Registration No. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
FIRSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-0711710
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip Code)
Investors Savings 401(k) Plan
(Full title of the plan)
____________________
Howard H. Hopwood III, Esq.
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 765-5977
(Name, address and telephone number, including
area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be to be Price Offering Registra-
Registered Registered Per Share Price tion Fee
Common Stock, 25,000 $29.32 (1) $733,000 (1) $253
$1.25 par value shares
Preferred Share 12,500 (2) (2) (2)
Purchase Rights rights
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee
based on the average of the high and low prices for Firstar
Corporation Common Stock on the New York Stock Exchange
consolidated reporting system on April 26, 1995.
(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.
_________________________________
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<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") or by the First Investors Savings 401(k) Plan
(the "Plan") are hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994, which includes certified financial statements as of and
for the year ended December 31, 1994.
2. The Plan's Annual Report on Form 11-K for the year ended
December 31, 1993.
3. All other reports filed since December 31, 1994 by the
Company or the Plan pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934.
4. 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 or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of filing of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Howard H. Hopwood III, Esq., Senior Vice President and General
Counsel of the Company, has acted as legal counsel for the Company in
connection with the registration of the Common Stock. Mr. Hopwood is a
full-time employee of the Company and at March 31, 1995 beneficially owned
54,034 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law, directors
and officers of the Company are entitled to mandatory indemnification from
the Company against certain liabilities and expenses (i) to the extent
such officers or directors are successful in the defense of a proceeding
and (ii) in proceedings in which the director or officer is not successful
in defense thereof, unless it is determined that the director or officer
breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with
the Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of the criminal law unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should be noted that the Wisconsin Business Corporation
Law specifically states that it is the public policy of Wisconsin to
require or permit indemnification in connection with a proceeding
involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors except
in circumstances paralleling those in subparagraphs (a) through (d)
outlined above.
The Company's By-Laws contain similar indemnification provisions
as to directors and officers of the Company. In addition, the Company has
entered into individual indemnity agreements with all of its current
directors. The indemnity agreements are virtually identical in all
substantive respects to the Company's By-Laws.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The Company maintains a liability insurance policy for officers
and directors which extends to, among other things, liability arising
under the Securities Act of 1933, as amended.
In addition, the Company's Pension Plan and Thrift and Sharing
Plan provide for indemnification of members of the plan committees and
directors of the Company as follows:
The Company shall indemnify each member of the Plan Committee
and the Board and hold each of them harmless from the
consequences of his acts or conduct in his official capacity, if
he acted in good faith and in a manner he reasonably believed to
be solely in the best interests of the Participants and their
Beneficiaries, and with respect to any criminal action or
proceeding had no reasonable cause to believe his conduct was
unlawful. Such indemnification shall cover any and all
attorneys' fees and expenses, judgments, fines and amounts paid
in settlement, but only to the extent such amounts are not paid
to such person(s) under the Company's fiduciary insurance policy
and to the extent that such amounts are actually and reasonably
incurred by such person(s).
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Shareholder Rights Plan of
Firstar Corporation (Exhibit 4
to Form 8-K dated January 19,
1989; incorporated herein by
reference)
(4.2) Restated Articles of
Incorporation, as amended, of
Firstar Corporation (Exhibit
4(d) to Amendment No. 1 to
Registration Statement No. 33-
57225; incorporated herein by
reference)
(4.3) Articles of Amendment to the
Restated Articles of
Incorporation of Firstar
Corporation creating Series D
Convertible Preferred Stock
(Exhibit 4(e) to Amendment No. 1
to Registration Statement No.
33-57225; incorporated herein by
reference)
(5) Opinion of Howard H. Hopwood III, Esq.
(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of KPMG Peat Marwick LLP
(23.3) Consent of Howard H. Hopwood
III, Esq. (contained in Exhibit 5 hereto)
(24) Powers of Attorney
The undersigned Registrant hereby undertakes to submit the Plan,
as amended, to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to continue the
qualification of the Plan under Section 401 of the Internal Revenue Code
of 1986, as amended.
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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Milwaukee,
State of Wisconsin, on April 27, 1995.
FIRSTAR CORPORATION
By: /s/Roger L. Fitzsimonds
Roger L. Fitzsimonds
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/Roger L. Fitzsimonds Chairman of the April 27, 1995
Roger L. Fitzsimonds Board, Chief
Executive Officer
and Director
(principal
executive officer)
/s/John A. Becker* President and April 27, 1995
John A. Becker Director
/s/William H. Risch*
William H. Risch Senior Vice April 27, 1995
President-Finance
and Treasurer
(principal
accounting and
financial officer)
/s/Michael E. Batten* Director April 27, 1995
Michael E. Batten
/s/Robert C. Buchanan* Director April 27, 1995
Robert C. Buchanan
/s/George M. Chester, Director April 27, 1995
Jr.*
George M. Chester, Jr.
/s/Roger H. Derusha* Director April 27, 1995
Roger H. Derusha
/s/James L. Forbes* Director April 27, 1995
James L. Forbes
/s/Holmes Foster* Director April 27, 1995
Holmes Foster
/s/Joseph F. Heil, Jr.* Director April 27, 1995
Joseph F. Heil, Jr.
/s/John H. Hendee, Jr.* Director April 27, 1995
John H. Hendee, Jr.
/s/Jerry M. Hiegel* Director April 27, 1995
Jerry M. Hiegel
/s/Joe Hladky* Director April 27, 1995
Joe Hladky
/s/C. Paul Johnson* Director April 27, 1995
C. Paul Johnson
/s/James H. Keyes* Director April 27, 1995
James H. Keyes
/s/Sheldon B. Lubar* Director April 27, 1995
Sheldon B. Lubar
/s/Daniel F. McKeithan, Director April 27, 1995
Jr.*
Daniel F. McKeithan, Jr.
/s/George W. Mead II* Director April 27, 1995
George W. Mead II
/s/Guy A. Osborn* Director April 27, 1995
Guy A. Osborn
/s/Judith D. Pyle* Director April 27, 1995
Judith D. Pyle
/s/Clifford V. Smith, Director April 27, 1995
Jr.*
Clifford V. Smith, Jr.
/s/William W. Wirtz* Director April 27, 1995
William W. Wirtz
By:/s/William J. Schulz
William J. Schulz
Attorney-in-Fact
_________________________
* Pursuant to authority granted by powers of attorney filed with the
Registration Statement.
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, Investors Savings Bank, F.S.B., which administers the Plan, has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Wayzata, and the
State of Minnesota, on this 27th day of April, 1995.
INVESTORS SAVINGS 401(K) PLAN
By:/s/James M. Burkholder
James M. Burkholder
President and Chief Executive
Officer
Investors Savings Bank, F.S.B.
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Shareholder Rights Plan of Firstar
Corporation (Exhibit 4 to Form 8-K
dated January 19, 1989; incorporated
herein by reference)
(4.2) Restated Articles of Incorporation, as
amended, of Firstar Corporation
(Exhibit 4(d) to Amendment No. 1 to
Registration Statement No. 33-57225;
incorporated herein by reference)
(4.3) Articles of Amendment to the Restated
Articles of Incorporation of Firstar
Corporation creating Series D
Convertible Preferred Stock (Exhibit
4(e) to Amendment No. 1 to
Registration Statement No. 33-57225;
incorporated herein by reference)
(5) Opinion of Howard H. Hopwood III, Esq.
(23.1) Consent of KPMG Peat Marwick LLP
(23.2) Consent of KPMG Peat Marwick LLP
(23.3) Consent of Howard H. Hopwood III, Esq.
(contained in Exhibit 5 hereto)
(24) Powers of Attorney
EXHIBIT (5)
April 21, 1995
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Firstar Corporation (the
"Corporation") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), relating to shares of the Corporation's Common Stock,
$1.25 par value ("Common Stock"), and related preferred share purchase
rights (the "Rights") which may be issued pursuant to the Investors
Savings 401(k) Plan (the "Plan").
As Senior Vice President and General Counsel of the Corporation, I am
familiar with the Corporation's Restated Articles of Incorporation and
By-Laws, as amended, and with its affairs. I also have examined, or
caused to be examined, (i) the Plan; (ii) a signed copy of the
Registration Statement; (iii) the Agreement and Plan of Reorganization
dated as of August 21, 1994 among the Corporation, its wholly owned
subsidiary, Firstar Corporation of Minnesota, and Investors Bank Corp.;
(iv) resolutions of the Corporation's Board of Directors adopted on
July 21, 1994; and (v) such other proceedings, documents and records as I
have deemed necessary or appropriate to enable me to render this opinion.
Based on the foregoing, it is my opinion that:
1. The Corporation is a corporation duly organized and validly
existing under the laws of the State of Wisconsin.
2. The Common Stock, when issued and paid for in the manner set
forth in the Plan and assuming that the consideration received
by the Corporation is not less than the par value of the shares
of Common Stock issued, will be validly issued, fully paid and
nonassessable and no personal liability will attach to the
ownership thereof, except with respect to wage claims of
employees of the Corporation for services performed not to
exceed six months' service in any one case, as provided in
Section 180.0622(2)(b) of the Wisconsin Statutes and judicial
interpretations of such provision.
3. The Rights to be issued with the Common Stock have been duly and
validly authorized by all corporate action.
I consent to the use of this opinion as Exhibit 5 to the Registration
Statement, and I further consent to the use of my name in the Registration
Statement. In giving this consent, I do not admit that I am an "expert"
within the meaning of Section 11 of the Securities Act, or within the
category of persons whose consent is required by Section 7 of the
Securities Act or the rules and regulations of the Commission issued
thereunder.
Very truly yours,
/s/ Howard H. Hopwood III
Howard H. Hopwood III
Senior Vice President and General
Counsel
EXHIBIT 23.1
Consent of KPMG Peat Marwick LLP
The Board of Directors
Firstar Corporation:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Firstar Corporation of our report dated January 19, 1995,
relating to the consolidated balance sheets of Firstar Corporation and
subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1994,
which report appears in the December 31, 1994 annual report on Form 10-K
of Firstar Corporation.
/s/ KPMG Peat Marwick LLP
Milwaukee, Wisconsin
April 27, 1995
EXHIBIT 23.2
Consent of KPMG Peat Marwick LLP
The Board of Directors
Investors Bank Corp.:
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Firstar Corporation of our report dated April 13, 1994,
relating to the statements of net assets available for plan benefits of
the Investors Savings 401(k) Plan as of December 31, 1993 and 1992, and
the related statements of changes in net assets available for plan
benefits 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 11-K of the Investors Savings 401(k) Plan.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 27, 1995
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Michael E. Batten
Michael E. Batten
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 25th day of January, 1995.
/s/ John A. Becker
John A. Becker
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Robert C. Buchanan
Robert C. Buchanan
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 20th day of January, 1995.
/s/ George M. Chester, Jr.
George M. Chester, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 28th day of January, 1995.
/s/ Roger H. Derusha
Roger H. Derusha
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ James L. Forbes
James L. Forbes
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Holmes Foster
Holmes Foster
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Joseph F. Heil, Jr.
Joseph F. Heil, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 27th day of January, 1995.
/s/ John H. Hendee, Jr.
John H. Hendee, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Jerry M. Hiegel
Jerry M. Hiegel
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Joe Hladky
Joe Hladky
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ James H. Keyes
James H. Keyes
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Sheldon B. Lubar
Sheldon B. Lubar
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Daniel F. McKeithan, Jr.
Daniel F. McKeithan, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ George W. Mead II
George W. Mead II
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Guy A. Osborn
Guy A. Osborn
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Judith D. Pyle
Judith D. Pyle
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 25th day of January, 1995.
/s/ William H. Risch
William H. Risch
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ Clifford V. Smith, Jr.
Clifford V. Smith, Jr.
<PAGE>
FIRSTAR CORPORATION
POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENTS
COVERING SECURITIES OF FIRSTAR CORPORATION
(INVESTORS BANK CORP.)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer and/or
director of FIRSTAR CORPORATION, does hereby constitute and appoint Roger
L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch and
William J. Schulz, and each of them, severally, his or her true and lawful
attorney and agent at any time and from time to time to do any and all
acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with one or more Registration Statements and any and all
amendments (including post-effective amendments) to each such Registration
Statement relating to the issuance of common stock, $1.25 par value, and
associated preferred stock purchase rights; preferred stock, $1 par value;
options, warrants and rights to purchase common or preferred stock; and
other debt or convertible securities of Firstar Corporation in connection
with the acquisition by Firstar Corporation (or a subsidiary thereof) of
Investors Bank Corp. pursuant to and in accordance with an Agreement and
Plan of Reorganization and related Plan of Merger entered into by Firstar
Corporation, including specifically but without limitation thereto, power
and authority to sign his or her name (whether on behalf of Firstar
Corporation, or as an officer or director of Firstar Corporation or by
attesting the seal of Firstar Corporation, or otherwise) to each such
Registration Statement and to such amendments (including post-effective
amendments) to each Registration Statement to be filed with the Securities
and Exchange Commission, or any of the exhibits, financial statements and
schedules, or the Prospectuses or Proxy Statements-Prospectuses, filed
therewith, and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorneys and agents, and each of them, shall do or cause to be done
by virtue hereof. Any one of said attorneys and agents shall have, and
may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has signed his or her name hereto on
the 19th day of January, 1995.
/s/ William W. Wirtz
William W. Wirtz
