Reg. No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 765-5977
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
______________________________
Howard H. Hopwood III, Esq.
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 765-5977
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]
________________________________________
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Unit Price Fee
Common Stock,
$1.25 per
share 159,143 $12.751 $2,029,233 $700
Preferred
Share
Purchase
Rights 79,572 (2) (2) (2)
(1) Represents the number of shares of Common Stock initially purchasable
upon exercise of warrants. This registration statement also includes
such indeterminate number of additional shares of Common Stock as may
be issuable upon exercise of warrants as a result of antidilution
provisions contained therein.
(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.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
FIRSTAR CORPORATION
_______________
159,143 Shares
of
Common Stock
($1.25 par value)
_______________
This Prospectus relates to an aggregate of 159,143 shares (the
"Shares") of common stock, par value $1.25 per share (the "Firstar Common
Stock"), of Firstar Corporation, a Wisconsin corporation ("Firstar"),
reserved for issuance upon exercise of warrants (the "Warrants") that were
assumed by Firstar on April 28, 1995 in connection with the Agreement and
Plan of Reorganization, dated as of August 21, 1994 (the "Merger
Agreement"), by and among Investors Bank Corp., a Delaware corporation
("Investors"), Firstar Corporation of Minnesota, a Minnesota corporation
and wholly owned subsidiary of Firstar ("FCM"), and Firstar. The Warrants
entitle the holders thereof to purchase Shares at an exercise price of
$12.751 per share until the expiration of the Warrants on November 13,
1996. Assuming all of the Warrants are exercised, Firstar will receive
proceeds in the amount of $2,029,233 before deducting expenses payable by
Firstar estimated at $21,000.
Firstar Common Stock is traded on the New York Stock Exchange.
On April 10, 1995, the closing price of the Firstar Common Stock on the
New York Stock Exchange was $30.625 per share.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus in
connection with the offer contained herein, and if given or made, such
information or representations must not be relied upon as having been
authorized by Firstar. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities offered hereby
in any jurisdiction in which it is not lawful or to any person to whom it
is not lawful to make any such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is correct
as of any time subsequent to the date hereof.
The date of this Prospectus is April 28, 1995.
<PAGE>
AVAILABLE INFORMATION
Firstar is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information concerning
Firstar can be inspected and copied at the public reference facilities of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at 7 World Trade Center, Suite 1300, New
York, New York 10048 and CitiCorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, Firstar
Common Stock is listed on the New York Stock Exchange and the Chicago
Stock Exchange, and reports, proxy statements and other information
concerning Firstar can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and the
Chicago Stock Exchange Incorporated, 440 South LaSalle Street, Chicago,
Illinois 60605.
Firstar has filed a registration statement on Form S-3 (together
with all amendments and exhibits thereto, including documents and
information incorporated by reference, the "Registration Statement") with
the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Shares. This Prospectus does not
contain all the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is
hereby made to the Registration Statement. Statements contained in this
Prospectus as to the contents of any document are not necessarily
complete, and in each instance reference is made to such document itself,
each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Firstar which have been filed with
the Commission are hereby incorporated by reference in this Prospectus:
(i) Firstar's Annual Report on Form 10-K for the year ended December 31,
1994; (ii) Firstar's Current Report on Form 8-K filed February 7, 1995;
and (iii) the description of Firstar's Common Stock contained in Item 1 of
Firstar's Registration Statement on Form 8-A, including any amendment or
report filed for the purpose of updating such description.
All documents filed by Firstar pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to April 12, 1995 and prior to
the termination of the offering of Firstar Common Stock shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof
from the respective dates of filing of such documents. Any statement
contained herein or in a document all or part of which is incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
Firstar will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person,
a copy of any or all of the foregoing documents incorporated herein by
reference (excluding exhibits unless specifically incorporated therein).
Requests for such copies should be directed to Mr. William H. Risch,
Senior Vice President-Finance and Treasurer, Firstar Corporation, 777 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, telephone number
(414) 765-4985.
FIRSTAR CORPORATION
General
Firstar is a registered bank holding company incorporated in
Wisconsin in 1929. Firstar is the largest bank holding company
headquartered in Wisconsin. Firstar's 15 bank subsidiaries in Wisconsin
had total assets of approximately $10 billion at December 31, 1994. Its
eleven Iowa banks, one Illinois bank and one Minnesota bank had total
assets of approximately $2.7 billion, $959 million and $1.2 billion,
respectively, as of December 31, 1994. Firstar has one bank in Phoenix,
Arizona, with total assets of $102 million as of December 31, 1994.
Firstar provides banking services throughout Wisconsin and Iowa
and in the Chicago, Minneapolis-St. Paul and Phoenix metropolitan areas.
At December 31, 1994, its Wisconsin bank subsidiaries operated in 135
locations, with offices in eight of the ten largest metropolitan
population centers of the state, including 74 offices in the Milwaukee
metropolitan area. Its Iowa bank subsidiaries operated in 43 locations;
its Illinois bank subsidiaries in 15 locations; its Minnesota bank
subsidiary in 24 locations; and its Arizona bank in three locations; and a
trust subsidiary in Florida in two locations. Firstar's bank subsidiaries
provide a broad range of financial services for companies based in
Wisconsin, Iowa, Illinois and Minnesota, national business organizations,
governmental entities and individuals. These commercial and consumer
banking activities include accepting demand, time and savings deposits;
making both secured and unsecured business and personal loans; and issuing
and servicing credit cards. The bank subsidiaries also engage in
correspondent banking and provide trust and investment services to
individual and corporate customers. Firstar Bank Milwaukee, N.A., Firstar
Bank Cedar Rapids, N.A. and Firstar Bank Madison, N.A. also conduct
international banking services consisting of foreign trade financing,
issuance and confirmation of letters of credit, funds collection and
foreign exchange transactions. Nonbank subsidiaries provide retail
brokerage services, trust and investment services, residential mortgage
banking activities, title insurance, business insurance, consumer and
credit related insurance and corporate computer and operational services.
At December 31, 1994, Firstar and its subsidiaries employed
7,680 full-time and 2,196 part-time employees, of which approximately 970
full-time employees are represented by a union under a collective
bargaining agreement that expires on August 31, 1996. Management
considers its relations with its employees to be good.
Recent Developments
On August 21, 1994, Firstar signed a definitive agreement to
acquire Investors, a publicly held regional thrift holding company. On
April 28, 1995, Firstar completed the acquisition of Investors pursuant to
a merger of Investors with and into FCM, as a result of which Firstar
directly owns 100% of the stock of the surviving corporation, FCM (the
"Merger").
On January 31, 1995, Firstar completed its acquisition of First
Colonial Bankshares Corporation ("First Colonial"), a multi-bank holding
company located in Chicago, Illinois, with consolidated assets of $1.8
billion as of December 31, 1994. First Colonial was merged into, and
became, a wholly-owned subsidiary of Firstar. The acquisition was
accounted for as a pooling-of-interests.
ASSUMPTION OF WARRANTS
On April 28, 1995, Firstar acquired Investors pursuant to the
terms of the Merger Agreement. The Warrants were originally issued in
November 1991 by Investors in a public offering of units consisting of one
Warrant to purchase one-half share of Investors' common stock, par value
$.01 per share ("Investors Common Stock"), and one share of Investors'
Perpetual Preferred Stock, Series 1991. Prior to the Merger, after giving
effect to a 4-for-3 stock split, each Warrant entitled the holder thereof
to purchase two-thirds (2/3) share of Investors Common Stock. Pursuant to
the Merger Agreement, all of the Warrants were assumed by Firstar at the
effective time of the Merger and Firstar entered into a supplemental
warrant agreement to the warrant agreement, dated as of October 15, 1991
(such warrant agreement as supplemented, the "Warrant Agreement"), between
Investors and Norwest Bank Minnesota, National Association, as warrant
agent (the "Warrant Agent").
Also pursuant to the Merger Agreement, each Warrant is deemed to
constitute an option to acquire, on the same terms and conditions as were
applicable under such Warrant prior to the Merger, the number of shares of
Firstar Common Stock that the holder of such Warrant would have been
entitled to receive pursuant to the Merger had such holder exercised the
Warrant in full immediately prior to the effective time of the Merger.
The exercise price under each Warrant is $12.751 per share of Firstar
Common Stock, such price per share being equal to (x) the aggregate
exercise price for the shares of Investors Common Stock otherwise
purchasable pursuant to such Warrant divided by (y) the number of full
shares of Firstar Common Stock deemed purchasable pursuant to such
Warrant. The exercise price for the Firstar Common Stock under the
Warrants is subject to certain adjustments pursuant to the terms of the
Warrant Agreement. Firstar has taken all corporate action necessary to
reserve for issuance a sufficient number of shares of Firstar Common Stock
for delivery upon exercise of the Warrants assumed by it. This prospectus
is being distributed to holders of the Warrants and relates to the Shares
issuable upon exercise of the Warrants.
USE OF PROCEEDS
Assuming that all of the Warrants are exercised, Firstar will
receive proceeds of approximately $2,029,233 before deducting expenses
payable by Firstar estimated at $21,000. The net proceeds to Firstar from
the sale of any Shares upon exercise of the Warrants will be used for
working capital and other general corporate purposes.
DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION
The Shares offered hereby are being offered by Firstar to
holders of Warrants. See "Assumption of Warrants." Such Shares will be
offered directly by Firstar, without the use of an underwriter or
placement agent. The Warrants entitle the holders thereof to purchase
Shares at an exercise price of $12.751 per Share, subject to adjustment
under certain circumstances, payable in cash or by check, bank draft or
money order. The Warrants expire on November 13, 1996.
Warrants may be presented for exchange or registration of
transfer (with the form of assignment on the reverse thereof duly
completed and executed) at the office or agency maintained by Firstar for
that purpose (initially the corporate trust office of the Warrant Agent in
Minnesota, but subject to change by Firstar), upon payment of any taxes
and other governmental charges and amounts as permitted pursuant to the
Warrant Agreement. Upon the surrendering of a Warrant Certificate and
such payment, a new Warrant Certificate will be issued and delivered, in
the name of the assignee and in the denomination or denominations (in a
whole number of Warrants) specified in such form of assignment. If less
than all of the Warrants evidenced by a Warrant Certificate are being
transferred, a new Warrant Certificate will be issued to the transferor
for the portion of the Warrant Certificate not being transferred. Upon
surrender of the Warrant Certificate or Certificates for exchange, such
payment as described above and notice by the registered holder of such
Warrant Certificate or Certificates specifying the names and denominations
in which new Warrant Certificates are to be issued, a new Warrant
Certificate or Certificates shall be issued and delivered in accordance
with the notice.
The Warrants can be exercised by surrendering, to the office or
agency maintained by Firstar for that purpose (initially the corporate
trust office of the Warrant Agent in Minnesota, but subject to change by
Firstar), a Warrant Certificate with the form of election to purchase on
the reverse thereof duly completed and signed by the Warrant holder or his
or her duly authorized agent indicating the Warrant holder's election to
exercise all or a portion (consisting of whole Warrants) of the Warrant
evidenced by such Certificate accompanied by payment of the exercise price
of the Warrants to be exercised, which payment may be made in the form of
cash or a check, bank draft or money order payable to the order of the
Warrant Agent equal to the aggregate purchase price. The Warrant Agent
will return a certificate evidencing the number of shares of Firstar
Common Stock issued upon exercise of the Warrant, together with a new
Warrant Certificate if less than all of the shares covered by the Warrant
Certificate are being purchased.
The Warrant Agreement provides for adjustment of the exercise
price and the number of shares of Firstar Common Stock purchasable upon
exercise of the Warrants to protect the Warrant holders against dilution
in certain events, including stock dividends, distributions of Firstar
Common Stock, stock splits, reorganizations, reclassifications,
subdivisions and combinations of Firstar Common Stock, the merger,
consolidation or disposition of all or substantially all of the assets of
Firstar, or the distribution pro rata to all holders of Firstar Common
Stock of assets or debt securities.
Firstar and the Warrant Agent may from time to time supplement
or amend the Warrant Agreement or the provisions of the Warrant
Certificates without the approval of any holders of Warrant Certificates
in order to cure any ambiguity, to correct or supplement any provision
contained therein that may be defective or inconsistent with the other
provisions therein, or to make any other provisions in regard to matters
or questions arising thereunder that are not inconsistent with the
provisions of the Warrant Certificates and do not adversely affect the
interest of the Warrant holders.
Firstar is not required to issue any Warrant Certificate
evidencing a fraction of a Warrant or to issue fractions of shares of
Firstar Common Stock on the exercise of the Warrants. If any fraction
(calculated to the nearest one-hundredth) of a share of Firstar Common
Stock would otherwise be issuable on the exercise of any Warrant, Firstar
will purchase such fraction for an amount in cash equal to the current
value of such fraction. By accepting a Warrant Certificate, the holder
thereof has waived any right to receive a Warrant Certificate evidencing
any fraction of a Warrant or to receive any fractional share of Firstar
Common Stock upon exercise of a Warrant.
The Warrant holders as such are not entitled to vote, receive
dividends or exercise any of the rights of holders of shares of Firstar
Common Stock for any purpose until such Warrants have been duly exercised
and payment of the purchase price has been made.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
Under presently existing provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), Treasury Regulations promulgated
thereunder, applicable judicial decisions and administrative rulings, all
of which are subject to change, including changes that may be retroactive,
the federal income tax consequences described below may arise in
connection with the exercise of Warrants. Due to the complexity of the
Code, the following statements are merely statements of general tax
principles and likely tax consequences to the extent presently
determinable, and such statements may not be authoritative in individual
cases or where special rules may apply. A Warrant holder should consult
his or her own tax advisor concerning this offering. Warrant holders
should also consult their own tax advisors as to the tax treatment arising
from the application of foreign, state and local tax laws and regulations.
Sale or Exchange of Warrants
Upon a sale or exchange of Warrants, the holder thereof will
recognize long-term or short-term capital gain or loss, depending upon
whether the holding period therefor is more or less than six months,
assuming that the holder is not a dealer in Warrants and the Firstar
Common Stock is, or would be when acquired, a capital asset in the hands
of the holder. The amount of gain or loss will be the difference between
the amount realized and the tax basis of the Warrants sold. The
redemption of a Warrant may also be considered a sale or exchange so that
any gain or loss recognized as a result thereof may also be a capital gain
or loss. Any loss realized by a holder of a Warrant due to the failure
to exercise prior to the expiration date will be treated as a capital
loss.
As a result of the conversion of the Warrants from warrants to
acquire shares of the Investors Common Stock into warrants to acquire
Firstar Common Stock, Warrant holders may be deemed to have recognized
gain or loss equal to the difference, if any, between the Warrant holder's
tax basis in such Warrants and the fair market value thereof immediately
after the change in the terms of the Warrants, as if such Warrants had
been sold or exchanged. Warrant holders are urged to consult with their
own tax advisors with respect to this matter. If such conversion is
taxable, then a Warrant holder's tax basis in the converted Warrants will
be equal to their fair market value.
Exercise of Warrants
Generally, a holder of Warrants will not recognize any gain or
loss on the purchase of Shares for cash upon exercise of the Warrants.
The tax basis of the Shares received will be equal to the tax basis, as
adjusted, in the Warrants so exercised, plus the cash exercise price. The
holding period of the Shares received upon exercise of a Warrant for cash
will not include the period during which the Warrant was held, but will
commence only upon the exercise date of the Warrant.
Section 305 of the Code and the applicable Treasury Regulations
provide that in certain circumstances a change in the exercise price for
the Warrants will be treated as a deemed distribution of an increased
interest in the assets or earnings and profits of Firstar that, in turn,
will produce ordinary dividend income for a holder of Warrants. The
amount of such deemed dividend will be equal to the fair market value of
any additional shares of the Firstar Common Stock (and cash in lieu of
fractional shares) received as a result of the change in the exercise
price of the Warrants. In certain other circumstances, Section 305 of the
Code and the applicable Treasury Regulations provide that the absence of
appropriate adjustments in the conversion price for the Warrants will
produce dividend income for the holders of the Firstar Common Stock. The
terms of the conversion of the Warrants were established so as to prevent
dilution of the economic rights of the Warrant holders and, as such, the
conversion should not result in the recognition of ordinary dividend
income by the holders of either the Warrants or the Firstar Common Stock.
Other Tax Consequences
No information has been provided as to income, franchise,
personal property or other taxation in any state or locality or as to the
tax effect of ownership of Warrants in any state or locality.
THE DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES SET
FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE
APPLICABLE TO A WARRANT HOLDER'S PARTICULAR TAX SITUATION. WARRANT
HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF
WARRANTS, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX
LAWS.
EXPERTS
The consolidated financial statements of Firstar and
subsidiaries as of December 31, 1994 and 1993, and for each of the years
in the three-year period ended December 31, 1994, have been incorporated
by reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon
for Firstar by Howard H. Hopwood III, Senior Vice President and General
Counsel of Firstar. Mr. Hopwood is a full-time employee of Firstar and,
at March 31, 1995, directly or beneficially owned approximately 54,034
shares of Firstar Common Stock.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fee . . . . . . . . . . . . . . . . . $ 700
Accounting Fees and Expenses . . . . . . . . . . . . . 5,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 4,000
-------
Total . . . . . . . . . . . . . . . . . . . . . . $21,000
=======
All fees and expenses other than the SEC registration fee are
estimated. The expenses listed above will be paid by Firstar.
Item 15. Indemnification of Directors and Officers
Pursuant to the Wisconsin Business Corporation Law, directors
and officers of Firstar are entitled to mandatory indemnification from
Firstar 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 Firstar and such breach
or failure constituted: (a) a willful failure to deal fairly with Firstar
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 Firstar are not subject
to personal liability to Firstar, its shareholders or any person asserting
rights on behalf thereof for certain breaches or failure to perform any
duty resulting solely from their status as directors except in
circumstances paralleling those in subparagraphs (a) through (d) outlined
above.
Firstar's By-Laws contain similar indemnification provisions as
to directors and officers of Firstar. In addition, Firstar has entered
into individual indemnity agreements with all of its current directors.
The indemnity agreements are virtually identical in all substantive
respects to Firstar's By-Laws.
Expenses for the defense of any action for which indemnification
may be available may be advanced by Firstar under certain circumstances.
Firstar 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, Firstar's Pension Plan and Thrift and Sharing Plan
provide for indemnification of members of the plan committees and
directors of Firstar 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 16. List of Exhibits
4.1 Warrant Agreement, dated October 15, 1991 between Investors
Bank Corp. and Norwest Bank Minnesota, National Association
(Exhibit 4.7 to Registration No. 33-42684; incorporated
herein by reference).
4.2 Form of Supplemental Warrant Agreement between Firstar
Corporation and Norwest Bank Minnesota, National
Association (Exhibit 4(e) to Amendment No. 1 to
Registration No. 33-57245; incorporated herein by
reference).
4.3 Shareholder Rights Plan of Firstar Corporation (Exhibit 4
to Form 8-K dated January 19, 1989; incorporated herein by
reference).
4.4 Restated Articles of Incorporation, as amended, of Firstar
Corporation (Exhibit 4(d) to Amendment No. 1 to
Registration Statement No. 33-57225; incorporated herein by
reference).
4.5 Articles of Amendment to the Restated Articles of
Incorporation of Firstar Corporation creating Series D
Convertible Preferred Stock (Exhibit 4(e) to Amendment No.
1 to Registration Statement No. 33-57225; incorporated
herein by reference).
5 Opinion of Howard H. Hopwood III, Esq.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Howard H. Hopwood III, Esq. (included in Exhibit
5).
24 Powers of Attorney.
Item 17. 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;
(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, represent a fundamental change to
such information 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 in the information set forth 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 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, 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, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, 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 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 the public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
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 requirement 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-3 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 12, 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,
Roger L. Fitzsimonds Chief Executive Officer
and Director (principal
executive officer) April 12, 1995
*
/s/ John A. Becker President and Director
John A. Becker April 12, 1995
*
/s/ William H. Risch Senior Vice President-
William H. Risch Finance and Treasurer
(principal accounting
and financial officer) April 12, 1995
*
/s/ Michael E. Batten Director
Michael E. Batten April 12, 1995
*
/s/ Robert C. Buchanan Director
Robert C. Buchanan April 12, 1995
*
/s/ George M. Chester, Jr. Director
George M. Chester, Jr. April 12, 1995
*
/s/ Roger H. Derusha Director
Roger H. Derusha April 12, 1995
*
/s/ James L. Forbes Director
James L. Forbes April 12, 1995
*
/s/ Holmes Foster Director
Holmes Foster April 12, 1995
*
/s/ Joseph F. Heil, Jr. Director
Joseph F. Heil, Jr. April 12, 1995
*
/s/ John H. Hendee, Jr. Director
John H. Hendee, Jr. April 12, 1995
*
/s/ Jerry M. Hiegel Director
Jerry M. Hiegel April 12, 1995
*
/s/ Joe Hladky Director
Joe Hladky April 12, 1995
*
/s/ C. Paul Johnson Director
C. Paul Johnson April 12, 1995
*
/s/ James H. Keyes Director
James H. Keyes April 12, 1995
*
/s/ Sheldon B. Lubar Director
Sheldon B. Lubar April 12, 1995
*
/s/ Daniel F. McKeithan, Director
Jr.
Daniel F. McKeithan, Jr. April 12, 1995
*
/s/ George W. Mead II Director
George W. Mead II April 12, 1995
*
/s/ Guy A. Osborn Director
Guy A. Osborn April 12, 1995
*
/s/ Judith D. Pyle Director
Judith D. Pyle April 12, 1995
*
/s/ Clifford V. Smith, Jr. Director
Clifford V. Smith, Jr. April 12, 1995
*
/s/ William W. Wirtz Director
William W. Wirtz April 12, 1995
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 Warrant Agreement, dated October 15, 1991 between
Investors Bank Corp. and Norwest Bank Minnesota,
National Association (Exhibit 4.7 to Registration
No. 33-42684; incorporated herein by reference).
4.2 Form of Supplemental Warrant Agreement between
Firstar Corporation and Norwest Bank Minnesota,
National Association (Exhibit 4(e) to Amendment
No. 1 to Registration No. 33-57245; incorporated
herein by reference).
4.3 Shareholder Rights Plan of Firstar Corporation
(Exhibit 4 to Form 8-K dated January 19, 1989;
incorporated herein by reference).
4.4 Restated Articles of Incorporation, as amended,
of Firstar Corporation (Exhibit 4(d) to Amendment
No. 1 to Registration Statement No. 33-57225;
incorporated herein by reference).
4.5 Articles of Amendment to the Restated Articles of
Incorporation of Firstar Corporation creating
Series D Convertible Preferred Stock (Exhibit
4(e) to Amendment No. 1 to Registration Statement
No. 33-57225; incorporated herein by reference).
5 Opinion of Howard H. Hopwood III, Esq.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Howard H. Hopwood III, Esq. (included
in Exhibit 5).
24 Powers of Attorney.
EXHIBIT (5)
April 7, 1995
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (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 Warrant
Agreement dated as of October 15, 1991 between Investors Bank Corp.
("Investors") and Norwest Bank Minnesota, N.A., as Warrant Agent (the
"Warrant Agent"), as supplemented by the Supplemental Warrant Agreement to
be entered into between the Corporation and the Warrant Agent.
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 have also examined, or
caused to be examined, (i) the Warrant Agreement; (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;
(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 Warrant Agreement 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 108.0622(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
Consent of KPMG Peat Marwick LLP
The Board of Directors
Firstar Corporation:
We consent to use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the registration
statement.
KPMG PEAT MARWICK LLP
Milwaukee, Wisconsin
April 12, 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
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
