to the Plan shall be made
by the Board that materially changes the terms of the Plan so as to impair
or adversely alter the rights of a Grantee or other option holder without
such person's consent.
ARTICLE XI
Issuance of Shares and Compliance with Securities Regulations
The obligation of the Company to sell and deliver the Common
Stock under Options granted under this Plan shall be subject to all
applicable laws, regulations, rules and approvals, including, but not by
way of limitation, the effectiveness of a registration statement under the
Securities Act of 1933, if deemed necessary or appropriate by the Board,
of the Common Stock reserved for issuance upon exercise of options.
Notwithstanding the foregoing, the Company shall have no obligation to
cause any shares of Common Stock to be registered or qualified under any
federal or state law or listed on any stock exchange or admitted to any
national market system.
ARTICLE XII
Application of Funds
Any proceeds received by the Company as a result of the exercise
of Options granted under the Plan may be used for any valid corporate
purpose.
ARTICLE XIII
Notice
Any notice to the Company required under this Plan shall be in
writing and shall either be delivered in person or sent by registered or
certified mail, return receipt requested, postage prepaid, to the Company
at its offices at 10 Highwood Avenue, Highwood, Illinois 60040.
ARTICLE XIV
Term of Plan
The Plan shall terminate ten years from the date upon which it
is approved by the shareholders of the Company or on such earlier date as
may be determined by the Board. In any event, termination shall be deemed
to be effective as of the close of business on the day of termination. No
Options may be granted after such termination. Termination of the Plan,
however, shall not affect the rights of Grantees under Options previously
granted to them, and all unexpired Options shall continue in force and
operation after termination of the Plan until they lapse or terminate by
their own terms and conditions.
ARTICLE XV
No Contract of Employment
Neither the adoption of this Plan nor the grant of any option
shall be deemed to obligate the Company or any Subsidiary to continue the
employment of any Employee.
ARTICLE XVI
Effective Date
This Plan shall be effective on the day upon which it is
approved by the shareholders of the Company.
GNP BANCORP, INC.
EMPLOYEES' COMBINED INCENTIVE AND
NON-STATUTORY STOCK OPTION AND
STOCK APPRECIATION RIGHTS PLAN
ARTICLE I
Purpose
The purpose of the Plan is to provide additional incentive to
certain Employees who are making and can continue to make substantial
contributions to the success of the Company by providing them with an
opportunity to acquire a proprietary interest in the Company through the
grant and exercise of options to purchase shares of the Common Stock of
the Company. It is the judgment of the Board that the acquisition of a
proprietary interest in the Company and its Subsidiaries by certain
Employees will increase their personal interest in its growth and
progress, thereby promoting the interests of the Company and all its
shareholders. The Company intends that the options granted pursuant to
the Plan may be either "incentive stock options" within the meaning of
that term in Section 422A of the Code and the treasury regulations
promulgated thereunder, or options which do not qualify as incentive stock
options ("Non-Statutory Stock Options").
ARTICLE II
Definitions
The following words and terms as used herein shall have that
meaning set forth therefor in this Article, unless a different meaning is
clearly required by the context. Whenever appropriate, words used in the
singular shall be deemed to include the plural and vice versa, and the
masculine gender shall be deemed to include the feminine gender.
2.1 Board shall mean the Board of Directors of the Company.
2.2 Code shall mean the Internal Revenue Code of 1986, as now
in effect or as hereafter amended.
2.3 Committee shall mean the Stock Option Committee, if any,
appointed by the Board in accordance with the provisions of Article IV to
administer the Plan.
2.4 Common Stock shall mean the common stock, $10.00 par value,
of the Company, and any other securities of the Company to the extent
provided in Article IX.
2.5 Company shall mean GNP Bancorp, Inc., an Illinois
corporation, and any successor to it.
2.6 Disinterested Person shall mean any member of the Board,
who at the time discretion under the Plan is exercised is not eligible,
and who has not at any time for one year prior thereto been eligible for
selection as a Grantee, under any plan of the Company or any of the
affiliates (as that term is used in the Securities Exchange Act of 1934)
of the Company entitling the participants therein to acquire stock, stock
appreciation rights or stock options of the Company or any of its
affiliates.
2.7 Employee shall mean any individual employed by and
receiving compensation from the Company or any Subsidiary.
2.8 Fair Market Value of Common Stock shall mean, at any date,
the value determined by the Board or by the Committee, if any, by any fair
and reasonable means, including (a) if the Common Stock is not listed for
trading on a national securities market but is traded in the domestic
over-the-counter market, the mean of the closing bid and asked quotations
for a share of Common Stock as of the date for which such value is being
determined; or (b) if the Common Stock is listed on one or more exchanges,
the last sale on the exchange on which the Common Stock is primarily
listed and traded on that date or, if there were no sales on that date,
the mean of the bid and asked prices for Common Stock on that exchange at
the close of business on that date.
2.9 Grantee shall mean an Employee who is granted an Option by
the Board under this Plan.
2.10 Incentive Stock Option shall mean an option to purchase a
specific number of shares of the Common Stock granted by the Board
pursuant to Section 4.2(g) of the Plan.
2.11 Non-Statutory Stock Option shall mean an option to purchase
a specific number of shares of the Common Stock granted by the Board
pursuant to Section 4.2(g) of this Plan.
2.12 Option shall mean both an Incentive Stock Option and a Non-
Statutory Stock Option.
2.13 Option Agreement shall mean a written agreement evidencing
the right to purchase Common Stock pursuant to the terms of this Plan and
the right, if any, to receive Stock Appreciation Rights which agreement
shall be in the form described in Article VIII.
2.14 Plan shall mean GNP Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock Option and Stock Appreciation Rights
Plan, as set forth herein and as amended from time to time.
2.15 Reference Option shall mean an Option with respect to which
the Company has granted a Stock Appreciation Right.
2.16 Stock Appreciation Right shall mean the right granted by
the Board pursuant to Article VII of this Plan as a part of the Reference
Option which right shall permit a Grantee to elect to receive cash, in
lieu of the shares subject to the Reference Option, from the Company in an
amount equal to the excess, if any, of the Fair Market Value per share of
the Common Stock, determined on the date the Stock Appreciation Right is
exercised, over the exercise price per share of such Reference Option.
2.17 Subsidiary shall mean any corporation that at the time
qualifies as a subsidiary of the Company under the definition of
"subsidiary corporation" contained in Section 425(f) of the Code, as that
section may be amended from time to time.
ARTICLE III
Shares Subject to Plan
3.1 The total number of shares of Common Stock which are
available for granting Options hereunder shall be Twenty Thousand (subject
to adjustment as provided below in Section 3.3 and in Article IX hereof).
3.2 The shares of Common Stock issued upon the exercise of an
Option shall be made available, in the discretion of the Board, either
from the authorized but unissued Common Stock or from any outstanding
Common Stock which has been reacquired by the Company.
3.3 Except as provided in Section 7.2 hereof, in the event that
any Option terminates for any reason, other than the exercise of a Stock
Appreciation Right by the Grantee (whether such Option is vested or non-
vested at the time of termination), without having been exercised in full,
the unpurchased shares of Common Stock subject to that Option shall once
again become available for the granting of Options.
ARTICLE IV
Administration
4.1 The Board may, in its sole discretion, either retain the
exclusive control and management of the operations and administration of
the Plan or may delegate such control and management to a Committee
composed of three members of the Board. In the event that the Board does
delegate such authority to a Committee, it may also at any time terminate
that authority and resume the exclusive control and management of the
Plan. For so long as the Board retains the control and management over
the Plan, members of the Board shall not be eligible to participate in or
be granted Options or Stock Appreciation Rights either under the Plan or
any other plan maintained by the Company.
In the event that the Board appoints a Committee: (a) all
members of the Committee shall be Disinterested Persons; (b) all vacancies
occurring on the Committee shall be filled by appointment of the Board;
(c) the members of the Committee shall serve at the pleasure of the Board;
(d) the Committee shall maintain written minutes of its proceedings; and
(e) 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 all the members, shall be the acts
of the Committee.
In the event that and for so long as this Plan is controlled and
managed by a Committee, the terms and provisions of this Plan, other than
the two immediately preceding paragraphs of this Article IV and
Sections 2.1 and 2.3, shall be applied by substituting the term
"Committee" for "Board" therein.
4.2 Subject to the provisions of this Plan, the Board shall
determine: (a) the Grantees; (b) the number of shares of Common Stock
subject to an Option; (c) the date or dates upon which an Option and/or
Stock Appreciation Right may be exercised or is granted; (d) the manner in
which an Option and/or Stock Appreciation Right may be exercised; (e) such
other terms to which an Option and/or Stock Appreciation Right is subject
(including the manner in which it vests); (f) the form of any Option
Agreements; (g) whether the Option is an Incentive Stock Option or a Non-
Statutory Stock Option; and (h) whether the Grantee shall receive a Stock
Appreciation Right.
4.3 The Board shall interpret the Plan and from time to time
may adopt such rules and regulations for carrying out the terms and
purposes of the Plan and may take such other actions in the administration
of the Plan as it deems advisable. The interpretation and construction by
the Board of any provisions of this Plan or any Option Agreement and the
determination of any question arising under this Plan, any such rule or
regulation or any Option Agreement shall be final and binding on all
persons interested in the Plan.
4.4 No member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan.
ARTICLE V
Eligibility
Each Employee who is considered to be a key administrative,
managerial or executive Employee, as determined in the sole discretion of
the Board, shall be eligible to be granted an Option and/or Stock
Appreciation Right under this Plan. Anything to the contrary
notwithstanding, an Incentive Stock Option shall not be granted to any
Employee who, at the time the Incentive Stock Option is granted owns, or
is deemed to own pursuant to the provisions of Code Section 425(d), shares
of Common Stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Subsidiary, unless
the purchase price per share in not less than 100% of the Fair Market
Value of Common Stock on the day such Option is granted and such Option by
its terms is not exercisable after the expiration of five years from the
date such Option is granted.
ARTICLE VI
Annual Limitation on Value of Incentive Stock Options
The aggregate Fair Market Value of the Common Stock (determined
at the time the Incentive Stock Option is granted) with respect to which
Incentive Stock Options are exercisable for the first time in any calendar
year (together with options granted under all other incentive stock option
plans of the Company and any parent corporation (as defined in Code
Section 425(e)) or Subsidiary shall not exceed One Hundred Thousand
Dollars ($100,000) for any one Grantee. No such annual limitation shall
apply to the grant of Non-Statutory Stock Options hereunder.
ARTICLE VII
Stock Appreciation Rights
7.1 The Board may grant Stock Appreciation Rights to any
Grantee at any time and from time to time during the term of the Option to
which it relates. Each Stock Appreciation Right shall be subject to terms
and conditions which are at least as restrictive as those which govern the
Option to which it relates and may, in the sole discretion of the Board,
be subject to additional restrictions.
7.2 Upon the exercise of any Stock Appreciation Right, the
number of shares of Common Stock which were available for purchase under
the Reference Option shall be reduced by a corresponding number and the
Reference Option shall be cancelled to that extent. Notwithstanding
anything contained in Section 3.3 hereof to the contrary, for purposes of
determining the number of shares of Common Stock available for purchase
under the Plan, in the event and to the extent that a Reference Option is
cancelled as a result of the exercise of a Stock Appreciation Right, such
Reference Option shall be deemed to have been exercised and the shares
which would have been issued had the Reference Option been exercised shall
not be available for future grants under the Plan.
7.3 Stock Appreciation Rights shall be used solely as a device
for the measurement and determination of the amount to be paid to the
Grantee. Stock Appreciation Rights shall not constitute or be treated as
property or as a trust fund of any kind. All amounts which are at any
time attributable to the Stock Appreciation Rights shall be and remain the
sole property of the Company and the Grantee's rights hereunder are
limited to the right to receive cash as provided in this Plan.
ARTICLE VIII
Terms and Conditions of Options and Stock Appreciation Rights
All Options and Stock Appreciation Rights granted under the Plan
shall be evidenced by an Option Agreement which shall be in such form as
the Board may from time to time approve and shall be executed on behalf of
the Company by one or more officers of the Company. Each such Option
Agreement shall be subject to the terms and conditions of this Plan
together with such other terms and conditions as the Board may deem
desirable and shall provide in substance as follows:
8.1 Number of Shares and Option Price. Each Option Agreement
shall specify the number of shares of Common Stock covered by such Option
and the purchase price per share. The purchase price per share of Common
Stock subject to an Incentive Stock Option shall not be less than the Fair
Market Value of Common Stock on the date that Option was granted. The
purchase price per share of Common Stock subject to a Non-Statutory Stock
Option shall be established by the Board and may be at a price less than
the Fair Market Value of Common Stock, but in no event less than the par
value, if any, of the Common Stock subject to an Option. The number of
shares and the option price per share shall be subject to adjustment as
provided in Article IX.
8.2 Non-Transferability of Options. Each Option Agreement
shall provide that the Option and Stock Appreciation Rights, if any,
granted therein shall be non-transferable and non-assignable by the
Grantee other than upon death as provided in Section 8.5 below and that
during the lifetime of the Grantee such Option and Stock Appreciation
Rights may be exercised only by the Grantee or such Grantee's legal
representative.
8.3 Maximum Term. Each Option Agreement shall set forth the
period during which it may be exercised; provided, however, Incentive
Stock Options granted pursuant to this Plan shall expire not more than 10
years from the date that the Incentive Stock Option is granted.
8.4 Termination of Option. In the event that a Grantee shall
cease to be employed by the Company or its Subsidiaries for any reason
other than death, the Grantee shall have the right to exercise his or her
Option at any time within three months after such cessation of employment
but only as to such number of shares as to which the Option was
exercisable at the date of such cessation of employment. Notwithstanding
the provisions of the preceding sentence: (i) if cessation of employment
occurs by reason of the disability of the Grantee (within the meaning of
Section 105(d)(4) of the code), such three-month period shall be extended
to one year; and (ii) if employment is terminated at the request of the
Company for substantial cause, the Grantee's right to exercise the option
shall terminate at the time notice of termination of employment is given
by the Company to such Grantee. For purposes of this provision,
substantial cause shall include: (i) the commission of a criminal act
against, or in derogation of the interests of the Company or its
Subsidiaries; (ii) knowingly divulging confidential information about the
Company or its Subsidiaries to a competitor or to the public; (iii)
interference with the relationship between the Company or its Subsidiaries
and any major customer; or (iv) the performance of any similar action that
the Board, in its sole discretion, may deem to be sufficiently injurious
to the interest of the Company or its Subsidiaries to constitute
substantial cause for termination. A transfer of employment from the
Company to a Subsidiary or vice versa shall not be deemed a termination of
employment.
If a Grantee dies while in the employ of the Company or its
Subsidiaries or within three months (or twelve months in the case of a
disabled Grantee) after cessation of such employment (unless cessation
occurs, due to substantial cause, as defined herein), his or her estate,
personal representative or the person that acquires his or her Option by
bequest or inheritance or by reason of such death shall have the right to
exercise such Option before the date that such Option would otherwise
terminate, but only as to the number of shares as to which such Option was
exercisable on the date of death. In any such event, unless so exercised
within the period as aforesaid, the Option shall terminate at the
expiration of said period.
8.5 Exercise of Options. Each Option Agreement shall provide
that Options shall be exercised by delivering a written notice of exercise
to the Company. Each such notice shall state the number of shares of
Common Stock in respect of which the Option is being exercised and shall
be signed by the person (or persons) exercising the Option and, in the
event the Option is being exercised by any person other than the Grantee,
shall be accompanied by proof, satisfactory to counsel for the Company, of
the right of such person to exercise the Option. A certified or cashier's
check in full payment of the purchase price for the number of shares of
Common Stock specified in the notice must accompany such notice. In
addition, except to the extent provided at Section 8.9(H) below, in the
event that the Option being exercised is a Non-Statutory Stock Option, a
certified or cashier's check in full payment of the aggregate amount of
any federal, state or local withholding taxes, if any, attributable to the
transfer of stock pursuant to the exercise of the Option must accompany
such notice.
The date of exercise of an Option shall be the date on which
written notice of exercise shall have been delivered to the Company, but
the exercise of an Option shall not be effective until the person (or
persons) exercising the Option shall have complied with all the provisions
of the Option Agreement governing the exercise of the Option. The Company
shall deliver as soon as practicable after receipt of notice and payment,
certificates for the shares of the Common Stock subject to the Option. In
the event that the amount of withholding taxes attributable to the
transfer of the Common Stock cannot be determined on the date on which the
Option is exercised, whether due to the fact that the Common Stock
transferred upon such exercise is "non-transferable" by him, "subject to a
substantial risk of forfeiture" (as those terms are defined in Section 83
of the Code) or otherwise, the Company shall issue and transfer the shares
to the person (or persons) exercising such Option but may require such
person (or persons) to pledge the shares to the Company as security for
the payment of the applicable withholding taxes until such time as such
payment is made. No one shall be or be deemed to be the holders of any
Common Stock subject to an Option unless and until certificates for the
shares of such Common Stock are issued to that person.
8.6 Conditions on Right of Exercise. The Option Agreement may
provide for such conditions on the right of exercise as the Board, in its
sole discretion, deems appropriate, which conditions may, without
limitation, include conditions based upon completion of a further period
of continued employment, or the performance of the Company, a division
thereof, or the Grantee. Without limiting the foregoing, an Option
Agreement may provide that the Board may, in its sole discretion,
terminate in whole or in part any portion of the Option which has not yet
become vested if it determines that the Grantee is not satisfactorily
performing the duties to which he was assigned on the date the Option was
granted or duties of at least equal responsibility.
8.7 Character of Option Granted. Each Option Agreement shall
specifically provide whether the Option granted thereby is an Incentive
Stock Option or a Non-Statutory Stock Option; provided, however, that an
Option shall be a Non-Statutory Stock Option only if it fails to qualify
as an "incentive stock option" as defined in Section 422A(b) of the Code.
8.8 Provisions Relating to Stock Appreciation Rights. In the
event that the Board grants Stock Appreciation Rights to the Grantee
pursuant to Section 4.2(h) hereof, then in addition to the provisions
described above, the Option Agreement shall include the following
provisions:
(A) No Stock Appreciation Right shall be exercisable
during the first six months of its term, except in the event
that the physical disability of the holder thereof occurs prior
to the expiration of such six-month period.
(B) No Stock Appreciation Right shall at any time be
exercisable with respect to the Reference Option or any portion
thereof unless (i) such Option or such portion shall itself be
exercisable at that time, and (ii) such other conditions, if
any, imposed by the Board shall have been satisfied.
(C) No Stock Appreciation Right granted to a Grantee shall
be transferable by him other than by will or the laws of descent
and distribution, and such right shall be exercisable, during
his lifetime, only by the Grantee or his legal representative.
(D) The Stock Appreciation Right shall be transferable
only when the Reference Option is transferable, and under the
same conditions.
(E) The Stock Appreciation Right shall expire no later
than the time at which the Reference Option expires.
(F) The Stock Appreciation Right may be exercised only at
such time as the Fair Market Value of the Common Stock subject
to the Reference Option exceeds the exercise price of such
Reference Option.
(G) Any exercise by an officer of the Company (as defined
for this purpose by the regulations of the Securities and
Exchange Commission) of a Stock Appreciation Right shall be made
during the period beginning in the third business day following
the date of release for publication of quarterly and annual
summary statements of sales and earnings of the Company and its
subsidiaries, and ending on the twelfth business day following
such date.
(H) Upon the exercise of a Stock Appreciation Right, the
Company shall withhold from the cash to be distributed to the
Grantee an amount equal to the aggregate amount of any federal,
state or local withholding taxes (the "withholding taxes"), if
any, attributable to the exercise of such Stock Appreciation
Right and may, in its sole discretion, also withhold an amount
equal to the withholding taxes attributable to the exercise of
any Non-Statutory Stock Option exercised by the Grantee at the
same time as he exercised such Stock Appreciation Right, in
which case such Grantee shall not be required to tender payment
of such withholding taxes in order to exercise such Non-
Statutory Stock Option.
8.9 The Option Agreement may include such other terms and
conditions, not inconsistent with this Plan, as the Board in its sole
discretion shall determine.
ARTICLE IX
Effect of Certain Changes
9.1 If there is any change in the number of shares of Common
Stock through the declaration of stock dividends or through a
recapitalization which results in stock splits or reverse stock splits,
the number of shares of Common Stock available for Options as well as the
number of such shares covered by outstanding Options, and the price per
share of such Options, shall be proportionately adjusted by the Board to
reflect any increase or decrease in the number of issued shares of Common
Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.
9.2 In the event of a change in the Common Stock of the
Company, as presently constituted as of the date of this Plan, which is
limited to a change of all of its authorized shares with par value into
the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be the Common
Stock within the meaning of the Plan.
9.3 Notwithstanding the provisions of this Article IX, upon the
dissolution or liquidation of the Company, or upon any reorganization,
merger or consolidation of the Company, or upon any reorganization, merger
or consolidation of the Company with one or more corporations where the
Company is the surviving corporation and the shareholders of the Company
immediately prior to such transaction do not own at least 80% of the
Company's Common Stock immediately after such transaction, or upon any
reorganization, merger or consolidation of the Company with one or more
corporations where the Company is not the surviving corporation, or upon a
sale of substantially all of the assets or 80% or more of the then
outstanding Common Stock of the Company to another corporation or entity
(any such reorganization, merger, consolidation, sale of assets or sale of
Common Stock being hereinafter referred to as the "Transaction"), the Plan
shall terminate; provided, however, that
(i) any Options theretofore granted and outstanding under
the Plan shall become immediately exercisable in full and shall
remain exercisable until the effective date of such Transaction;
(ii) if the operation of Section 9.3(i) should cause the
Incentive Stock Options held by any Grantee to exceed the limits
set forth at Article VI above, such excess shall automatically
and without any further action on the part of the Company, the
Board or the Grantee be transformed into Non-Statutory Stock
Options as set forth below; and
(iii) the termination of the Plan and any exercise of
an Option the exercisability of which is accelerated by the
operation of Section 9.3(i) shall be subject to and conditioned
upon the consummation of the Transaction to which such
acceleration relates, and if, for any reason, such Transaction
is abandoned, such Option exercise shall be void and such Option
shall thereafter be exercisable only as permitted by the Plan,
which shall remain in full force and effect.
For purposes of applying Section 9.3(ii): (A) the Fair Market
Value of Common Stock underlying the Incentive Stock Options shall be
determined as of the time the Option with respect to such stock is
granted; (B) the Incentive Stock Options shall be transformed, to the
extent required, into Non-Statutory Stock Options in reverse chronological
order, such that the last-granted Incentive Stock Option shall be the
first Option transformed into a Non-Statutory Stock Option and the first-
granted Incentive Stock Option shall be the last Option so transformed;
and (C) the terms and conditions of each Non-Statutory Stock Option so
created shall be identical in all respects to those of the Incentive Stock
Option that it replaces including but not limited to the fact that it
shall be immediately exercisable in full and shall remain exercisable
until the time at which the Transaction becomes effective. In the event
that Incentive Stock Options are transformed into Non-Statutory Stock
Options by operation of Section 9.3(ii), the Board shall issue replacement
Option Agreements that reflect the adjusted number of Incentive Stock
Options and Non-Statutory Stock Options. The Company shall use its best
efforts to give each Grantee written notice of any proposed Transaction at
least 30 days prior to the effective date of any such Transaction. Any
Option not exercised by the time the Transaction legally becomes effective
shall thereupon terminate. The purpose of Section 9.3(ii) is to conform
to the limitations placed on the grant of Incentive Stock Options by
Section 422A of the Code, which is incorporated herein by this reference,
and to the extent this Section is inconsistent with Section 422A of the
Code, the provisions of Section 422A shall apply.
9.4 To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive.
9.5 Except as hereinbefore expressly provided in this
Article IX, the Grantee shall have no rights by reason of any subdivision
or consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares
of stock of any class or by reason of any dissolution, liquidation, merger
or consolidation or spin-off of assets or stock of another corporation,
and any issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to
the number or price of shares of Common Stock subject to the Option. The
grant of an Option shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structures or to merge or to consolidate or to
dissolve, liquidate or sell or transfer all of part of its business or
assets.
ARTICLE X
Amendment and Termination
The Board shall have the right to amend or suspend, or terminate
this Plan at any time, provided that unless first approved by the
shareholders of the Company, no amendment shall be made to the Plan
(except to conform the Plan and the Option Agreements thereunder to
changes in the Code or governing law) which: (1) materially modifies the
eligibility requirements of Article V; (2) increases the total number of
Shares of Common Stock which may be issued under the Plan; (3) changes the
Option price specified in Article VIII; or (4) changes the term of the
Plan as set forth in Article IV. No amendment to the Plan shall be made
by the Board that materially changes the terms of the Plan so as to impair
or adversely alter the rights of a Grantee or other option holder without
such person's consent.
ARTICLE XI
Issuance of Shares and Compliance with Securities Regulations
The obligation of the Company to sell and deliver the Common
Stock under Options granted under this Plan shall be subject to all
applicable laws, regulations, rules and approvals, including, but not by
way of limitation, the effectiveness of a registration statement under the
Securities Act of 1933, if deemed necessary or appropriate by the Board,
of the Common Stock reserved for issuance upon exercise of options.
Notwithstanding the foregoing, the Company shall have no obligation to
cause any shares of Common Stock to be registered or qualified under any
federal or state law or listed on any stock exchange or admitted to any
national market system.
ARTICLE XII
Application of Funds
Any proceeds received by the Company as a result of the exercise
of Options granted under the Plan may be used for any valid corporate
purpose.
ARTICLE XIII
Notice
Any notice to the Company required under this Plan shall be in
writing and shall either be delivered in person or sent by registered or
certified mail, return receipt requested, postage prepaid, to the Company
at its offices at 2000 South Lake Street, Mundelein, Illinois 60060.
ARTICLE XIV
Term of Plan
The Plan shall terminate ten years from the date upon which it
is approved by the shareholders of the Company or on such earlier date as
may be determined by the Board. In any event, termination shall be deemed
to be effective as of the close of business on the day of termination. No
Options may be granted after such termination. Termination of the Plan,
however, shall not affect the rights of Grantees under Options previously
granted to them, and all unexpired Options shall continue in force and
operation after termination of the Plan until they lapse or terminate by
their own terms and conditions.
ARTICLE XV
No Contract of Employment
Neither the adoption of this Plan nor the grant of any option
shall be deemed to obligate the Company or any Subsidiary to continue the
employment of any Employee.
ARTICLE XVI
Effective Date
This Plan shall be effective on the day upon which it is
approved by the shareholders of the Company.
AMENDMENT TO THE FIRST COLONIAL BANKSHARES CORPORATION
1988 STOCK OPTION PLAN, AS AMENDED
WHEREAS, First Colonial Bankshares Corporation (the "Company")
heretofore adopted the First Colonial Bankshares Corporation 1988 Stock
Option Plan, as amended (the "Plan"); and
WHEREAS, pursuant to the Agreement and Plan of Reorganization,
dated as of July 31, 1994, among Firstar Corporation, Firstar Corporation
of Wisconsin (as successor to Firstar Corporation of Illinois) and the
Company (the "Merger Agreement"), each option which is outstanding
immediately prior to the Effective Time of the Merger contemplated by the
Merger Agreement shall, by virtue of the Merger, become and represent an
option to purchase such number of shares of common stock, $1.25 par value,
of Firstar Corporation as such prices as determined pursuant to the Merger
Agreement; and
WHEREAS, in the event of a change in the shares covered by
options outstanding under the Plan due to a merger, consolidation or other
change in the shares of the Company's common stock, Section 4(g) of the
Plan directs the Board of Directors of the company to make appropriate
changes in the number and type of shares subject to options and the prices
specified therein; and
WHEREAS, the Board of Directors has approved and adopted this
Amendment to the Plan to accomplish such changes.
NOW, THEREFORE, the Company hereby amends the Plan, effective
immediately prior to the Effective Time of the Merger contemplated by the
Merger Agreement, by adding a new Section 9 thereto to read:
9. Effect of Merger Involving Firstar Corporation.
Notwithstanding any other provision of the Plan, or of any option
agreement, the following provisions shall be applicable with respect to
each option outstanding immediately prior to the effective date of this
Section 9:
(a) Number and Type of Shares. Each option shall cover
the number of shares of common stock, $1.25 par value, of
Firstar Corporation (including associated Preferred Share
Purchase Rights) ("Firstar Common Stock") determined by
multiplying the number of shares of Common Stock covered by the
option by .7725.
(b) Exercise Price. The exercise price per share of
Firstar Common Stock covered by each such option shall be
determined by dividing the exercise price per share of Common
Stock under each such option by .7725 and then rounding up to
the nearest whole cent.
(c) Fractional Shares. Cash shall be paid in lieu of
issuing any fractional shares upon exercise of an option.
(d) Other. Except as provided in this Section 9, each
option outstanding as of the effective date of this Section 9
shall be exercisable on the same terms and subject to the same
conditions as were applicable to the option immediately prior to
the effective date hereof, giving effect to the provisions of
paragraph 4(c) of this Plan relating to the acceleration of the
exercisability of such options as a result of the Merger. Upon
the Merger, the "Company" for purposes of this Plan shall mean
Firstar Corporation of Wisconsin, successor to First Colonial
Bankshares Corporation.
IN WITNESS WHEREOF, in accordance with the authorization and
direction of the Board of Directors, this Amendment has been executed in
the name and on behalf of First Colonial Bankshares Corporation by the
undersigned duly authorized officer, effective as of the date set forth
herein.
FIRST COLONIAL BANKSHARES
CORPORATION
_______________________________________
C. Paul Johnson,
Chairman and Chief Executive Officer
FIRST AMENDMENT TO
HI-BANCORP, INC. EMPLOYEES' COMBINED INCENTIVE AND
NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
WHEREAS, Hi-Bancorp, Inc., an Illinois corporation ("Company"),
heretofore has adopted the Hi-Bancorp, Inc. Employees' Combined Incentive
and Non-Statutory Stock Option and Stock Appreciation Rights Plan
("Plan"), effective as of January 26, 1989, for the purpose of granting
options to purchase common stock of the Company, and stock appreciation
rights related to common stock of the Company, to key administrative,
managerial or executive employees of the Company; and
WHEREAS, the Company, pursuant to Article X of the Plan,
reserved the right, subject to certain limited exceptions, to amend the
Plan in any respect that the Board of Directors of the Company deems
appropriate;
NOW, THEREFORE, the Company hereby amends the Plan, pursuant to
Article X, effective March 31, 1994, by adding Section 9.6 to read as
follows:
9.6 Notwithstanding any other provisions of the Plan, or
of any Option Agreement entered into pursuant to the Plan, the
following provisions shall be applicable with respect to each
Option and Stock Appreciation Right granted under the Plan that
has not been exercised as of the effective date hereof:
1. Upon the Closing (as defined in the
Agreement and Plan of Merger ("Agreement") entered
into as of October 27, 1992, as amended, by and among
First Colonial Bankshares Corporation, a Delaware
corporation ("FCBC"), FCBC Acquisition Corp. I, an
Illinois corporation, FCBC Acquisition Corp. II, an
Illinois corporation, the Company and GNP Bancorp,
Inc., an Illinois corporation), each then unexercised
and outstanding Option shall be converted into an
option ("FCBC Option"), to purchase shares of Class A
common stock, $1.25 par value per share, of FCBC
("FCBC Common"), and the Stock Appreciation Rights
related to each such converted Option shall be
cancelled and of no further effect.
2. Each FCBC Option shall cover a number of
shares of FCBC Common equal to the number of shares of
Common Stock covered by the unexercised portion of the
converted Option as of the Closing multiplied by a
fraction, the numerator of which shall be the Merger
Consideration (as defined in the Agreement) per share
of Common Stock less $65.74, and the denominator of
which shall be the average of the high and low sale
prices per share of FCBC Common reported on the NASDAQ
National Market System for each day of the ten trading
day period, ending three days prior to the Effective
Date defined in the Agreement.
3. The purchase price per share of FCBC Common
covered by each FCBC Option shall be an amount equal
to the purchase price per share of Common Stock
specified in the converted Option, multiplied by a
fraction, the numerator of which shall be the number
of shares of Common Stock covered by the unexercised
portion of the converted Option, and the denominator
of which shall be the number of shares of FCBC Common
covered by the FCBC Option (as determined pursuant to
paragraph 2 above).
4. On or before the Closing, the Company and
each Grantee shall enter into a written Conversion
Agreement, and FCBC shall acknowledge such Agreement,
providing for the conversion of the Options of the
Grantee into FCBC Options, and the cancellation of
Stock Appreciation Rights related to the converted
Options, as described above.
5. At the Closing, each Grantee shall enter
into a written Amended and Restated Incentive Stock
Option Agreement with FCBC ("FCBC Option Agreement")
evidencing the terms of his FCBC Options received
pursuant to the Conversion Agreement.
6. Except as otherwise specifically provided in
this Section, (a) all of the terms and conditions of a
converted Option, as set forth in the applicable
Option Agreement, shall continue to apply to the
related FCBC Option, and shall be set forth in the
FCBC Option Agreement evidencing such FCBC Option; and
(b) the provisions of the Plan shall be incorporated
in the FCBC Option and made a part thereof and shall
continue to apply to and govern and control the FCBC
Option.
7. If a Grantee does not deliver a Conversion
Agreement to the Company prior to the Closing, as
described above, his unexercised Options and related
Stock Appreciation Rights shall be cancelled upon the
Closing, and the Company shall pay to the Grantee in
cash, an amount equal to the number of shares of
Common Stock covered by the unexercised portion of his
Options, multiplied by an amount equal to the excess
of (i) the Merger Consideration per share of Common
Stock reduced by $65.74, less (ii) the per share
purchase price under such Option. The amount of cash
to be delivered pursuant to the preceding sentence
shall be reduced by the aggregate amount of any
federal, state or local withholding taxes attributable
to such payment.
8. The execution of a Conversion Agreement by a
Grantee, or the receipt of the cash amount described
in paragraph 7 by a Grantee who does not execute a
Conversion Agreement on or prior to the Closing, shall
be evidence of the consent of such Grantee to this
First Amendment to the Plan.
IN WITNESS WHEREOF, this First Amendment has been executed on
behalf of the Company, by its duly authorized officer, this ____ day of
March, 1994.
HI-BANCORP, INC.
By: _________________________________
FIRST AMENDMENT TO
GNP BANCORP, INC. EMPLOYEES' COMBINED INCENTIVE AND
NON-STATUTORY STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
WHEREAS, GNP Bancorp, Inc., an Illinois corporation ("Company"),
heretofore has adopted the GNP Bancorp, Inc. Employees' Combined Incentive
and Non-Statutory Stock Option and Stock Appreciation Rights Plan
("Plan"), effective as of June 30, 1988, for the purpose of granting
options to purchase common stock of the Company, and stock appreciation
rights related to common stock of the Company, to key administrative,
managerial or executive employees of the Company; and
WHEREAS, the Company, pursuant to Article X of the Plan,
reserved the right, subject to certain limited exceptions, to amend the
Plan in any respect that the Board of Directors of the Company deems
appropriate;
NOW, THEREFORE, the Company hereby amends the Plan, pursuant to
Article X, effective March 31, 1994, by adding Section 9.6 to read as
follows:
9.6 Notwithstanding any other provisions of the Plan, or
of any Option Agreement entered into pursuant to the Plan, the
following provisions shall be applicable with respect to each
Option and Stock Appreciation Right granted under the Plan that
has not been exercised as of the effective date hereof:
1. Upon the Closing (as defined in the
Agreement and Plan of Merger ("Agreement") entered
into as of October 27, 1992, as amended, by and among
First Colonial Bankshares Corporation, a Delaware
corporation ("FCBC"), FCBC Acquisition Corp. I, an
Illinois corporation, FCBC Acquisition Corp. II, an
Illinois corporation, the Company and Hi-Bancorp,
Inc., an Illinois corporation), each then unexercised
and outstanding Option shall be converted into an
option ("FCBC Option"), to purchase shares of Class A
common stock, $1.25 par value per share, of FCBC
("FCBC Common"), and the Stock Appreciation Rights
related to each such converted Option shall be
cancelled and of no further effect.
2. Each FCBC Option shall cover a number of
shares of FCBC Common equal to the number of shares of
Common Stock covered by the unexercised portion of the
converted Option as of the Closing multiplied by a
fraction, the numerator of which shall be the Merger
Consideration (as defined in the Agreement) per share
of Common Stock less $54.85, and the denominator of
which shall be the average of the high and low sale
prices per share of FCBC Common reported on the NASDAQ
National Market System for each day of the ten trading
day period, ending three days prior to the Effective
Date defined in the Agreement.
3. The purchase price per share of FCBC Common
covered by each FCBC Option shall be an amount equal
to the purchase price per share of Common Stock
specified in the converted Option, multiplied by a
fraction, the numerator of which shall be the number
of shares of Common Stock covered by the unexercised
portion of the converted Option and the denominator of
which shall be the number of shares of FCBC Common
covered by the FCBC Option (as determined pursuant to
paragraph 2 above).
4. On or before the Closing, the Company and
each Grantee shall enter into a written Conversion
Agreement, and FCBC shall acknowledge such Agreement,
providing for the conversion of the Options of the
Grantee into FCBC Options, and the cancellation of
Stock Appreciation Rights related to the converted
Options, as described above.
5. At the Closing, each Grantee shall enter
into a written Amended and Restated Incentive Stock
Option Agreement with FCBC ("FCBC Option Agreement")
evidencing the terms of his FCBC Options received
pursuant to the Conversion Agreement.
6. Except as otherwise specifically provided in
this Section, (a) all of the terms and conditions of a
converted Option, as set forth in the applicable
Option Agreement, shall continue to apply to the
related FCBC Option, and shall be set forth in the
FCBC Option Agreement evidencing such FCBC Option; and
(b) the provisions of the Plan shall be incorporated
in the FCBC Option and made a part thereof and shall
continue to apply to and govern and control the FCBC
Option.
7. If a Grantee does not deliver a Conversion
Agreement to the Company prior to the Closing, as
described above, his unexercised Options and related
Stock Appreciation Rights shall be cancelled upon the
Closing, and the Company shall pay to the Grantee in
cash, an amount equal to the number of shares of
Common Stock covered by the unexercised portion of his
Options, multiplied by an amount equal to the excess
of (i) the Merger Consideration per share of Common
Stock reduced by $54.85, less (ii) the per share
purchase price under such Option. The amount of cash
to be delivered pursuant to the preceding sentence
shall be reduced by the aggregate amount of any
federal, state or local withholding taxes attributable
to such payment.
8. The execution of a Conversion Agreement by a
Grantee, or the receipt of the cash amount described
in paragraph 7 by a Grantee who does not execute a
Conversion Agreement on or prior to the Closing, shall
be evidence of the consent of such Grantee to this
First Amendment to the Plan.
IN WITNESS WHEREOF, this First Amendment has been executed on
behalf of the Company, by its duly authorized officer, this ____ day of
March, 1994.
GNP BANCORP, INC.
By: _________________________________
HI-BANCORP, INC.
AMENDMENT AND RESTATED
INCENTIVE STOCK OPTION AGREEMENT
This Amended and Restated Incentive Stock Option Agreement made
and entered into this 31st day of March, 1994, by and between First
Colonial Bankshares Corporation, a Delaware corporation ("FCBC") and the
undersigned optionee ("Optionee") under and pursuant to the Hi-Bancorp,
Inc. Employees' Combined Incentive and Non-Statutory Stock Option and
Stock Appreciation Rights Plan (the "Plan").
WITNESSETH:
WHEREAS, the Stock Option Committee of the Board of Directors of
Hi-Bancorp, Inc., an Illinois corporation ("Hi-Bancorp"), has heretofore
granted the Optionee options (each an "Option") to purchase shares of the
common stock of Hi-Bancorp, Inc. in the amount and at the purchase price
set forth on Annex A hereto ("Annex A"); and
WHEREAS, pursuant to a Conversion Agreement dated as of March
29, 1994, entered into by Hi-Bancorp and Optionee, and acknowledged and
agreed to by FCBC, each Option was converted into an option ("FCBC
Option") to purchase such number of shares of Class A common stock, $1.25
par value per share of FCBC ("FCBC Common") set forth on Annex A;
NOW THEREFORE, the parties agree as follows:
1. Pursuant to the terms of the Conversion Agreement, and
based upon the consideration set forth in each of the Incentive Stock
Option Agreements between Hi-Bancorp and the Optionee evidencing the
Option, FCBC hereby grants to the Optionee an FCBC Option to purchase such
number of shares of FCBC Common at such purchase prices per share set
forth on Annex A (the "Purchase Price") upon and subject to the terms and
conditions set forth herein and in the Plan. This FCBC Option is intended
to qualify as an Incentive Stock Option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). This FCBC
Option shall not contain Stock Appreciation Rights.
2. Acknowledgement by Optionee. The Optionee hereby
acknowledges:
(i) that he has had an opportunity to review a copy of
the Plan;
(ii) that any question pertaining to the Plan, the FCBC
Option, or the shares of FCBC Common subject thereto
have been answered by FCBC to his satisfaction;
(iii) that he understands that the Plan is incorporated
herein by reference and is made a part of this
Agreement as if fully set forth; and
(iv) that the Plan shall control in the event there is
any conflict between the Plan and this Agreement,
and on such matters as are not contained in this
Agreement.
3. Time of Exercise
a. Subject to the provisions of this Section 3 set forth
below, each FCBC Option may be exercised, in whole or in part, and the
shares of FCBC Common subject thereto may first be purchased by the
Optionee in accordance with the provisions of Section 4 below, on and
after April 1, 1994. Except as otherwise provided in subparagraph (b)
below, the FCBC Option may not be exercised after the earliest to occur of
the following dates: (i) the expiration date of the FCBC Option set forth
on Annex A, (ii) the date which is three (3) months after the Optionee's
death, (iii) the date which is three (3) months after the Optionee's
employment with FCBC (or its Subsidiaries) has terminated either due to
his retirement or for any other reason if FCBC consents (or twelve (12)
months if the Optionee's employment terminates as a result of his becoming
disabled), or (iv) the date that the Optionee's employment with FCBC (or
its Subsidiaries) terminates for any other reason.
b. In the event that the Optionee dies within three (3)
months after his employment with FCBC (or its Subsidiaries) terminates due
to retirement or for any other reason with the consent of FCBC (or within
twelve (12) months if the Optionee's employment terminates as a result of
his becoming disabled), the FCBC Option may be exercised and the shares of
FCBC Common subject thereto may be purchased until the earlier to occur of
the following dates: (i) the expiration date of the FCBC Option set forth
on Annex A, or (ii) the date which is three (3) months after the
Optionee's death.
4. Manner of Exercise.
a. The FCBC Option may be exercised only by the delivery of
a written notice in person, or sent by registered or certified mail,
return receipt requested, postage prepaid, to FCBC at its principal
offices at 30 North Michigan Avenue, Chicago, Illinois 60602, Attn:
Corporate Secretary. Each such notice of exercise shall state the FCBC
Option being exercised, the number of shares of FCBC Common with respect
to which the FCBC Option is being exercised and either shall be signed by
the Optionee or, in the event that the FCBC Option is being exercised by
the legal representative of the Optionee or of his estate, shall be signed
by such legal representative and shall be accompanied by a copy of the
Optionee's death certificate and such other proof, satisfactory to counsel
for FCBC, of the right of such person to exercise the FCBC option.
Notices sent by registered or certified mail shall be effective only when
received by FCBC.
b. Each such notice shall be accompanied by (i) the original
executed copy of this Incentive Stock Option Agreement; (ii) payment of
the full aggregate Purchase Price of the shares of FCBC Common purchased;
and (iii) such other documents or instruments as FCBC may require to
comply with then current federal or state income tax or securities laws.
No shares of FCBC Common shall be issued in connection with an exercise of
the FCBC Option until payment for such shares has been made.
5. Delivery of Certificates. FCBC shall not be required to issue
or deliver any certificate for shares of FCBC Common upon the exercise of
the FCBC Option prior to compliance by FCBC with any requirements of then
current federal or state securities laws or of any stock exchange on which
the shares of FCBC Common may at that time be listed. The Optionee (or
the legal representative of the Optionee or his estate) shall have no
interest in the shares of FCBC Common purchased hereunder unless and until
certificates for such shares are issued to him.
6. Anti-Dilution Adjustment. In the event that the number of
outstanding shares of FCBC Common shall be changed by reason of split-ups
or combinations of shares or recapitalizations or by reason of stock
dividends, the number of (i) shares of FCBC Common subject to the FCBC
Option, and (ii) the Purchase Price per share of FCBC Common shall be
appropriately adjusted, as determined by FCBC, to give proper effect to
such changes.
7. Options are Non-Transferable. This FCBC Option may not be
assigned, transferred, pledged, or hypothecated in any way, whether by
operation of law or otherwise (except for the laws of descent and
distribution). This FCBC Option may be exercised only by the Optionee (or
in the event of his incompetency by his legal representative) during his
lifetime and, after his death, may be exercised only by his legal
representative.
8. No Guarantee of Employment. Nothing in this Agreement shall
be deemed or construed in any manner to constitute a contract of
employment between FCBC and the Optionee, nor affect the right of FCBC to
terminate the employment of the Optionee.
9. Tax Information. In the event that the shares of FCBC Common
acquired by the Optionee upon the exercise of the FCBC Option are sold or
otherwise disposed of by the Optionee within one year from the transfer of
the shares of FCBC Common to him, the Optionee agrees and undertakes to
furnish promptly and in writing to FCBC, the date of such sale or other
disposition.
10. Miscellaneous.
a. This FCBC Option may not be exercised with respect to a
fraction of any share of FCBC Common.
b. Except where the context otherwise requires, all
capitalized terms which are not defined herein shall have the same meaning
set forth in the Plan.
c. Anything to the contrary notwithstanding, the provisions
of the Plan shall be incorporated herein and made a part hereof and shall
govern and control to the extent of any inconsistency between the Plan and
this Agreement and on such matters as are not contained in this Agreement.
d. This Incentive Stock Option Agreement amends and restates
each Incentive Stock Option Agreement evidencing the Options set forth on
Annex A hereto and contains all of the undertakings and understandings
between FCBC and the Optionee regarding the subject matter of this FCBC
Option. No oral or unwritten undertaking or understandings exist with
regard to this FCBC Option and if claimed or believed by any person to
exist shall be disregarded and shall not be relied upon for any purpose.
No modification or amendment of any of the terms of this FCBC Option shall
be valid if not made in writing and no such writing shall be binding on
FCBC if not signed by its President or one of its Vice Presidents.
e. This FCBC Option shall be governed by and construed in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, FCBC has caused this Incentive Stock Option
Agreement to be executed by its duly authorized corporate officer, and the
Optionee has hereunto set his hand and seal, all as of the date and year
first above written.
FIRST COLONIAL BANKSHARES
CORPORATION
By: ____________________________________
Its: ___________________________________
OPTIONEE:
________________________________________
<PAGE>
Annex A to Hi-Bancorp, Inc. Conversion Agreement and
Amended and Restated Incentive Stock Option Agreement
GRANTEE SUMMARY
Schedule of Incentive Stock Options
Covered by the Agreement
Optionee: ______________________________
Exercise Exercise
HBI Shares Price FCBC Price Expiration
Option No. # ($/sh) Common (#) ($/sh) Date
GNP BANCORP, INC.
AMENDMENT AND RESTATED
INCENTIVE STOCK OPTION AGREEMENT
This Amended and Restated Incentive Stock Option Agreement made
and entered into this 31st day of March, 1994, by and between First
Colonial Bankshares Corporation, a Delaware corporation ("FCBC") and the
undersigned optionee ("Optionee") under and pursuant to the GNP Bancorp,
Inc. Employees' Combined Incentive and Non-Statutory Stock Option and
Stock Appreciation Rights Plan (the "Plan").
WITNESSETH:
WHEREAS, the Stock Option Committee of the Board of Directors of
GNP Bancorp, Inc., an Illinois corporation ("GNP Bancorp"), has heretofore
granted the Optionee options (each an "Option") to purchase shares of the
common stock of GNP Bancorp, Inc. in the amount and at the purchase price
set forth on Annex A hereto ("Annex A"); and
WHEREAS, pursuant to a Conversion Agreement dated as of March
29, 1994, entered into by GNP Bancorp and Optionee, and acknowledged and
agreed to by FCBC, each Option was converted into an option ("FCBC
Option") to purchase such number of shares of Class A common stock, $1.25
par value per share of FCBC ("FCBC Common") set forth on Annex A;
NOW THEREFORE, the parties agree as follows:
1. Pursuant to the terms of the Conversion Agreement, and
based upon the consideration set forth in each of the Incentive Stock
Option Agreements between GNP Bancorp and the Optionee evidencing the
Option, FCBC hereby grants to the Optionee an FCBC Option to purchase such
number of shares of FCBC Common at such purchase prices per share set
forth on Annex A (the "Purchase Price") upon and subject to the terms and
conditions set forth herein and in the Plan. This FCBC Option is intended
to qualify as an Incentive Stock Option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). This FCBC
Option shall not contain Stock Appreciation Rights.
2. Acknowledgement by Optionee. The Optionee hereby
acknowledges:
(i) that he has had an opportunity to review a copy of
the Plan;
(ii) that any question pertaining to the Plan, the FCBC
Option, or the shares of FCBC Common subject thereto
have been answered by FCBC to his satisfaction;
(iii) that he understands that the Plan is incorporated
herein by reference and is made a part of this
Agreement as if fully set forth; and
(iv) that the Plan shall control in the event there is
any conflict between the Plan and this Agreement,
and on such matters as are not contained in this
Agreement.
3. Time of Exercise
a. Subject to the provisions of this Section 3 set forth
below, each FCBC Option may be exercised, in whole or in part, and the
shares of FCBC Common subject thereto may first be purchased by the
Optionee in accordance with the provisions of Section 4 below, on and
after April 1, 1994. Except as otherwise provided in subparagraph (b)
below, the FCBC Option may not be exercised after the earliest to occur of
the following dates: (i) the expiration date of the FCBC Option set forth
on Annex A, (ii) the date which is three (3) months after the Optionee's
death, (iii) the date which is three (3) months after the Optionee's
employment with FCBC (or its Subsidiaries) has terminated either due to
his retirement or for any other reason if FCBC consents (or twelve (12)
months if the Optionee's employment terminates as a result of his becoming
disabled), or (iv) the date that the Optionee's employment with FCBC (or
its Subsidiaries) terminates for any other reason.
b. In the event that the Optionee dies within three (3)
months after his employment with FCBC (or its Subsidiaries) terminates due
to retirement or for any other reason with the consent of FCBC (or within
twelve (12) months if the Optionee's employment terminates as a result of
his becoming disabled), the FCBC Option may be exercised and the shares of
FCBC Common subject thereto may be purchased until the earlier to occur of
the following dates: (i) the expiration date of the FCBC Option set forth
on Annex A, or (ii) the date which is three (3) months after the
Optionee's death.
4. Manner of Exercise.
a. The FCBC Option may be exercised only by the delivery of
a written notice in person, or sent by registered or certified mail,
return receipt requested, postage prepaid, to FCBC at its principal
offices at 30 North Michigan Avenue, Chicago, Illinois 60602, Attn:
Corporate Secretary. Each such notice of exercise shall state the FCBC
Option being exercised, the number of shares of FCBC Common with respect
to which the FCBC Option is being exercised and either shall be signed by
the Optionee or, in the event that the FCBC Option is being exercised by
the legal representative of the Optionee or of his estate, shall be signed
by such legal representative and shall be accompanied by a copy of the
Optionee's death certificate and such other proof, satisfactory to counsel
for FCBC, of the right of such person to exercise the FCBC option.
Notices sent by registered or certified mail shall be effective only when
received by FCBC.
b. Each such notice shall be accompanied by (i) the original
executed copy of this Incentive Stock Option Agreement; (ii) payment of
the full aggregate Purchase Price of the shares of FCBC Common purchased;
and (iii) such other documents or instruments as FCBC may require to
comply with then current federal or state income tax or securities laws.
No shares of FCBC Common shall be issued in connection with an exercise of
the FCBC Option until payment for such shares has been made.
5. Delivery of Certificates. FCBC shall not be required to issue
or deliver any certificate for shares of FCBC Common upon the exercise of
the FCBC Option prior to compliance by FCBC with any requirements of then
current federal or state securities laws or of any stock exchange on which
the shares of FCBC Common may at that time be listed. The Optionee (or
the legal representative of the Optionee or his estate) shall have no
interest in the shares of FCBC Common purchased hereunder unless and until
certificates for such shares are issued to him.
6. Anti-Dilution Adjustment. In the event that the number of
outstanding shares of FCBC Common shall be changed by reason of split-ups
or combinations of shares or recapitalizations or by reason of stock
dividends, the number of (i) shares of FCBC Common subject to the FCBC
Option, and (ii) the Purchase Price per share of FCBC Common shall be
appropriately adjusted, as determined by FCBC, to give proper effect to
such changes.
7. Options are Non-Transferable. This FCBC Option may not be
assigned, transferred, pledged, or hypothecated in any way, whether by
operation of law or otherwise (except for the laws of descent and
distribution). This FCBC Option may be exercised only by the Optionee (or
in the event of his incompetency by his legal representative) during his
lifetime and, after his death, may be exercised only by his legal
representative.
8. No Guarantee of Employment. Nothing in this Agreement shall
be deemed or construed in any manner to constitute a contract of
employment between FCBC and the Optionee, nor affect the right of FCBC to
terminate the employment of the Optionee.
9. Tax Information. In the event that the shares of FCBC Common
acquired by the Optionee upon the exercise of the FCBC Option are sold or
otherwise disposed of by the Optionee within one year from the transfer of
the shares of FCBC Common to him, the Optionee agrees and undertakes to
furnish promptly and in writing to FCBC, the date of such sale or other
disposition.
10. Miscellaneous.
a. This FCBC Option may not be exercised with respect to a
fraction of any share of FCBC Common.
b. Except where the context otherwise requires, all
capitalized terms which are not defined herein shall have the same meaning
set forth in the Plan.
c. Anything to the contrary notwithstanding, the provisions
of the Plan shall be incorporated herein and made a part hereof and shall
govern and control to the extent of any inconsistency between the Plan and
this Agreement and on such matters as are not contained in this Agreement.
d. This Incentive Stock Option Agreement amends and restates
each Incentive Stock Option Agreement evidencing the Options set forth on
Annex A hereto and contains all of the undertakings and understandings
between FCBC and the Optionee regarding the subject matter of this FCBC
Option. No oral or unwritten undertaking or understandings exist with
regard to this FCBC Option and if claimed or believed by any person to
exist shall be disregarded and shall not be relied upon for any purpose.
No modification or amendment of any of the terms of this FCBC Option shall
be valid if not made in writing and no such writing shall be binding on
FCBC if not signed by its President or one of its Vice Presidents.
e. This FCBC Option shall be governed by and construed in
accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, FCBC has caused this Incentive Stock Option
Agreement to be executed by its duly authorized corporate officer, and the
Optionee has hereunto set his hand and seal, all as of the date and year
first above written.
FIRST COLONIAL BANKSHARES
CORPORATION
By: ____________________________________
Its: ___________________________________
OPTIONEE:
________________________________________
<PAGE>
Annex A to GNP Bancorp, Inc. Conversion Agreement and
Amended and Restated Incentive Stock Option Agreement
GRANTEE SUMMARY
Schedule of Incentive Stock Options
Covered by the Agreement
Optionee: ______________________________
Exercise Exercise
GNP Shares Price FCBC Price Expiration
Option No. # ($/sh) Common (#) ($/sh) Date
GNP BANCORP, INC.
EMPLOYEES' COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION
AND STOCK APPRECIATION RIGHTS PLAN
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT, made and entered into as of the 29th
day of March, 1994, by and between GNP Bancorp, Inc. and the undersigned
Grantee under the GNP Bancorp, Inc. Employees Combined Incentive and Non-
Statutory Stock Option and Stock Appreciation Rights Plan amends each
Option Agreement evidencing an Option and related Stock Appreciation Right
heretofore granted to the Grantee under the Plan and listed on the Grantee
Summary attached hereto as Annex A, as follows:
1. Amendment of the Plan; Conversion of Option. Upon the
Effective Date (as defined in the Merger Agreement described below)
of that certain merger (the "Merger") of the Company with and into
FCBC Acquisition Corp. II pursuant to that certain Agreement and Plan
of Merger dated as of October 27, 1992, as amended, by and among
First Colonial Bankshares Corporation, FCBC Acquisition Corp. I, FCBC
Acquisition Corp. II, Hi-Bancorp, Inc., GNP Bancorp, Inc. and Bank of
Highwood (the "Merger Agreement") each outstanding Option listed on
the Grantee Summary attached hereto as Annex A shall be amended such
that the Common Stock to which such Option relates shall be Class A
Common Stock, $1.25 par value per share, of First Colonial Bankshares
Corporation ("FCBC Common") and the Stock Appreciation Right related
to such Option shall be cancelled and of no further force and effect.
2. FCBC Option. The number of shares of FCBC Common to which
each such amended Option shall relate shall be equal to:
(A) the product of (x) the number of shares of GNP Bancorp
Common (as defined in the Merger Agreement) covered by the Option
listed in the Grantee Summary attached as Annex A hereto (to the
extent not theretofore terminated prior to the Effective Date)
multiplied by (y) the Merger Consideration (as defined in the Merger
Agreement) payable under the Merger Agreement per share of GNP
Bancorp Common less $54.85, divided by
(B) the average of the high and low sale prices per share of
FCBC Common reported on the NASDAQ National Market System for each
day in the ten trading day period ending three days before the
Effective Date of the Merger.
The exercise price per share of FCBC Common under each such Option
shall be equal to:
(1) the aggregate option price for the shares of GNP
Bancorp Common covered by the Option listed on the Grantee
Summary attached as Annex A hereto (to the extent not
theretofore terminated prior to the Effective Date), divided by
(2) the number of shares of FCBC Common covered by the
amended Option, as determined pursuant to paragraphs (A) and (B)
above.
3. Effect of Conversion Agreement. Except as expressly
provided for herein, this Conversion Agreement shall affect no
amendment, change or modification whatsoever of or to an Option
Agreement or to the Plan. Unless defined herein, capitalized terms
used in this Conversion Agreement shall have the same meaning
ascribed to them under the Plan.
IN WITNESS WHEREOF, the Company has caused this Conversion
Agreement to be executed by its duly authorized officers and the Grantee
has hereunto set his hand and seal, all as of the date and year first
above written.
GNP BANCORP, INC.
By: _________________________________
Its: ________________________________
Attest:
By: _________________________________
Its: ________________________________
Grantee:
_____________________________________
ACKNOWLEDGEMENT
First Colonial Bankshares Corporation acknowledges and agrees
that upon the Effective Date it will execute the Amended and Restated
Incentive Stock Option Agreement attached hereto and further agrees that
from and after the Effective Date it will be bound by the terms and
conditions of such Amended and Restated Incentive Stock Option Agreement
and the Plan.
FIRST COLONIAL BANKSHARES CORPORATION
By: ______________________________________
Robert F. Sherman, President
<PAGE>
Annex A to GNP Bancorp, Inc. Conversion Agreement and
Amended and Restated Incentive Stock Option Agreement
GRANTEE SUMMARY
Schedule of Incentive Stock Options
Covered by the Agreement
Optionee:_________________________________
Exercise Exercise
GNP Shares Price FCBC Price Expiration
Option No. # ($/sh) Common (#) ($/sh) Date
HI-BANCORP, INC.
EMPLOYEES' COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION
AND STOCK APPRECIATION RIGHTS PLAN
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT, made and entered into as of the 29th
day of March, 1994, by and between Hi-Bancorp, Inc. and the undersigned
Grantee under the Hi-Bancorp, Inc. Employees Combined Incentive and Non-
Statutory Stock Option and Stock Appreciation Rights Plan amends each
Option Agreement evidencing an Option and related Stock Appreciation Right
heretofore granted to the Grantee under the Plan and listed on the Grantee
Summary attached hereto as Annex A, as follows:
1. Amendment of the Plan; Conversion of Option. Upon the
Effective Date (as defined in the Merger Agreement described below)
of that certain merger (the "Merger") of the Company with and into
FCBC Acquisition Corp. I pursuant to that certain Agreement and Plan
of Merger dated as of October 27, 1992, as amended, by and among
First Colonial Bankshares Corporation, FCBC Acquisition Corp. I, FCBC
Acquisition Corp. II, Hi-Bancorp, Inc., GNP Bancorp, Inc. and Bank of
Highwood (the "Merger Agreement") each outstanding Option listed on
the Grantee Summary attached hereto as Annex A shall be amended such
that the Common Stock to which such Option relates shall be Class A
Common Stock, $1.25 par value per share, of First Colonial Bankshares
Corporation ("FCBC Common") and the Stock Appreciation Right related
to such Option shall be cancelled and of no further force and effect.
2. FCBC Option. The number of shares of FCBC Common to which
each such amended Option shall relate shall be equal to:
(A) the product of (x) the number of shares of Hi-Bancorp
Common (as defined in the Merger Agreement) covered by the Option
listed in the Grantee Summary attached as Annex A hereto (to the
extent not theretofore terminated prior to the Effective Date)
multiplied by (y) the Merger Consideration (as defined in the Merger
Agreement) payable under the Merger Agreement per share of Hi-Bancorp
Common less $65.74, divided by
(B) the average of the high and low sale prices per share of
FCBC Common reported on the NASDAQ National Market System for each
day in the ten trading day period ending three days before the
Effective Date of the Merger.
The exercise price per share of FCBC Common under each such Option
shall be equal to:
(1) the aggregate option price for the shares of Hi-
Bancorp Common covered by the Option listed on the Grantee
Summary attached as Annex A hereto (to the extent not
theretofore terminated prior to the Effective Date), divided by
(2) the number of shares of FCBC Common covered by the
amended Option, as determined pursuant to paragraphs (A) and (B)
above.
3. Effect of Conversion Agreement. Except as expressly
provided for herein, this Conversion Agreement shall affect no
amendment, change or modification whatsoever of or to an Option
Agreement or to the Plan. Unless defined herein, capitalized terms
used in this Conversion Agreement shall have the same meaning
ascribed to them under the Plan.
IN WITNESS WHEREOF, the Company has caused this Conversion
Agreement to be executed by its duly authorized officers and the Grantee
has hereunto set his hand and seal, all as of the date and year first
above written.
HI-BANCORP, INC.
By: _________________________________
Its: ________________________________
Attest:
By: _________________________________
Its: ________________________________
Grantee:
_____________________________________
ACKNOWLEDGEMENT
First Colonial Bankshares Corporation acknowledges and agrees
that upon the Effective Date it will execute the Amended and Restated
Incentive Stock Option Agreement attached hereto and further agrees that
from and after the Effective Date it will be bound by the terms and
conditions of such Amended and Restated Incentive Stock Option Agreement
and the Plan.
FIRST COLONIAL BANKSHARES CORPORATION
By: ______________________________________
Robert F. Sherman, President
<PAGE>
Annex A to Hi-Bancorp, Inc. Conversion Agreement and
Amended and Restated Incentive Stock Option Agreement
GRANTEE SUMMARY
Schedule of Incentive Stock Options
Covered by the Agreement
Optionee:_________________________________
Exercise Exercise
HBI Shares Price FCBC Price Expiration
Option No. # ($/sh) Common (#) ($/sh) Date
EXHIBIT (5)
January 25, 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 Colonial
Bankshares Corporation 1988 Stock Option Plan, the Hi-Bancorp, Inc.
Employees' Combined Incentive and Non-Statutory Stock Option and Stock
Appreciation Rights Plan and the GNP Bancorp, Inc. Employees' Combined
Incentive and Non-Statutory Stock Option and Stock Appreciation Rights
Plan (the "Plans").
As Senior Vice President and General Counsel of the Corporation,
I am familiar with the Corporation's Restated Articles of Incorporation
and By-Laws, as amended, and with its affairs. I also have examined, or
caused to be examined, (i) the Plans; (ii) a signed copy of the
Registration Statement; (iii) the Agreement and Plan of Reorganization
dated as of July 31, 1994 among the Corporation, its wholly owned
subsidiary, Firstar Corporation of Wisconsin (successor to Firstar
Corporation of Illinois) and First Colonial Bankshares Corporation; (iv)
resolutions of the Corporation's Board of Directors adopted on July 29,
1994; and (v) such other proceedings, documents and records as I have
deemed necessary or appropriate to enable me to render this opinion.
Based on the foregoing, it is my opinion that:
1. The Corporation is a corporation duly organized and
validly existing under the laws of the State of Wisconsin.
2. The Common Stock, when issued and paid for in the
manner set forth in the Plans and assuming that the
consideration received by the Corporation is not less than the
par value of the shares of Common Stock issued, will be validly
issued, fully paid and nonassessable and no personal liability
will attach to the ownership thereof, except with respect to
wage claims of employees of the Corporation for services
performed not to exceed six months' service in any one case, as
provided in Section 180.0622(2)(b) of the Wisconsin Statutes and
judicial interpretations of such provision.
3. The Rights to be issued with the Common Stock have
been duly and validly authorized by all corporate action.
I consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and I further consent to the use of my name in the
Registration Statement. In giving this consent, I do not admit that I am
an "expert" within the meaning of Section 11 of the Securities Act, or
within the category of persons whose consent is required by Section 7 of
the Securities Act or the rules and regulations of the Commission issued
thereunder.
Very truly yours,
Howard H. Hopwood III
Senior Vice President and
General Counsel
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 of our report dated June 20, 1994,
relating to the consolidated balance sheets of Firstar Corporation and
Subsidiaries as of December 31, 1993 and 1992, 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, 1993,
which report appears in the December 31, 1993 annual report on Form 10-K
of Firstar Corporation.
KPMG Peat Marwick LLP
Milwaukee, Wisconsin
January 30, 1995
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 1st day of November, 1994.
/s/ John A. Becker
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 2nd day of November, 1994.
/s/ William H. Risch
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 14th day of November, 1994.
/s/ Robert C. Buchanan
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 2nd day of November, 1994.
/s/ Michael E. Batten
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 3rd day of November, 1994.
/s/ George M. Chester, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 4th day of November, 1994.
/s/ Roger H. Derusha
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 2nd day of November, 1994.
/s/ James L. Forbes
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 3rd day of November, 1994.
/s/ Holmes Foster
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 4th day of November, 1994.
/s/ Joseph F. Heil, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 15th day of November, 1994.
/s/ John H. Hendee
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 4th day of November, 1994.
/s/ Jerry M. Hiegel
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 8th day of November, 1994.
/s/ Joe Hladky
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 15th day of November, 1994.
/s/ James H. Keyes
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the ____ day of November, 1994.
/s/ Sheldon B. Lubar
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 2nd day of November, 1994.
/s/ Daniel F. McKeithan, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 3rd day of November, 1994.
/s/ George W. Mead, II
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 14th day of November, 1994.
/s/ Guy A. Osborn
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 6th day of November, 1994.
/s/ Judith D. Pyle
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 8th day of November, 1994.
/s/ Clifford V. Smith, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(FIRST COLONIAL BANKSHARES CORPORATION)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock, and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
First Colonial Bankshares Corporation pursuant to and in accordance with
an Agreement and Plan of Reorganization and related Plan of Merger entered
into by Firstar Corporation, including specifically but without limitation
thereto, power and authority to sign his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation
or by attesting the seal of Firstar Corporation, or otherwise) to each
such Registration Statement and to such amendments (including post-
effective amendments) to each Registration Statement to be filed with the
Securities and Exchange Commission, or any of the exhibits, financial
statements and schedules, or the Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name
hereto on the 7th day of November, 1994.
/s/ William W. Wirtz
