FIRSTAR CORP /WI/, S-4, 1996-03-06

FIRSTAR CORP /WI/
S-4, 1996-03-06
STATE COMMERCIAL BANKS

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Registration No. 33-_____

SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_______________________

FORM S-4
REGISTRATION STATEMENT
Under the Securities Act of 1933
_______________________
FIRSTAR CORPORATION
(Exact name of Registrant as
specified in its charter)
_______________________

Wisconsin 6022 39-0711710
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code No.) Identification
incorporation or No.)
organization)

777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 765-4321
(Address, including ZIP Code and telephone number, including area code,
of registrant's principal executive officers)
_______________________

Howard H. Hopwood III Copy to:
Senior Vice President & General Counsel Steven J. Johnson
Firstar Corporation Lindquist & Vennum P.L.L.P.
777 East Wisconsin Avenue 80 South 8th Street
Milwaukee, Wisconsin 53202 Suite 4200
(414) 765-5977 Minneapolis, Minnesota 55402
(Name, address, including ZIP Code, and
telephone number, including area code,
of agent for service)
_______________________

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. /__/
__________________________

CALCULATION OF REGISTRATION FEE

Title of Each Amount to be Proposed Proposed Amount of
Class of Registered(1) Maximum Maximum Registration
Securities to Offering Aggregate Fee
be Registered Price Per Offering
Unit Price

Common Stock 5,733,333 $17.5435(2) $100,582,932 $34,684
($1.25 par shares
value)

Preferred Share 2,866,667 (3) (3) (3)
Purchase rights
Rights

(1) Represents the maximum number of shares of Common Stock of Firstar
Corporation ("Firstar") and associated preferred Share Purchase
Rights issuable upon consummation of the mergers of Jacob Schmidt
Company ("JSC") and American Bancorporation, Inc. ("ABI") into
Firstar Corporation of Minnesota ("FCM") in separate transactions, as
described herein. Each share of Firstar Common Stock issued will
have attached thereto one-half of one Preferred Share Purchase Right.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f) under the Securities Act of 1933 based on the
sum of the $77,742,721 aggregate book value as of December 31, 1995
of the 34,983 shares of JSC common stock to be canceled in the merger
of JSC into FCM plus the $63,402,896 aggregate book value as of
December 31, 1995 of the 447,413 shares of ABI common stock not owned
by JSC to be canceled in the merger of ABI into FCM, less the
$40,562,685 aggregate cash to be paid by FCM in such mergers (using
the pricing formula described in the enclosed Joint Proxy Statement-
Prospectus and $45.25, the closing price of Firstar Common Stock on
the NYSE on March 4, 1996) divided by the number of shares of Firstar
common stock to be registered.
(3) The value attributable to the Preferred Share Purchase Rights is
reflected in the market price of the Firstar 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 the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

<PAGE>
FIRSTAR CORPORATION

Cross-Reference Sheet to
Proxy Statement-Prospectus Pursuant to
Rule 501(b) of Regulation S-K

Location in Proxy
Item of Form S-4 Statement-Prospectus

A. INFORMATION ABOUT THE TRANSACTION

1. Forepart of Registration
Statement and Outside Front Cover Cross Reference Sheet;
Page of Prospectus . . . . . . . Outside Front Cover Page of
Proxy Statement-Prospectus

2. Inside Front and Outside Back Available Information;
Cover Pages of Prospectus . . . . Incorporation of Certain
Information by Reference

3. Risk Factors, Ratio of Earnings Summary
to Fixed Charges and Other
Information . . . . . . . . . . .

4. Terms of the Transaction . . . . Summary; Proposed Merger

5. Pro Forma Financial Information . *

6. Material Contacts with the Proposed Mergers
Company Being Acquired . . . . .

7. Additional Information Required *
for Reoffering by Persons and
Parties Deemed to be Underwriters

8. Interests of Named Experts and Experts; Opinions
Counsel . . . . . . . . . . . . .

9. Disclosure of Commission Position *
on Indemnification for Securities
Act Liabilities . . . . . . . . .

B. INFORMATION ABOUT THE REGISTRANT

10. Information with Respect to S-3 Firstar Corporation;
Registrants . . . . . . . . . . . Comparative Rights of
Stockholders

11. Incorporation of Certain Incorporation of Certain
Information by Reference . . . . Information by Reference

12. Information with Respect to S-2 *
or S-3 Registrants . . . . . . .

13. Incorporation of Certain *
Information by Reference . . . .

14. Information with Respect to *
Registrants other than S-3 or S-2
Registrants . . . . . . . . . . .

C. INFORMATION ABOUT THE COMPANY BEING
ACQUIRED

15. Information with Respect to S-3 *
Companies . . . . . . . . . . . .

16. Information with Respect to S-2 *
or S-3 Companies . . . . . . . .

17. Information with Respect to
Companies other than S-3 or S-2 Summary; Jacob Schmidt
Companies . . . . . . . . . . . . Company; American
Bancorporation, Inc.;
Comparative Rights of
Stockholders; Index to JSC
and ABI Financial
Statements

D. VOTING AND MANAGEMENT INFORMATION

18. Information if Proxies, Consents Outside Front Cover Page of
and Authorizations are to be Proxy Statement-Prospectus;
Solicited . . . . . . . . . . . . Summary; Meeting
Information; Proposed
Merger

19. Information if Proxies, Consents *
or Authorizations are not to be
Solicited or in an Exchange Offer

__________________

* Omitted because answer to item is negative or item is not applicable.

<PAGE>

EXPLANATORY NOTE

This registration statement contains two forms of Proxy
Statement-Prospectus: one in the form to be sent to stockholders of Jacob
Schmidt Company (the "JSC Proxy Statement Prospectus"), and one in the
form to be sent to stockholders of American Bancorporation, Inc. (the "ABI
Proxy Statement-Prospectus"). The two are the same except for the cover
letter and Notice of Special Meeting of Stockholders. The form of the JSC
Proxy Statement-Prospectus is included herein and certain pages are
followed by those pages to be used in the ABI Proxy Statement-Prospectus
that differ from those in the JSC Proxy Statement-Prospectus. Each such
page of the ABI Proxy Statement-Prospectus included herein is labeled
"Alternate Page of ABI Proxy Statement-Prospectus."

<PAGE>
[JSC Logo]

JACOB SCHMIDT COMPANY

March __, 1996

Dear Stockholder:

We are pleased to enclose materials relating to a Special Meeting of
Common Stockholders of Jacob Schmidt Company ("JSC") to be held at ______
[a.m./p.m.] (local time), on ________, April __, 1996, at the
_________________________, St. Paul, Minnesota.

The primary purpose of the Special Meeting is to consider and vote on
an Agreement and Plan of Reorganization among Firstar Corporation
("Firstar"), Firstar Corporation of Minnesota ("FCM"), a subsidiary of
Firstar, JSC and American Bancorporation, Inc., a subsidiary of JSC
("ABI"), dated as of January 10, 1996 (the "Reorganization Agreement"),
and the Plan of Merger attached thereto (together with the Reorganization
Agreement, the "JSC Merger Agreements"), relating to the proposed merger
of JSC with and into FCM (the "JSC Merger").

Under the terms of the JSC Merger Agreements and upon consummation of
the JSC Merger, each outstanding share of JSC's common stock, no par value
("JSC Common Stock"), will be converted into the right to receive the
amount of cash and/or the number of shares of Firstar's common stock,
$1.25 par value, including associated Preferred Share Purchase Rights
("Firstar Common Stock"), specified in the JSC Merger Agreements. The
value of the cash and/or shares of Firstar Common Stock to be received for
each share of JSC Common Stock will range from approximately $3,298.95 to
approximately $3,445.93, depending on the average trading price of Firstar
Common Stock on the New York Stock Exchange during a specified period
prior to the closing, subject to further adjustment in certain
circumstances.

In addition to voting on the JSC Merger, JSC stockholders will
consider and vote on ABI's Change of Control Incentive Plan (the "Plan")
and on certain severance agreements (the "Severance Agreements") between
ABI and certain executive officers of ABI and its bank subsidiaries.

The enclosed Joint Proxy Statement of JSC and ABI and Prospectus of
Firstar contains a more complete description of the terms of the proposed
JSC Merger, the Plan and the Severance Agreements. You are urged to read
the Joint Proxy Statement-Prospectus carefully.

The Board of Directors has unanimously approved the JSC Merger
Agreements as being in the best interests of JSC and its stockholders and
recommends that holders of JSC Common Stock vote in favor of the JSC
Merger. In making this recommendation, the Board of Directors has
considered numerous factors, including, but not limited to, the
consideration offered by Firstar, the structure of the proposed JSC Merger
and the recent results of operations and financial position of JSC and
Firstar. The Board of Directors also unanimously recommends that holders
of JSC Common Stock vote in favor of the Plan and the Severance Agreements.

The Board of Directors of JSC has received an opinion of Piper
Jaffray Inc., financial advisor to JSC and ABI, that the consideration to
be received by holders of ABI Common Stock pursuant to the Reorganization
Agreement is fair, from a financial point of view, to the holders of ABI
Common Stock. The consideration to be received by holders of JSC Common
stock pursuant to the JSC Merger Agreements is based on the consideration
to be received by holders of ABI Common Stock in the merger of ABI with
and into FCM as provided in the Reorganization Agreement, and includes
additional consideration based on the other assets of JSC. A copy of this
opinion is included as Appendix D to the attached Joint Proxy Statement-
Prospectus.

Whether or not you plan to attend the Special Meeting, holders of JSC
Common Stock are asked to please fill out, sign, and date the enclosed
proxy card, and return it promptly in the accompanying envelope, which
requires no postage if mailed in the United States. If you later find
that you may be present at the Special Meeting or for any other reason
desire to revoke your proxy, you may do so at any time before it is voted.

George B. Benz
President

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES AT THIS TIME. IF THE JSC
MERGER IS CONSUMMATED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE
SURRENDER OF YOUR STOCK CERTIFICATES.

<PAGE>
[JSC Logo]

JACOB SCHMIDT COMPANY

c/o American Bancorporation, Inc.
American Bank Building
101 East Fifth Street
St. Paul, Minnesota 55101

___________________________

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held April __, 1996

___________________________

To the Stockholders of Jacob Schmidt Company:

NOTICE IS HEREBY GIVEN that a special meeting of the holders of
Common Stock of Jacob Schmidt Company, a Minnesota corporation ("JSC")
(such stock, "JSC Common Stock"), will be held at
_________________________, St. Paul, Minnesota, on April __, 1996, at
______ [a.m./p.m.] local time, for the following purposes:

1. To consider and vote upon the approval and adoption of an
Agreement and Plan of Reorganization and a Plan of Merger (the "JSC
Merger Agreements"), each dated as of January 10, 1996, that provide
for, among other things, the merger (the "JSC Merger") of JSC with
and into Firstar Corporation of Minnesota, a wholly owned subsidiary
of Firstar Corporation, and the conversion of the outstanding shares
of JSC Common Stock into the right to receive cash and/or shares of
Firstar Common Stock and associated Preferred Share Purchase Rights,
as described in the Joint Proxy Statement-Prospectus accompanying
this Notice.

2. To consider and vote upon the approval by JSC, as a
stockholder of American Bancorporation, Inc., a Delaware corporation
("ABI"), of the Change of Control Incentive Plan adopted by the Board
of Directors of ABI.

3. To consider and vote upon the approval by JSC, as a
stockholder of ABI, of certain Change of Control Executive Severance
Pay Agreements between ABI and certain executive officers of ABI and
its bank subsidiaries.

4. To transact such other business as may properly be brought
before the Special Meeting or any adjournments thereof.

The close of business on March __, 1996 has been fixed as the
record date for the determination of stockholders entitled to notice of,
and to vote at, the Special Meeting and any adjournment or postponement
thereof.

Holders of JSC Common Stock have the statutory right, if the JSC
Merger is consummated, to receive payment in cash for the "fair value" of
their shares of JSC Common Stock upon compliance with the provisions of
Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act.
To perfect these appraisal rights, a holder of JSC Common Stock must
deliver a written demand for appraisal before the vote on the JSC Merger
by the holders of JSC Common Stock is taken and must otherwise comply with
this statute. A copy of Sections 302A.471 and 302A.473 of the Minnesota
Business Corporation Act is attached as Appendix A to the Joint Proxy
Statement-Prospectus.

The Special Meeting may be postponed or adjourned from time to
time by announcement at the Special Meeting of such postponement or
adjournment, and any and all business for which notice is hereby given may
be transacted at the postponed or adjourned Special Meeting.

THE BOARD OF DIRECTORS OF JSC BELIEVES THE PROPOSED JSC MERGER
IS IN THE BEST INTERESTS OF JSC AND ITS STOCKHOLDERS AND UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS OF JSC VOTE "FOR" PROPOSAL NUMBER (1),
PROPOSAL NUMBER (2) AND PROPOSAL NUMBER (3) ABOVE.

Whether or not you plan to attend the Special Meeting, holders
of JSC Common Stock are asked to please complete, date and sign the
enclosed proxy, which is solicited by the Board of Directors of JSC, and
return it promptly in the accompanying envelope. The giving of such proxy
does not affect your right to vote in person in the event you attend the
Special Meeting. You may revoke the proxy at any time prior to its
exercise in the manner described in the Joint Proxy Statement-Prospectus.

By Order of the Board of Directors,

George B. Benz, President
St. Paul, Minnesota
March __, 1996

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES AT THIS TIME. IF THE JSC
MERGER IS CONSUMMATED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE
SURRENDER OF YOUR STOCK CERTIFICATES.

<PAGE>
[ALTERNATIVE PAGE OF ABI PROXY STATEMENT-PROSPECTUS]

[ABI Logo]

AMERICAN BANCORPORATION, INC.

March __, 1996

Dear Stockholder:

We are pleased to enclose materials relating to a Special Meeting of
Common Stockholders of American Bancorporation, Inc. ("ABI") to be held at
______ [a.m./p.m.] (local time), on ________, April __, 1996, at the
_________________________, St. Paul, Minnesota.

The primary purpose of the Special Meeting is to consider and vote on
an Agreement and Plan of Reorganization among Firstar Corporation
("Firstar"), Firstar Corporation of Minnesota ("FCM"), a subsidiary of
Firstar, Jacob Schmidt Company ("JSC") and ABI, a subsidiary of JSC, dated
as of January 10, 1996 (the "Reorganization Agreement"), and the Plan of
Merger attached thereto (together with the Reorganization Agreement, the
"ABI Merger Agreements"), relating to, among other things, the proposed
merger of ABI with and into FCM (the "ABI Merger").

Under the terms of the ABI Merger Agreements and upon consummation of
the ABI Merger, each outstanding share of ABI's common stock, no par value
("ABI Common Stock"), other than shares currently held by JSC, will be
converted into the right to receive the amount of cash and/or the number
of shares of Firstar's common stock, $1.25 par value, including associated
Preferred Share Purchase Rights ("Firstar Common Stock"), specified in the
ABI Merger Agreements. The value of the cash and/or shares of Firstar
Common Stock to be received for each share of ABI Common Stock will range
from approximately $222.60 to approximately $233.46, depending on the
average trading price of Firstar Common Stock on the New York Stock
Exchange during a specified period prior to the closing, subject to
further adjustment in certain circumstances.

In addition to voting on the ABI Merger, ABI stockholders will
consider and vote on ABI's Change of Control Incentive Plan (the "Plan")
and on certain severance agreements (the "Severance Agreements") between
ABI and certain executive officers of ABI and its bank subsidiaries.

The enclosed Joint Proxy Statement of JSC and ABI and Prospectus of
Firstar contains a more complete description of the terms of the proposed
ABI Merger, the Plan and the Severance Agreements. You are urged to read
the Joint Proxy Statement-Prospectus carefully.

The Board of Directors has unanimously approved the ABI Merger
Agreements as being in the best interests of ABI and its stockholders and
recommends that holders of ABI Common Stock vote in favor of the ABI
Merger. In making this recommendation, the Board of Directors has
considered numerous factors, including, but not limited to, the
consideration offered by Firstar, the structure of the proposed ABI Merger
and the recent results of operations and financial position of ABI and
Firstar. The Board of Directors also unanimously recommends that holders
of ABI Common Stock vote in favor of the Plan and the Severance Agreements.

The Board of Directors of ABI has received an opinion of Piper
Jaffray Inc., financial advisor to ABI and JSC, that the consideration to
be received by holders of ABI Common Stock pursuant to the Reorganization
Agreement is fair, from a financial point of view, to holders of ABI
Common Stock. A copy of this opinion is included as Appendix E to the
attached Joint Proxy Statement-Prospectus.

Whether or not you plan to attend the Special Meeting, holders of ABI
Common Stock are asked to please fill out, sign, and date the enclosed
proxy card, and return it promptly in the accompanying envelope, which
requires no postage if mailed in the United States. If you later find
that you may be present at the Special Meeting or for any other reason
desire to revoke your proxy, you may do so at any time before it is voted.

Victor P. Reim
Chairman and Chief Executive Officer

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES AT THIS TIME. IF THE ABI
MERGER IS CONSUMMATED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE
SURRENDER OF YOUR STOCK CERTIFICATES.

<PAGE>
[ALTERNATE PAGE OF ABI PROXY STATEMENT-PROSPECTUS]

[ABI Logo]

AMERICAN BANCORPORATION, INC.

American Bank Building
101 East Fifth Street
St. Paul, Minnesota 55101

___________________________

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held April __, 1996

___________________________

To the Stockholders of American Bancorporation, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of the holders of
Common Stock of American Bancorporation, Inc., a Delaware corporation
("ABI") (such stock, "ABI Common Stock"), will be held at
_________________________, St. Paul, Minnesota, on April __, 1996, at
______ [a.m./p.m.] local time, for the following purposes:

1. To consider and vote upon the approval and adoption of an
Agreement and Plan of Reorganization and a Plan of Merger (the "ABI
Merger Agreements"), each dated as of January 10, 1996, that provide
for, among other things, the merger (the "ABI Merger") of ABI with
and into Firstar Corporation of Minnesota, a wholly owned subsidiary
of Firstar Corporation, the conversion of the outstanding shares of
ABI Common Stock into the right to receive cash and/or shares of
Firstar Common Stock and associated Preferred Share Purchase Rights,
as described in the Joint Statement-Prospectus accompanying this
Notice.

2. To consider and vote upon approval of the Change of Control
Incentive Plan adopted by the Board of Directors of ABI.

3. To consider and vote upon the approval of certain Change of
Control Executive Severance Pay Agreements between ABI and certain
executive officers of ABI and its bank subsidiaries.

4. To transact such other business as may properly be brought
before the Special Meeting or any adjournments thereof.

Holders of ABI Common Stock have the statutory right, if the ABI
Merger is consummated, to receive payment in cash for the "fair value" of
their shares of ABI Common Stock upon compliance with the provisions of
Section 262 of the Delaware General Corporation Law. To perfect these
appraisal rights, a holder of ABI Common Stock must deliver a written
demand for appraisal before the vote on the ABI Merger by the holders of
ABI Common Stock is taken and must otherwise comply with this statute. A
copy of Section 262 of the Delaware General Corporation Law is attached as
Appendix B to the Joint Proxy Statement-Prospectus.

<PAGE>
[ALTERNATIVE PAGE OF ABI PROXY STATEMENT-PROSPECTUS]

THE BOARD OF DIRECTORS OF ABI BELIEVES THE PROPOSED ABI MERGER
IS IN THE BEST INTERESTS OF ABI AND ITS STOCKHOLDERS AND UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS OF ABI VOTE "FOR" PROPOSAL NUMBER (1),
PROPOSAL NUMBER (2) AND PROPOSAL NUMBER (3) ABOVE.

Whether or not you plan to attend the Special Meeting, holders
of ABI Common Stock are asked to please complete, date and sign the
enclosed proxy, which is solicited by the Board of Directors of ABI, and
return it promptly in the accompanying envelope. The giving of such proxy
does not affect your right to vote in person in the event you attend the
Special Meeting. You may revoke the proxy at any time prior to its
exercise in the manner described in the Joint Proxy Statement-Prospectus.

By Order of the Board of Directors,

Victor P. Reim, Chairman and Chief
Executive Officer
St. Paul, Minnesota
March __, 1996

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES AT THIS TIME. IF THE ABI
MERGER IS CONSUMMATED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE
SURRENDER OF YOUR STOCK CERTIFICATES.

<PAGE>
[Firstar Logo] [JSC Logo] [ABI Logo]

JOINT PROXY STATEMENT

Special Meeting of Special Meeting of
Stockholders Stockholders
of of
JACOB SCHMIDT COMPANY AMERICAN BANCORPORATION, INC.
c/o American Bancorporation, American Bank Building
Inc. 101 East Fifth Street
American Bank Building St. Paul, Minnesota 55101
101 East Fifth Street (612) 298-6100
St. Paul, Minnesota 55101
(612) - 298-6100
____________________

PROSPECTUS

FIRSTAR CORPORATION
____________________

This Joint Proxy Statement-Prospectus is being furnished to the
stockholders of Jacob Schmidt Corporation, a Minnesota corporation
("JSC"), and to the stockholders of American Bancorporation, Inc., a
Delaware corporation and subsidiary of JSC ("ABI"), in connection with the
solicitation of proxies of common stockholders of JSC by the Board of
Directors of JSC and of common stockholders of ABI by the Board of
Directors of ABI, in each case for use at the respective special meetings
of such stockholders to be held on April __, 1996, at
_________________________, St. Paul, Minnesota, commencing at ______
[a.m./p.m.], local time, and any adjournments or postponements thereof
(the "JSC Special Meeting"), in the case of JSC, and to be held on the
same date and place at _____[a.m./p.m.], local time and any adjournments
or postponements thereof (the "ABI Special Meeting," and together with the
JSC Special Meeting, the "Special Meetings") in the case of ABI. At the
JSC Special Meeting, holders of JSC's common stock, $100 par value ("JSC
Common Stock"), will consider and vote upon the approval and adoption of
an Agreement and Plan of Reorganization dated as of January 10, 1996 (the
"Reorganization Agreement"), among JSC, ABI, Firstar Corporation, a
Wisconsin corporation ("Firstar"), and Firstar Corporation of Minnesota, a
Minnesota corporation and wholly owned subsidiary of Firstar ("FCM"), and
a related Plan of Merger, dated as of January 10, 1996, by and among JSC,
FCM and Firstar (together the "JSC Merger Agreements"), which provide for,
among other things, the merger of JSC with and into FCM (the "JSC
Merger"), and will consider and vote upon the approval by JSC, as a
stockholder of ABI, of the Change of Control Incentive Plan adopted by the
Board of Directors of ABI (the "Change of Control Incentive Plan") and the
approval by JSC, as a stockholder of ABI, of certain Change of Control
Executive Severance Pay Agreements between ABI and certain executive
officers of ABI and its bank subsidiaries (collectively, the "Severance
Agreements"). At the ABI Special Meeting, holders of ABI's common stock,
no par value ("ABI Common Stock"), will consider and vote upon the
approval and adoption of the Reorganization Agreement, and a related Plan
of Merger dated as of January 10, 1996, by and among ABI, FCM and Firstar
(together the "ABI Merger Agreements," and along with the JSC Merger
Agreements, the "Merger Agreements"), which provide for, among other
things, the merger of ABI with and into FCM (the "ABI Merger", and
together with the JSC Merger, the "Mergers"), and will consider and vote
upon the approval of the Change of Control Incentive Plan and the approval
of the Severance Agreements. See "PROPOSED MERGERS," "OTHER PROPOSALS-
-Proposal Two: Change of Control Incentive Plan" and "--Proposal Three:
Severance Agreements."

Under the JSC Merger Agreements, each outstanding share of JSC
Common Stock will be converted into the right to receive cash and/or
shares of Firstar's common stock, $1.25 par value, and associated
Preferred Share Purchase Rights (collectively referred to herein as
"Firstar Common Stock"), as described herein, except shares of JSC Common
Stock with respect to which appraisal rights have been perfected under
Sections 402A.471 and 402A.473 of the Minnesota Business Corporation Act
("MBCA"). For a more complete description of the JSC Merger Agreements
and the terms of the JSC Merger, see "PROPOSED MERGERS."

Under the ABI Merger Agreements, each outstanding share of ABI
Common Stock will be converted into the right to receive cash and/or
shares of Firstar Common Stock, as described herein, except shares of ABI
Common Stock with respect to which appraisal rights have been perfected
under Section 262 of the Delaware General Corporation Law ("DGCL") and
shares of ABI Common Stock currently held by JSC. For a more complete
description of the ABI Merger Agreements and the terms of the ABI Merger,
see "PROPOSED MERGERS."

This Joint Proxy Statement-Prospectus also constitutes a
prospectus of Firstar with respect to shares of Firstar Common Stock to be
issued in the Mergers in exchange for outstanding shares of JSC Common
Stock and ABI Common Stock.

__________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS ANY SUCH COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT-
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________________

Copies of this Joint Proxy Statement-Prospectus are first being
mailed to stockholders of JSC and stockholders of ABI on or about
March __, 1996.

The date of this Joint Proxy Statement-Prospectus is March __, 1996.
__________________

<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"). Such
reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material may also be obtained
from the Public Reference Section of the Commission, 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 filed
by Firstar with such exchanges may 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.

This Joint Proxy Statement-Prospectus does not contain all of
the information set forth in the Registration Statement on Form S-4 and
exhibits thereto (the "Registration Statement") covering the securities
offered hereby which Firstar has filed with the Commission, certain
portions of which have been omitted pursuant to the rules and regulations
of the Commission, and to which portions reference is hereby made for
further information with respect to Firstar and the securities offered
hereby.

No person is authorized to give any information or make any
representation not contained in this Joint Proxy Statement-Prospectus and,
if given or made, the information or representation should not be relied
upon as having been authorized by Firstar, FCM, JSC or ABI. This Joint
Proxy Statement-Prospectus does not constitute an offer to sell or a
solicitation of an offer to purchase the securities offered hereby, or the
solicitation of a proxy, in any jurisdiction to or from any person to whom
it is unlawful to make such offer or solicitation of an offer or proxy in
such jurisdiction. Neither the delivery of this Joint Proxy Statement-
Prospectus nor any distribution of the securities to which this Joint
Proxy Statement-Prospectus relates shall, under any circumstances, create
any implication that there has been no change in the affairs of Firstar,
FCM, JSC or ABI since the date of this Joint Proxy Statement-Prospectus.

<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Joint Proxy Statement-Prospectus incorporates documents by
reference which are not presented herein or delivered herewith. Copies of
such documents, excluding exhibits unless specifically incorporated
herein, are available upon request without charge from Mr. William H.
Risch, Senior Vice President-Finance and Treasurer, Firstar Corporation,
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (telephone (414)
765-4985). In order to ensure timely delivery of the documents, any
request should be made by _________ __, 1996.

The following documents filed with the Commission are
incorporated herein by reference:

(a) Firstar's Annual Report on Form 10-K for the year ended
December 31, 1994; and

(b) All other reports filed by Firstar pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
since December 31, 1994; and

(c) the description of Firstar Common Stock (including the
Preferred Share Purchase Rights) contained in Firstar's registration
statements filed pursuant to Section 12 of the Exchange Act and any
amendment or report filed for the purpose of updating such
description.

All documents filed by Firstar pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the Special Meetings will be deemed to be incorporated by
reference into this Joint Proxy Statement-Prospectus and to be a part
hereof from the date of filing of the documents.

Any statement contained in a document incorporated by reference
herein or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes hereof 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 statement so modified or superseded shall
not be deemed to constitute a part hereof except as so modified or
superseded.

<PAGE>
JACOB SCHMIDT COMPANY,
AMERICAN BANCORPORATION, INC.
AND
FIRSTAR CORPORATION

JOINT PROXY STATEMENT-PROSPECTUS

TABLE OF CONTENTS
Page

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Companies . . . . . . . . . . . . . . . . . . . . . . . . . 6
Proposed Mergers . . . . . . . . . . . . . . . . . . . . . . . . 6
The Special Meetings . . . . . . . . . . . . . . . . . . . . . . 7
Votes Required; Voting Agreements . . . . . . . . . . . . . . . 8
Recommendations of the Boards of Directors . . . . . . . . . . . 9
Opinions of Financial Advisor . . . . . . . . . . . . . . . . . 9
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . 9
Certain Federal Income Tax Consequences of the Mergers . . . . . 10
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . 10
Date of Mergers . . . . . . . . . . . . . . . . . . . . . . . . 10
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . 10
Dividends on JSC Stock and ABI Stock . . . . . . . . . . . . . . 11
Management and Operations After the Mergers . . . . . . . . . . 11
Waivers and Amendments to the Merger Agreements . . . . . . . . 11
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . 12
Interests of Certain Persons in the Mergers . . . . . . . . . . 12
Resales of Firstar Common Stock by Affiliates . . . . . . . . . 12
Preferred Share Purchase Rights . . . . . . . . . . . . . . . . 12
Markets and Market Prices . . . . . . . . . . . . . . . . . . . 13
Comparative Per Common Share Data . . . . . . . . . . . . . . . 14
Selected Consolidated Financial Data of Firstar . . . . . . . . 16
Selected Consolidated Financial Data of JSC . . . . . . . . . . 17
Selected Consolidated Financial Data of ABI . . . . . . . . . . 18

SPECIAL MEETINGS INFORMATION . . . . . . . . . . . . . . . . . . . . 19
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Date, Place and Times . . . . . . . . . . . . . . . . . . . . . 19
Record Dates; Votes Required and Revocation of Proxies . . . . . 19
Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . 21
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . 22

PROPOSED MERGERS . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Background of the Mergers . . . . . . . . . . . . . . . . . . . 22
Reasons for the Mergers; Recommendation of Boards of Directors . 25
Opinions of Financial Advisor . . . . . . . . . . . . . . . . . 26
Terms of the Mergers . . . . . . . . . . . . . . . . . . . . . . 31
Effective Times of the Mergers . . . . . . . . . . . . . . . . . 34
Surrender of Certificates . . . . . . . . . . . . . . . . . . . 35
Conditions to the Mergers . . . . . . . . . . . . . . . . . . . 36
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . 37
Business Pending the Mergers . . . . . . . . . . . . . . . . . . 38
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Termination, Amendment and Waiver . . . . . . . . . . . . . . . 40
Management and Operations After the Mergers . . . . . . . . . . 41
Interests of Certain Persons in the Mergers . . . . . . . . . . 42
Effect on Employee Benefits . . . . . . . . . . . . . . . . . . 44
Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . 45
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Certain Federal Income Tax Consequences . . . . . . . . . . . . 46
Shareholder Agreement . . . . . . . . . . . . . . . . . . . . . 47
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . 47
Resale of Firstar Common Stock . . . . . . . . . . . . . . . . . 47
Appraisal Rights . . . . . . . . . . . . . . . . . . . . . . . . 47

COMPARATIVE RIGHTS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . 51
Jacob Schmidt Company . . . . . . . . . . . . . . . . . . . . . 51
American Bancorporation, Inc. . . . . . . . . . . . . . . . . . 55

OTHER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Proposal Two: Approval of Change of Control Incentive Plan . . . 60
Proposal Three: Approval of Severance Agreements . . . . . . . 62

FIRSTAR CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . 64
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Supervision . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Other Acquisitions and Transactions . . . . . . . . . . . . . . 66
Incorporation of Certain Information by Reference . . . . . . . 66

JACOB SCHMIDT COMPANY . . . . . . . . . . . . . . . . . . . . . . . . 67
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Management's Discussion and Analysis of JSC's Results of
Operations and Financial Position . . . . . . . . . . . . . 67
JSC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 69
Security Ownership of Directors, Executive Officers and
Principal Stockholders . . . . . . . . . . . . . . . . . . 69

AMERICAN BANCORPORATION, INC. . . . . . . . . . . . . . . . . . . . . 70
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Management's Discussion and Analysis of ABI's Results of
Operations and Financial Position . . . . . . . . . . . . . 71
ABI Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 83
Security Ownership of Directors, Executive Officers and
Principal Stockholder . . . . . . . . . . . . . . . . . . . 84

OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85

INDEX TO JSC AND ABI FINANCIAL STATEMENTS . . . . . . . . . . . . . . F-1

APPENDIX A - Sections 302A.471 and 302A.473 of the Minnesota
Business Corporation Act
APPENDIX B - Section 262 of the Delaware General
Corporation Law
APPENDIX C - Merger Agreements
APPENDIX D - Fairness Opinion of Piper Jaffray Inc. to
the Board of Directors of JSC
APPENDIX E - Fairness Opinion of Piper Jaffray Inc. to the
Board of Directors of ABI
APPENDIX F - Examples of Price Per JSC Share Based Upon
Various Market Values of Firstar Common
Stock
APPENDIX G - Examples of Price Per ABI Share Based Upon
Various Market Values of Firstar Common
Stock

<PAGE>
SUMMARY

The following is a brief summary of certain information with
respect to matters to be considered at the Special Meetings. As used in
this Joint Proxy Statement-Prospectus, the terms "Firstar," "JSC" and
"ABI" refer to such corporations, respectively, and except where the
context otherwise requires, such entities and their respective
subsidiaries. All information concerning Firstar included in this Joint
Proxy Statement-Prospectus has been furnished by Firstar, all information
concerning JSC has been furnished by JSC, and all information concerning
ABI has been furnished by ABI. This summary is not intended to be
complete and is qualified in its entirety by reference to the more
detailed information contained elsewhere in this Joint Proxy Statement of
JSC and ABI and Prospectus of Firstar, including the appendices hereto,
and the documents incorporated in this Joint Proxy Statement-Prospectus by
reference (this "Proxy Statement-Prospectus"). Stockholders are urged to
review carefully the entire Proxy Statement-Prospectus.

The Companies

Firstar Corporation and Firstar Corporation of Minnesota

Firstar, a Wisconsin corporation whose common stock is listed on
the New York Stock Exchange ("NYSE") and the Chicago Stock Exchange, is a
multi-bank holding company organized in 1929. The principal assets of
Firstar are investments in 18 banks with offices located in the states of
Wisconsin, Minnesota, Illinois, Iowa and Arizona. On December 31, 1995,
Firstar had consolidated total assets of $19.2 billion and stockholders'
equity of $1.5 billion. Firstar's principal executive offices are located
at 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 (telephone:
(414) 765-4321). See "FIRSTAR CORPORATION." FCM, a wholly owned subsidiary
of Firstar, owns one bank with 31 offices located in Minnesota.

Jacob Schmidt Company

JSC, a Minnesota corporation, is a bank holding company
originally organized in 1899 for the purpose of brewing and distilling
alcoholic beverages. Currently, the sole business activity of JSC is
holding 51.42% of the outstanding shares of ABI Common Stock, as well as
other equity and debt securities on which it collects dividends and
interest. On December 31, 1995, JSC had consolidated total assets of
$78.9 million and stockholders' equity of $77.7 million. JSC's principal
executive offices are located on the premises of ABI, at Suite 2200,
American Bank Building, 101 East Fifth Street, St. Paul, Minnesota 55101
(telephone: (612) 298-6100).

American Bancorporation, Inc.

ABI, a Delaware corporation, is a bank holding company that
commenced operations in 1969. ABI holds four subsidiary banks: American
Bank N.A., located in St. Paul, Minnesota; American Commercial Bank,
located in St. Paul, Minnesota; American Bank Moorhead, located in
Moorhead, Minnesota, and American Bank Lake City, located in Lake City,
Minnesota. The principal asset of ABI is its investment in its subsidiary
banks. On December 31, 1995, ABI had consolidated total assets of $1.22
billion and stockholders' equity of $121 million. ABI's principal
executive offices are located at Suite 2200, American Bank Building, 101
East Fifth Street, St. Paul, Minnesota 55101 (telephone: (612) 298-6100).

Proposed Mergers

Firstar, FCM, JSC and ABI have entered into an Agreement and
Plan of Reorganization dated as of January 10, 1996. Firstar, FCM and JSC
have entered into a related Plan of Merger dated as of January 10, 1996,
providing for, among other things, the merger of JSC with and into FCM, as
a result of which Firstar will directly own 100% of the stock of the
surviving corporation, FCM. Firstar, FCM and ABI have also entered into a
related Plan of Merger dated as of January 10, 1996, providing for, among
other things, the merger of ABI with and into FCM, as a result of which
Firstar will directly own 100% of the stock of the surviving corporation,
FCM. If the Mergers are consummated, JSC stockholders will no longer hold
any interests in JSC and ABI stockholders will no longer hold any
interests in ABI other than, in each case, indirectly through their
respective interests in Firstar Common Stock. After the Mergers, the
rights of JSC stockholders and ABI stockholders will be governed by
Wisconsin law and the Restated Articles of Incorporation and Bylaws of
Firstar. See "PROPOSED MERGERS."

Upon consummation of the JSC Merger, each outstanding share of
JSC Common Stock, except shares as to which dissenters' rights are
perfected, will be converted into the right to receive the amount of cash
and/or the number of shares of Firstar Common Stock specified in the JSC
Merger Agreements. The value of the cash and/or shares of Firstar Common
Stock to be received for each share of JSC Common Stock will range from
approximately $3,298.95 to approximately $3,445.93, depending on the
average of the daily closing price of Firstar Common Stock on the NYSE
during a specified period prior to the closing, subject to further
adjustment in certain circumstances. See "PROPOSED MERGERS--Terms of the
Mergers"; and "--Appraisal Rights."

Upon consummation of the ABI Merger, each outstanding share of
ABI Common Stock, except shares as to which dissenters' rights are
perfected and shares currently held by JSC, will be converted into the
right to receive the amount of cash and/or the number of shares of Firstar
Common Stock specified in the ABI Merger Agreements. The value of the
cash and/or shares of Firstar Common Stock to be received for each share
of ABI Common Stock will range from approximately $222.60 to approximately
$233.46, depending on the average of the daily closing price of Firstar
Common Stock on the NYSE during a specified period prior to the closing,
subject to further adjustment in certain circumstances. See "PROPOSED
MERGERS--Terms of the Mergers"; and "--Appraisal Rights."

The consideration to be received by JSC and ABI stockholders
will not be affected by the approval or disapproval of the Change of
Control Incentive Plan or the Severance Agreements, or by any payments
made pursuant to the Change of Control Incentive Plan or the Severance
Agreements. See "OTHER PROPOSALS."

Firstar has previously announced that it intends to repurchase
as many shares of Firstar Common Stock as it will issue to holders of JSC
Common Stock and ABI Common Stock pursuant to the Mergers. Such
repurchase will be made through a series of market transactions and will
be subject to market conditions and other factors and no assurance can be
given that Firstar will actually repurchase all of such shares of Firstar
Common Stock.

The Special Meetings

Jacob Schmidt Company

The JSC Special Meeting will be held at ______________________,
St. Paul, Minnesota on April __, 1996, at _____ [a.m./p.m.], local time.
The close of business on March __, 1996 is the record date (the "JSC
Record Date") for determining the stockholders of record of JSC entitled
to notice of and to vote at the JSC Special Meeting and any postponement
or adjournments thereof. The purpose of the JSC Special Meeting is to
consider and vote upon a proposal to approve the JSC Merger Agreements and
to consider and vote upon the approval by JSC, as a stockholder of ABI, of
the Change of Control Incentive Plan and the Severance Agreements. For
additional information relating to the JSC Special Meeting, see "SPECIAL
MEETINGS INFORMATION."

American Bancorporation, Inc.

The ABI Special Meeting will be held at
_________________________, St. Paul, Minnesota, on April __, 1996, at
______ [a.m./p.m.], local time. The close of business on March __, 1996
is the record date (the "ABI Record Date") for determining the
stockholders of record of ABI entitled to notice of and to vote at the ABI
Special Meeting and any postponement or adjournments thereof. The purpose
of the ABI Special Meeting is to consider and vote upon a proposal to
approve the Merger Agreements and to consider and vote upon the Change of
Control Incentive Plan and the Severance Agreements. For additional
information relating to the ABI Special Meeting, see "SPECIAL MEETINGS
INFORMATION."

Votes Required; Voting Agreements

Jacob Schmidt Company

The MBCA requires that the JSC Merger Agreements be approved by
the affirmative vote of a majority of the outstanding shares of JSC Common
Stock entitled to vote at the JSC Special Meeting. As of the JSC Record
Date, there were 34,983 outstanding shares of JSC Common Stock, each of
which is entitled to one vote. The Change of Control Incentive Plan and
the Severance Agreements must both be approved by the affirmative vote of
more than 75% of the outstanding shares of JSC Common Stock entitled to
vote at the JSC Special Meeting that are not held by individuals who could
receive payments under the Change of Control Incentive Plan or the
Severance Agreements.

Holders of JSC Common Stock who vote to approve the JSC Merger
Agreements are not required to vote to approve the Change of Control
Incentive Plan or the Severance Agreements, and the approval of the Change
of Control Incentive Plan and the Severance Agreements by the holders of
JSC Common Stock is not a condition to the Mergers. Holders of JSC Common
Stock may vote to approve the JSC Merger Agreements and vote to not
approve the Change of Control Incentive Plan or the Severance Agreements.
See "SPECIAL MEETINGS INFORMATION -- Record Dates; Votes Required and
Revocation of Proxies."

As of the JSC Record Date, directors and executive officers of
JSC owned beneficially approximately 2.5% of the outstanding shares of JSC
Common Stock. Certain directors and executive officers of JSC have
entered into separate agreements with Firstar (each a "JSC Voting
Agreement") to vote their shares of JSC Common Stock in favor of the JSC
Merger. A total of 873.5836 shares or approximately 2.5% of the
outstanding shares of JSC Common Stock are covered by the JSC Voting
Agreements. As of the JSC Record Date, directors and executive officers
of Firstar owned no shares of JSC Common Stock. See "SPECIAL MEETINGS
INFORMATION--Record Dates; Voting and Revocation of Proxies"; and "--
Voting Agreements."

American Bancorporation, Inc.

The DGCL requires that the ABI Merger Agreements be approved by
the affirmative vote of holders of a majority of the outstanding shares of
ABI Common Stock entitled to vote at the ABI Special Meeting. As of the
ABI Record Date, there were 920,948 outstanding shares of ABI Common
Stock, each of which is entitled to one vote. The Change of Control
Incentive Plan and Severance Agreements must both be approved by the
affirmative vote of more than 75% of the outstanding shares of ABI Common
Stock entitled to vote at the ABI Special Meeting that are not held by
individuals who could receive payments under the Change of Control
Incentive Plan or Severance Agreements.

Holders of ABI Common Stock who vote to approve the ABI Merger
Agreements are not required to vote to approve the Change of Control
Incentive Plan or the Severance Agreements, and the approval of the Change
of Control Incentive Plan and the Severance Agreements by the holders of
ABI Common Stock is not a condition to the Mergers. Holders of ABI Common
Stock may vote to approve the ABI Merger Agreements and vote to not
approve the Change of Control Incentive Plan or the Severance Agreements.
See "SPECIAL MEETINGS INFORMATION -- Record Dates; Votes Required and
Revocation of Proxies."

As of the ABI Record Date, directors and executive officers of
ABI owned beneficially approximately 4.3% of the outstanding shares of ABI
Common Stock. Certain directors and executive officers of ABI and JSC and
JSC, as a stockholder of ABI, have entered into separate agreements with
Firstar (each an "ABI Voting Agreement") to vote their respective shares
of ABI Common Stock in favor of the ABI Merger. A total of 498,768 shares
or approximately 54.2% of the outstanding shares of ABI Common Stock are
covered by the ABI Voting Agreements. As of the ABI Record Date,
directors and executive officers of Firstar owned no shares of ABI Common
Stock. See " SPECIAL MEETINGS INFORMATION--Record Dates; Voting and
Revocation of Proxies"; and "--Voting Agreements."

Recommendations of the Boards of Directors

Jacob Schmidt Company

The Board of Directors of JSC unanimously recommends that JSC's
Common Stockholders vote FOR approval of the JSC Merger Agreements, FOR
approval of the Change of Control Incentive Plan and FOR approval of the
Severance Agreements. The Board of Directors of JSC (the "JSC Board"),
after consideration of the terms and conditions of the JSC Merger
Agreements and other factors deemed relevant by the JSC Board, believes
that the terms of the JSC Merger Agreements are fair and that the JSC
Merger is in the best interest of JSC and its stockholders. The aggregate
amount of consideration to be received by JSC stockholders pursuant to the
JSC Merger Agreements is based on the consideration to be received by ABI
stockholders pursuant to the ABI Merger Agreements and includes additional
consideration based on the other assets of JSC. See "PROPOSED MERGERS--
Reasons for the Mergers; Recommendations of Boards of Directors"; and "--
Background of the Mergers." The JSC Board also unanimously recommends
that JSC's Common Stockholders vote FOR approval by JSC, as a stockholder
of ABI, of the Change of Control Incentive Plan and the Severance
Agreements at the ABI Special Meeting. See "OTHER PROPOSALS."

American Bancorporation, Inc.

The Board of Directors of ABI unanimously recommends that ABI's
Common Stockholders vote FOR approval of the ABI Merger Agreements, FOR
approval of the Change of Control Incentive Plan and FOR approval of the
Severance Agreements. The Board of Directors of ABI (the "ABI Board"),
after consideration of the terms and conditions of the ABI Merger
Agreements and other factors deemed relevant by the ABI Board, believes
that the terms of the ABI Merger Agreements are fair and that the ABI
Merger is in the best interest of ABI and its stockholders. See "PROPOSED
MERGERS--Reasons for the Mergers; Recommendations of Boards of Directors";
and "--Background of the Mergers." The ABI Board also recommends approval
of the Change of Control Incentive Plan and the Severance Agreements,
which were intended to motivate and provide certain executive and senior
management employees of ABI and its bank subsidiaries an incentive to
maximize stockholder interests in the event of a change of control such as
the Mergers. See "OTHER PROPOSALS."

Opinions of Financial Advisor

Piper Jaffray Inc. has rendered its opinions to the Boards of
Directors of JSC and ABI to the effect that as of the date of such
opinions, and subject to the assumptions, factors and limitations set
forth therein, the consideration to be received by the stockholders of ABI
pursuant to the Reorganization Agreement is fair, from a financial point
of view, to the stockholders of ABI. As described under "PROPOSED
MERGERS--Reasons for the Mergers; Recommendations of Boards of Directors,"
the amount of consideration to be received by JSC stockholders pursuant to
the JSC Merger Agreements is based on the consideration to be received by
ABI stockholders pursuant to the ABI Merger Agreements and includes
additional consideration based on the other assets of JSC. The opinions
of Piper Jaffray, attached as Appendix D and Appendix E to this Proxy
Statement-Prospectus, which set forth the assumptions made, matters
considered, and the limit on the review undertaken in rendering such
opinions, should be read in their entirety. See "PROPOSED MERGER--
Opinions of Financial Advisor."

Appraisal Rights

Jacob Schmidt Company

Pursuant to Sections 302A.471 and 302A.473 of the MBCA, holders
of JSC Common Stock will have rights of appraisal as a result of the
matters to be voted upon at the JSC Special Meeting. Pursuant to Section
302A.473 of the MBCA, holders of JSC Common Stock may elect to have the
"fair value" of their shares of JSC Common Stock (determined in accordance
with Minnesota law) individually appraised and paid to them, if the JSC
Merger is consummated and if they comply with the requirements of
Sections 302A.471 and 302A.473 of the MBCA, copies of which are attached
hereto as Appendix A. Any deviation from such requirements may result in
the loss of such appraisal rights. See "PROPOSED MERGERS - Appraisal
Rights" and Appendix A.

American Bancorporation, Inc.

Pursuant to Section 262 of the DGCL, holders of ABI Common Stock
will have rights of appraisal as a result of the matters to be voted upon
at the ABI Special Meeting. Pursuant to Section 262 of the DGCL, holders
of ABI Common Stock may elect to have the "fair value" of their shares of
ABI Common Stock (determined in accordance with Delaware law) individually
appraised and paid to them, if the ABI Merger is consummated and if they
comply with the requirements of Section 262 of the DGCL, a copy of which
is attached hereto as Appendix B. Any deviation from such requirements
may result in the loss of such appraisal rights. See "PROPOSED MERGERS--
Appraisal Rights" and Appendix B.

Certain Federal Income Tax Consequences of the Mergers

The Mergers are designed so that no gain or loss, other than
with respect to cash received in exchange for stock, fractional shares or
in satisfaction of dissenters' rights, will be recognized to the JSC and
ABI stockholders upon the exchange of their JSC and ABI Common Stock for
Firstar Common Stock. The opinion of Lindquist & Vennum P.L.L.P., counsel
for JSC and ABI, and special tax counsel for Firstar and FCM, with respect
to the Mergers qualifying as "tax-free" reorganizations for federal income
tax purposes will be provided to JSC, ABI, Firstar and FCM. However, the
federal income tax considerations related to the Mergers may be different
to particular types of JSC and ABI stockholders, or in light of each of
the stockholders' personal investment circumstances. Accordingly,
stockholders are urged to consult their own tax advisors in determining
the tax considerations that may be relevant to them in connection with the
Mergers under federal, state, local, and any other applicable tax laws.
See "PROPOSED MERGERS -- Certain Federal Income Tax Consequences."

Accounting Treatment

Firstar anticipates that the Mergers will be accounted for as
purchases. See "PROPOSED MERGERS--Accounting Treatment."

Date of Mergers

The Merger Agreements provide that the Mergers will be
consummated on the same date (the "Closing Date"), which, unless the
parties otherwise agree, will be no later than ten business days after the
latest to occur of (A) receipt of all necessary regulatory approvals of
the Mergers and of all necessary regulatory approvals of the mergers of
certain of ABI's bank subsidiaries with and into FCM's bank subsidiary
(the "Bank Mergers"), (B) the date on which the stockholders of JSC
approve the JSC Merger, (C) the date on which the stockholders of ABI
approve the ABI Merger, and (D) unless waived by Firstar, the completion
of any actions that may be required to bring each parcel of real property
owned, leased or otherwise possessed or controlled by JSC, ABI or a
subsidiary of ABI into compliance with applicable environmental protection
laws, rules and regulations ("Remediation Actions"). See "PROPOSED
MERGERS--Effective Time of the Mergers"; "--Conditions to the Mergers";
and "--Regulatory Approvals."

Regulatory Approvals

The Mergers are conditioned upon prior approval by the Federal
Reserve Board and the Minnesota Commissioner of Commerce and upon prior
approval of the Bank Mergers by the Office of the Comptroller of Currency
(the "OCC"). Firstar's application to the Federal Reserve Board seeking
approval of the Mergers and related matters was submitted on _______ __,
1996. Firstar's application to the Minnesota Commissioner of Commerce
seeking approval of the Mergers was submitted on ____________, 1996. ABI
and Firstar submitted an application to the OCC on __________, 1996 to
approve the Bank Mergers. There are no assurances that all required
regulatory approvals will be obtained or when such required approvals will
be obtained. See "PROPOSED MERGERS--Effective Time of the Mergers"; "--
Conditions to the Mergers"; and "--Regulatory Approvals."

Dividends on JSC Stock and ABI Stock

Under the Reorganization Agreement, neither JSC nor ABI may
declare or pay any dividend on its capital stock, except (i) JSC may
declare and pay cash dividends to its stockholders, provided JSC continues
to have at least $10 million of cash and cash equivalents, net of
liabilities, after paying such dividends, and (ii) ABI may declare and pay
regular quarterly cash dividends on ABI Common Stock at a rate not in
excess of $1.50 per share per calendar quarter through and including the
calendar quarter ending September 30, 1996 and thereafter increasing to
not in excess of $2.00 per share per calendar quarter (not to exceed 50%
of net income for the preceding calendar quarter, adjusted to restore
Merger-related expenses), provided that the stockholders of ABI will not
receive or be entitled to receive in any calendar quarter dividends on
both ABI Common Stock and any Firstar Common Stock they receive in the ABI
Merger.

Management and Operations After the Mergers

In the Mergers, JSC and ABI will each be merged into FCM and the
separate corporate existence of JSC and ABI will each cease. FCM, as the
surviving corporation in the Mergers and a wholly owned subsidiary of
Firstar, will continue operations. The officers and directors of FCM
prior to the Mergers will continue as the officers and directors of the
surviving corporation. As soon as practicable after the Mergers, American
Bank, N.A., and American Commercial Bank, each subsidiaries of ABI (the
"Primary ABI Banks"), will each merge with and into Firstar Bank of
Minnesota, N.A., a subsidiary of FCM ("Firstar Bank"), in the Bank
Mergers. American Bank Moorhead, American Bank Lake City, and Lake City
Agency, Inc., which are also subsidiaries of ABI, will be sold to third
parties (the "Subsidiary Divestitures"). Eau Claire Financial Services,
Inc., a Minnesota corporation of which Victor P. Reim, a Vice President of
JSC and the Chairman and Chief Executive Officer of ABI, is President,
principal stockholder and a director, is currently negotiating with
Firstar to purchase American Bank Lake City and Lake City Agency, Inc.
See "PROPOSED MERGERS -- Interests of Certain Persons in the Mergers."
Firstar is not currently negotiating with any party with respect to the
sale of American Bank Moorhead. After the Bank Mergers, Firstar Bank's
management will be drawn from the officers of Firstar Bank and the Primary
ABI Banks and Firstar Bank's Board of Directors will consist of the Firstar
Bank directors just before the Bank Mergers. See "PROPOSED MERGERS--
Management and Operations of JSC and ABI After the Mergers."

Waivers and Amendments to the Merger Agreements

Firstar, FCM, JSC and ABI may amend, modify or waive in writing
the terms and conditions of the Merger Agreements; provided, however, that
no amendment may be made after the approval of the Merger Agreements at
the Special Meetings that changes in any manner adverse to the
stockholders of JSC or ABI the consideration to be provided such
stockholders pursuant to the Mergers. See "PROPOSED MERGERS--Termination,
Amendment and Waiver."

Termination

The Merger Agreements may be terminated at any time prior to the
effective time of the JSC Merger (i) by mutual consent of Firstar, JSC and
ABI; (ii) by Firstar or ABI (A) if there has been a breach in any material
respect of any representation, warranty, covenant or agreement on the part
of JSC and ABI, on the one hand, or Firstar and FCM, on the other hand,
set forth in the Reorganization Agreement or (B) if the representations
and warranties of JSC and ABI, on the one hand, or Firstar and FCM, on the
other hand, are discovered to have become materially untrue in the
aggregate, in either case which breach or other condition has not been
cured within 10 business days; (iii) by Firstar and FCM, on the one hand,
or JSC and ABI, on the other hand, if any permanent injunction preventing
the consummation of the Mergers becomes final and nonappealable; (iv) by
Firstar, on the one hand, or JSC and ABI, on the other hand, if the
Mergers are not consummated before December 31, 1996, for a reason other
than the failure of the terminating party to comply with its obligations
under the Reorganization Agreement; (v) by Firstar, on the one hand, or
JSC and ABI, on the other hand, if the Federal Reserve Board, the
Minnesota Commissioner of Commerce, or other applicable bank regulatory
authority has denied approval of either of the Mergers and neither
Firstar, JSC nor ABI has filed a petition seeking review of such order
within 30 days or any such petition for review has been denied; (vi) by
JSC, ABI or Firstar, if (A) the ABI Merger Agreements and the ABI Merger
are not duly approved by the holders of ABI Common Stock after a vote
thereon at the ABI Special Meeting; or (B) the JSC Merger Agreements and
the JSC Merger are not duly approved by the holders of JSC Common Stock
after a vote thereon at the JSC Special Meeting; (vii) by Firstar if the
Federal Reserve Board, the Federal Deposit Insurance Corporation ("FDIC"),
the OCC, or the Minnesota Commissioner of Commerce, as applicable, or any
other applicable bank regulatory authority has denied approval of the Bank
Mergers and neither Firstar nor ABI has filed a petition seeking review of
such order within 30 days, or any such petition for review has been
denied; (viii) by JSC and ABI if the costs and expenses associated with
the Remediation Actions exceed $2 million; (ix) by JSC and ABI if (A) the
average of the daily closing price of Firstar Common Stock for the twelve
consecutive trading days ending on and including the trading day preceding
the trading day immediately preceding the Closing Date (the "Market Value
of Firstar Common Stock") is less than $30.00 and (B) the ratio of the
average of the daily closing price of Firstar Common Stock for the twelve
consecutive trading days ending on and including the trading day preceding
the trading day immediately preceding the date of the Special Meetings
(the "Calculation Period") divided by the closing price of Firstar Common
Stock on January 9, 1996, is less than the ratio of the average of the
daily closing prices of a selected group of bank stocks during the
Calculation Period divided by the average of the closing price of such
selected group of bank stocks on January 9, 1996, after subtracting 0.15
from such selected group of bank stocks ratio; or (x) by JSC and ABI, on
the one hand, or Firstar, on the other hand, if the Market Value of
Firstar Common Stock is less than $20.625. The average daily closing
price for Firstar Common Stock for the twelve trading days ended
__________ __, 1996 was $___, a percentage [decline] [increase] of ___%
from January 9, 1996. The percentage [decline] [increase] in the average
price of the selected group of bank stocks over the same period was
approximately ___%. See "PROPOSED MERGERS--Termination, Amendment and
Waiver" for important information concerning these termination rights.

Termination Fee

Under the Reorganization Agreement, upon the occurrence of
specified events ("Trigger Events"), JSC and ABI must pay Firstar a fee of
$6 million (the "Termination Fee"). The Trigger Events relate generally
to offers by, or transactions or proposed transactions with, third
parties, and acquisition of specified percentages of JSC's or ABI's
capital stock by third parties, none of which has occurred as of the date
hereof, to the best of Firstar's, JSC's and ABI's knowledge. The
Termination Fee may discourage offers to acquire JSC or ABI and is
intended to increase the likelihood that the Mergers will be consummated.
The Termination Fee is in addition to any obligation that JSC and ABI may
have to reimburse Firstar for up to $2 million of its out-of-pocket
expenses. See "PROPOSED MERGERS--Termination Fee"; and "--Expenses."

Interests of Certain Persons in the Mergers

Certain executive officers of JSC and ABI and certain executive
officers of ABI and its bank subsidiaries have an interest in the Mergers
under the Change of Control Incentive Plan, the Severance Agreements, and
certain indemnification provisions contained in the Merger Agreements that
are effective upon consummation of the Mergers. Additionally, Victor P.
Reim, a Vice President of JSC and the Chairman and Chief Executive Officer
of ABI, is the President, principal stockholder and a director of a
corporation that is negotiating with Firstar to acquire American Bank Lake
City and Lake City Agency, Inc., two ABI subsidiaries, from Firstar after
the consummation of the Mergers. See "PROPOSED MERGERS--Interests of
Certain Persons in the Mergers."

Resales of Firstar Common Stock by Affiliates

Resales of Firstar Common Stock issued to "affiliates" of JSC
and ABI in connection with the Mergers have not been registered under
applicable securities laws in connection with the Mergers. Such shares
may only be sold (a) under a separate registration for distribution (which
Firstar has not agreed to provide), (b) pursuant to Rule 145 under the
Securities Act of 1933, as amended, or (c) pursuant to some other
exemption from registration. See "PROPOSED MERGERS--Resale of Firstar
Common Stock."

Preferred Share Purchase Rights

Firstar has adopted a Shareholder Rights Plan, pursuant to which
each share of Firstar Common Stock, including the Firstar Common Stock to
be issued in the Mergers, entitles its holder to one-half of a right
("Preferred Share Purchase Right") to purchase one one-hundredth of a
share of Firstar's Series C Preferred Stock under certain limited
circumstances. The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire Firstar without conditioning the offer on redemption of the Rights
or on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by
Firstar's Board of Directors prior to the time that the Rights have become
nonredeemable. See "COMPARATIVE RIGHTS OF STOCKHOLDERS."

Markets and Market Prices

Firstar Common Stock is listed on the NYSE and the Chicago Stock
Exchange. Neither JSC Common Stock nor ABI Common Stock is listed for
trading on any securities exchange or quoted on The Nasdaq Stock Market,
and shares of JSC Common Stock and ABI Common Stock have traded only
sporadically on the over-the-counter market.

The stock transfer records of JSC indicate that no shares of JSC
Common Stock have traded since August 1993, when 200 shares were traded in
one transaction. JSC does not know the price per share of such trade.
Due to the lack of trading activity in JSC Common Stock, the amount used
for the market value of JSC Common Stock on December 29, 1995 and all
subsequent dates in the following table is the book value of JSC Common
Stock as of December 31, 1995. This value may not be an accurate
indicator of the actual market value on such date or any subsequent date.

The stock transfer records of ABI indicate that, during 1995, a
total of 62,917 shares of ABI Common Stock were traded in 36 transactions.
A total of 23,908 shares of ABI Common Stock have traded in 5 trades to
date in 1996. The last trade of ABI Common Stock occurred on January 29,
1996 when 942 shares were traded. ABI does not know the sales price of
any of these privately negotiated trades. Therefore, the amount used for
the market value of ABI Common Stock on December 29, 1995 and all
subsequent dates in the following table is the book value of ABI Common
Stock on December 31, 1995. This value may not be an accurate indicator
of the actual market value on such date or any subsequent date.

The following table also sets forth the closing price per share
of Firstar Common Stock as reported on the NYSE Composite Tape on the
dates set forth, which include January 9, 1996, the latest practicable
trading day preceding public announcement of the Mergers, and March __,
1996, the latest practicable trading day before the printing of this Proxy
Statement-Prospectus, as well as the equivalent per share prices of JSC
Common Stock and ABI Common Stock for such dates. The equivalent per
share price of JSC Common Stock and ABI Common Stock at each date is the
sum of the value of the Firstar Common Stock and cash such shares would be
converted into based upon the closing price of a share of Firstar Common
Stock on the NYSE Composite Tape on such date. See "PROPOSED MERGERS--
Terms of the Merger."

Firstar JSC ABI Equivalent Equivalent
Common Common Common JSC Per ABI Per
Stock Stock Stock Share Price Share Price
Market Value
Per Share at:

December 29, $39.625 $2,222.30 $141.71 $3,372.444 $228.026
1995
January 9, $37.500 $2,222.30 $141.71 $3,372.444 $228.026
1996
March __, $ . $2,222.30 $141.71 $ . $ .
1996

No assurance can be given as to the market prices of Firstar
Common Stock, JSC Common Stock or ABI Common Stock at any time before the
Mergers become effective or as to the market price of Firstar Common Stock
at any time thereafter. The average closing price of Firstar Common Stock
on the NYSE Composite Tape for the twelve consecutive trading days
immediately preceding March __, 1996, was $______. If the average closing
price of Firstar Common Stock on the NYSE Composite Tape for the twelve
consecutive trading days ending on the trading day preceding the trading
day immediately preceding the closing of Mergers (the "Pricing Period") is
also $_______, each share of JSC Common Stock will be converted into the
right to receive $_______ in cash and _______ shares of Firstar Common
Stock in the JSC Merger, and each share of ABI Common Stock will be
converted into the right to receive $_____ in cash and _______ shares of
Firstar Common Stock in the ABI Merger. See "PROPOSED MERGERS--Terms of
the Mergers." There can be no assurance as to the average closing price
of Firstar Common Stock during the Pricing Period or at any time before or
after such period. JSC and ABI stockholders should note that in certain
circumstances Firstar, JSC and ABI may, at their option, terminate the
Merger Agreements before they take effect if the average closing price of
Firstar Common Stock on the NYSE Composite Tape falls below a specified
amount prior to the Special Meetings and/or prior to the Closing Date.
See "PROPOSED MERGERS--Termination, Amendment and Waiver." JSC and ABI
stockholders are advised to obtain current market quotations for Firstar
Common Stock.

Comparative Per Common Share Data

The following table presents selected comparative unaudited per
common share data for Firstar Common Stock, JSC Common Stock and ABI
Common Stock as of and for the year ended December 31, 1995 on a
historical and pro forma combined basis and for JSC Common Stock and ABI
Common Stock on a pro forma equivalent basis giving effect to the Mergers
accounted for as purchases. It is assumed that Firstar will repurchase as
treasury stock the aggregate number of shares of Firstar Common Stock that
are to be issued to JSC stockholders and ABI stockholders in the Mergers;
such repurchase will be subject to market conditions and other factors and
no assurance can be given that Firstar will actually repurchase all of
such shares of Firstar Common Stock. The information is derived from the
consolidated historical financial statements of Firstar, JSC and ABI,
including the related notes thereto, incorporated by reference into or
included in this Proxy Statement-Prospectus. This information should be
read in conjunction with such historical financial statements and the
related notes thereto. See "INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE" and "INDEX TO JSC AND ABI FINANCIAL STATEMENTS."

This information is not necessarily indicative of the results of
the future operations of the combined entity or the actual results that
would have occurred had the Mergers been consummated prior to the periods
indicated.
Year Ended
December 31,
1995
Firstar - Historical:
Net income . . . . . . . . . . $ 3.00
Cash dividends declared . . . . 1.32
Book value (at period end) . . 20.61

JSC - Historical:
Net income . . . . . . . . . . $ 241.76
Cash dividends declared . . . . 114.50
Book value (at period end) . . 2,222.30

ABI - Historical:
Net income . . . . . . . . . . $ 17.97
Cash dividends declared . . . . 7.90
Book value (at period end) . . 141.71

Firstar-JSC-ABI - Pro Forma
Combined
Net income (1) . . . . . . . . $ 3.03
Cash dividends declared(2) . . 1.32
Book value (at period end)(3) . 20.65

JSC - Equivalent Pro Forma
Combined(4):
Net income . . . . . . . . . . $ 257.88
Cash dividends declared . . . 112.34
Book value (at period end) . . 1,757.50

ABI - Equivalent Pro Forma
Combined(5):
Net income . . . . . . . . . . $ 17.44
Cash dividends declared . . . . 7.60
Book value (at period end) . . 118.83

(1) The pro forma combined net income per common share (based on
weighted average shares outstanding) is equal to (a) the combined
historical net income for Firstar, JSC and ABI reduced for the
amortization of purchase accounting adjustments, the cost of funds
used in the repurchase of shares, and dividend payments on Firstar's
outstanding Preferred Stock divided by (b) the average pro forma
common shares of the combined entity.

(2) The pro forma combined dividends declared assumes no changes in
historical dividends per share declared by Firstar. No assurance
can be given that Firstar will not change such dividends in the
future.

(3) The pro forma combined book value per share of Firstar Common Stock
is equal to (a) the historical total common equity for Firstar
adjusted for the historical net income of JSC and ABI, intangible
amortization and interest income lost from funds used in the
repurchase of shares, divided by (b) the shares of Firstar Common
Stock outstanding.

(4) The equivalent pro forma combined income, dividends and book value
per share of ABI Common Stock represent pro forma combined amounts
multiplied by an exchange ratio representative of the total value
that would be received for each share of ABI stock based upon the
$39.625 closing price of Firstar Common Stock on the NYSE on
December 29, 1995. Such assumed total value received would be 4.604
shares of Firstar Common Stock and $45.6052 cash. The total value
actually received in the ABI Merger may be different. See "PROPOSED
MERGERS--Terms of the Merger".

(5) The equivalent pro forma combined income, dividends and book value
per share of JSC Common Stock represent pro forma combined amounts
multiplied by an exchange ratio representative of the total value
that would be received for each share of JSC stock based upon the
$39.625 closing price of Firstar Common Stock on the NYSE on
December 29, 1995. Such assumed total value received would be 68.087
shares of Firstar Common Stock and $674.4888 cash. The total value
actually received in the JSC Merger may be different. See "PROPOSED
MERGERS--Terms of the Merger".

Selected Consolidated Financial Data of Firstar

The following table sets forth in summary form certain selected
consolidated financial data of Firstar. The financial data included for
the four years ended December 31, 1994, are derived from the audited
consolidated financial statements of Firstar. The financial data included
for the year ended December 31, 1995, are derived from Firstar's as yet
unaudited financial statements. This information should be read in
conjunction with the financial review and consolidated financial
statements of Firstar, and the related notes thereto, included in the
documents incorporated by reference in this Proxy Statement-Prospectus.
See "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE."

Years Ended December 31,
1995 1994 1993 1992 1991
Income Summary
(Thousands of
dollars):
Net interest
revenue . . . $725,947 $698,838 $659,939 $626,371 $555,209
Provision for loan
losses . . . 36,756 23,891 29,090 50,733 55,221
-------- ------- ------- ------- -------
Net interest
revenue after
loan loss
provision . . . 689,191 674,947 630,849 575,638 499,988
Other operating
revenue . . 392,197 370,619 392,918 347,936 311,641
Other operating
expense . . 734,122 706,185 689,274 655,444 595,505
------- ------- ------- ------- -------
Income before
income taxes . . 347,266 339,381 334,493 268,130 216,124
Provision for
income tax . 118,353 112,708 106,555 82,131 61,709
-------- ------- --------
Net income . . . $228,913 $226,673 $227,938 $185,999 $154,415
======== ======= ======= ======= =======
Per common share:
Net income . . . $ 3.00 $ 2.98 $ 2.99 $ 2.50 $ 2.11
Dividends . . . 1.32 1.16 1.00 0.80 0.705

Selected Period-End
Balances
(Millions of
dollars):
Total assets . . $ 19,168 $ 17,994 $ 16,412 $ 15,561 $ 14,549
Loans . . . . . . 12,632 11,906 10,825 9,816 8,997
Deposits . . . . 14,312 13,409 13,133 12,756 11,989
Long-term debt . 734 574 486 426 209
Stockholders'
equity . . . 1,525 1,513 1,359 1,237 1,070

Selected Financial
Ratios:
Net income as a %
of average assets
1.26% 1.37% 1.49% 1.29% 1.12%
Net income as a %
of average common
equity . . . . 15.11 15.96 17.81 16.65 15.71
Net interest
margin % . . 4.55 4.89 5.04 5.11 4.84
Total capital to
risk-adjusted
assets . . . . . 12.45 13.18 13.17 13.10 11.74
Nonperforming
assets as a % of
period-end loans
and other real
estate . . . . . 0.77 0.69 0.81 1.17 1.50
Reserve for loan
losses as a % of
period-end loans 1.55 1.60 1.75 1.87 1.81
Net charge-offs as
a % of average
loans . . . . . 0.27 0.25 0.25 0.40 0.43

Selected Consolidated Financial Data of JSC

The following table sets forth in summary form certain selected
consolidated financial data of JSC. The financial data included for the
five years ended December 31, 1995, are derived from the audited
consolidated financial statements of JSC. This information should be read
in conjunction with the financial review and consolidated financial
statements of JSC, and the related notes thereto, included elsewhere in
this Proxy Statement-Prospectus. See "JACOB SCHMIDT COMPANY--Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and "INDEX TO JSC AND ABI FINANCIAL STATEMENTS."

Year Ended December 31,
1995 1994 1993 1992 1991
Income Summary
(Thousands of
dollars):
Net interest
revenue . . . $ 55,616 $ 52,877 $ 51,898 $ 51,698 $ 54,467
Provision for loan
losses . . . . 633 (6,428) 698 7,526 14,491
------- ------- ------ ------- -------
Net interest
revenue after
loan loss
provision . . . 54,983 59,305 51,200 44,172 39,976
Other operating
revenue . . . 20,116 16,566 18,442 20,242 19,898
Other operating
expense . . . 48,154 58,510 53,133 54,716 53,313
------ ------ ------ ------- -------
Income before
income taxes . 26,945 17,361 16,509 9,698 6,561
Provision for
income tax . . 10,389 5,399 5,491 2,281 658
------- ------- ------- ------- -------
Income before
minority
interests . . . 16,556 11,962 11,018 7,417 5,903
Minority interests
in income of
subsidiary . . . 8,098 5,788 5,116 3,491 2,810
------- ------- ------- ------ -------
Net income . . . $ 8,458 $ 6,174 $ 5,902 $ 3,926 $ 3,093
======= ======= ======= ======= =======
Per common share:
Net income . . . $ 241.76 $ 176.48 $ 168.71 $ 112.23 $ 88.41
Dividends . . . 114.50 37.35 31.40 51.50 52.75

Selected Period-End
Balances
(Millions of
dollars):
Total assets . . $ 1,295 $ 1,265 $ 1,293 $ 1,272 $ 1,314
Loans . . . . . . 759 684 600 577 703
Deposits . . . . 1,014 967 990 1,053 1,108
Long-term debt . 15 28 3 4 5
Stockholders'
equity . . . . 78 70 69 62 60

Selected Financial
Ratios:
Net income as a %
of average assets
0.68% 0.48% 0.47% 0.30% 0.23%
Net income as a %
of average common
equity . . . . . 11.53 9.02 9.11 6.44 5.22
Net interest margin
% . . . . . . 5.17 4.72 4.92 4.91 4.78
Total capital to
risk-adjusted
assets . . . . . 15.95 16.24 17.17 16.24 13.79
Nonperforming
assets as a % of
period-end loans
and other real
estate . . . . . 0.29 0.73 1.16 3.41 3.14
Reserve for loan
losses as a % of
period-end loans 1.62 1.92 3.30 3.45 2.67
Net charge-offs as
a % of average
loans . . . . . 0.20 0.04 0.14 1.00 1.03

Selected Consolidated Financial Data of ABI

The following table sets forth in summary form certain selected
consolidated financial data of ABI. The financial data included for the
five years ended December 31, 1995, are derived from the audited
consolidated financial statements of ABI. This information should be read
in conjunction with the financial review and consolidated financial
statements of ABI, and the related notes thereto, included elsewhere in
this Proxy Statement-Prospectus. See "AMERICAN BANCORPORATION, INC.--
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "INDEX TO JSC AND ABI FINANCIAL STATEMENTS."

Year Ended December 31,
1995 1994 1993 1992 1991
Income Summary
(Thousands of
dollars):
Net interest
revenue . . . $ 55,275 $ 52,549 $ 51,554 $ 51,314 $ 54,075
Provision for loan
losses . . . . 633 (6,428) 698 7,526 14,491
-------- -------- -------- ------- -------
Net interest
revenue after
loan loss
provision . . . 54,642 58,977 50,856 43,788 39,584
Other operating
revenue . . . 20,015 16,520 17,728 20,005 19,819
Other operating
expense . . . 48,093 58,493 53,113 54,672 53,286
------- ------- ------- -------
Income before
income taxes . 26,564 17,004 15,471 9,121 6,117
Provision for
income tax . . 10,015 5,198 5,041 2,026 415
------- ------- ------- ------- -------
Net income . . . $ 16,549 $ 11,806 $ 10,430 $ 7,095 $ 5,702
======= ======= ======= ======= =======
Per common share:
Net income . . . $ 17.97 $ 12.82 $ 11.33 $ 7.70 $ 6.19
Dividends . . . 7.90 3.10 2.05 2.35 3.70

Selected Period-End
Balances
(Millions of
dollars):
Total assets . . $ 1,283 $ 1,255 $ 1,283 $ 1,264 $ 1,305
Loans . . . . . . 759 684 600 577 703
Deposits . . . . 1,014 967 990 1,053 1,108
Long-term debt . 15 28 3 4 5
Stockholders'
equity . . . . 131 116 115 104 99

Selected Financial
Ratios:
Net income as a %
of average assets
1.36% 0.94% 0.86% 0.57% 0.42%
Net income as a %
of average common
equity . . . . . 13.67 10.21 9.56 6.92 5.74
Net interest margin
% . . . . . . 5.19 4.73 4.84 4.92 4.78
Total capital to
risk-adjusted
assets . . . . . 15.16 15.61 16.04 15.25 12.91
Nonperforming
assets as a % of
period-end loans
and other real
estate . . . . . 0.29 0.73 1.16 3.41 3.14
Reserve for loan
losses as a % of
period-end loans 1.62 1.92 3.30 3.45 2.67
Net charge-offs as
a % of average
loans . . . . . 0.20 0.04 0.14 1.00 1.03

SPECIAL MEETINGS INFORMATION

General

This Proxy Statement-Prospectus is being furnished to the
stockholders of JSC and to the stockholders of ABI in connection with the
solicitation of proxies of common stockholders of JSC by the Board of
Directors of JSC and of common stockholders of ABI by the Board of
Directors of ABI, to be voted at the Special Meeting of holders of JSC
Common Stock and at the Special Meeting of holders of ABI Common Stock,
respectively, which are to be held on ________________ __, 1996, and any
respective adjournments thereof.

The purpose of the JSC Special Meeting and of the solicitation
of proxies by the Board of Directors of JSC is (i) to obtain the approval
of the JSC Merger Agreements, (ii) to obtain the approval of JSC, as a
stockholder of ABI, voting to approve the Change of Control Incentive Plan
at the ABI Special Meeting, (iii) to obtain the approval of JSC, as a
stockholder of ABI, voting to approve the Severance Agreements at the ABI
Special Meeting, and (iv) the transaction of such other business as may
properly come before the meeting or any adjournments thereof. Each copy
of this Proxy Statement-Prospectus mailed to holders of JSC Common Stock
is accompanied by a form of proxy for use at the JSC Special Meeting.

The purpose of the ABI Special Meeting and of the solicitation
of proxies by the Board of Directors of ABI is (i) to obtain the approval
of the ABI Merger Agreements, (ii) to obtain the approval of the Change of
Control Incentive Plan, (iii) to obtain the approval of the Severance
Agreements, and (iv) the transaction of such other business as may
properly come before the meeting or any adjournments thereof. Each copy
of this Proxy Statement--Prospectus mailed to holders of ABI Common Stock
is accompanied by a form of proxy for use at the ABI Special Meeting.

Date, Place and Times

The JSC Special Meeting will be held at
________________________, St. Paul, Minnesota on _________________ __,
1996, at ______ [a.m./p.m.] (local time).

The ABI Special Meeting will be held at
________________________, St. Paul, Minnesota on _________________ __,
1996, at ______ [a.m./p.m.] (local time).

Record Dates; Votes Required and Revocation of Proxies

Jacob Schmidt Company

The close of business on March __, 1996, has been fixed by the
Board of Directors of JSC as the JSC Record Date for the determination of
stockholders entitled to notice of, and to vote at, the JSC Special
Meeting. On that date there were outstanding and entitled to vote 34,983
shares of JSC Common Stock, of which 874 (2.5%) were held by directors or
executive officers of JSC. Neither Firstar nor FCM or any of their
directors or executive officers own any shares of JSC Common Stock.

Each outstanding share of JSC Common Stock entitles the record
holder thereof to one vote on all matters to be acted upon at the JSC
Special Meeting. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of JSC Common Stock
entitled to vote at the JSC Special Meeting is necessary to constitute a
quorum at the JSC Special Meeting. Under Minnesota law, the affirmative
vote of at least a majority of the total number of outstanding shares of
JSC Common Stock entitled to vote at the JSC Special Meeting is required
to approve and adopt the Merger Agreements. Although JSC is not a party
to the Change of Control Incentive Plan and the Severance Agreements,
Section 280G of the Internal Revenue Code of 1986, as amended, requires
that, in order for JSC, as a corporate stockholder of ABI, to properly
vote its shares of ABI Common Stock in favor of the Change of Control
Incentive Plan and the Severance Agreements at the ABI Special Meeting,
75% of the total outstanding shares of JSC Common Stock entitled to vote
at the JSC Special Meeting must authorize such vote of the ABI Common
Stock owned by JSC. See "OTHER PROPOSALS." If an executed proxy card is
returned and the stockholder has abstained from voting on any matter, the
shares represented by such proxy will be considered present at the meeting
for purposes of determining a quorum and for purposes of calculating the
vote, but will not be considered to have been voted in favor of such
matter. If an executed proxy is returned by a broker holding shares in
street name which indicates that the broker does not have discretionary
authority as to certain shares to vote on one or more matters, such shares
will be considered present at the meeting for purposes of determining a
quorum, but will not be considered to be represented at the meeting for
purposes of calculating the vote with respect to such matter. If the
accompanying proxy card is properly executed and returned to JSC in time
to be voted at the JSC Special Meeting, the shares represented thereby
will be voted in accordance with the instructions marked thereon.
Executed but unmarked proxies will be voted for approval and adoption of
the JSC Merger Agreements, for approval of the Change of Control Incentive
Plan, for approval of the Severance Agreements and for any proposal to
adjourn the JSC Special Meeting if necessary to permit further
solicitation of proxies. Any proxy given pursuant to this solicitation
may be revoked by the person giving it at any time before the proxy is
voted by filing an instrument revoking it or by filing a duly executed
proxy bearing a later date with the Secretary of JSC prior to or at the
JSC Special Meeting. Attendance at the JSC Special Meeting will not in
and of itself constitute a revocation of a proxy.

The Board of Directors of JSC does not know of any matters other
than those described in the notice of the JSC Special Meeting that are to
come before the JSC Special Meeting. If any other matters are properly
brought before the JSC Special Meeting, one or more of the persons named
in the proxy card will vote the shares represented by such proxy upon such
matters as determined in their best judgment.

American Bancorporation, Inc.

The close of business on March __, 1996, has been fixed by the
Board of Directors of ABI as the ABI Record Date for the determination of
stockholders entitled to notice of, and to vote at, the ABI Special
Meeting. On that date there were outstanding and entitled to vote 920,948
shares of ABI Common Stock, of which 39,385 (4.3%) were held by directors
or executive officers of ABI. Neither Firstar nor FCM or any of their
directors or executive officers own any shares of ABI Common Stock.

Each outstanding share of ABI Common Stock entitles the record
holder thereof to one vote on all matters to be acted upon at the ABI
Special Meeting. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of ABI Common Stock
entitled to vote at the ABI Special Meeting is necessary to constitute a
quorum at the ABI Special Meeting. Under Delaware law the affirmative
vote of at least a majority of the total number of outstanding shares of
ABI Common Stock entitled to vote at the ABI Special Meeting is required
to approve and adopt the Merger Agreements. Although under Delaware law
the affirmative vote of at least a majority of the total number of shares
of ABI Common Stock present in person or represented by proxy at the ABI
Special Meeting is required to approve the Change of Control Incentive
Plan and the Severance Agreements, Section 280G of the Internal Revenue
Code of 1986, as amended, requires the affirmative vote of 75% of the
total outstanding shares of ABI Common Stock entitled to vote at the ABI
Special Meeting in order for the Change of Control Incentive Plan and the
Severance Agreements to be approved under such statute. See "OTHER
PROPOSALS." If an executed proxy card is returned and the stockholder has
abstained from voting on any matter, the shares represented by such proxy
will be considered present at the meeting for purposes of determining a
quorum and for purposes of calculating the vote, but will not be
considered to have been voted in favor of such matter. If an executed
proxy is returned by a broker holding shares in street name which
indicates that the broker does not have discretionary authority as to
certain shares to vote on one or more matters, such shares will be
considered present at the meeting for purposes of determining a quorum,
but will not be considered to be represented at the meeting for purposes
of calculating the vote with respect to such matter. If the accompanying
proxy card is properly executed and returned to ABI in time to be voted at
the ABI Special Meeting, the shares represented thereby will be voted in
accordance with the instructions marked thereon. Executed but unmarked
proxies will be voted for approval and adoption of the ABI Merger
Agreements, for approval of the Change of Control Incentive Plan, for
approval of the Severance Agreements and for any proposal to adjourn the
ABI Special Meeting if necessary to permit further solicitation of
proxies. Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before the proxy is voted by filing an
instrument revoking it or by filing a duly executed proxy bearing a later
date with the Secretary of ABI prior to or at the ABI Special Meeting.
Attendance at the ABI Special Meeting will not in and of itself constitute
a revocation of a proxy.

The Board of Directors of ABI does not know of any matters other
than those described in the notice of the ABI Special Meeting that are to
come before the ABI Special Meeting. If any other matters are properly
brought before the ABI Special Meeting, one or more of the persons named
in the proxy card will vote the shares represented by such proxy upon such
matters as determined in their best judgment.

Voting Agreements

As a condition to Firstar entering into the Merger Agreements,
certain of the directors and executive officers of JSC and ABI, and JSC,
as a stockholder of ABI, have entered into separate voting agreements with
Firstar (the "Voting Agreements"). Each Voting Agreement provides that
the signing stockholder will vote all of his, her or its shares of JSC
Common Stock or ABI Common Stock, as applicable, in favor of the
applicable Merger at the applicable Special Meeting and prohibits such
stockholder from voting his or her shares in favor of any acquisition of
stock or all or substantially all the assets of JSC or ABI, as applicable,
by, or merger or consolidation of JSC or ABI with, any party other than
Firstar or its affiliates. Further, each Voting Agreement requires that
each such stockholder make adequate provision to assure that his or her
shares of JSC Common Stock or ABI Common Stock, as applicable, remain
subject to the Voting Agreement before transferring any shares of such
Common Stock to a third party transferee. Each Voting Agreement
terminates upon the earliest to occur of (i) the consummation of the
applicable Merger, (ii) termination of the Merger Agreements by mutual
agreement of the parties, (iii) termination of the Merger Agreements by
JSC or ABI, as applicable, based upon a material uncorrected breach of the
Merger Agreements by Firstar, or (iv) the expiration of twelve months
after termination of the Merger Agreements (other than terminations
described in clause (ii) or (iii) above). See "PROPOSED MERGERS--
Effective Time of the Mergers"; and "--Termination, Amendment and Waiver."

The Voting Agreements bind the signatories thereto only in their
capacity as stockholders. Accordingly, while the directors of JSC and ABI
who are partners to Voting Agreements are contractually bound to vote as
stockholders in favor of the applicable Merger and against competing
proposals, should any be presented, their fiduciary duties as directors
nevertheless require them to act, in their capacity as directors, in the
best interests of JSC or ABI, as applicable, when they decided to approve
and adopt the applicable Merger Agreements and recommend that the holders
of JSC or ABI Common Stock, as applicable, vote for the applicable Merger
and applicable Merger Agreements. The directors will continue to be bound
by their fiduciary duties as directors of JSC or ABI, as applicable, with
respect to any decisions they may take in connection with the applicable
Merger or otherwise.

The total number of shares of JSC Common Stock subject to the
Voting Agreements is 873.5836 or approximately 2.5% of the total shares
outstanding as of the JSC Record Date and entitled to vote at the JSC
Special Meeting.

The total number of shares of ABI Common Stock subject to the
Voting Agreements is 498,768 or approximately 54.2% of the total shares
outstanding as of the ABI Record Date and entitled to vote at the ABI
Special Meeting.

Solicitation of Proxies

Jacob Schmidt Company

In addition to solicitation by mail, directors, officers, and
employees of JSC, who will not be specifically compensated for such
services, may solicit proxies from the stockholders of JSC, personally or
by telephone or telegram or other forms of communication. Brokerage
houses, nominees, fiduciaries, and other custodians will be requested to
forward soliciting materials to beneficial owners and will be reimbursed
for their reasonable expenses incurred in sending proxy material to
beneficial owners. JSC does not anticipate that anyone will be specially
engaged to solicit proxies or that special compensation will be paid for
that purpose, but JSC reserves the right to do so should it conclude that
such efforts are needed. JSC will bear its own expenses in connection
with the solicitation of proxies for the JSC Special Meeting, except that
Firstar, JSC and ABI have agreed to share equally in the expense of
printing this Proxy Statement-Prospectus and the expense of all SEC and
other regulatory filing fees incurred in connection therewith. See
"PROPOSED MERGER--Expenses."

HOLDERS OF JSC COMMON STOCK ARE REQUESTED TO COMPLETE, DATE, AND
SIGN THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY TO JSC IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.

American Bancorporation, Inc.

In addition to solicitation by mail, directors, officers, and
employees of ABI, who will not be specifically compensated for such
services, may solicit proxies from the stockholders of ABI, personally or
by telephone or telegram or other forms of communication. Brokerage
houses, nominees, fiduciaries, and other custodians will be requested to
forward soliciting materials to beneficial owners and will be reimbursed
for their reasonable expenses incurred in sending proxy material to
beneficial owners. ABI does not anticipate that anyone will be specially
engaged to solicit proxies or that special compensation will be paid for
that purpose, but ABI reserves the right to do so should it conclude that
such efforts are needed. ABI will bear its own expenses in connection
with the solicitation of proxies for the ABI Special Meeting, except that
Firstar, JSC and ABI have agreed to share equally in the expense of
printing this Proxy Statement-Prospectus and the expense of all SEC and
other regulatory filing fees incurred in connection therewith. See
"PROPOSED MERGERS--Expenses."

HOLDERS OF ABI COMMON STOCK ARE REQUESTED TO COMPLETE, DATE, AND
SIGN THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY TO ABI IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.

PROPOSED MERGERS

The following description of the Mergers is qualified in its
entirety by reference to the Merger Agreements, which are attached as
Appendix C to this Proxy Statement-Prospectus and are incorporated herein
by reference. All JSC stockholders are urged to read the JSC Merger
Agreements in their entirety, and all ABI stockholders are encouraged to
read the ABI Merger Agreements in their entirety.

Background of the Mergers

The past several years have been a period of significant
consolidation in the financial services industry. In fact, prior to 1995
ABI had received indications of interest from several financial
institutions (including Firstar), none of which progressed beyond
preliminary discussions.

At a regular meeting held on April 25, 1994, the ABI Board of
Directors discussed the desire of some of JSC's and ABI's major
stockholders to increase the liquidity and diversification of their
investment in JSC and ABI. The ABI Board also discussed the options
available to accomplish these objectives, including: (i) remaining
independent and (a) improving growth and core earnings through
consolidation of the ABI banks, de novo branching and strategic
acquisitions of other financial institutions, and (b) improving liquidity
through increased cash dividends, a stock repurchase program and/or
through an employee stock ownership plan; or (ii) a sale or strategic
merger of ABI involving a larger publicly-traded financial institution.

In June 1994, the ABI Board met informally with Mr. Bob Walters
of the Bank Advisory Group, Inc., Austin, Texas, a nationally recognized
financial services consultant, to review the advantages and disadvantages
of various strategic alternatives. Mr. Walters reviewed the issues
involved in remaining independent and associated difficulties that ABI
would encounter in attempting to continue to improve performance and
enhance stockholder value over the long term. Mr. Walters also discussed
the second alternative, the sale or merger of ABI, describing
methodologies for valuing ABI and analyzing financial data from other
recent bank mergers and acquisitions.

During the ensuing months, the ABI Board continued to evaluate
the pros and cons of remaining independent versus pursuing a strategic
merger partner. At its regular meeting on February 27, 1995, the ABI
Board decided to retain an investment banking firm to assist the directors
in the review of strategic alternatives, including any future sale, merger
or acquisition involving JSC and ABI, and to assist them in determining
the current value of ABI and JSC in the context of an acquisition. The
ABI Board interviewed several regional and national investment banking
firms in April 1995 and retained Piper Jaffray Inc. ("Piper Jaffray") on
May 24, 1995. The Board selected Piper Jaffray on the basis of, among
other things, Piper Jaffray's familiarity with ABI's business and with
other Midwest banks and thrifts, the experience of the Piper Jaffray team
assigned to the engagement, and Piper Jaffray's reputation and expertise
in mergers and acquisitions in general.

Piper Jaffray assisted a group of senior managers from ABI,
including Chairman of the Board Victor P. Reim, Chief Financial Officer
Dennis R. Nisler, and General Counsel Robert T. Lund ("ABI Management"),
in preparing a confidential memorandum containing certain preliminary
financial and other information regarding the business of ABI (the
"Memorandum"). Piper Jaffray also worked with members of ABI Management
to develop a preliminary list of parties that might have an interest in
acquiring ABI and JSC. At a presentation following the August 21, 1995
ABI Board meeting, Piper Jaffray reviewed this preliminary list of parties
with the Boards of JSC and ABI and outlined a plan for pursuing a
potential sale or merger of ABI and JSC. At the request of the ABI Board,
Piper Jaffray then contacted twenty candidates which for various reasons
were believed to be the most logical and interested potential acquirors.
A confidentiality agreement was entered into with each of the thirteen
potential buyers who requested and received a copy of the Memorandum.
Each of the interested parties was asked to submit a non-binding
indication of interest in acquiring ABI and JSC.

At the October 30, 1995 ABI Board meeting, Mr. Reim reported
that ABI had received written indications of interest from four parties.
He indicated that, after discussions among ABI Management, Piper Jaffray
and representatives of the interested parties regarding, among other
issues, minimum bid levels and ground rules for due diligence, ABI had
invited three of the four interested parties to conduct independent on-
site due diligence reviews of ABI during November of 1995. Mr. Reim
informed the Board that one of the non-binding bids was lower than the
other three, and because the bid was well below an acceptable level, the
bidder would not be permitted to conduct due diligence.

At the December 11, 1995 ABI Board meeting, Mr. Reim reported
that two of the three interested parties had completed due diligence
reviews of ABI and had been instructed to submit final, written
expressions of interest in acquiring ABI and JSC on or before December 15,
1995. He also indicated that if one or more of the final bids were in an
acceptable range, ABI Management would begin the process of negotiating
definitive merger agreements with the interested party or parties.

On December 15, 1995, ABI received written proposals from
Firstar and another large, publicly traded regional bank holding company
("BHC"). Under the Firstar proposal, JSC and ABI would be merged into a
wholly-owned subsidiary of Firstar in exchange for Firstar Common Stock
and cash with a fixed total value of $215 million. Under the BHC
proposal, JSC and ABI would be merged into the BHC or a subsidiary of the
BHC in exchange for a fixed number of shares of the BHC's common stock
with a value of approximately $214 million.

During the next several days, Piper Jaffray and ABI Management
engaged in discussions with representatives of the BHC and with Executive
Vice President Jon H. Stowe of Firstar regarding the financial terms of
their written proposals. As a result of these discussions, on December
21, 1995, Firstar submitted a revised written proposal to JSC and ABI
increasing the purchase price for JSC and ABI to a combination of Firstar
Common Stock and cash with a total value of $220 million.

During the following week, ABI Management and Piper Jaffray
engaged in additional discussions with Mr. Stowe of Firstar regarding
pricing and other specific terms of the Firstar proposal. During these
discussions, Firstar preliminarily agreed to a "collar" pricing concept
under which the total consideration for ABI and JSC would be a minimum of
$215 million and a maximum of $225 million, depending on the average
trading price of Firstar Common Stock on the NYSE during a specified
period prior to the closing. Although ABI Management and Piper Jaffray
had additional discussions with the BHC, the BHC did not offer to change
any of the terms contained in its written proposal of December 15, 1995.
Both Firstar and the BHC submitted draft definitive merger agreements to
ABI along with their final written proposals.

At a joint special meeting held December 27, 1995, the Boards of
ABI and JSC met with ABI Management and their financial and legal advisors
to consider the Firstar and BHC proposals. Dennis Nisler, ABI's Chief
Financial Officer, presented ABI's budget for 1996 and financial
projections for 1997 in order to provide the directors with additional
information regarding ABI's future prospects to enable them to determine
whether or not to proceed with either of the proposed transactions. Piper
Jaffray then made a presentation to the Boards in which it (i) summarized
the process by which JSC and ABI sought a merger partner; (ii) provided
profiles of Firstar and the BHC, including a comparison of the trading
characteristics of their respective common stocks; and (iii) presented an
analysis and comparison of the final bid proposals made by Firstar and the
BHC. Piper Jaffray also explained the "collar" included in the Firstar
proposal. In addition, ABI Management, legal counsel and a representative
of KPMG Peat Marwick LLP reviewed (i) the regulatory approval process
required to consummate the proposed transactions; (ii) certain rules of
the Commission relating to the transfer of securities received in the
transaction by "affiliates" of JSC and ABI; and (iii) certain "continuity
of interest" rules relating to tax-free exchanges of stock. After
considerable discussion and consideration, the JSC Board and the ABI Board
authorized ABI Management to attempt to negotiate a final definitive
agreement with Firstar, incorporating the financial terms contained in the
Firstar proposal. The Boards also discussed with counsel several material
issues that needed to be addressed in the final Merger Agreements.

During the next ten days, ABI Management and legal counsel,
assisted by representatives of Piper Jaffray, negotiated terms and
conditions and exchanged drafts of the proposed Merger Agreements with
Firstar. These terms and conditions included language describing the
proposed "collar", ABI's and JSC's responsibility for certain
environmental remediation costs, the effect of the proposed Mergers on
ABI's employee benefit and employee welfare plans, and the methodology for
determining the price per share of Firstar's Common Stock at the closing
of the proposed Mergers. With the assistance of counsel and Piper
Jaffray, ABI Management and Firstar resolved all outstanding issues
related to the Merger Agreements on January 9, 1996.

At a joint special meeting held January 10, 1996, the ABI and
JSC Boards met with ABI Management, counsel and Piper Jaffray to review
the final drafts of the Merger Agreements, Voting Agreements, and other
related documents. Board members discussed with counsel several issues
related to the proposed Merger Agreements. Piper Jaffray reviewed with
the Board its opinion, based on the final draft of the Merger Agreements,
that, as of the date of the Merger Agreements, the consideration set forth
thereunder was fair from a financial point of view to the holders of ABI
Common Stock. Because the consideration to be received by JSC
stockholders was determined by the value of the ABI Common Stock held by
JSC and the value of the other assets of JSC, which other assets consist
entirely of certain investment securities for which the fair market value
was readily determinable, the JSC Board of Directors relied upon the Piper
Jaffray opinion regarding the fairness of the consideration to be received
by holders of ABI Common Stock in reaching its determination that the
terms of the JSC Merger were fair from a financial point of view to the
holders of JSC Common Stock. The JSC Board of Directors then unanimously
approved the Merger Agreements and the transactions contemplated thereby
and authorized members of JSC management to execute the proposed Merger
Agreements. The ABI Board also unanimously approved the Merger Agreements
and the transactions contemplated thereby and authorized members of ABI
Management to execute the proposed Merger Agreements. The Merger
Agreements were executed by all parties later that day.

Reasons for the Mergers; Recommendation of Boards of Directors

JSC and ABI

The JSC and ABI Boards of Directors believe that the terms of
the Mergers are fair and in the best interests of the JSC and ABI
stockholders. The Boards of Directors consulted with their legal and
financial advisors, as well as with ABI Management and certain executive
officers of JSC, and carefully considered a variety of factors in
evaluating the Mergers. Although they did not assign any specific weight
thereto, among the factors the Boards of Directors considered were the
following:

(i) ABI's business, financial condition, results of
operations and prospects, including but not limited to its
current and future profitability, productivity and potential for
growth were it to remain independent;

(ii) the competitive environment for banks and other
financial institutions generally, and the trend toward
consolidation in the financial services industry generally and
in the Twin Cities' metropolitan market specifically;

(iii) the historical market value, book value,
dividends, and multiples of earnings of ABI Common Stock as
compared to the historical market value, book value, dividends,
and multiples of earnings of Firstar Common Stock;

(iv) the anticipated tax-free nature of the Mergers for
federal income tax purposes to ABI and JSC stockholders
receiving Firstar Common Stock in exchange for shares of ABI
Common Stock and JSC Common Stock, respectively;

(v) the financial terms of other recent comparable
business combinations in the financial institution industry;

(vi) the future prospects of Firstar's business, with
particular emphasis on the diverse financial products offered by
Firstar;

(vii) the market liquidity of Firstar Common Stock;

(viii) the review of the provisions of the proposed
Merger Agreements by the Boards of ABI and JSC with their legal
and financial advisors;

(ix) the likelihood that the proposed transactions would be
consummated;

(x) the opinions of Piper Jaffray that the consideration
to be received by holders of ABI Common Stock pursuant to the
Mergers was, as of the date of its opinion, fair from a
financial point of view;

(xi) the compatibility of the respective businesses and
management philosophies of Firstar and ABI; and

(xii) the expectation that Firstar will continue to
provide quality service to the communities and customers served
by ABI.

The primary assets of JSC as of the date of the Merger
Agreements were 473,535 shares of ABI Common Stock and certain investment
securities with a readily determinable fair market value. The amount of
consideration to be received by JSC stockholders pursuant to the JSC
Merger Agreements is based on the consideration to be received by ABI
stockholders pursuant to the ABI Merger Agreements and includes additional
consideration based on the other assets of JSC. Thus, JSC stockholders
will receive their pro rata portion of the overall consideration to be
paid by FCM in connection with the Mergers, plus an additional amount
based on the other assets of JSC.

The Boards also determined that the Mergers are preferable to
the other alternatives available to JSC and ABI, such as being acquired by
a different company or remaining independent and growing internally or by
acquisitions. After careful consideration and review of these factors and
other considerations, the ABI and JSC Boards of Directors concluded that
the Mergers are in the best interest of ABI and JSC and their respective
stockholders.

FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF JSC
UNANIMOUSLY RECOMMENDS THAT HOLDERS OF JSC COMMON STOCK VOTE TO APPROVE
THE JSC MERGER AND THE JSC MERGER AGREEMENTS AND THE BOARD OF DIRECTORS OF
ABI UNANIMOUSLY RECOMMENDS THAT HOLDERS OF ABI COMMON STOCK VOTE TO
APPROVE THE ABI MERGER AND THE ABI MERGER AGREEMENTS.

Firstar

Firstar concluded that the Mergers would be in the best
interests of Firstar and its shareholders. Numerous factors were
considered by the Board of Directors of Firstar in approving the terms of
the Mergers. These factors included information concerning the financial
structure, results of operations, and prospects of Firstar, JSC and ABI;
the capital adequacy of the resulting entity; the composition of the
businesses of the three organizations; the overall compatibility of the
management and employees of the organizations; the outlook for the
organizations in the rapidly changing banking and financial services
industry; the historical and current market prices of each company's stock
and certain other bank holding companies whose securities are publicly
traded, the relationship of the consideration to be paid in the Mergers to
such market prices and the book value and earnings per share of JSC and
ABI; and the financial terms of certain other recent business combinations
in the banking industry.

The Board of Directors of Firstar believes that the expansion of
Firstar's customer base and assets in the Minneapolis-St. Paul area will
enable the new organization to realize certain economies of scale, to
provide a wider and improved array of financial services to its customers
and those of ABI and to achieve added flexibility in dealing with the
region's changing competitive environment. Additionally, the Board of
Directors of Firstar believes that the Mergers will provide the combined
company with the market position and financial resources it needs to meet
the competitive challenges arising from changes in the banking and
financial industry.

Opinions of Financial Advisor

Pursuant to an engagement letter dated May 24, 1995 (the
"Engagement Letter"), the Board of Directors of ABI retained Piper Jaffray
to furnish financial advisory and investment banking services with respect
to a possible sale of ABI and, if requested, to render an opinion as to
the fairness, from a financial point of view, to ABI stockholders of the
consideration to be received by such stockholders in any proposed
transaction. The Board of Directors of JSC also requested that Piper
Jaffray render to the JSC Board such an opinion concerning the
consideration to be received by ABI stockholders. As discussed under the
caption "--Reasons for the Mergers; Recommendation of Boards of
Directors," the amount of consideration to be received pursuant to the JSC
Merger by JSC stockholders is based on the consideration to be received by
ABI stockholders pursuant to the ABI Merger and includes additional
consideration based on the other assets of JSC.

On December 27, 1995, Piper Jaffray presented to a joint meeting
of the JSC and ABI Boards a report summarizing the process by which
proposals to acquire ABI had been solicited, analyzing the interest
expressed in ABI by prospective acquirors and summarizing certain analyses
with respect to the Firstar proposal, which Piper Jaffray would rely upon,
as appropriately updated, in rendering its fairness opinions to the JSC
and ABI Boards (the "Piper Jaffray Report"). At a joint meeting of the
JSC and ABI Boards on January 10, 1996, Piper Jaffray delivered its
written opinion to the ABI Board to the effect that, as of such date, and
subject to the assumptions, factors and limitations set forth therein, the
consideration to be received by ABI stockholders pursuant to the
Reorganization Agreement is fair, from a financial point of view, to ABI
stockholders. This opinion was subsequently reaffirmed by issuance to the
ABI Board of Directors of a Piper Jaffray opinion, dated March __, 1996.
A copy of Piper Jaffray's written opinion to the ABI Board of Directors
dated March __, 1996, which sets forth the assumptions made, matters
considered and limits on the review undertaken, is attached as Appendix E
to this Proxy Statement-Prospectus and is incorporated herein by
reference. The January 10, 1996 opinion of Piper Jaffray is substantially
identical to the opinion attached as Appendix E. ABI stockholders are
urged to read the opinion contained in Appendix E in its entirety. On
March __, 1996, Piper Jaffray delivered its written opinion to the Board
of Directors of JSC to the effect that, as of such date, and subject to
the assumptions, factors and limitations set forth therein, the
consideration to be received by ABI stockholders pursuant to the
Reorganization Agreement is fair, from a financial point of view, to ABI
stockholders. Piper Jaffray was not asked to express, and therefore its
opinion does not express, any view as to the consideration to be received
by JSC stockholders in connection with the JSC Merger. A copy of Piper
Jaffray's written opinion to the JSC Board of Directors dated March __,
1996, which sets forth the assumptions made, matters considered and limits
on the review undertaken, is attached as Appendix D to this Proxy
Statement-Prospectus and is incorporated herein by reference. The Piper
Jaffray opinions attached hereto as Appendices D and E are herein
collectively referred to as the "Piper Jaffray Opinions." The description
of the Piper Jaffray Opinions set forth herein is qualified in its
entirety by reference to the full text of such opinions. The Piper
Jaffray Opinions are directed only to the financial terms of the ABI
Merger and do not constitute a recommendation to any JSC stockholder or
ABI stockholder as to how such stockholder should vote at the JSC Special
Meeting or ABI Special Meeting, respectively.

In arriving at its opinions, Piper Jaffray reviewed and
analyzed, among other things, (i) the ABI Merger Agreements, (ii) certain
financial information available to the stockholders of ABI, (iii) certain
internal financial information of ABI prepared for financial planning
purposes and furnished by the management of ABI, (iv) certain financial
and other publicly available information relative to Firstar, and (v)
certain internal financial information of the combined company resulting
from the ABI Merger (the "Combined Company") prepared for financial
planning purposes and furnished by the management of ABI. In addition,
Piper Jaffray held discussions with members of the management of ABI
concerning the financial condition, current operating results and business
outlook for ABI and the Combined Company. Piper Jaffray also had
discussions with members of management of Firstar concerning the financial
condition, current operating results and business outlook for Firstar and
the Combined Company and Firstar's plans relating to the Combined Company.
Piper Jaffray analyzed the historical reported market prices and trading
activity of Firstar Common Stock, and compared financial information
concerning ABI and Firstar and stock market information on Firstar to
similar information for certain publicly traded companies deemed similar
to ABI and Firstar. Piper Jaffray also reviewed, to the extent publicly
available, the terms of selected relevant mergers and acquisitions,
analyzed the general economic outlook of banking institutions and
performed other studies and analyses as it considered appropriate.

Piper Jaffray relied upon and assumed the accuracy, completeness
and fairness of the financial statements and other information provided to
it by ABI and Firstar or otherwise made available to it, and did not
attempt independently to verify such information. Piper Jaffray assumed,
in reliance upon the assurances of the managements of ABI and Firstar,
that the information provided to it by ABI and Firstar was prepared on a
reasonable basis and, with respect to financial planning data and other
business outlook information, reflected the best currently available
estimates, and that the managements of ABI and Firstar were not aware of
any information or facts that would make the information provided to Piper
Jaffray incomplete or misleading. Piper Jaffray also assumed that there
were no material changes in ABI's or Firstar's assets, financial
condition, results of operations, business or prospects since the date of
the last financial statements made available to Piper Jaffray. Piper
Jaffray assumed that the ABI Merger Agreements accurately reflect all the
terms relevant to the Piper Jaffray Opinions, that the ABI Merger will
have the tax consequences described in the ABI Merger Agreements and that
the other transactions contemplated by the ABI Merger Agreements will be
consummated as described in the ABI Merger Agreements. Piper Jaffray
relied as to all legal matters relating to the ABI Merger and the ABI
Merger Agreements upon the advice of counsel to ABI. Because Piper
Jaffray was not asked to provide an opinion regarding the consideration to
be received by JSC stockholders in connection with the JSC Merger, Piper
Jaffray did not review or analyze any matters related to JSC, other than
the foregoing matters relative to ABI. In addition, Piper Jaffray did not
assume responsibility for making an independent evaluation, appraisal or
physical inspection of the assets or individual properties of ABI or
Firstar and was not furnished with any such appraisals. In particular,
Piper Jaffray is not an expert in the evaluation of loan loss or other
reserves, and has not made an independent evaluation of the adequacy of
the allowance for loan losses of ABI or Firstar, nor has it reviewed any
individual credit files, and it has assumed that the aggregate allowance
for loan losses is adequate to cover such losses. Further, the Piper
Jaffray Opinions were based on economic, monetary and market conditions
existing on, and the information made available to Piper Jaffray as of,
March __, 1996.

The Piper Jaffray Report included (i) a summary of the process
by which ABI sought a merger partner, (ii) profiles of Firstar and the
BHC, including a comparison of the trading characteristics of their
respective common stock, and (iii) an analysis and comparison of the final
bid proposals by Firstar and the BHC. The Piper Jaffray Report also
included a summary of financial data and ratios and historical stock
market data for a variety of financial institutions for general background
purposes. Set forth below is a brief summary of selected analyses Piper
Jaffray relied upon in rendering its opinions and which were included in
the Piper Jaffray Report and presented by Piper Jaffray to a joint meeting
of the JSC and ABI Boards on December 27, 1995.

Analysis of Selected Merger and Acquisition Transactions

Piper Jaffray reviewed certain financial data from two groups of
selected bank mergers and acquisitions, one group of seven transactions
involving either cash consideration or a mixture of cash and stock
consideration, and the other group of 16 transactions all involving
consideration in the form of common stock. All of the comparable
acquisitions analyzed involved targets with assets of between $500 million
and $10 billion located in the Midwest region, and were announced between
January 1, 1992 and December 21, 1995.

For each of these groups of selected bank mergers and
acquisitions, Piper Jaffray analyzed the ratio of transaction price per
share to target latest twelve months ("LTM") earnings per share; the ratio
of transaction price to target book value; the ratio of adjusted
transaction price to target adjusted book value (in each case assuming
that equity is 7.0% of assets); the ratio of transaction price to target
assets; and the ratio of transaction price to target deposits. For the
targets in these transactions, Piper Jaffray calculated the return on
average assets; the return on average common equity; the ratio of equity
to assets; and the ratio of non-performing assets to total assets.

For the transactions involving cash consideration or a mixture
of cash and stock consideration, this analysis showed that the ratio of
transaction price per share to target LTM earnings per share ranged from
13.0 to 23.1, with a mean of 16.6 and median of 15.8; the ratio of
transaction price to target book value ranged from 1.6 to 2.0 with a mean
of 1.8 and a median of 1.9; the ratio of adjusted transaction price to
target adjusted book value ranged from 1.6 to 2.2, with a mean of 2.0 and
a median of 2.1; the ratio of transaction price to target assets ranged
from 12.1% to 17.5% with a mean of 14.9% and a median of 14.4%; and the
ratio of transaction price to target deposits ranged from 13.8% to 21.5%
with a mean of 18.4% and a median of 19.9%. The targets in these
transactions had a return on average assets that ranged from 0.93% to
1.80% with a mean of 1.16% and a median of 1.05%; a return on average
common equity that ranged from 10.27% to 19.50% with a mean of 13.90% and
a median of 13.32%; a ratio of equity to assets that ranged from 6.40% to
9.15% with a mean of 7.89% and a median of 7.78%; and a ratio of non-
performing assets to total assets that ranged from 0.20% to 1.65% with a
mean of 0.67% and a median of 0.57%.

Piper Jaffray calculated the same ratios and data for the
comparable transactions involving consideration in the form of common
stock. This analysis showed that the ratio of transaction price per share
to target LTM earnings per share ranged from 10.9 to 33.0, with a mean of
17.3 and median of 17.1; the ratio of transaction price to target book
value ranged from 1.1 to 2.5 with a mean and median of 1.9; adjusted
transaction price to target adjusted book value ratio ranged from 1.1 to
3.3, with a mean of 2.1 and a median of 2.0; the ratio of transaction
price to target assets ranged from 7.3% to 26.9%, with a mean of 15.8% and
a median of 15.7%; and the ratio of transaction price to target deposits
ranged from 8.7% to 32.5%, with a mean of 18.9% and a median of 19.1%.
The targets in these common stock transactions had a return on average
assets that ranged from 0.46% to 1.55%, with a mean of 0.98% and a median
of 1.02%; a return on average common equity that ranged from 6.49% to
15.69%, with a mean of 11.95% and a median of 12.46%; a ratio of equity to
assets that ranged from 6.42% to 10.44%, with a mean of 8.12% and a median
of 7.88%; and a ratio of non-performing assets to total assets that ranged
from 0.23% to 4.68%, with a mean of 1.10% and a median of 0.71%.

By comparison, Piper Jaffray determined that the consideration
be paid to ABI stockholders in connection with the ABI Merger represented
a ratio of transaction price per share to LTM earnings per share of 14.1
(or 16.1 if only ABI core net income was considered); a ratio of
transaction price to book value of 1.7; a ratio of adjusted transaction
price to adjusted book value of 2.0; a ratio of transaction price to total
assets of 17.2%; and a ratio of transaction price to deposits of 22.0%.
The comparable selected financial data of ABI (as of and for the nine
months ended September 30, 1995) were return on average assets of 1.30%;
return on average common equity of 13.31%; ratio of equity to total assets
of 10.22%; and ratio of non-performing assets to total assets of 0.26%.

Analysis of Selected Comparable Companies

Piper Jaffray compared selected financial data and ratios for
ABI to the corresponding data and ratios for a group of eight financial
institutions deemed comparable to ABI, all of which are publicly traded
commercial bank holding companies headquartered in seven Midwestern
states, with total assets in the approximate range of $1 billion to $4
billion. This group of financial institutions included Associated
Bancorp., Community First Bancshares, CNB Bancshares, Inc., Firstbank of
Illinois Co., First Michigan Bank Corp., Fort Wayne Bank Corp., Hawkeye
Bancorporation and Homeland Bankshares Corp. The financial data and
ratios included multiples of market price to LTM earnings per share;
market price to estimated 1995 earnings per share; market price to
estimated 1996 earnings per share; market price to book value; return on
average assets; return on average equity; ratio of equity to assets; net
interest margin; efficiency ratio; and ratio of loans to deposits. This
analysis showed that this group of financial institutions had ratios of
market price to LTM earnings per share that ranged from 12.8 to 16.0, with
a mean of 14.2 and a median of 14.3; ratios of market price to estimated
1995 earnings per share that ranged from 12.5 to 15.5, with a mean and
median of 13.8; ratios of market price to estimated 1996 earnings per
share that ranged from 11.1 to 14.1, with a mean of 12.5 and a median of
12.6; ratios of market price to book value that ranged from 1.4 to 2.3,
with a mean and median of 1.8; returns on average assets that ranged from
1.0% to 1.4%, with a mean and median of 1.2%; returns on average common
equity that ranged from 11.2% to 15.4%, with a mean of 13.7% and a median
of 13.8%; ratios of equity to total assets that ranged from 5.8% to 10.3%,
with a mean of 8.8% and a median of 9.3%; net interest margin that ranged
from 4.4% to 4.8%, with a mean and median of 4.5%; efficiency ratios that
ranged from 55.4% to 64.4%, with a mean of 59.9% and a median of 61.0%;
and ratios of loans to deposits that ranged from 74.7% to 90.8%, with a
mean of 80.0% and a median of 77.8%. Earnings per share estimates for
this group of financial institutions were based on Institutional Brokers
Estimate System ("IBES") estimates as of December 22, 1995. IBES is a
data service that monitors and publishes a compilation of earnings
estimates produced by selected research analysts regarding companies of
interest to institutional investors.

By comparison, Piper Jaffray determined that the transaction
price represented by the consideration to be paid to ABI stockholders in
connection with the ABI Merger yielded a ratio of price to LTM earnings
per share of 14.1 (16.1 using only ABI core net income, which was adjusted
to eliminate the gain from the reversal of the loan loss provision in the
fourth quarter of 1994); a ratio of price to estimated 1995 earnings per
share of 13.3; a ratio of price to estimated 1996 earnings per share of
11.4; and a ratio of price to book value of 1.7 (2.0 assuming equity at
7.0% of assets). The comparable selected financial ratios of ABI (as of
and for the nine months ended September 30, 1995) included return on
average assets of 1.3%; return on average common equity of 13.3%; ratio of
equity to total assets of 10.2%; net interest margin of 5.2%; efficiency
ratio of 63.3% and ratio of loans to deposits of 77.7%.

Discounted Dividend Stream Analysis

Using discounted dividend stream analysis, Piper Jaffray
calculated a range of theoretical per share values for ABI, based on
estimates of the present value of implied future dividends which could be
paid by ABI, subject to the constraint that the equity to assets ratio for
ABI be maintained at 7%, and a terminal value assuming ABI is sold in the
year 2000 at a multiple of net income. Piper Jaffray used internal
financial planning data prepared by management of ABI for 1996 through
2000 that reflect ABI as a stand alone entity. Piper Jaffray calculated
the range of net present values for ABI based on a range of discount rates
of 13% to 17% and a range of terminal value multiples of forecasted 2000
earnings of 10.0x to 14.0x. This analysis yielded a range of estimated
present values for ABI of approximately $165 million to $229 million.

Pro Forma Dilution Analysis

Piper Jaffray analyzed the hypothetical pro forma effects of the
ABI Merger on Firstar's earnings per share for the years ending December
31, 1996 and 1997. Projected earnings of ABI prepared by ABI management
were combined with projected estimates for Firstar, based on IBES
estimates for 1996 and estimated amounts for 1997 based on an assumed
growth rate of 8% over 1996. This analysis showed, among other things,
that, assuming net non-interest cost savings in each year of approximately
35% of projected ABI 1996 non-interest expense, the accretion to earnings
per share of common stock of Firstar would be approximately 1.0% for 1996
and 0.9% for 1997. Piper Jaffray also tested the sensitivity of this
analysis by assuming cost take-outs between 0% and 50% for each of 1996
and 1997. This analysis indicated that, in the absence of any cost take-
outs, the Mergers would be dilutive to the earnings of Firstar by
approximately 2.6% for 1996 and 2.4% for 1997, compared with cost savings
of 50% which would be accretive to earnings for Firstar by 2.5% in 1996
and 2.3% for 1997.

In connection with delivering its written opinion to the ABI
Board dated January 10, 1996 and in connection with delivering its written
opinions dated March __, 1996 and attached to this Proxy Statement-
Prospectus as Appendix D and Appendix E, Piper Jaffray confirmed the
appropriateness of its reliance on the analyses in the Piper Jaffray
Report by performing procedures to update certain of such analyses and by
reviewing the assumptions on which such analyses were based and the
factors considered in connection therewith.

Although the summary set forth above does not purport to be a
complete description of the analyses performed by Piper Jaffray, the
material analyses performed by Piper Jaffray in rendering its opinions
have been summarized above. However, the preparation of a fairness
opinion is not necessarily susceptible to partial analysis or summary
description. Piper Jaffray believes that its analyses and the summary set
forth above must be considered as a whole and that selecting portions of
its analyses, without considering all analyses, or selecting part or all
of the above summary, without considering all factors and analyses, would
create an incomplete view of the processes underlying the analyses set
forth in the Piper Jaffray Opinions. In addition, Piper Jaffray may have
given various analyses more or less weight than other analyses but no
analysis was given materially more weight than any other analysis. The
fact that any specific analysis has been referred to in the summary above
is not meant to indicate that such analysis was given greater weight than
any other analysis.

In performing its analyses, Piper Jaffray made numerous
assumptions with respect to industry performance, general business and
economic conditions and other matters, many of which are beyond the
control of ABI and Firstar. The analyses performed by Piper Jaffray are
not necessarily indicative of actual values or actual future results,
which may be significantly more or less favorable than suggested by such
analyses. Such analyses were prepared solely as part of Piper Jaffray's
analysis of the fairness of the consideration to be paid in connection
with the ABI Merger to ABI stockholders. The analyses do not purport to
be appraisals or to reflect the prices at which a company might actually
be sold or the prices at which any securities may trade at the present
time or at any time in the future. Neither of the Piper Jaffray Opinions
expresses any view regarding the consideration to be received by JSC
stockholders in connection with the JSC Merger. In addition, as described
above, the Piper Jaffray opinion delivered to the ABI Board of Directors
was one of many factors taken into consideration by the ABI Board of
Directors in making its determination to approve the ABI Merger
Agreements.

Pursuant to the Engagement Letter, for acting as financial
advisor to ABI and JSC, ABI has agreed to pay Piper Jaffray a fee of 0.5%
of the consideration paid in the Mergers (less the fair market value of
JSC's investment securities portfolio) to the extent such consideration
does not exceed $200 million, plus 0.75% of such consideration in excess
of $200 million but less than $225 million, plus 1.00% of such
consideration in excess of $225 million. The aggregate amount of the fee
payable to Piper Jaffray will depend on the amount of the consideration
received by ABI and JSC stockholders in connection with the Mergers which
will, in turn, depend on the Market Value of Firstar Common Stock. If,
for example, the Market Value of Firstar Common Stock is equal to $____
(the closing price of Firstar Common Stock on March __, 1996) the
aggregate fees payable to Piper Jaffray would be approximately $_________.
An aggregate of $175,000 of such fees have been paid to Piper Jaffray as
of the date of this Proxy Statement-Prospectus and the balance
(approximately $____________ if the Market Value of Firstar Common Stock
is $______) is contingent on, and due upon, consummation of the ABI
Merger. Whether or not the Mergers are consummated, ABI has also agreed
to reimburse Piper Jaffray for its reasonable out-of-pocket expenses and
[ABI and JSC have agreed] to indemnify Piper Jaffray against certain
liabilities relating to or arising out of services performed by Piper
Jaffray as financial advisor to JSC and ABI.

Piper Jaffray was selected by JSC and ABI on the basis of its
experience in valuing securities in connection with mergers and
acquisitions, knowledge of ABI and expertise in transactions involving
financial institutions. Piper Jaffray is a nationally recognized
investment banking firm and is regularly engaged in the valuation of
businesses and their securities in connection with mergers and
acquisitions, underwritings and secondary distributions of securities,
private placements and valuations for estate, corporate and other
purposes. Piper Jaffray has from time to time issued research reports and
recommendations on the common stock of Firstar and, in the ordinary course
of business, acts as a market maker in Firstar Common Stock.

Terms of the Mergers

Jacob Schmidt Company

At the Effective Time of the JSC Merger (the "JSC Effective
Time"), JSC will merge with and into FCM, which will be the surviving
corporation. The Articles of Incorporation and By-laws of FCM in effect
at the JSC Effective Time will govern the surviving corporation until
amended or repealed in accordance with applicable law. At the JSC
Effective Time, subject to adjustment pursuant to the trading price of
Firstar Common Stock and for the costs of certain environmental
remediation, in each case as described below, and subject to statutory
dissenters' rights, each outstanding share of JSC Common Stock will be
converted into the right to receive $3,372.4439 per share (the "Price Per
JSC Share"), payable in a combination of (i) cash in the amount of
$674.4888 per share of JSC Common Stock (the "JSC Cash Consideration") and
(ii) the number of shares of Firstar Common Stock that is equal to
$2,697.9551 divided by the "Market Value of Firstar Common Stock" (to the
nearest one-thousandth of a share) (the "JSC Stock Consideration"). The
"Market Value of Firstar Common Stock" is the average of the closing
prices, as reported on the NYSE Composite Tape, of Firstar Common Stock on
the twelve consecutive trading days ending on and including the trading
day preceding the trading day immediately preceding the Closing Date.

Under the JSC Merger Agreements, the Price Per JSC Share, the
JSC Cash Consideration and JSC Stock Consideration are subject to
adjustment based upon the Market Value of Firstar Common Stock as follows:
(i) if the Market Value of Firstar Common Stock is less than or equal to
$30.00, then the JSC Stock Consideration will be fixed at 87.972 shares of
Firstar Common Stock, the Price Per JSC Share will be fixed at $3298.9541,
and the JSC Cash Consideration will be equal to the amount of the
difference between $3298.9541 and the product of 87.972 multiplied by the
Market Value of Firstar Common Stock (the "Market Value of JSC Stock
Consideration"); if the Market Value of Firstar Common Stock is less than
$30.00, then the proportion of JSC Total Consideration consisting of JSC
Cash Consideration will incrementally increase above 20% as illustrated in
Appendix E; (ii) if the Market Value of Firstar Common Stock is less than
or equal to $32.00, then the Price Per JSC Share will be $3,298.9541; if
the Market Value of Firstar Common Stock is less than or equal to $32.00
but not less than $30.00, then the proportion of the Price Per JSC Share
consisting of JSC Cash Consideration will be 20%; (iii) if the Market
Value of Firstar Common Stock is less than $36.00, but greater than
$32.00, then the Price Per JSC Share will be reduced incrementally from
$3,372.4439, at the rate of $.1837 for each $.01 decrease in the Market
Value of Firstar Common Stock below $36.00; (iv) if the Market Value of
Firstar Common Stock is less than or equal to $44.00, but not less than
$36.00, then the Price Per JSC Share will be $3,372.4439; (v) if the
Market Value of Firstar Common Stock is less than or equal to $48.00, but
not less than $44.00, then the Price Per JSC Share will increase
incrementally from $3,372.4439, at the rate of $.1837 for each $.01
increase in the Market Value of Firstar Common Stock above $44.00, up to a
maximum of $3,445.9346; (vi) if the Market Value of Firstar Common Stock
equals or exceeds $44.00, but is less than or equal to $56.25, then the
JSC Stock Consideration will be 61.317 shares of Firstar Common Stock and
the JSC Cash Consideration will be the difference between the Price Per
JSC Share and the Market Value of JSC Stock Consideration; if the Market
Value of Firstar Common Stock equals or exceeds $48.00, then the Price Per
JSC Share will be $3,445.9346 and the proportion of the Price Per JSC
Share consisting of JSC Cash Consideration will incrementally decrease
below 20%, as illustrated in Appendix E; if the Market Value of Firstar
Common Stock equals or exceeds $56.25, the Price Per JSC Share of
$3,445.9346 will be comprised solely of JSC Stock Consideration. Because
the Price Per JSC Share, JSC Cash Consideration and JSC Stock
Consideration are all dependent upon the Market Value of Firstar Common
Stock, which cannot be determined until after the close of trading on the
NYSE on the trading day preceding the trading day preceding the Closing
Date, the Price Per JSC Share, JSC Cash Consideration and JSC Stock
Consideration will not be determined until such time.

The average of the daily closing prices of Firstar Common Stock
for the twelve consecutive trading days ending on the trading day
immediately preceding the date hereof was $_____. If the Market Value of
Firstar Common Stock is such amount on the Closing Date, the Price Per JSC
Share will be $________, the JSC Cash Consideration will be $_______ and
the JSC Stock Consideration will be _______ shares of Firstar Common
Stock. No assurance can be given as to the market price of Firstar Common
Stock either before or after the Mergers, or as what the Market Value of
Firstar Common Stock will be. JSC stockholders are advised to obtain
current market quotations for Firstar Common Stock.

Examples of the Price Per JSC Share, JSC Cash Consideration and
JSC Stock Consideration, as well as certain other information, for each
whole dollar denomination of Market Value of Firstar Common Stock between
$21.00 and $58.00, as well as $20.625, are included in Appendix E.

If the Market Value of Firstar Common Stock is less than $30.00,
then in certain circumstances the Boards of Directors of JSC and ABI may
terminate the Merger Agreements. If the Market Value of Firstar Common
Stock is less than $20.625, then the Boards of Directors of JSC and ABI or
the Board of Directors of Firstar may terminate the Merger Agreements.
See "--Termination, Amendment and Waiver."

Under the JSC Merger Agreements, the Price Per JSC Share, JSC
Cash Consideration and JSC Stock Consideration are subject to adjustment
if the costs of certain environmental remediation that may be required by
ABI exceed $500,000. In such circumstances, Firstar has the right to
adjust the Price Per JSC Share with the effect that the aggregate Market
Value of Firstar Common Stock otherwise issuable in the JSC Merger will be
reduced by 51.4182% of such excess remediation costs.

The JSC Merger Agreements also provide that, if between the date
of the JSC Merger Agreements and the JSC Effective Time, Firstar declares
a stock dividend or distribution upon or subdivides, splits up,
reclassifies or combines its shares of Firstar Common Stock or declares a
dividend or makes a distribution on Firstar Common Stock of any security
convertible into Firstar Common Stock, appropriate adjustment or
adjustments will be made in the JSC Exchange Ratio applicable to JSC
Common Stock.

No fractional shares of Firstar Common Stock will be issued in
the JSC Merger. Instead, Firstar will pay to each holder of JSC Common
Stock who would otherwise be entitled to a fractional share an amount of
cash equal to the fraction of a share of Firstar Common Stock to which the
JSC stockholder would otherwise be entitled multiplied by the closing
price per share of Firstar Common Stock at the JSC Effective Time on the
NYSE. The shares of Firstar Common Stock and shares of common stock of
FCM issued and outstanding immediately prior to the JSC Effective Time
will remain issued and outstanding.

American Bancorporation Inc.

At the Effective Time of the ABI Merger (the "ABI Effective
Time"), ABI will merge with and into FCM, which will be the surviving
corporation. The Articles of Incorporation and By-laws of FCM in effect
at the ABI Effective Time will govern the surviving corporation until
amended or repealed in accordance with applicable law. At the ABI
Effective Time, subject to adjustment pursuant to the trading price of
Firstar Common Stock and for the costs of certain environmental
remediation costs, in each case as described below, and subject to
statutory dissenters' rights, each outstanding share of ABI Common Stock
not owned by Firstar, FCM or JSC ("ABI Minority Stock") will be converted
into the right to receive $228.0260 per share (the "Price Per ABI Share"),
payable in combination of (i) cash in the amount of $45.6052 per share of
ABI Minority Stock (the "ABI Cash Consideration") and (ii) the number of
shares of Firstar Common Stock that is equal to $182.4208 divided by the
Market Value of Firstar Common Stock (to the nearest one-thousandth of a
share) (the "ABI Stock Consideration").

Under the ABI Merger Agreements, the Price Per ABI Share, ABI
Cash Consideration and ABI Stock Consideration are subject to adjustment
based upon the Market Value of Firstar Common Stock as follows: (i) if
the Market Value of Firstar Common Stock is less than or equal to $30.00,
then the ABI Stock Consideration will be fixed at 5.936 shares of Firstar
Common Stock, the Price Per ABI Share will be fixed at $222.5968, and the
ABI Cash Consideration will be equal to the amount of the difference
between $222.5968 and the product of 5.936 multiplied by the Market Value
of Firstar Common Stock ("Market Value of ABI Stock Consideration"); if
the Market Value of Firstar Common Stock is less than $30.00, the
proportion of ABI Total Consideration consisting of ABI Cash Consideration
shall incrementally increase above 20% as illustrated in Appendix F; (ii)
if the Market Value of Firstar Common Stock is less than or equal to
$32.00, the Price Per ABI Share will be $222.5968; if the Market Value of
Firstar Common Stock is less than or equal to $32.00 but not less than
$30.00, the proportion of the Price Per ABI Share consisting of ABI Cash
Consideration will be 20%; (iii) if the Market Value of Firstar Common
Stock is less than $36.00, but greater than $32.00, then the Price Per ABI
Share will be reduced incrementally from $228.0260, at the rate of $.0136
for each $.01 decrease in the Market Value of Firstar Common Stock below
$36.00; (iv) if the Market Value of Firstar Common Stock is less than or
equal to $44.00, but not less than $36.00, then the Price Per ABI Share
will be $228.0260; (v) if the Market Value of Firstar Common Stock is less
than or equal to $48.00, but not less than $44.00, then the Price Per ABI
Share will increase incrementally from $228.0260, at the rate of $.0136
for each $.01 increase in the Market Value of Firstar Common Stock above
$44.00, up to a maximum of $233.4552; (vi) if the Market Value of Firstar
Common Stock equals or exceeds $44.00, but is less than or equal to
$56.25, then the ABI Stock Consideration will be 4.146 shares of Firstar
Common Stock and the ABI Cash Consideration will be the difference between
the Price Per ABI Share and the Market Value of ABI Stock Consideration;
if the Market Value of Firstar Common Stock equals or exceeds $48.00, then
the Price Per ABI Share will be $233.4552 and the proportion of the Price
Per ABI Share consisting of ABI Cash Consideration will incrementally
decrease below 20%, as illustrated in Appendix F; if the Market Value of
Firstar Common Stock equals or exceeds $56.25, the Price Per ABI Share of
$233.4552 will be comprised solely of ABI Stock Consideration. Because
the Price Per ABI Share, ABI Cash Consideration and ABI Stock
Consideration are all dependent upon the Market Value of Firstar Common
Stock, which cannot be determined until after the close of trading on the
NYSE on the trading day preceding the trading day preceding the Closing
Date, the Price Per ABI Share, ABI Cash Consideration and ABI Stock
Consideration will not be determined until such time.

The average of the daily closing prices of Firstar Common Stock
for the twelve consecutive trading days ending on the trading day
immediately preceding the date hereof was $_______. If the Market Value
of Firstar Common Stock is such amount on the Closing Date, the Price Per
ABI Share will be $________, the ABI Cash Consideration will be $_______
and the ABI Stock Consideration will be ________ shares of Firstar Common
Stock. No assurance can be given as to the market price of Firstar Common
Stock either before or after the Mergers, or as to what the Market Value
of Firstar Common Stock will be. ABI Stockholders are advised to obtain
current market quotations for Firstar Common Stock.

Examples of the Price Per ABI Share, ABI Cash Consideration and
ABI Stock Consideration, as well as certain other information, for each
whole dollar denomination of Market Value of ABI Common Stock between
$21.00 and $58.00, as well as $20.625, are included in Appendix F.

If the Market Value of Firstar Common Stock is less than $30.00,
in certain circumstances the Boards of Directors of JSC and ABI may
terminate the Merger Agreements. If the Market Value of Firstar Common
Stock is less than $20.625, the Boards of Directors of JSC and ABI or the
Board of Directors of Firstar may terminate the Merger Agreements. See "-
-Termination, Amendment and Waiver."

Under the ABI Merger Agreements, the Price Per ABI Share, ABI
Cash Consideration and ABI Stock Consideration are also subject to
adjustment if the costs of certain environmental remediation that may be
required by ABI exceed $500,000. In such circumstances, Firstar has the
right to adjust the Price Per ABI Share with the effect that the aggregate
Market Value of Firstar Common Stock otherwise issuable in the ABI Merger
will be reduced by 48.5818% of such excess remediation costs.

The ABI Merger Agreements provide that, if between the date of
the ABI Merger Agreements and the ABI Effective Time, Firstar declares a
stock dividend or distribution upon or subdivides, splits up, reclassifies
or combines its shares of Firstar Common Stock or declares a dividend or
makes a distribution on Firstar Common Stock of any security convertible
into Firstar Common Stock, appropriate adjustment or adjustments will be
made in the ABI Exchange Ratio applicable to ABI Common Stock.

No fractional shares of Firstar Common Stock will be issued in
the Merger. Instead, Firstar will pay to each holder of ABI Common Stock
who would otherwise be entitled to a fractional share an amount of cash
equal to the fraction of a share of Firstar Common Stock to which the ABI
stockholder would otherwise be entitled multiplied by the closing price
per share of Firstar Common Stock at the ABI Effective Time on the NYSE.
The shares of Firstar Common Stock and shares of common stock of FCM
issued and outstanding immediately prior to the ABI Effective Time will
remain issued and outstanding.

Effective Times of the Mergers

Subject to satisfaction or waiver of all other conditions to the
Mergers, the closing of the Mergers will take place on a date (the
"Closing Date") to be specified by Firstar, JSC and ABI, which unless the
parties otherwise agree is required to be no later than 10 business days
after the latest to occur of (a) receipt of all necessary approvals of the
Mergers and the Bank Mergers, (b) the date on which the stockholders of
JSC approve the JSC Merger, (c) the date on which the stockholders of ABI
approve the ABI Merger, and (d) unless waived by Firstar, the completion
of any Remediation Actions. If the closing does not take place on the
date referred to in the preceding sentence because any condition to the
obligations of Firstar and FCM, on the one hand, or JSC and ABI, on the
other hand, under the Merger Agreements is not met on that date, the other
party may postpone the closing from time to time to any designated
subsequent business day not more than ten business days after the original
or postponed date on which the closing was to occur. As soon as
practicable on or after the Closing Date, executed Articles of Merger will
be filed with the Secretary of State of the State of Minnesota with
respect to the JSC Merger and executed Certificates of Merger will be
filed with the Secretary of State of the State of Delaware, with respect
to the JSC Merger and the ABI Merger, and such filings will be coordinated
so that the JSC Merger will become effective immediately prior to the ABI
Merger (the "Effective Time"). The Closing Date is currently expected to
occur in ____________, 1996. See "Conditions to the Mergers" and
"Regulatory Approvals."

Surrender of Certificates

Jacob Schmidt Company

As soon as reasonably practicable after the JSC Effective Time,
Firstar Trust Company, or such other bank or trust company designated as
exchange agent for Firstar (the "JSC Exchange Agent"), is required to mail
to each holder of record of JSC Common Stock a letter of transmittal and
instructions for use in effecting the surrender of such holder's JSC stock
certificates for certificates representing Firstar Common Stock
("Certificates") and cash.

JSC STOCKHOLDERS SHOULD NOT SEND IN THEIR STOCK CERTIFICATES
UNTIL THEY RECEIVE THE LETTER OF TRANSMITTAL FORM AND INSTRUCTIONS.

Upon surrender to the JSC Exchange Agent of one or more
certificates for JSC Common Stock, together with a properly completed
letter of transmittal, there will be issued and mailed to the holder a
Certificate or Certificates and a check in the amount of cash to which the
holder is entitled plus, where applicable, the additional amount of cash
representing any fractional share. A Certificate and a check for the
total cash amount may be issued in a name other than the name in which the
surrendered certificate is registered only if a certificate representing
such JSC Stock is presented to the JSC Exchange Agent, accompanied by all
documents required to evidence and effect a transfer to the new name and
by evidence that any applicable stock transfer taxes have been paid.

All Firstar Common Stock issued pursuant to the JSC Merger will
be deemed issued as of the JSC Effective Time. No dividends or other
distributions declared or made after the JSC Effective Time with respect
to Firstar Common Stock with a record date after the JSC Effective Time
will be paid to the holder of any unsurrendered certificate representing
JSC Common Stock with respect to the shares of Firstar Common Stock
represented thereby, and no cash payment in lieu of fractional shares will
be paid to any such holder, until the holder of record of such certificate
surrenders the certificate. Subject to the effect of applicable laws,
following surrender of any certificate, there will be paid to the record
holder of the Certificates issued in exchange, without interest, (i) the
amount of any JSC Cash Consideration to which such record holder is
entitled, (ii) at the time of such surrender, the amount of any cash
payable in lieu of a fractional share of Firstar Common Stock and the
amount of dividends or other distributions with record and payment dates
after the JSC Effective Time and before the date of such surrender and
(iii) at the appropriate payment date, the amount of dividends or other
distributions with a record date after the JSC Effective Time but prior to
surrender and a payment date subsequent to surrender payable with respect
to the whole shares of Firstar Common Stock represented by the
Certificates. In no event shall the persons entitled to receive such
dividends, distributions and cash in lieu of fractional shares be entitled
to receive interest on amounts payable.

American Bancorporation Inc.

As soon as reasonably practicable after the ABI Effective Time,
Firstar Trust Company, or such other bank or trust company designated as
exchange agent for Firstar (the "ABI Exchange Agent"), is required to mail
to each holder of record of ABI Common Stock and a letter of transmittal
and instructions for use in effecting the surrender of such holder's ABI
Common Stock certificates for Certificates and cash.

ABI STOCKHOLDERS SHOULD NOT SEND IN THEIR STOCK CERTIFICATES
UNTIL THEY RECEIVE THE LETTER OF TRANSMITTAL FORM AND INSTRUCTIONS.

Upon surrender to the ABI Exchange Agent of one or more
certificates for ABI Common Stock, together with a properly completed
letter of transmittal, there will be issued and mailed to the holder a
Certificate or Certificates and a check in the amount of cash to which the
holder is entitled plus, where applicable, the additional amount of cash
representing any fractional share. A Certificate and a check for the
total amount of cash may be issued in a name other than the name in which
the surrendered certificate is registered only if a certificate
representing such ABI Common Stock is presented to the ABI Exchange Agent
accompanied by all documents required to evidence and effect a transfer to
the new name and by evidence that any applicable stock transfer taxes have
been paid.

All Firstar Common Stock issued pursuant to the ABI Merger will
be deemed issued as of the ABI Effective Time. No dividends or other
distributions declared or made after the ABI Effective Time with respect
to Firstar Common Stock with a record date after the ABI Effective Time
will be paid to the holder of any unsurrendered certificate representing
ABI Common Stock with respect to the shares of Firstar Common Stock
represented thereby, and no cash payment in lieu of fractional shares will
be paid to any such holder, until the holder of record of such certificate
surrenders the certificate. Subject to the effect of applicable laws,
following surrender of any certificate, there will be paid to the record
holder of the Certificates issued in exchange, without interest, (i) the
amount of any ABI Cash Consideration to which such record holder is
entitled, (ii) at the time of such surrender, the amount of any cash
payable in lieu of a fractional share of Firstar Common Stock and the
amount of dividends or other distributions with record and payment dates
after the ABI Effective Time and before the date of such surrender and
(iii) at the appropriate payment date, the amount of dividends or other
distributions with a record date after the ABI Effective Time but prior to
surrender and a payment date subsequent to surrender payable with respect
to the whole shares of Firstar Common Stock represented by the
Certificates. In no event shall the persons entitled to receive such
dividends, distributions and cash in lieu of fractional shares be entitled
to receive interest on amounts payable.

Conditions to the Mergers

The Mergers will occur only if the Merger Agreements are
approved by the requisite vote by the holders of JSC Common Stock and ABI
Common Stock. Consummation of the Mergers is also subject to the
satisfaction of certain other conditions unless waived to the extent
waiver is permitted by applicable law. Such conditions include the
following, which constitute all material conditions: (i) the receipt of
all necessary regulatory approvals of the Mergers and the Bank Mergers
including the approvals of the Federal Reserve Board, the OCC and the
Minnesota Commissioner of Commerce, with no conditions that, as reasonably
and in good faith determined by Firstar, are not customary or would have a
material adverse effect on ABI or the benefits Firstar anticipated from
the Mergers or the Bank Mergers; (ii) the effectiveness of the
Registration Statement and the absence of a stop order suspending such
effectiveness or proceedings seeking a stop order; (iii) the absence of a
temporary restraining order, injunction or other order of any court of
competent jurisdiction or other legal restraint or prohibition preventing
the consummation of the Mergers; (iv) authorization for listing on the
NYSE upon official notice of issuance of the shares of Firstar Common
Stock issuable in the Mergers; (v) an opinion of Lindquist & Vennum,
counsel to JSC and ABI and special tax counsel to Firstar and FCM,
regarding the tax treatment and effects of the Mergers; (vi) opinions of
Piper Jaffray Inc., financial advisor to JSC and ABI, regarding the
fairness of the Mergers to ABI stockholders dated as of a date on or about
the date of this Proxy Statement-Prospectus; (vii) the absence of any
material adverse change since the date of the Reorganization Agreement in
the business, operations, prospects or financial condition of JSC, ABI,
Firstar and their respective subsidiaries, as the case may be, other than
any changes attributable to or resulting from any change in law,
regulation, or generally accepted accounting standards which impairs
Firstar and ABI in a substantially similar manner; (viii) the balance
sheet of JSC as of the Closing Date shows its investment in ABI and at
least $10 million in cash and cash equivalents, net of liabilities;
(ix) any required Remediation Actions have been completed or ABI shall
have made adequate financial provision for such completion; and (x) the
continued accuracy of representations and warranties by Firstar, JSC and
ABI regarding, among other things, the organization of the parties,
financial statements, capitalization, pending and threatened litigation,
enforceability of the Merger Agreements, compliance with law, and tax
matters. See "Termination, Amendment and Waiver" and "Regulatory
Approvals."

It is a condition to the delivery of the tax opinion referenced
in clause (v) of the preceding paragraph that certain stockholders of JSC
and certain stockholders of ABI execute and deliver a Shareholder
Agreement regarding such stockholders' intention to hold shares of Firstar
Common Stock received in the Mergers. See "-- Shareholder Agreement."

In addition, unless waived, each party's obligation to effect
the Mergers is subject to performance by the other party of its
obligations under the Merger Agreements and the receipt of certain
certificates from the other party and legal opinions.

Regulatory Approvals

The Mergers are subject to prior approval by the Federal Reserve
Board under the Bank Holding Company Act of 1956, as amended (the "BHC
Act"), which requires that the Federal Reserve Board take into
consideration, among other factors, the financial and managerial resources
and future prospects of the respective institutions and the convenience
and needs of the communities to be served. The BHC Act prohibits the
Federal Reserve Board from approving the Mergers if they would result in a
monopoly or be in furtherance of any combination or conspiracy to
monopolize or to attempt to monopolize the business of banking in any part
of the United States, or if their effect in any section of the country may
be substantially to lessen competition or to tend to create a monopoly, or
if it would in any other manner be a restraint of trade, unless the Federal
Reserve Board finds that the anticompetitive effects of the Mergers are
clearly outweighed in the public interest by the probable effect of the
transactions in meeting the convenience and needs of the communities to be
served. The Federal Reserve Board has the authority to deny an
application if it concludes that the combined organization would have an
inadequate capital position. Furthermore, the Federal Reserve Board must
also assess the records of the depository subsidiaries of Firstar and ABI
under the Community Reinvestment Act of 1977, as amended (the "CRA"). The
CRA requires that the Federal Reserve Board analyze, and take into account
when evaluating an application, each depository institution's record of
meeting the credit needs of its local communities, including low- and
moderate-income neighborhoods, consistent with safe and sound operation.

Under the BHC Act, the Mergers may not be consummated until up
to 30 days following the date of Federal Reserve Board approval, during
which time the United States Department of Justice may challenge the
Mergers on antitrust grounds. The commencement of an antitrust action
would stay the effectiveness of the Federal Reserve Board's approval
unless a court specifically orders otherwise.

Firstar submitted an application with the Federal Reserve Bank
of Chicago (the "Federal Reserve Bank") on _________ __, 1996. Firstar
has been advised that the Federal Reserve Bank has accepted the
application for processing, as of ____________ __, 1996, under delegated
authority from the Federal Reserve Board. Under the regulations of the
Federal Reserve Board, the Federal Reserve Bank will act on the
application within the 30-day period that began on the date the
application was accepted for filing (a period that will be tolled by any
public comments or other circumstances that may trigger further requests
for information from the Federal Reserve Bank). There can be no assurance
that the Federal Reserve Bank will continue processing the application
under delegated authority.

The Mergers are also subject to prior approval by the Minnesota
Commissioner of Commerce under Minnesota's Interstate Banking Act. The
Minnesota Commissioner of Commerce must consider generally the same
factors as the Federal Reserve Board must take into consideration under
the BHC Act. In addition, each of the banks to be acquired must have been
in existence for at least five years prior to the date of acquisition.
The subsidiary banks of ABI have each been in existence for five or more
years. Further, the acquisition must not result in Firstar controlling 30
percent or more of the total amount of deposits in insured depository
institutions in Minnesota. After the acquisition, Firstar will control
less than 10 percent of such deposits.

Firstar filed a notice application for control of ABI and its
subsidiary banks with the Minnesota Commissioner of Commerce on
______________________, 1996. The application will be deemed approved
unless it is disapproved by such Commissioner within 60 days (or 90 days,
if the notice period is extended by the Commissioner). There is no
waiting period for consummation of the acquisition after the approval by
the Minnesota Commissioner of Commerce. The Commissioner is expected to
act on the application by ___________, 1996.

The Bank Mergers are subject to prior approval by the OCC under
the Bank Merger Act (the "BMA"). The BMA requires that the OCC take into
consideration the financial and managerial resources and future prospects
of the respective institutions and the convenience and needs of the
communities served. The BMA prohibits the OCC from approving the Bank
Mergers if they would result in a monopoly or be in the furtherance of any
combination or conspiracy to monopolize or to attempt to monopolize the
business of banking in any part of the United States, or if their effect
in any section of the country may be substantially to lessen competition
or tend to create a monopoly, or if they would in any other manner be a
restraint of trade, unless the OCC finds that any anticompetitive effects
are clearly outweighed in the public interest by the probable effect of
the transactions in meeting the convenience and needs of the communities
to be served. Furthermore, the OCC must also assess the records of ABI's
bank subsidiaries and Firstar Bank under the CRA. The OCC has the
authority to deny an application if it concludes that the combined
organization would have an inadequate capital position.

Under the BMA, the Bank Mergers may not be consummated until up
to 30 days following the date of OCC approval, during which time the
United States Department of Justice may challenge the Bank Mergers on
antitrust grounds. The commencement of an antitrust action would stay the
effectiveness of the OCC's approval unless a court specifically orders
otherwise.

ABI and Firstar submitted an application with the OCC on
_____________, 1996. Firstar anticipates that the OCC will act on the
application by the end of _______________, 1996.

There can be no assurance that the requisite regulatory
approvals will be obtained, and if such approvals are obtained, there can
be no assurance as to the timing thereof. There can likewise be no
assurance that the Department of Justice will not challenge the Mergers or
the Bank Mergers or, if such a challenge is made, as to the result
thereof.

The Mergers cannot proceed in the absence of all requisite
regulatory approvals. See "Conditions to the Mergers," "Effective Time of
the Mergers" and "Termination, Amendment and Waiver." In the Merger
Agreements, Firstar, JSC and ABI have agreed to use all reasonable efforts
and to cooperate with each other in taking any actions necessary to obtain
the requisite regulatory approvals, including participating in any
required hearings or proceedings, without any condition that, as
reasonably and in good faith determined by Firstar, is not customary, or
would have a material adverse effect on ABI or the benefits Firstar
anticipated from the Mergers or the Bank Mergers. There can be no
assurance that any regulatory approvals will not contain a condition that
fails to meet these standards.

Firstar, JSC and ABI are not aware of any other governmental
approvals or actions that are required for consummation of the Mergers
except as described above. Should any other approval or action be
required, it is presently contemplated that such approval or action would
be sought. There can be no assurance that any such approval or action, if
needed, could be obtained, and if such approvals or actions are obtained,
there can be no assurance as to the timing thereof.

Business Pending the Mergers

Under the Merger Agreements, each of JSC and ABI are generally
obligated to, and obligated to cause its subsidiaries to, operate their
respective businesses only in the usual, regular and ordinary course
consistent with past practices; preserve substantially intact its business
organization and assets, maintain its rights and franchises, use its
reasonable best efforts to retain the services of employees and maintain
its relationships with customers; maintain its properties; keep in full
force and effect insurance; perform obligations under material agreements;
and comply with material obligations imposed by laws. The Merger
Agreements also provide that prior to the Effective Time, without
Firstar's prior written consent, JSC and ABI may not, and may not allow
their respective subsidiaries to, among other things: (i) incur any
material liabilities or obligations, except in the ordinary course; (ii)
(A) grant any general increase in the compensation of employees as a
class, or to directors or officers, except in accordance with past
practice or as required by law, or increases which are not material, (B)
effect any change in retirement benefits to any class of employees or
officers, except as required by law, which would increase retirement
benefit liabilities, (C) adopt, enter into, amend or modify any benefit
plan or (D) enter into or amend any employment, severance, or similar
agreement arrangement with officers or directors or former officers or
directors; (iii) declare or pay any dividend except as described under "--
Dividends"; (iv)(A) redeem, purchase or otherwise acquire any shares of
its capital stock, or any options, warrants, conversion or other rights to
acquire shares of its capital stock or any other securities or
obligations, (B) merge with or into any other corporation or bank, permit
any other corporation or bank to merge into it or consolidate with any
other corporation or bank, or effect any reorganization or
recapitalization, (C) purchase or otherwise acquire any substantial
portion of the assets of, or more than 5% of any class of stock of, any
corporation, bank or other business, (D) liquidate, sell, dispose of or
encumber any assets or acquire any assets, except in the ordinary course
of its business consistent with past practice, or (E) split, combine or
reclassify any of its capital stock or issue or authorize the issuance of
any other securities in lieu of or substitution for its capital stock;
(iv) issue, deliver, award, grant or sell, or authorize the issuance of
any shares of its capital stock of any class or any securities convertible
into or exchangeable for any shares of its capital stock, other than
issuances by a wholly-owned subsidiary of ABI to its parent; (v) propose
or adopt any amendments to its corporate charter or bylaws in any way
adverse to Firstar; (vi) authorize, recommend or propose or enter into any
agreement in principle with respect to any acquisition of a material
amount of assets or securities or any release or relinquishment of any
material contract not in the ordinary course of business; (vii) renew,
extend, cancel or surrender any lease of real property or allow any lease
to lapse, without prior consultation with Firstar; (viii) change any of
its methods of accounting, or methods of reporting income or deductions
for federal income tax purposes, from those in effect at December 31,
1994, or for the year then ended, except as required by law or generally
accepted accounting principles; (ix) take any action which would or is
reasonably likely to (A) adversely affect the ability of Firstar, JSC or
ABI to obtain necessary approvals for the Mergers, the Bank Mergers or the
Subsidiary Divestitures, (B) adversely affect JSC's or ABI's respective
ability to perform its obligations under the Reorganization Agreement or
(C) result in any of the conditions to the Mergers not being satisfied or
in any violation of the Voting Agreements; (x) change the lending,
investment, liability management and other material policies concerning
the banking business of ABI and its banking subsidiaries, except as
required by law; (xi) purchase, renew or acquire any investment security
for its own account except certain debt obligations of the United States;
(xii) pay any professional fees in connection with the Mergers, except as
previously disclosed to Firstar pursuant to the Reorganization Agreement;
(xiii) purchase any equity securities, other than purchased by JSC or
(xiv) agree in writing to do any of the foregoing.

JSC and ABI have agreed to notify Firstar immediately if any
person makes a proposal concerning a Competing Transaction, as defined
below. JSC and ABI have also agreed that they will cause any subsidiary
that proposes to acquire real property to conduct an environmental
assessment of such property.

Firstar and ABI have agreed that Firstar will engage, at ABI's
expense, an environmental consulting engineering firm to perform certain
environmental site inspections of all real property owned, leased or
otherwise processed or controlled by JSC, ABI, or a subsidiary of ABI
(other than single family residential real property). ABI has agreed to
perform any cleanup, removal, remedial action or other response that is
required to bring the inspected property into compliance with applicable
environmental protection laws, rules and regulations (previously defined
as "Remediation Actions"). ABI has agreed to use reasonable efforts to
complete any Remediation Actions within six months of January 10, 1996,
the date of the Merger Agreements. If the cost of the Remediation Actions
exceeds $2 million, JSC and ABI have the right to terminate the Merger
Agreements. See "Termination, Amendment and Waiver."

In addition, the Merger Agreements provide that, prior to the
Effective Time, JSC and ABI may not initiate, solicit or encourage, or
take any other action to facilitate, any inquiries or the making of any
proposal which constitutes, or may reasonably be expected to lead to, any
"Competing Transaction," or negotiate with any person in furtherance of
such inquiries or to obtain a Competing Transaction, or agree to endorse
any Competing Transaction, or authorize or permit any of its officers,
directors or employees, or any investment banker, financial advisor,
attorney, accountant or other representative to take any such action.
"Competing Transaction" means any of the following involving JSC, ABI or
any subsidiary of ABI: any merger consolidation, share exchange or other
business combination; a sale or other disposition of a substantial portion
of the consolidated assets of JSC and ABI; a sale of capital stock or a
right to acquire capital stock constituting more than 10% of the capital
stock of JSC or ABI; a tender offer or exchange offer for at least 10% of
the outstanding shares of JSC common stock or ABI common stock; a
solicitation of proxies in opposition to approval of the Mergers by JSC or
ABI stockholders; or a public announcement of a bona fide proposal, plan
or intention to do any of the foregoing. The Merger Agreements provide,
however, that the Boards of Directors of JSC and ABI are not prohibited
from (i) taking any action or permitting any of its officers, directors,
employees or agents from taking any action if the Board of Directors of
JSC or ABI is complying with its fiduciary duties to stockholders and such
Board bases its determination of such fiduciary duties upon a written
opinion of counsel to such effect or (ii) complying with Rules 14d-2 and
14e-2 promulgated under the Securities Exchange Act of 1934, as amended,
with regard to a competing transaction.

JSC and ABI have agreed to, through their respective Boards of
Directors, (i) recommend to their respective stockholders approval of the
Merger Agreements; (ii) not withdraw, modify, or amend such
recommendation; and (iii) use their best efforts to obtain stockholder
approval.

Dividends

Termination, Amendment and Waiver

The Merger Agreements provide that the Merger Agreements may be
terminated, whether before or after approval of the matters presented in
connection with the Mergers by the respective stockholders of JSC and ABI:
(i) by mutual consent of Firstar, JSC and ABI; (ii) by Firstar or ABI (A)
if there has been a breach in any material respect of any representation,
warranty, covenant or agreement on the part of JSC and ABI, on the one
hand or Firstar and FCM, on the other hand, set forth in the
Reorganization Agreement or (B) if the representations and warranties of
JSC and ABI, on the one hand, or Firstar and FCM, on the other hand, are
discovered to have become materially untrue in the aggregate, in either
case which breach or other condition has not been cured within 10 business
days; (iii) by Firstar and FCM, on the one hand, or JSC and ABI, on the
other hand, if any permanent injunction preventing the consummation of the
Mergers becomes final and nonappealable; (iv) by Firstar or JSC and ABI if
the Mergers are not consummated before December 31, 1996, for a reason
other than the failure of the terminating party to comply with its
obligations under the Reorganization Agreement; (v) by Firstar or JSC and
ABI if the Federal Reserve Board, the Minnesota Commissioner of Commerce,
or other applicable bank regulatory authority has denied approval of
either of the Mergers and neither Firstar, JSC nor ABI has filed a
petition seeking review of such order within 30 days or any such petition
for review has been denied; (vi) by JSC, ABI or Firstar, if (A) the ABI
Merger Agreements and the ABI Merger are not duly approved by the holders
of ABI Common Stock after a vote thereon at the ABI Special Meeting; (B)
the JSC Merger Agreements and the JSC Merger are not duly approved by the
holders of JSC Common Stock after a vote thereon at the JSC Special
Meeting; and (vii) by Firstar if the Federal Reserve Board, the FDIC, the
OCC, or the Minnesota Commissioner of Commerce, as applicable, or any
other applicable bank regulatory authority has denied approval of either
of the Bank Mergers and neither Firstar nor ABI has filed a petition
seeking review of such order within 30 days, or any such petition for
review has been denied.

The Merger Agreements also provide that they may be terminated
by JSC and ABI if the aggregate cost of any cleanup, removal, remedial
action or other response required to bring each parcel of real property
owned, leased or otherwise possessed or controlled by JSC, ABI or a
subsidiary of ABI into compliance with applicable environmental protection
laws, rules and regulations exceeds $2 million.

In addition, the Merger Agreements provide that they may be
terminated by the Boards of Directors of JSC and ABI if both of the
following conditions are satisfied: (i) the Market Value of Firstar
Common Stock is less than $30.00 and (ii) the ratio of the average of the
daily closing price of Firstar Common Stock for the twelve consecutive
trading days ending and including the trading day preceding the trading
day immediately preceding the date of the Special Meetings (the
"Calculation Period") divided by the closing price of Firstar Common Stock
on January 9, 1996, is less than the ratio of the average of the daily
closing prices of a selected group of bank stocks during the Calculation
Period divided by the average of the closing price of such selected group
of bank stocks on January 9, 1996, after subtracting 0.15 from such
selected group of bank stocks ratio. The selected group of bank stocks is
identified on Exhibit 9.01 to the Merger Agreements, included as Appendix
C to this Proxy Statement-Prospectus.

Finally, the Merger Agreements provide that they may be
terminated by the Boards of Directors of JSC and ABI or the Board of
Directors of Firstar if the Market Value of Firstar Common Stock is less
then $20.625. This provision and the provision described in the preceding
paragraph are known as the "walk-away" provisions.

The average of the daily closing price of Firstar Common Stock
for the twelve consecutive trading days ending on the trading day
immediately preceding the date hereof was $________, a percentage
[decline] [increase] of ___% from the closing price on January 9, 1996.
The percentage [decline] [increase] in the average price of the selected
group of bank stocks over the same period was approximately ___%. Thus,
if the conditions precedent to the "walk-away" provisions were applied as
of the date of this Proxy Statement-Prospectus, JSC and ABI would not have
the right to terminate the Merger Agreements based upon the "walk-away"
provisions. However, if either "walk-away" provision becomes operative
prior to the Closing Date, then the Boards of Directors of JSC and ABI or
the Board of Directors of Firstar, depending upon the circumstances, may
exercise their rights under the provision and terminate the Merger
Agreements or, alternatively, may waive the "walk-away" provision and
proceed to consummate the Mergers pursuant to the terms and conditions of
the Merger Agreements. Any decision the respective Boards of JSC and ABI
may make regarding the "walk-away" provision may be made without the
resolicitation of the JSC and ABI stockholders or notice to such
stockholders.

The Merger Agreements also gave Firstar the right to terminate
the Agreement at any time on or prior to February 9, 1996, if Firstar's
due diligence investigation disclosed certain adverse facts relating to
JSC or ABI. Firstar did not exercise this right.

The Merger Agreements may be amended by the parties at any time
before or after approval of the matters presented in connection with the
Mergers by the stockholders of JSC or ABI, but after any such approval no
amendment may be made that changes in any manner adverse to the
stockholders of JSC or ABI the consideration to be provided to such
stockholders pursuant to the Merger Agreements. At any time prior to the
Effective Time, either party may, to the extent legally allowed, extend
the time for performance of any of the obligations of the other party,
waive any inaccuracies in the representations and warranties of the other
and waive compliance with any of the agreements or conditions to its
obligations.

Management and Operations After the Mergers

In the Mergers, JSC and ABI will each be merged into FCM and the
separate corporate existences of JSC and ABI will each cease. FCM, as the
surviving corporation in the Mergers and a wholly owned subsidiary of
Firstar, will continue operations. The officers and directors of FCM
prior to the Mergers will continue as the officers and directors of the
surviving corporation. As soon as practicable after the Mergers, the
Primary ABI Banks" will each merge with and into Firstar Bank in the Bank
Mergers, and American Bank Moorhead, America Bank Lake City and Lake City
Agency, Inc., which are also subsidiaries of ABI, will be sold to third
parties in the Subsidiary Divestitures. Eau Claire Financial Services,
Inc., a Minnesota corporation of which Victor P. Reim, a Vice President of
JSC and the Chairman and Chief Executive Officer of ABI, is President,
director and principal stockholder, is currently negotiating with Firstar
to purchase American Bank Lake City and Lake City Agency, Inc. (together,
the "Lake City Subsidiaries"). See "--Interests of Certain Persons in the
Mergers." Firstar is not currently negotiating with any party with
respect to the sale of American Bank Moorhead. After the Bank Mergers,
Firstar Bank's management will be drawn from the officers of Firstar Bank
and the Primary ABI Banks and Firstar Bank's Board of Directors will
consist of the Firstar Bank directors just before the Bank Mergers.

Interests of Certain Persons in the Mergers

The following interests of members of management of JSC and ABI
in the Mergers may mean that such persons have personal interests in the
Mergers that may not be identical to the interests of nonaffiliated
stockholders of JSC and ABI.

Change of Control Incentive Plan

The Board of Directors of ABI adopted the Change of Control
Incentive Plan (the "Plan") in August 1995 to motivate and provide certain
executive and senior management employees of ABI and its bank subsidiaries
an incentive to maximize stockholder interests in the event of a change of
control. The Plan provides that, in the event ABI is sold, a payment (the
"Pool Payment") is made by ABI (or its successor) into a pool which is
then distributed to each participant in the Plan after the consummation of
the sale. The amount of the Pool Payment is determined by the aggregate
amount of the sale price determined as of the date of the agreement
providing for such sale.

The Mergers, if consummated, qualify as a "sale" of ABI under
the Plan. Upon consummation of the Mergers, the aggregate value of the
Firstar Common Stock and cash into which JSC Common Stock and ABI Common
Stock will be converted determined as of the date of the Merger Agreements
equaled $220,000,000. Therefore, under the Plan formula, the Pool Payment
will be $1,657,143. Payments made under the Plan will not change the value
of the consideration to be received by holders of JSC Common Stock or ABI
Common Stock in the Mergers.

Set forth below is certain information with respect to each of
the participants in the Plan.

Pool Payment
if Mergers
Name Pool Allocation are Consummated

Joseph H. Johnson . . . 13.00% $215,429
Lynn R. Evans . . . . . 11.00% 182,286
Richard L. Kastner . . 10.00% 165,714
Jon A. Theobald . . . . 11.00% 182,286
Gary M. Omerza . . . . 10.00% 165,714
Dennis R. Nisler . . . 19.75% 327,286
Robert T. Lund . . . . 12.50% 207,143
James C. LaMere . . . . 2.50% 41,429
Colleen C. Lamey . . . 2.50% 41,429
Darrell L. Mullerleile 3.00% 49,714
Donna K. Rogers . . . . 1.50% 24,857
Leonard J. Kos . . . . 1.00% 16,571
William Stangler . . . 1.25% 20,714
Shirley J. Renstrom . . 1.00% 16,571
------ ---------
100.00% $1,657,143
====== =========

Finally, the Plan provides that if any payment to be made to a
participant thereunder, together with any other payments ("parachute
payments") which such participant has a right to receive from ABI upon a
change of control of ABI (including any payment under a Severance
Agreement as discussed above), constitutes an "excess parachute payment"
under Section 280G, then the payment under the Plan will be reduced to the
maximum amount which may be paid without constituting an "excess parachute
payment" under Section 280G. An excess parachute payment means,
generally, any payment of compensation contingent on a change of control
in excess of three times the recipient's average taxable compensation for
the five calendar years (or fewer if not employed for five calendar years)
immediately preceding the change of control. None of the payments listed
above will constitute "excess parachute payments" under Section 280G,
assuming the participants do not receive any other "parachute payments"
relating to the Mergers.

The Plan is being submitted for approval at the JSC Special
Meeting and at the ABI Special Meeting. If it receives the approval of
75% of the total outstanding shares of common stock of each such company
entitled to vote at the respective meetings, then payments made under the
Plan will not be treated as "parachute payments" under Section 280G. If
the Plan does not receive the required approvals at the Special Meetings,
payments required to be made under the Plan upon consummation of the
Mergers will constitute "parachute payments" under Section 280G. See
"OTHER PROPOSALS--Proposal Two: Approval of Change of Control Incentive
Plan."

Severance Agreements

ABI has entered into Change of Control Executive Severance Pay
Agreements (the "Severance Agreements") with certain of its executive
officers and management and with certain executive officers of its bank
subsidiaries. The Severance Agreements provide that in the event of
involuntary termination of employment with ABI or the applicable bank
subsidiary within the "Covered Period," which is two years (one year in
the case of Messrs. Omerza, LaMere and Mullerleile and Ms. Lamey)
following a change of control (other than for cause or as the result of
such person's death, disability or retirement), the terminated employee
will be paid a specified multiple ranging from 1.0 to 2.5 times his or her
annualized base salary plus, in certain circumstances, his or her bonus
from ABI's previous fiscal year (the "Payment Formula"). Change of
control under the Severance Agreements generally means (i) a person or
group of persons, other than JSC or its primary stockholder, becoming the
owner of 51% or more of the voting securities of ABI, (ii) as a result of
any tender offer, merger or similar transaction, the persons who were
directors of ABI prior to such transaction not constituting a majority of
the Board of Directors of ABI after such transaction, or (iii) ABI
transferring substantially all its assets to another corporation that is
not wholly-owned by ABI or JSC. The Mergers would be a change of control
under the Severance Agreements.

The Severance Agreements also provide that the employee may
voluntarily terminate his or her employment within the Covered Period and
will be entitled to receive the payment described above if any of the
following "change of duties" has occurred: (i) an adverse change in the
responsibilities or scope of the employee's authority, duties, powers or
functions or in the conditions of employment from those applicable
immediately prior to the change of control; (ii) a reduction in the
employee's total compensation from that provided immediately prior to the
change of control, or diminution in eligibility to participate in bonus,
incentive award and other compensation plans; or (iii) a change in the
location of the employee's principal place of employment by more than 50
miles from the location immediately prior to the change of control.

Set forth below is certain information with respect to each
person with whom ABI has entered into a Severance Agreement, including the
payment such person would receive if they were entitled to receive full
payment under their Severance Agreement after the Effective Time of the
Mergers based upon current compensation (the "Potential Payment").

Name Potential Payment

Victor P. Reim . . . . . . . . . . . $1,190,000
Joseph H. Johnson . . . . . . . . . . 720,000
Lynn R. Evans . . . . . . . . . . . . 471,918
Richard L. Kastner . . . . . . . . . 484,400
Jon A. Theobald . . . . . . . . . . . 254,369
Gary M. Omerza . . . . . . . . . . . 152,050
Dennis R. Nisler . . . . . . . . . . 342,000
Robert T. Lund . . . . . . . . . . . 299,672
James C. LaMere . . . . . . . . . . . 80,883
Colleen C. Lamey . . . . . . . . . . 68,738
Darrell L. Mullerleile . . . . . . . 103,410
---------
$4,167,440
=========

Any payments made under the Severance Agreements will not change
the value of the consideration to be received by holders of JSC Common
Stock or ABI Common Stock in the Mergers.

Finally, the Severance Agreements provide that if the payment to
be made thereunder, together with any other payments ("parachute
payments") which the employee has the right to receive from ABI contingent
upon a change of control of ABI (including any payment under the Change of
Control Incentive Plan described below), constitutes an "excess parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as
amended ("Section 280G"), then the payment under the Severance Agreement
will be reduced to the maximum amount which may be paid without
constituting an "excess parachute payment" under Section 280G.

The Severance Agreements are being submitted for approval at the
JSC Special Meeting and at the ABI Special Meeting. If they receive the
approval of 75% of the total outstanding shares of common stock of each
such company entitled to vote at the respective meetings, then the
reduction in payments under the Severance Agreements referred to in the
immediately preceding paragraph will no longer apply, and payments
required under the Severance Agreements will not be treated as "parachute
payments" under Section 280G. If the Severance Agreements do not receive
the required approvals at the Special Meetings, certain payments to be
made under certain of the Severance Agreements that the employee party
thereto may otherwise be entitled to receive if such employee were
terminated after consummation of the Mergers will constitute "excess
parachute payments" under Section 280G and therefore will not be made.
See "OTHER PROPOSALS--Proposal Three: Approval of Severance Agreements."

Indemnification of Officers and Directors

The Merger Agreements require Firstar to indemnify present and
former officers, directors and employees of JSC and ABI (including ABI's
subsidiaries) against certain losses and other expenses in connection with
claims which arise out of such persons' serving in such capacities and
that pertain to matters or facts arising, existing or occurring before the
Mergers become effective. The Merger Agreements also require Firstar to
maintain in effect, for three years after the Mergers become effective,
officers' and directors' liability insurance with respect to claims
arising from facts or events which occurred before the Mergers became
effective of at least the same coverage and amounts, and containing terms
and conditions no less advantageous, as the coverage currently provided by
Investors, subject to a stated maximum annual premium.

Sale of Lake City Subsidiaries

Firstar is currently negotiating with Eau Claire Financial
Services, Inc., a Minnesota corporation ("Eau Claire"), to sell American
Bank Lake City and Lake City Agency, Inc. to Eau Claire in a stock sale.
Any agreement to effect such sale will be conditioned upon the
consummation of the Mergers. Victor P. Reim, a Vice President of JSC and
the Chairman and Chief Executive Offer of ABI, is President, principal
stockholder and a director of Eau Claire.

Effect on Employee Benefits

The Merger Agreements provide that Firstar will provide on or
before the first calendar year that begins at least 90 days after the JSC
Effective Time, to each retained employee of ABI or its subsidiaries, all
corporate-wide employee retirement, health, dental, severance, life and
long-term disability benefits that Firstar and its subsidiaries provide to
similarly situated employees (the "Firstar Plans"), subject to age and
eligibility requirements for benefits. Firstar also will not rescind or
restrict the vesting of employee benefits due under the current employee
benefit plans of ABI (the "ABI Plans") upon the termination of such plans.
Additionally, effective upon consummation of the Mergers, 100% of the
benefits due employees under ABI's 401(k) plan will vest, as will 100% of
the pension benefits of ABI employees whose employment with Firstar or its
subsidiaries is involuntarily terminated after the effective time of the
Mergers but prior to January 1, 1997. Firstar will continue the ABI Plans
until comparable coverage is available under the Firstar Plans. Each
retained employee's last continuous period of service prior to the
Effective Time with ABI or its subsidiaries will count for purposes of
determining eligibility and vesting for all benefits under the Firstar
Plans. Any severance paid pursuant to either the ABI Plans or the Firstar
Plans prior to six months from the JSC Effective Time shall be determined
by applying the benefit formula under the ABI Plans. Thereafter,
severance paid pursuant to either the ABI Plans or the Firstar Plans shall
be determined by applying the benefit formula under the Firstar Plans. In
addition, certain benefits under a non-tax qualified supplemental
retirement plan covering a select group of management employees will
accelerate upon the Mergers in accordance with the terms of such plan.

Termination Fee

As a condition and inducement to Firstar's willingness to enter
into the Merger Agreements, JSC and ABI agreed to pay to Firstar a fee of
$6,000,000 (the "Termination Fee") within two days of any occurrence of a
"Trigger Event." A Trigger Event means the occurrence of one or more of
the following events: (i) a Transaction Proposal (as defined below); (ii)
termination of the Merger Agreements following a willful and material
breach thereof by JSC and ABI; or (iii) any withdrawal, modification or
amendment in any respect by JSC's or ABI's Board of Directors of its
approval or recommendation regarding the Merger Agreements and stockholder
vote relating thereto or JSC's or ABI's Board of Directors adopting a
resolution relating to any such withdrawal, modification or amendment.

A "Transaction Proposal" means any of the following: (a) a bona
fide tender offer or exchange offer for at least 25% of the then
outstanding shares of any class of capital stock of JSC or ABI made by any
person other than Firstar or its affiliates, (b) any person shall have
filed an application under applicable bank regulatory laws with respect to
the acquisition by such person of any shares of capital stock of JSC or
ABI, (c) a merger, consolidation or other business combination with JSC or
ABI or any subsidiary of ABI is effected by an entity or person or an
agreement relating to any such transaction is entered into, (d) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition involving
a substantial part of JSC's or ABI's consolidated assets, or any agreement
to effect such a transaction, (e) the acquisition by any person of 10% or
more of the outstanding shares of any class of capital stock of JSC or ABI
or acquisition of additional shares by any entity or person currently
holding 10% or more of such shares, (f) any reclassification of the
securities or recapitalization of JSC or ABI or other transaction that has
the effect of increasing the proportionate share of any class of equity
security of JSC or ABI that is owned by a person other than Firstar or its
affiliates, or any agreement to effect such a reclassification or
recapitalization, (g) any transaction having an effect similar to those
described in (a) through (f) above, or (h) a public announcement regarding
a proposal, plan or intention by JSC, ABI or another entity or person to
effect any of the foregoing transactions; provided, however, that events
described in clauses (a), (b) and (h) of this definition and events
described in clause (g) having an effect similar to those described in
clause (a) and (b) do not constitute a "Transaction Proposal" unless
either (x) the respective Board of Directors of JSC or ABI takes or fails
to take certain actions in connection therewith or (y) JSC's or ABI's
stockholders fail to approve the Merger Agreements.

Firstar's right to receive the Termination Fee terminates upon
the earliest to occur of (i) the consummation of the Mergers, (ii) the
termination of the Merger Agreements by mutual consent, or (iii) the
expiration of one year after termination of the Merger Agreements (other
than a termination described in clause (ii) above).

Expenses

If the Reorganization Agreement is terminated by Firstar as a
result of JSC's or ABI's breach of the Merger Agreements, JSC and ABI will
pay Firstar its out-of-pocket expenses incurred in connection with the
consummation of the transactions contemplated by the Merger Agreements,
but not to exceed $2 million. If the Merger Agreements are terminated by
JSC and ABI as a result of Firstar's breach thereof, Firstar will pay JSC
and ABI their out-of-pocket expenses incurred in connection with the
consummation of the transactions contemplated by the Merger Agreements,
but not to exceed $2.0 million.

Firstar, JSC and ABI have agreed to share equally in the expense
of printing this Proxy Statement-Prospectus and the expense of all
Securities and Exchange Commission and other regulatory filing fees
incurred in connection therewith.

Except as provided above, the Merger Agreements provide, in
general, that Firstar, JSC and ABI will each pay its own expenses in
connection with the Mergers and the transactions contemplated thereby,
including fees and expenses of its own accountants and counsel. For
information with respect to financial advisory fees incurred in connection
with the Mergers, see "Opinions of Financial Advisor."

Certain Federal Income Tax Consequences

The following summary contains a description of the material
United States federal income tax considerations for JSC, ABI, and their
respective stockholders with regard to the Mergers. This summary is set
forth in reliance upon the opinion of Lindquist & Vennum P.L.L.P., counsel
for JSC and ABI and special tax counsel for Firstar and FCM. The
conclusions discussed herein are based, in part, on certain
representations made by the managements of JSC, ABI and Firstar and on the
Shareholder Agreement to be executed by certain stockholders of JSC and
ABI. See "PROPOSED MERGERS--Shareholder Agreement." This summary is
based on the Internal Revenue Code of 1986, as amended (the "Code"),
regulations, rulings and decisions in effect on the date of this Proxy
Statement-Prospectus, all of which are subject to change. All section
references herein are to the Code, unless stated otherwise. This summary
does not discuss any aspect of state, local, or foreign taxation and does
not discuss all the tax considerations that may be relevant to particular
JSC or ABI stockholders in light of their personal investment
circumstances, or to certain types of stockholders that may be subject to
special tax rules, such as financial institutions, tax-exempt
organizations, insurance companies, dealers in stock or securities, and
foreign corporations and individuals who are not citizens or residents of
the United States. The discussion with respect to JSC and ABI
stockholders is limited to those stockholders who have held the JSC and
ABI common Stock and who will hold the Firstar Common Stock as "capital
assets" within the meaning of Section 1221 of the Code.

JSC AND ABI STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS IN DETERMINING THE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO
THEM IN CONNECTION WITH THE PROPOSED MERGERS, INCLUDING THE APPLICATION TO
THEIR PARTICULAR SITUATION OF THE TAX CONSIDERATIONS DISCUSSED BELOW, AS
WELL AS THE APPLICATION OF STATE, LOCAL, FOREIGN, OR OTHER TAX LAWS.

The Mergers will qualify as "tax-free" mergers for federal
income tax purposes under Sections 368(a)(1)(A) and 368(a)(1)(D) of the
Code, provided the Mergers qualify as statutory mergers under applicable
law. Accordingly, JSC, ABI, Firstar and FCM will not recognize any gain
or loss pursuant to the Mergers.

In addition, the JSC and ABI stockholders will not recognize any
gain or loss upon the receipt of the Firstar Common Stock in exchange for
their JSC and/or ABI Common Stock (including fractional share interests,
if any, to which they are entitled). The basis of the Firstar Common
Stock received by each stockholder will be the same as the basis of the
stock surrendered in exchange therefor. The holding period of the Firstar
Common Stock received by each stockholder will include the holding period
of the stock surrendered in exchange therefor, provided that such stock
was held as a capital asset in the stockholder's hands on the date of the
Mergers.

However, the JSC and ABI stockholders will recognize gain or
loss upon the receipt of any cash in exchange for their JSC and/or ABI
Common Stock. For purposes of calculating that gain, stockholders will be
required to allocate a portion of their basis in the stock surrendered to
the cash received, based on the proportional fair market value of the
Firstar Common Stock and the cash received. Such gain or loss will be a
capital gain or loss, provided that the stock surrendered in exchange
therefor is a capital asset in the hands of the stockholder.

The receipt of cash in lieu of fractional share interests of
Firstar Common Stock will be treated as if the fractional shares were
distributed as part of the Mergers and then were redeemed by Firstar.
Depending on the personal investment circumstances of each stockholder,
such cash payments will be treated as either having been received as a
distribution in full payment in exchange for the stock redeemed or as
having been received as a dividend, as provided in Section 302 of the
Code. If the cash payment is treated as having been received by
stockholder as a distribution in full payment in exchange for the
fractional share redeemed, such stockholder will recognize gain or loss to
the extent that the amount of cash received exceeds, or is less than, the
basis allocable to the fractional share.

JSC or ABI stockholders who exercise dissenters' rights and
receive cash in the reorganization in lieu of Firstar Common Stock will be
treated as having received the cash as a distribution in redemption of
their stock, as provided in Section 302 of the Code. Such stockholders
generally will recognize capital gain or loss measured by the difference
between the amount of cash received and their aggregate adjusted tax basis
in the stock surrendered, provided the stock surrendered was a capital
asset in the hands of the stockholder. Stockholders exercising
dissenters' rights who also own Firstar Common Stock, or who are deemed
for federal income tax purposes to own constructively Firstar Common Stock
actually owned by other persons or entities, may recognize dividend
income, taxable as ordinary income, equal to the amount of the cash
received.

Shareholder Agreement

It is a condition to the issuance of the tax opinion by
Lindquist & Vennum P.L.L.P. that stockholders of JSC representing a
majority of the JSC Common Stock outstanding at the Effective Time, and
stockholders of ABI representing a majority of the ABI Common Stock
outstanding at the Effective Time, have executed and delivered a
Shareholder Agreement (the "Shareholder Agreement"). The Shareholder
Agreement is intended to confirm the present intent of such JSC and ABI
stockholders to hold Firstar Common Stock received upon consummation of
the Mergers in order to satisfy the continuity of interest requirements
for qualification of the Mergers as reorganizations under Section 368(a)
of the Code. The Shareholder Agreement will terminate five years after
the Effective Time of the Mergers.

An execution copy of the Shareholder Agreement has been mailed
along with this Proxy Statement-Prospectus to those JSC and ABI
stockholders who individually hold more than 1% of JSC Common Stock or ABI
Common Stock, respectively. Such JSC and ABI stockholders are urged to
read such copy of the Shareholder Agreement in its entirety and consult
with their personal legal and tax advisors regarding its scope and effect.

Accounting Treatment

Firstar's acquisitions of JSC and ABI will be treated as
purchases for accounting purposes.

Resale of Firstar Common Stock

The shares of Firstar Common Stock to be issued in the Mergers
to stockholders of JSC and ABI have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and may be freely traded
by stockholders of JSC and ABI who, at the applicable Effective Time, are
not "affiliates" of JSC or ABI (and are not affiliates of Firstar at the
time of the proposed resale). Each affiliate of JSC or ABI has delivered
to Firstar a written undertaking to the effect that he or she will not
sell or dispose of the Firstar Common Stock acquired by him or her in
connection with the Mergers other than in accordance with the Securities
Act, except under (i) a separate registration statement for distribution
(which Firstar has not agreed to provide), or (ii) Rule 145 promulgated
thereunder by the Commission, or (iii) pursuant to some other exemption
from registration.

Appraisal Rights

Jacob Schmidt Company

All stockholders of JSC are entitled to exercise appraisal rights
pursuant to the provisions of Sections 302A.471 and 302A.473 of the MBCA.
In accordance with these sections, such stockholders have the right to
dissent from the JSC Merger and to be paid the fair value of their shares.
The term "fair value" means the value of a stockholder's stock immediately
before the JSC Effective Time. Under Section 302A.473, where a merger is
to be submitted for approval at a meeting of stockholders, the corporation
must notify each of its stockholders of the right to dissent and include
in such notice a copy of Sections 302A.471 and 302A.473. This Proxy
Statement-Prospectus shall constitute such notice to the stockholders of
JSC.

The following discussion is not a complete statement of the laws
pertaining to a dissenting stockholder's rights under Minnesota law and is
qualified in its entirety by the full text of Sections 302A.471 and
302A.473 attached as Appendix A to this Proxy Statement-Prospectus. Any
stockholder who wishes to exercise the right to dissent and demand the
fair value of such stockholder's shares, or who wishes to preserve the
right to do so, should review the following discussion and Appendix A
carefully. APPRAISAL RIGHTS WILL BE LOST IF THE PROCEDURAL REQUIREMENTS
ARE NOT FULLY AND PRECISELY SATISFIED.

A holder of JSC Common Stock wishing to exercise the right to demand
the fair value of such stockholder's shares must first file, BEFORE the
vote of stockholders is taken at the JSC Special Meeting, a written notice
of intent to demand the fair value of such stockholder's shares and must,
in addition, not vote in favor of the JSC Merger Agreements. Because a
proxy which does not contain voting instructions will, unless revoked, be
voted FOR approval of the JSC Merger Agreements, a stockholder of JSC who
votes by proxy and who wishes to exercise dissenters' rights must (i) vote
AGAINST approval of the JSC Merger Agreements or (ii) ABSTAIN from voting
on approval of the JSC Merger Agreements. A vote against the JSC Merger
Agreements, whether in person or by proxy, will not in and of itself
satisfy the requirement of a written notice of intent to demand the fair
value of a stockholder's common stock.

A demand for fair value must be executed by or for the stockholder of
record, fully and correctly, as such stockholder's name appears on the
certificate or certificates representing such stockholder's shares. If
the common stock is owned of record in a fiduciary capacity, such as by a
trustee, guardian, or custodian, such demand must be executed by the
fiduciary. If the common stock is own of record by more than one person,
as in a joint tenancy or tenancy in common, such demand must be executed
by all joint owners. An authorized agent, including an agent for two or
more joint owners, may execute the demand for a stockholder of record;
however, the agent must identify the record owner and expressly disclose
the fact that, in making the demand, the agent is acting as agent for the
record owner.

A record owner who holds shares as a nominee for others, such as a
broker, may demand fair value of the shares held for all, or fewer than
all, of the beneficial owners of such shares. In such a case, the written
demand should set forth the number of shares to which it relates. When no
number of shares is expressly mentioned, the demand will be presumed to
cover all shares standing in the name of the record owner. Beneficial
owners of common stock who are not record owners and who intend to
exercise dissenters' rights should instruct the record owner to comply
with the statutory requirements with respect to the exercise of
dissenters' rights before the date of the JSC Special Meeting.

Stockholders of JSC who elect to exercise dissenters' rights and
demand fair value should mail or deliver their written demand to Jacob
Schmidt Company, c/o American Bancorporation, Inc., Suite 2200, American
Bank Building, 101 East Fifth Street, St. Paul, Minnesota 55101,
Attention: Amy L. Amundson, Secretary. The written demand should specify
the stockholder's name and mailing address, the number of shares owned,
and that the stockholder is thereby demanding the fair value of such
stockholder's shares.

After the JSC Effective Time, Firstar, as the surviving entity, will
cause to be mailed to each of the stockholders of JSC who has properly
asserted dissenters' rights a notice that contains (i) the address to
which a demand for payment and stock certificates must be sent in order to
receive payment and the date by which they must be received; (ii) a form
to be used to certify the date on which the stockholder, or the beneficial
owner on whose behalf the stockholder dissents, acquired the shares or an
interest in them, and to demand payment; and (iii) another copy of
Sections 302A.471 and 302A.473, together with a brief description of these
sections. To receive the fair value of common stock a dissenting
stockholder must demand payment and deposit the certificates representing
such shares within 30 days after the notice is given.

After Firstar receives a valid demand for payment, it will cause to
be remitted to each dissenting stockholder who has properly asserted
dissenters' rights the fair value of such shares of JSC Common Stock with
interest at the judgment rate computed from the JSC Effective Time. Such
payment will be accompanied by (i) the audited financial statements of
Firstar for its most recently completed fiscal year, together with the
latest available interim financial statements; (ii) an estimate of the
fair value of the shares with respect to which dissenters' rights have
been exercised and a brief description of the method used to reach the
estimate; and (iii) additional copies of Sections 302A.471 and 302A.473
along with a brief description of the procedures to be followed to demand
the supplemental payment discussed below. If Firstar fails to remit
payment within 60 days after receiving shares from a dissenting
stockholder, it is obligated to return any certificates for such shares to
the dissenting stockholder.

If a dissenting stockholder believes that the amount remitted by
Firstar is less than the fair value of the shares plus interest, such
dissenting stockholder may give written notice to Firstar of such
stockholder's own estimate of the fair value for the shares plus interest
and demand a supplemental payment for the difference. Any written demand
for supplemental payment must be made within 30 days after Firstar has
mailed its original remittance.

Within 60 days after receiving a demand for supplemental payment,
Firstar, as the surviving entity, must either pay the amount of the
supplemental payment demanded (or agreed to between the dissenting
stockholder and Firstar) or file a petition in the state courts of
Minnesota requesting that the court determine the fair value of the shares
plus interest. Any petition so filed must name as parties all dissenting
stockholders who have demanded supplemental payments and who have been
unable to reach an agreement with Firstar concerning the fair value of
their shares. The court may appoint appraisers, with such power and
authority as the court deems proper, to receive evidence on and recommend
the amount of fair value of the shares. The jurisdiction of the court is
plenary and exclusive, and the fair value is determined by the court it
binding on all stockholders, wherever located. A dissenting stockholder,
if successful, is entitled to a judgment for the amount by which the fair
value of such stockholder's shares as determined by the court exceeds the
amount originally remitted by Firstar.

Generally, the costs and expenses associated with a court proceeding
to determine the fair value of the shares will be borne by the surviving
entity, unless the court finds that a dissenting stockholder has demanded
supplemental payment in a manner which is arbitrary, vexatious, or not in
good faith. Similar cost and expenses may also be assessed in instances
where Firstar has failed to comply with the procedures in Section 302A.473
pertaining to dissenters' rights discussed above. The court may, in its
discretion, award attorneys' fees to an attorney representing dissenting
stockholders out of any amount awarded to such dissenters.

Failure to follow the steps required by Section 302A.473 for
asserting dissenters' rights may result in the loss of a stockholder's
rights to demand the fair value of such stockholder's shares of common
stock. Stockholders considering seeking appraisal should realize that the
fair value of their shares, as determined under Section 302A.473 in the
manner outlined above, could be more than, the same as, or less than the
value of the Firstar Common Stock and cash they would be entitled to as a
result of the JSC Merger if they did not seek appraisal of their shares.

American Bancorporation, Inc.

Under the provisions of Section 262 of the DGCL, a copy of which
is attached to this Proxy Statement-Prospectus as Appendix A, any holder
of record of ABI Common Stock has the right to object to the Merger and
demand payment of the fair value of any of his or her shares in cash. See
"COMPARATIVE RIGHTS OF STOCKHOLDERS -- Appraisal Rights and Dissenters'
Rights." Any holder of ABI Common Stock electing to assert appraisal
rights must file a written demand for appraisal with ABI at American Bank
Building, 101 East Fifth Street, St. Paul, Minnesota 55101, before the
vote on the ABI Merger at the ABI Special Meeting. A stockholder may
demand appraisal as to less than all of the shares registered in the
stockholder's name.

If the ABI Merger is approved by the requisite vote of holders
of ABI Common Stock, any holder of ABI Common Stock seeking appraisal
rights who has preserved his or her rights of appraisal by filing a demand
for appraisal, continuously holding such stock through the Closing Date
and otherwise complying with the requirements of Section 262 ("Stockholder
Seeking Appraisal Rights"), will, within ten days after the Closing Date,
be notified by the surviving corporation of the Closing Date. Within 120
days after the Closing Date, any Stockholder Seeking Appraisal Rights may
file a petition in the Delaware Court of Chancery demanding a
determination of the value of the ABI Common Stock of all Stockholders
Seeking Appraisal Rights. Notwithstanding the foregoing, any such
stockholder, within 60 days after the Closing Date, has the right to
withdraw his or her demand for appraisal and accept the terms of the
Merger Agreements. Within 120 days after the Closing Date, any
Stockholder Seeking Appraisal Rights, upon written request, will be
entitled to receive from the surviving corporation a statement setting
forth the aggregate numbers of Stockholders Seeking Appraisal Rights and
shares they hold. The surviving corporation will mail such a statement to
the Stockholder Seeking Appraisal Rights within ten days of the request or
within ten days after the Closing Date, whichever is later.

Upon the filing of such a petition by a Stockholder Seeking
Appraisal Rights, the Delaware Court of Chancery will determine the
stockholders entitled to appraisal and will appraise the shares of ABI
Common Stock as to which the stockholder has demanded appraisal rights,
determining their "fair value" exclusive of any element of value arising
from the accomplishment or expectation of the ABI Merger, together with a
"fair rate of interest," if any, to be paid on the amount determined to be
the fair value. The court may require the Stockholders Seeking Appraisal
Rights to submit their certificates of ABI Common Stock as to which
appraisal rights have been demanded to the Delaware Register in Chancery
for notation thereon that the appraisal proceedings are pending.

The Delaware Court of Chancery will direct the payment of such
fair value and interest, if any, by the surviving corporation to the
Stockholders Seeking Appraisal Rights upon their surrender of the
certificate or certificates representing such shares of ABI Common Stock.
From and after the Effective Time of the Merger, no Stockholder Seeking
Appraisal Rights will be entitled to vote his or her shares for any
purpose or to receive payment of dividends or other distributions on such
shares (except dividends and distributions payable to stockholders of
record at a date which is prior to the ABI Effective Time). If no
petition for an appraisal is filed within the time period specified above,
or if the Stockholder Seeking Appraisal Rights delivers to the surviving
corporation a written withdrawal of his or her demand for an appraisal,
either within 60 days after the ABI Effective Time (or thereafter with the
written approval of the surviving corporation), then the right of such
stockholder to an appraisal shall cease. No appraisal proceeding,
however, may be dismissed without the approval of the Court of Chancery,
and the court may assess the costs of the proceeding against the parties
in any manner that the court deems equitable.

In the event any holder of ABI Common Stock fails to perfect his
or her rights of appraisal by failing to comply strictly with the
applicable statutory requirements, the stockholder will be bound by the
terms of the ABI Merger Agreements and will not be entitled to payment for
the stockholder's shares under Section 262. Any holder of ABI Common
Stock who wishes to object to the transaction and demand payment for the
stockholder's shares of ABI Common Stock should consider consulting his or
her own legal advisor.

Any written objection or demand should be signed by or for the
holder of record of the shares to which it relates in the same manner
indicated in the stock records of ABI. Any beneficial owner of ABI Common
Stock who is not also the holder of record of the shares, and who wishes
to assert statutory rights of appraisal with respect thereto, should
instruct the holder of record to act accordingly on the beneficial owner's
behalf. ABI will not accept written objections or demands for payment
from any party other than the holder of record (whose name appears in the
stock records of ABI) of the shares to which the objection or demand
relates.

Holders of ABI Common Stock should bear in mind that the fair
value of the ABI Common Stock determined in an appraisal proceeding as
described above could be more than, the same as or less than the value of
the consideration they will receive in the ABI Merger if they do not
exercise such appraisal rights. The foregoing is only a summary of the
provisions of the DGCL and is qualified in its entirety by reference to
the text of Section 262, which is set forth in Appendix B hereto.

COMPARATIVE RIGHTS OF STOCKHOLDERS

Jacob Schmidt Company

JSC is incorporated under the laws of the state of Minnesota,
and Firstar is incorporated under the laws of the state of Wisconsin.
Stockholders of JSC, whose rights are governed by JSC's Articles of
Incorporation and By-laws and by the MBCA, will, on consummation of the
Merger, become shareholders of Firstar. Their rights as Firstar
shareholders will then be governed by Firstar's Restated Articles of
Incorporation and By-laws and by the Wisconsin Business Corporation Law
(the "WBCL"). The following is a summary of the material differences
between the rights of stockholders of JSC and the rights of shareholders
of Firstar.

Capital Stock

The Articles of Incorporation of JSC authorizes the Board of
Directors of JSC to issue up to 50,000 shares of common stock, $100.00 par
value. A total of 34,983 shares of JSC Common Stock were outstanding as
of February 29,1996.

JSC common stockholders have no preemptive rights. The
outstanding shares of JSC Common Stock are fully paid and nonassessable.
JSC Common Stockholders are entitled to one vote for each share held on
each matter submitted to a vote of the holders of JSC Common Stock.
Cumulative voting for the election of directors is not permitted. JSC's
Common Stockholders are entitled to receive dividends as and when declared
by the Board of Directors of JSC. Under Minnesota law, JSC may declare
and pay dividends only if the Board determines that the corporation will
be able to pay its debts in the ordinary course of business after making
the distribution.

If JSC were liquidated, the holders of JSC Common Stock would be
entitled to receive, pro rata, all assets available for distribution to
them after full satisfaction of JSC's liabilities.

The Restated Articles of Incorporation of Firstar authorize the
Board of Directors of Firstar to issue up to 120,000,000 shares of Firstar
Common Stock, up to 2,500,000 shares of preferred stock, $1.00 par value,
and up to 38,775 shares of Series D Convertible Preferred Stock, no par
value. The Board of Directors may establish the relative rights and
preferences of preferred stock issued in the future without shareholder
action and issue such stock in series. Upon consummation of Firstar's
acquisition of First Colonial Bankshares Corporation on January 31, 1995,
38,775 shares of Firstar Series D Convertible Preferred Stock, no par
value ("Firstar Convertible Preferred Stock"), were issued and 30,688 of
such shares remained outstanding as of December 31, 1995. See "FIRSTAR
CORPORATION--Other Acquisitions and Transactions." Each share of Firstar
Convertible Preferred Stock currently is convertible into 21.46 shares of
Firstar Common Stock. Upon consummation of Firstar's acquisition of
Investors Bank Corp. on April 28, 1995, Firstar assumed certain warrants
that permitted the purchase of 159,143 shares of Firstar Common Stock, of
which warrants that permit the purchase of 80,780 shares of Firstar Common
Stock remained outstanding as of December 31, 1995. See "FIRSTAR
CORPORATION--Other Acquisitions and Transactions." Firstar has reserved
600,000 shares of Series C Preferred Stock for issuance upon exercise of
the Preferred Share Purchase Rights, as further described below.

Preferred Share Purchase Rights

Firstar has adopted a Shareholder Rights Plan, pursuant to which
each share of Firstar Common Stock entitles its holder to one-half of a
Preferred Share Purchase Right. Under certain conditions, each Right
entitles the holder to purchase one one-hundredth of a share of Firstar's
Series C Preferred Stock at a price of $85, subject to adjustment.
Recipients of Firstar Common Stock in connection with the Mergers will
also receive one-half a Right per share of Firstar Common Stock. The
description of the terms of the Rights Plan is set forth in a Rights
Agreement dated as of January 19, 1989 (the "Rights Plan"), between
Firstar and Firstar Trust Company, as Rights Agent. The description of
the Rights contained herein is qualified in its entirety by reference to
the Rights Agreement. The Rights will only be exercisable if a person or
group has acquired, or announced an intention to acquire, 20% or more of
the outstanding shares of Firstar Common Stock. Under certain
circumstances, including the existence of a 20% acquiring party, each
holder of a Right, other than the acquiring party, will be entitled to
purchase at the exercise price Firstar Common Stock having a market value
of two times the exercise price. In the event of the acquisition of
Firstar by another company subsequent to a party acquiring 20% or more of
the Firstar Common Stock, each holder of a Right is entitled to purchase
the acquiring company's common shares having a market value of two times
the exercise price. The Rights may be redeemed at a price of $.01 per
Right prior to the existence of a 20% acquiring party, and thereafter may
be exchanged for one share of Firstar Common Stock per Right prior to the
existence of a 50% acquiring party. The Rights will expire on January 19,
1999. The Rights do not have voting or dividend rights, and until they
become exercisable, have no dilutive effect on the earnings of Firstar.
Under the Rights Agreement, the Board of Directors of Firstar may reduce
the thresholds applicable to the Rights from 20% to not less than 10%.

Neither JSC nor ABI has in place a stockholder rights plan.

Dissenters' Rights

Under the MBCA, stockholders of a corporation who dissent from a
merger of the corporation in the manner provided by Minnesota law are
entitled to receive payment of the fair value of their stock, as
determined by the state courts of Minnesota. However, such right is not
available to stockholders where the vote of such stockholders of the
corporation surviving or resulting from the merger was not required for
approval thereof.

Under the WBCL, a shareholder of a corporation is generally
entitled to receive payment of the fair value of such shareholder's stock
if such shareholder dissents from a proposed merger or share exchange or a
sale or exchange of all or substantially all of the property and assets of
the corporation. However, dissenters' rights are not available to holders
of shares, such as shares of Firstar Common Stock, which are registered on
a national securities exchange or quoted on The Nasdaq Stock Market on the
record date fixed to determine shareholders entitled to notice of the
meeting at which shareholders are to vote on the proposed corporation
action. Firstar Common Stock is listed on the NYSE and the Chicago Stock
Exchange.

Assessability; Potential Liability For Wages

Firstar Common Stock is subject to possible assessment in
certain circumstances. Section 180.0622(2)(b) of the WBCL provides that
shareholders of Wisconsin corporations are personally liable to an amount
equal to the par value of shares owned by them (and to the consideration
for which shares without par value were issued) for debts owing to
employees of the corporation for services performed for such corporation,
but not exceeding six months' service in any one case. The liability
imposed by the predecessor to this statute was interpreted in a trial
court decision to extend to the original issue price for shares, rather
than the stated par value. Although affirmed by the Wisconsin Supreme
Court, the case offers no precedential value due to the fact that the
decision was affirmed by an equally divided court. Firstar Common Stock
is not otherwise subject to call or assessment.

Shares of stock of Minnesota corporations are nonassessable
under the MBCA. The MBCA does not impose personal liability on holders of
JSC Common Stock for debts owing to employees or otherwise.

Takeover Statutes

Wisconsin law regulates a broad range of "business
combinations" between a Wisconsin corporation and an "interested
stockholder." Wisconsin law defines a "business combination" as including
a merger or a share exchange, sale of assets, issuance of stock or rights
to purchase stock and certain related party transactions. An "interested
stockholder" is defined as a person who beneficially owns, directly or
indirectly, 10% of the outstanding voting stock of a corporation or who is
an affiliate or associate of the corporation and beneficially owned 10% of
the voting stock within the last three years. In certain cases, Wisconsin
law prohibits a corporation from engaging in a business combination with
an interested stockholder for a period of three years following the date
on which the person became an interested stockholder, unless (i) the board
of directors approved the business combination or the acquisition of the
stock prior to the acquisition date, (ii) the business combination is
approved by a majority of the outstanding voting stock not owned by the
interested stockholder, (iii) the consideration to be received by
stockholders meets certain requirements of the statute with respect to
form and amount or (iv) the business combination is of a type specifically
excluded from the coverage of the statute.

Section 180.1150 of the WBCL provides that in particular
circumstances the voting of shares of a Wisconsin "issuing public
corporation" (a Wisconsin corporation which has at least 100 Wisconsin
resident stockholders, 500 or more stockholders of record and total assets
exceeding $1 million) held by any person in excess of 20% of the voting
power is limited to 10% of the full voting power of such excess shares.
Full voting power may be restored under Section 180.1150 if a majority of
the voting power of shares represented at a meeting, including those held
by the party seeking restoration, are voted in favor of such restoration.

In addition, the WBCL sets forth certain fair price provisions
which govern mergers and share exchanges with, or sales of substantially
all a Wisconsin issuing public corporation's assets to, a 10% shareholder,
mandating that any such transaction meet one of two requirements. The
first requirement is that the transaction be approved by 80% of all
shareholders and two-thirds of "disinterested" shareholders, which
generally exclude the 10% shareholder. The second requirement is the
payment of a statutory fair price, which is intended to insure that
shareholders in the second step merger, share exchange or asset sale
receive at least what shareholders received in the first step.

Further, the WBCL requires shareholder approval for certain
transactions in the context of a tender offer or similar action for in
excess of 50% of a Wisconsin corporation's stock. Shareholder approval is
required for the acquisition of more than 5% of the corporation's stock at
a price above market value, unless the corporation makes an equal offer to
acquire all shares. Shareholder approval is also required for the sale or
option of assets which amount to at least 10% of the market value of the
corporation, but this requirement does not apply if the corporation meets
certain minimum outside director standards.

Minnesota has in force both a control share acquisition statute,
which regulates the accumulation of shares of voting stock of Minnesota
corporations, and a business combination statute, which restricts business
combinations with Minnesota corporations. The control share acquisition
statute, MBCA Section 302A.671, precludes an acquiror of the voting
shares of a Minnesota corporation who crosses one of three thresholds
(20%, 33 %, or 50% of the voting power) from obtaining voting control with
respect to such shares unless both a majority of all voting shares and a
majority of all disinterested voting shares vote to accord voting power to
the control shares. The statute further provides that the corporation may
redeem the control shares if the acquiror has not complied with certain
procedural requirements or if the control shares are not accorded full
voting rights by the stockholders. The business combination statute, MBCA
Section 302A.673, regulates business combinations such as mergers,
consolidations, and asset purchases with public corporations where the
acquiror became an "interested stockholder" of the public corporation
before either the purchase resulting in such acquiror becoming an
"interested stockholder" or the business combination received the prior
approval of a majority of the "disinterested" directors of the public
corporation. An "interested stockholder" is any person that is either the
beneficial owner, directly or indirectly, of 10% or more of the voting
stock of the public corporation or an affiliate or associate of the public
corporation and was at any time within the preceding four years the
beneficial owner, directly or indirectly, of 10% or more of the voting
stock of the public corporation. A "disinterested" director is a person
who is not currently nor has been within five years an officer or employee
of the public corporation or a related corporation. The statute prohibits
business combinations with an unapproved interested stockholder for a
period of four years after the date of the interested stockholder's share
acquisition. The business combination statute is designed to inhibit
unfriendly acquisitions, but it does not apply to corporations whose
articles of incorporation or bylaws contain a provision electing not to be
covered by the law. Neither JSC's Articles of Incorporation nor its
Bylaws contain such a provision.

Directors

The Board of Directors of JSC consists of a single class of
directors, each of whom serves a term of one year. Holders of JSC Common
Stock elect all of the directors at each annual meeting of JSC's
stockholders. Any director may be removed either for or without cause at
any time by the affirmative vote of the holders of a majority of all the
shares of stock outstanding and entitled to vote at a special meeting of
stockholders called for that purpose.

The Board of Directors of Firstar is divided into three classes
as nearly equal in number as possible, with the directors in each class
serving staggered three-year terms. At each annual meeting of Firstar's
stockholders, the successors to the class of directors whose term expires
at the time of such meeting are elected by a majority of the votes cast,
assuming a quorum is present. A director of Firstar may be removed, with
or without cause, only by the affirmative vote of not less than 75% of the
then issued and outstanding shares taken at a special meeting of
stockholders called for that purpose.

Liability of Directors; Indemnification

In accordance with the MBCA, JSC has provided in its Bylaws that
it will indemnify its directors and officers to the fullest extent
provided for in the MBCA against liabilities. Under the MBCA, as
currently in effect, such indemnification would apply if the indemnified
individual is or was a director or officer and the individual acted in
good faith, reasonably believed his or her conduct was in the
corporation's best interests (or in certain cases at least not opposed to
the corporation's best interests) and, in the case of any criminal
proceeding, the individual had no reasonable cause to believe the
individual's conduct was unlawful. However, under the MBCA a corporation
cannot indemnity a director or officer in connection with a proceeding by
or in the right of the corporation in which the director or officer was
adjudged liable to the corporation unless a court of competent
jurisdiction determines that such person is entitled to indemnification
despite the adjudication of liability. Further, the MBCA allows a
corporation, by amendment to its Articles of Incorporation, to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except that the provision cannot eliminate or limit the
liability of a director for a breach of the director's duty of loyalty to
the corporation or its stockholders, for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law or for a transaction from which the director derives an improper
personal benefit. JSC's Articles of Incorporation includes a provision to
eliminate personal liability of a director for monetary damages for a
breach of fiduciary duty.

Under Firstar's By-laws and the WBCL, Firstar indemnifies its
directors and officers against liability incurred by the director or
officer in a proceeding to which the indemnified person was a party
because he or she is a director or officer, unless liability was incurred
because a director or officer breached or failed to perform a duty that he
or she owes to the corporation and the breach or failure constitutes a
willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest, a violation of criminal law (unless the director or
officer had reasonable cause to believe that his or her conduct was lawful
or no reasonable cause to believe that his or her conduct was unlawful), a
transaction from which the director or officer derived an improper
personal benefit or willful misconduct. In addition, under the WBCL, a
director of Firstar is not liable to the corporation, its shareholders or
any person asserting rights on behalf of the corporation or its
shareholders for liabilities arising from a breach of, or failure to
perform, any duty resulting solely from his or her status as a director,
unless the person asserting liability proves that the breach or failure to
perform constitutes any of the circumstances under which indemnification
would not be provided.

Action Without A Meeting

Under the MBCA and JSC's By-laws, any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth the action taken, is signed
by holders of not less than the minimum number of shares necessary to
authorize or approve such action. Under the WBCL, such action without a
meeting is allowed only if the consent is signed by all of the
stockholders entitled to vote with respect to the subject matter.

Amendment of Corporate Charter

Under the WBCL, the Board of Directors can establish conditions
for the amendment of the Articles of Incorporation (e.g., super-majority
vote, no more than a given percentage dissent, etc.). The WBCL provides
that certain significant amendments to articles of incorporation, but not
all amendments, must be approved by the shareholders in addition to
approval by the Board of Directors. The vote of shareholders needed to
approve an amendment depends in part on the voting groups entitled to vote
separately on the amendment. Generally, the WBCL provides that, if a
quorum exists, action on a matter other than the election of directors is
approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the articles of
incorporation or the WBCL require a greater number of affirmative votes.
Firstar's Restated Articles of Incorporation require the affirmative vote
of not less than 75% of the outstanding shares entitled to vote for
directors to amend provisions of the Restated Articles relating to the
Board of Directors.

Minnesota law requires the affirmative vote of the holder of a
majority of the voting power of the shares present and entitled to vote at
a meeting of stockholders at which a quorum is present, unless the
Articles requires a larger proportion or number to transact a specified
type of business at a meeting. JSC's Articles do not require a larger
proportion or number for stockholder action.

American Bancorporation, Inc.

ABI is incorporated under the laws of the state of Delaware, and
Firstar is incorporated under the laws of the state of Wisconsin.
Stockholders of ABI, whose rights are governed by ABI's Certificate of
Incorporation and By-laws and by the DGCL, will, on consummation of the
Merger, become shareholders of Firstar. Their rights as Firstar
shareholders will then be governed by Firstar's Restated Articles of
Incorporation and By-laws and by the Wisconsin Business Corporation Law
(the "WBCL"). The following is a summary of the material differences
between the rights of stockholders of ABI and the rights of shareholders
of Firstar.

Capital Stock

The Certificate of Incorporation of ABI authorizes the Board of
Directors of ABI to issue up to 1,500,000 shares of common stock, no par
value, and 250,000 shares of preferred stock, no par value (the "ABI
Authorized Preferred"). 920,948 shares of ABI Common Stock were
outstanding as of February 29, 1996. No shares of ABI Authorized
Preferred were outstanding as of such date.

ABI common stockholders have no preemptive rights. The
outstanding shares of ABI Common Stock are fully paid and nonassessable.
ABI Common Stockholders are entitled to one vote for each share held on
each matter submitted to a vote of the holders of ABI Common Stock.
Cumulative voting for the election of directors is not permitted. Subject
to the preferential dividend rights of any issued and outstanding ABI
Authorized Preferred, ABI's Common Stockholders are entitled to receive
dividends as and when declared by the Board of Directors of ABI. Under
Delaware law, ABI may declare and pay dividends out of surplus or, if
there is not surplus, out of net profits for the fiscal year in which the
dividend is declared and/or the preceding year. No dividends may be
declared, however, if the capital of ABI has been diminished by
depreciation, losses or otherwise to an amount less than the aggregate
amount of capital represented by any issued and outstanding capital stock
having a preference on distribution.

If ABI were liquidated, the holders of ABI Common Stock would be
entitled to receive, pro rata, all assets available for distribution to
them after full satisfaction of ABI's liabilities and any payment
applicable to any ABI Authorized Preferred then outstanding.

Preferred Share Purchase Rights

Neither JSC nor ABI has in place a stockholder rights plan.

Appraisal Rights and Dissenters' Rights

Under the DGCL, stockholders of a corporation who dissent from a
merger or consolidation of the corporation in the manner provided by
Delaware law are entitled to receive payment of the fair value of their
stock, as determined by the Court of Chancery. However, such right is not
available to stockholders (i) whose shares are listed on a national
securities exchange, quoted on The Nasdaq Stock Market or held of record
by more than 2,000 stockholders, or (ii) where the vote of such
stockholders of the corporation surviving or resulting from the merger or
consolidation was not required for approval thereof, unless the
stockholders are required to accept in the merger or consolidation
anything except certain types of stock (including Firstar Common Stock) or
cash in lieu of fractional shares of such stock. ABI Common Stock is not
listed on a national securities exchange, quoted on The Nasdaq Stock
Market or held of record by more than 2,000 stockholders.

Delaware law does not provide appraisal rights to stockholders
who dissent from the sale of all or substantially all of the corporation's
assets unless the corporation's certificate of incorporation provides
otherwise. ABI's Certificate of Incorporation does not provide for
appraisal rights in the context of a sale of all or substantially all of
ABI's assets.

Assessability; Potential Liability For Wages

Shares of stock of Delaware corporations are nonassessable under
the DGCL. The DGCL does not impose personal liability on holders of ABI
Common Stock for debts owing to employees or otherwise.

Takeover Statutes

Wisconsin law regulates a broad range of "business combinations"
between a Wisconsin corporation and an "interested stockholder."
Wisconsin law defines a "business combination" as including a merger or a
share exchange, sale of assets, issuance of stock or rights to purchase
stock and certain related party transactions. An "interested stockholder"
is defined as a person who beneficially owns, directly or indirectly, 10%
of the outstanding voting stock of a corporation or who is an affiliate or
associate of the corporation and beneficially owned 10% of the voting
stock within the last three years. In certain cases, Wisconsin law
prohibits a corporation from engaging in a business combination with an
interested stockholder for a period of three years following the date on
which the person became an interested stockholder, unless (i) the board of
directors approved the business combination or the acquisition of the
stock prior to the acquisition date, (ii) the business combination is
approved by a majority of the outstanding voting stock not owned by the
interested stockholder, (iii) the consideration to be received by
stockholders meets certain requirements of the statute with respect to
form and amount or (iv) the business combination is of a type specifically
excluded from the coverage of the statute.

DGCL Section 203 (the "Delaware Business Combination Statute")
applies to certain business combinations involving a Delaware corporation
and certain of its stockholders. The Delaware Business Combination
Statute prevents an "interested stockholder" (defined generally as a
person with 15% or more of the corporation's outstanding voting stock)
from engaging in a "business combination" (defined to include a variety of
transactions, including the sale of assets, mergers and almost any related
party transaction) with a Delaware corporation for three years following
the date such person became an interested stockholder, unless (i) before
such person became an interested stockholder, the board of directors of
the corporation approved the transaction in which the interested
stockholder became an interested stockholder or approved the business
combination, (ii) upon consummation of the transaction which resulted in
the interested stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced (excluding
stock held by directors who are also officers of the corporation and by
certain employee stock ownership plans), or (iii) following the
transaction in which such person became an interested stockholder, the
business combination is approved by the board of directors of the
corporation and authorized at a meeting of stockholders by the affirmative
vote of the holders of two-thirds of the outstanding voting stock of the
corporation not owned by the interested stockholder.

A corporation may elect in its certificate of incorporation not
to be governed by Section 203, and the restrictions imposed on interested
stockholders under Section 203 do not apply under certain limited
circumstances set forth therein, including certain business combinations
proposed by an interested stockholder following the announcement or
notification of certain extraordinary transactions involving the
corporation and a person who had not been an interested stockholder during
the previous three years or who became an interested stockholder with the
approval of a majority of the corporation's directors.

Section 203 provides that, during such three-year period, the
corporation may not merge or consolidate with an interested stockholder or
any affiliate or associate thereof, and also may not engage in certain
other transactions with an interested stockholder or any affiliate or
associate thereof, including, without limitation, (i) any merger or
consolidation of the corporation or a direct or indirect majority-owned
subsidiary of the corporation with (A) the interested stockholder, or (B)
with any other corporation if the merger or consolidation is caused by the
interested stockholder and as a result of such merger or consolidation the
above limitations of Section 203 are not applicable to the surviving
corporation; (ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (except proportionately as a stockholder of the
corporation) to or with the interested stockholder of assets having an
aggregate market value equal to 10% or more of the aggregate market value
of all assets of the corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of a corporation;
(iii) any transaction which results in the issuance or transfer by the
corporation or by any majority owned subsidiary thereof of any stock of
the corporation or such subsidiary to the interested stockholder, except,
among other things, pursuant to a transaction which effects a pro rata
distribution to all stockholders of the corporation; (iv) any transaction
involving the corporation or any majority owned subsidiary thereof which
has the effect of increasing the proportionate share of the stock of any
class or series, or securities convertible into the stock of any class or
series, of the corporation or any such subsidiary which is owned by the
interested stockholder (except, among other things, as a result of
immaterial changes due to fractional share adjustments); or (v) any
receipt by the interested stockholder of the benefit (except
proportionately as a stockholder of such corporation) of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.

The ABI Merger is not a "business combination" as defined in
Section 203 and therefore, Section 203 is not applicable to the
transactions contemplated by the Merger Agreements.

Directors

The Board of Directors of ABI consists of a single class of
directors, each of whom serves a term of one year. Holders of ABI Common
Stock elect all of the directors at each annual meeting of ABI's
stockholders. Any director may be removed either for or without cause at
any time by the affirmative vote of the holders of a majority of all the
shares of stock outstanding and entitled to vote at a special meeting of
stockholders called for that purpose.

Liability of Directors; Indemnification

In accordance with the DGCL, ABI has provided in its By-laws
that it will indemnify its directors and officers to the fullest extent
provided for in the DGCL against liabilities. Under the DGCL, as
currently in effect, such indemnification would apply if the indemnified
individual is or was a director or officer and the individual acted in
good faith, reasonably believed his or her conduct was in the
corporation's best interests (or in certain cases at least not opposed to
the corporation's best interests) and, in the case of any criminal
proceeding, the individual had no reasonable cause to believe the
individual's conduct was unlawful. However, under the DGCL a corporation
cannot indemnify a director or officer in connection with a proceeding by
or in the right of the corporation in which the director or officer was
adjudged liable to the corporation unless a court of competent
jurisdiction determines that such person is entitled to indemnification
despite the adjudication of liability. Further, the DGCL allows a
corporation, by amendment to its certificate of incorporation, to
eliminate or limit the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except that the provision cannot eliminate or limit the
liability of a director for a breach of the director's duty of loyalty to
the corporation or its stockholders, for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, for a transaction from which the director derives an improper
personal benefit or with respect to liability relating to a distribution
to stockholders made in violation of law. ABI's Certificate of
Incorporation includes a provision to eliminate the personal liability of
a director for monetary damages for a breach of fiduciary duty as a
director.

Action Without A Meeting

Under the DGCL and ABI's By-laws, any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth the action taken, is signed
by holders of not less than the minimum number of shares necessary to
authorize or approve such action. Under the WBCL, such action without a
meeting is allowed only if the consent is signed by all of the
stockholders entitled to vote with respect to the subject matter.

Amendment of Corporate Charter

Delaware law requires the vote of a simple majority of the
outstanding voting stock of a corporation, and the vote of a simple
majority of the outstanding stock of each class entitled to vote as a
class, to amend the certificate of incorporation, in addition to approval
by the corporation's board of directors.

Stockholder Derivative Proceedings

Under Delaware law and the WBCL, before a stockholder may bring
an action by or on behalf of the corporation (a "derivative action"), a
stockholder must make a demand on the corporation's Board of Directors to
remedy the situation about which the stockholder complains. Under
Delaware law, the demand requirement may be excused if the stockholder can
show that such demand would be futile because the alleged wrongdoers
comprised or controlled a majority of the Board of Directors. Under the
WBCL, the futility exception to the demand requirement has been
eliminated. Therefore, a stockholder bringing a derivative action on
behalf of a Wisconsin corporation will be required in all instances to
make a demand on the corporation's Board of Directors.

OTHER PROPOSALS

Proposal Two: Approval of Change of Control Incentive Plan

The Change of Control Incentive Plan

The Board of Directors of ABI adopted the Change of Control
Incentive Plan (the "Plan") in August 1995 to motivate and provide certain
executives and senior management employees of ABI and its bank
subsidiaries an incentive to maximize stockholder interests in the event
of a change of control. The Plan provides that in the event ABI is sold,
a payment (the "Pool Payment") is made by ABI (or its successor) into a
pool which is then distributed to each participant in the Plan after the
consummation of the sale. The amount of the Pool Payment is determined by
the aggregate amount of the sale price determined as of the date of the
agreement providing for such sale.

The Mergers, if consummated, qualify as a "sale" of ABI under
the Plan. Upon the consummation of the Mergers, the aggregate value of
the Firstar Common Stock and cash into which JSC Common Stock and ABI
Common Stock will be converted determined as of the date of the Merger
Agreements equaled $220,000,000. Therefore, under the Plan formula, the
Pool Payment will be $1,657,143.

Absent JSC and ABI stockholder approval of the Plan,
participants will not receive any payments thereunder that constitute
"excess parachute payments" under Section 280G. The participant would,
however, still receive the maximum amount which may be paid under the Plan
that does not constitute an "excess parachute payment" under Section 280G.
An "excess parachute payment" means any payment in the nature of
compensation to certain "disqualified persons" (generally officers
comprising 10% of all employees and the highest paid 1% of all employees)
that is contingent on a change of control (a "parachute payment") if the
present value of all "parachute payments" exceeds three times the average
taxable compensation of such person for the immediately preceding five
years (or such shorter period for which the person has been employed).
Excess parachute payments are not deductible by the company and the
recipient is liable for a 20% excise tax on the amount received. However,
a payment is not a "parachute payment" if, among other conditions, such
payment is approved by a vote of more than 75% of the outstanding shares
of the paying company and more than 75% of any other entity in which the
stock of the paying company represents a substantial portion of its
assets. The Mergers are not contingent on either approval or disapproval
of the Plan.

Set forth below is certain information with respect to each of
the participants in the Plan, including the portion of the Pool Payment
such person would receive upon consummation of the Mergers. Based upon
the payments indicated, under the Section 280G provisions disclosed above,
none of the payments will constitute "excess parachute payments" under
Section 280G, assuming the participants do not receive any other
"parachute payments" relating to the Mergers.

Pool
Payment if
Pool Mergers are
Name Allocation Consummated

Vote Required

The affirmative vote of more than 75% of the shares of ABI
Common Stock outstanding, excluding shares held by the individuals who are
participants under the Plan, is required at the ABI Special Meeting for
the approval of the Plan.

THE BOARD OF DIRECTORS OF ABI RECOMMENDS A VOTE "FOR"
THE APPROVAL OF THE PLAN.

Because JSC is a holder of ABI Common Stock and such ABI Common
Stock represents a substantial portion of the assets of JSC, the
affirmative vote of more than 75% of the shares of JSC Common Stock
outstanding, excluding shares held by persons who are participants under
the Plan, is required at the JSC Special Meeting for JSC, as a stockholder
of ABI to properly vote in favor of the Plan at the ABI Special Meeting.

THE BOARD OF DIRECTORS OF JSC RECOMMENDS A
VOTE "FOR" THE APPROVAL OF THE PLAN.

The consideration to be received by JSC and ABI stockholders
will not be affected by the approval or disapproval of the Plan or by any
payments made pursuant to the Plan.

Proposal Three: Approval of Severance Agreements

The Severance Agreements

ABI has entered into Change of Control Executive Severance Pay
Agreements (the "Severance Agreements") with certain of its executive
officers and management and with certain executive officers of its bank
subsidiaries. The Severance Agreements provide that in the event of
involuntary termination of employment with ABI or the applicable bank
subsidiary within the "Covered Period," which is two years (one year in
the case of Messrs. Omerza, LaMere and Mullerleile and Ms. Lamey)
following a change of control (other than for cause or as the result of
such person's death, disability or retirement), the terminated employee
will be paid a specified multiple ranging from 1.0 to 2.5 times his or her
annualized base salary plus, in certain circumstances, his or her bonus
from ABI's previous fiscal year (collectively, the "Severance Payment").
Change of control under the Severance Agreements generally means (i) a
person or group of persons, other than JSC or its primary stockholder,
becoming the owner of 51% or more of the voting securities of ABI, (ii) as
a result of any tender offer, merger or similar transaction, the persons
who were directors of ABI prior to such transaction not constituting a
majority of the Board of Directors of ABI after such transaction, or (iii)
ABI transferring substantially all its assets to another corporation that
is not wholly-owned by ABI or JSC. The Mergers would be a change of
control under the Severance Agreements.

The Severance Agreements also provide that the employee may
voluntarily terminate his or her employment within the Covered Period
following a change of control and will be entitled to receive the
Severance Payment described above if any of the following "change of
duties" has occurred: (i) an adverse change in the responsibilities or
scope of the employee's authority, duties, powers or functions or in the
conditions of employment from those applicable immediately prior to the
change of control; (ii) a reduction in the employee's total compensation
from that provided immediately prior to the change of control, or
diminution in eligibility to participate in bonus, incentive award and
other compensation plans; or (iii) a change in the location of the
employee's principal place of employment by more than 50 miles from the
location immediately prior to the change of control.

The employees who are parties to the Severance Agreements will
only receive the Severance Payments in the event of a change of control
and their termination of employment as described above. Absent JSC and
ABI stockholder approval of the Severance Agreements, the employees will
not receive Severance Payments under the Severance Agreements to the
extent that such payments, together with any other amounts that are
payable to such employees upon a change of control of ABI ("parachute
payments"), constitute "excess parachute payments" under Section 280G of
the Internal Revenue Code of 1986, as amended. The Pool Payments under
the Change of Control Incentive Plan, which are contingent on a change of
control, would constitute "parachute payments" under Section 280G in
determining the amount of the Severance Payments that constitute "excess
parachute payments" under Section 280G. The employees would, however,
continue to receive those portions of the Severance Payments which may be
paid in addition to the Pool Payments under the Change of Control
Incentive Plan and still not constitute "excess parachute payments" under
Section 280G. An "excess parachute payment" means any payment in the
nature of compensation to certain "disqualified persons" (generally
officers comprising 10% of all employees and the highest paid 1% of all
employees) that is contingent on a change of control if the present value
of all "parachute payments" exceeds three times the average taxable
compensation of such person for the immediately preceding five years (or
such shorter period for which the person has been employed). Excess
parachute payments are not deductible by the company and the recipient is
liable for a 20% excise tax on the amount received. However, a payment is
not a parachute payment if, among other conditions, such payment was
approved by a vote of more than 75% of the outstanding shares of the
paying company and more than 75% of any other entity in which the stock of
the paying company represents a substantial portion of its assets.
Approval of the Severance Agreements will permit each person to receive
the full amount of his or her Severance Payment and such Severance
Payments would not be subject to the restrictions of Section 280G. The
Mergers are not contingent on either approval or disapproval of the
Severance Agreements.

Set forth below is certain information with respect to each
person with whom ABI has entered into a Severance Agreement, including the
largest potential Severance Payment such person could receive if they were
entitled to receive payment under their Severance Agreement after the ABI
Merger is consummated, and the amount of such Severance Payment that would
constitute "excess parachute payments" based upon current compensation.

Total Severance Amount of Excess
Name Payment Parachute Payment

Victor Reim . . . . . . . $1,190,000 $326,866
Joseph J. Johnson . . . . 720,000 0
Lynn R. Evans . . . . . . 471,918 0
Richard L. Kastner . . . 484,400 225,936
Jon A. Theobald . . . . . 254,369 64,671
Gary M. Omerza . . . . . 152,050 0
Dennis R. Nisler . . . . 342,000 304,451
Robert T. Lund . . . . . 299,672 139,172
James C. LaMere . . . . . 80,883 0
Colleen Lamey . . . . . . 68,738 0
Darrell Mullerleile . . . 103,410 0
--------- ---------
$4,167,400 $1,061,096
========= =========

The "Amount of Excess Parachute Payment" in the table above
represents the amount of all parachute payments in excess of 3 times the
average annual taxable wages of the listed individual for calendar years
1991 to 1995 (or those years actually employed, if less than five); the
amount of all parachute payments includes the payment to the individual
under the Change of Control Incentive Plan upon consummation of the
Mergers, the present value of benefits that accelerate under a non-tax-
qualified Supplemental Executive Retirement Plan contingent on the
consummation of the Mergers and the present value of the monthly Severance
Payments as if the individual's employment terminated immediately upon the
consummation of the Mergers under circumstances that would give rise to a
Severance Payment. If the Change of Control Incentive Plan is approved by
shareholders (see "Proposal Two: Approval of Change of Control Incentive
Plan," above), the Pool Payments would be excluded from the calculation of
the total amount of parachute payments for each affected individual.

Vote Required

The affirmative vote of more than 75% of the shares of ABI
Common Stock outstanding, excluding shares held by the employees who are
parties to the Severance Agreements, is required at the ABI Special
Meeting for the approval of the Severance Agreements.

THE BOARD OF DIRECTORS OF ABI RECOMMENDS A VOTE "FOR"
THE APPROVAL OF THE SEVERANCE AGREEMENTS.

Because JSC is a holder of ABI Common Stock and such ABI Common
Stock represents a substantial portion of the assets of JSC, the
affirmative vote of more than 75% of the shares of JSC Common Stock
outstanding, excluding shares held by persons who are parties to the
Severance Agreements, is required at the JSC Special Meeting for JSC, as a
stockholder of ABI, to properly vote in favor of the Severance Agreements
at the ABI Special Meeting.

THE BOARD OF DIRECTORS OF JSC RECOMMENDS A
VOTE "FOR" THE APPROVAL OF THE SEVERANCE AGREEMENTS.

The consideration to be received by JSC and ABI stockholders
will not be affected by the approval or disapproval of the Severance
Agreements, or by any payments made pursuant to such agreements.

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 14 bank subsidiaries in Wisconsin
had total assets of $11.4 billion at December 31, 1995. Its one Iowa
bank, one Illinois bank and one Minnesota bank had total assets of
approximately $2.9 billion, $2.9 billion and $2.4 billion, respectively,
as of December 31, 1995. Firstar has one bank in Phoenix, Arizona, with
total assets of $152 million.

Firstar provides banking services throughout Wisconsin and Iowa
and in the Chicago, Minneapolis-St. Paul and Phoenix metropolitan areas.
Its Wisconsin bank subsidiaries operate in 125 locations, with offices in
eight of the ten largest metropolitan population centers of the state,
including 45 offices in the Milwaukee metropolitan area. Its Iowa bank
subsidiary operates in 44 locations; its Illinois bank subsidiary in 41
locations; its Minnesota bank subsidiary in 31 locations; and its Arizona
bank in three locations. Firstar also provides trust services at certain
of its Wisconsin, Iowa, Illinois, Minnesota and Arizona banking locations
and in Florida at 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 Iowa, 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.

Competition

Banking and bank-related services is a highly competitive
business. Firstar's subsidiaries compete primarily in Wisconsin and the
Midwestern United States. Firstar and its subsidiaries have numerous
competitors, some of which are larger and have greater financial
resources. Firstar competes with other commercial banks and financial
intermediaries, such as savings banks, savings and loan associations,
credit unions, mortgage companies, leasing companies and a variety of
financial services and advisory companies located throughout the country.

Supervision

Firstar's business activities as a bank holding company are
regulated by the Federal Reserve Board under the BHC Act, which imposes
various requirements and restrictions on its operations. The activities
of Firstar and those of its banking and nonbanking subsidiaries are
limited to the business of banking and activities closely related or
incidental to banking.

The business of banking is highly regulated, and there are
various requirements and restrictions in the laws of the United States and
the states in which the subsidiary banks operate, including the
requirement to maintain reserves against deposits and adequate capital to
support their operations, restrictions on the nature and amount of loans
which may be made by the banks, restrictions relating to investment
(including loans to and investments in affiliates), branching and other
activities of the banks.

Firstar's subsidiary banks with a national charter are
supervised and examined by the OCC. The subsidiary banks with a state
charter are supervised and examined by their respective state banking
agencies and either by the Federal Reserve if a member bank of the Federal
Reserve or by the FDIC if a nonmember. All of the Firstar subsidiary
banks are also subject to examination by the Federal Deposit Insurance
Corporation.

In recent years Congress has enacted significant legislation
which has substantially changed the federal deposit insurance system and
the regulatory environment in which depository institutions and their
holding companies operate. The Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA"), the Comprehensive Thrift and Bank
Fraud Prosecution and Taxpayer Recovery Act of 1990 and the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") have
significantly increased the enforcement powers of the federal regulatory
agencies having supervisory authority over Firstar and its subsidiaries.
Certain parts of such legislation, most notably those which increase
deposit insurance assessments and authorize further increases to
recapitalize the bank deposit insurance fund, increase the cost of doing
business for depository institutions and their holding companies. FIRREA
also provides that all commonly controlled FDIC insured depository
institutions may be held liable for any loss incurred by the FDIC
resulting from a failure of, or any assistance given by the FDIC, to any
of such commonly controlled institutions. Federal regulatory agencies
have implemented provisions of FDICIA with respect to taking prompt
corrective action when a depository institution's capital falls to certain
levels. Under the new rules, five capital categories have been
established which range from "critically undercapitalized" to "well
capitalized." Failure of a depository institution to maintain a capital
level within the top two categories will result in specific actions from
the federal regulatory agencies. These actions could include the
inability to pay dividends, restricting new business activity, prohibiting
bank acquisitions, asset growth limitations and other restrictions on a
case by case basis.

In addition to the impact of regulation, commercial banks are
affected significantly by the actions of the Federal Reserve Board as it
attempts to control the money supply and credit availability in order to
influence the economy. Changes to such monetary policies have had a
significant effect on operating results of financial institutions in the
past and are expected to have such an effect in the future; however, the
effect of possible future changes in such policies on the business and
operations of Firstar cannot be determined.

The following table sets out the risk-based capital position of
each of Firstar's bank subsidiaries as of December 31, 1995. All of
Firstar's bank subsidiaries exceeded the risk-based capital requirements
as of such date.

Firstar Corporation Bank Subsidiaries
Risk-Based Capital Ratios
December 31, 1995

Tier 1 Total
Capital Capital
Minimum Statutory Requirement 4.00% 8.00%

Firstar Bank Milwaukee, N.A. 9.22 10.95
Firstar Credit Card Bank, N.A. 8.86 10.11
Firstar Bank Appleton 11.01 12.26
Firstar Bank Eau Claire, N.A. 12.11 13.37
Firstar Bank Fond du Lac, N.A. 10.20 11.45
Firstar Bank Grantsburg, N.A. 12.71 13.97
Firstar Bank Green Bay 11.00 12.25
Firstar Bank Madison, N.A. 12.43 13.68
Firstar Bank Manitowoc 11.89 13.14
Firstar Bank Minocqua 16.53 17.79
Firstar Bank Oshkosh, N.A. 10.58 11.83
Firstar Bank Rice Lake, N.A. 13.69 14.94
Firstar Bank Sheboygan, N.A. 10.22 12.36
Firstar Bank Wausau, N.A. 14.40 15.65
Firstar Bank Wisconsin Rapids, N.A. 15.15 16.41
Firstar Bank Iowa, N.A. 10.58 11.84
Firstar Bank of Minnesota, N.A. 12.56 13.82
Firstar Bank Illinois 14.95 16.20
Firstar Metropolitan Bank & Trust 19.15 20.24

Other Acquisitions and Transactions

Since the enactment of interstate banking statutes by Wisconsin,
Minnesota, Illinois and Iowa, Firstar has actively acquired banks within
that four-state area. Firstar has also acquired one bank in Arizona,
primarily to offer trust services to customers in that state.

On January 26, 1996, Firstar completed the acquisition of
Harvest Financial Corp., a $350 million thrift holding company based in
Dubuque, Iowa. The transaction was accounted for as a purchase with the
issuance of 887,204 shares of Firstar Common Stock.

On April 28, 1995, Firstar completed the acquisition of
Investors Bank Corp., a $1.1 billion thrift holding company operating in
the Minneapolis/St. Paul metropolitan area. The transaction was accounted
for as a pooling of interests through the issuance of 3,006,923 shares of
Firstar Common Stock.

On March 23, 1995, Firstar completed the acquisition of First
Moline Financial Corporation, an $86 million thrift holding company
operating in Moline, Illinois. The transaction was accounted for as a
purchase with the issuance of 313,650 shares of Firstar Common Stock.

On January 31, 1995, Firstar acquired First Colonial Bankshares
Corporation, a multi-bank holding company located in Chicago, Illinois,
with consolidated assets of $1.8 billion as of September 30, 1994. The
transaction was accounted for as a pooling of interests and Firstar issued
7,700,767 million shares of Firstar Common Stock and 38,775 shares of
Firstar Convertible Preferred Stock for all the outstanding shares of
capital stock of First Colonial Bankshares Corporation.

Firstar anticipates that it will acquire additional banks in the
midwest region in the future. Firstar may pay cash or issue common stock,
debt securities, preferred stock or combinations of the foregoing in
connection with any such acquisitions.

Firstar also will continue to monitor external markets and may
raise additional capital as needed and when financially attractive by
issuing common stock, debt securities, preferred stock or combinations of
the foregoing.

Incorporation of Certain Information by Reference

Additional information concerning Firstar, including certain
financial information, information regarding voting securities of Firstar
and principal holders thereof, and information concerning directors and
executive officers of Firstar, is included in the documents filed by
Firstar with the Commission under the Exchange Act.

JACOB SCHMIDT COMPANY

General

Jacob Schmidt Company was organized in 1899 as a Minnesota
corporation, headquartered in St. Paul, Minnesota. Although originally
formed for the purpose of brewing and distilling alcoholic beverages, the
sole business activity of JSC at the present time is holding 473,535
shares (51.42%) of the ABI Common Stock, as well as other equity and debt
securities on which it collects dividends and interest. JSC is a bank
holding company registered under the federal Bank Holding Company Act of
1956, as amended. JSC does not own any real estate assets and conducts
its business through its officers and directors on the premises of ABI.

Management's Discussion and Analysis of JSC's Results of Operations and
Financial Position

Basis of Presentation

Jacob Schmidt Company is a holding company owning approximately
51.4% of American Bancorporation, Inc., a multi-bank holding company. JSC
also owns other equity and debt securities on which it collects dividends
and interest. American Bancorporation, Inc. owns and manages one national
bank, three state banks and an insurance agency.

Following is management's discussion and analysis regarding the
historical results of operations and financial condition of JSC. This
discussion and analysis should be read on conjunction with the JSC and ABI
audited financial statements and accompanying footnotes and other selected
financial data presented elsewhere herein. See "INDEX TO JSC AND ABI
FINANCIAL STATEMENTS."

A detailed discussion of ABI's results of operations and
financial position is contained herein under the caption "AMERICAN
BANCORPORATION, INC. -- Management's Discussion and Analysis of ABI's
Results of Operations and Financial Position." The following discussion
of JSC is limited to parent company only operations and financial
position.

Comparison of Income for Years Ended December 31, 1995, 1994 and 1993

Earnings Performance. JSC earnings were $8.5 million for 1995,
$6.2 million for 1994 and $5.9 million for 1993. Earnings for 1995
increased 27% over 1994 levels due to a significant improvement in the
earnings of ABI.

The following is a condensed summary of the JSC and subsidiary
(unconsolidated) statement of operations:

Jacob Schmidt Company and Subsidiary
Analysis of Net Income
Years Ended December 31,
(in thousands)

1995 1994 1993

Dividend from subsidiary . $ 3,741 $ 1,468 $ 971
Interest income . . . . . . 341 329 344
Dividend income . . . . . . 148 119 169
Net gain (loss) on sales of 18 (5) 605
investments . . . . . . .
Operating expenses . . . . (185) (139) (129)
Equity in undistributed
earnings of subsidiary . . 4,768 4,603 4,392
------- ------- ------
Net income . . . . . . . . $ 8,458 $ 6,174 $ 5,902
====== ====== ======

Income. Dividends from subsidiary increased by $2.3 million of
155% during 1995 from the prior year. This increase was a result of a
significant improvement in the earnings of ABI and a resulting increase in
dividends paid to JSC. Dividend and interest income increased modestly
during 1995 from the prior year.

Operating Expenses. Expenses increased by $46 thousand or 33%
during 1995 from the prior year as a result of a $62 thousand increase in
professional fees paid.

Equity in Undistributed Earnings of Subsidiary. Undistributed
earnings in ABI increased by $2.3 million or 37% during 1995 from the
prior year. This increase was again the result of performance improvement
at ABI.

Financial Condition

The assets of JSC parent only consist primarily of the
investment in ABI and the securities available for sale investment
portfolio. These assets are funded primarily by stockholders' equity.

The following is a condensed summary of the JSC (parent company
only) balance sheets:

Jacob Schmidt Company
(Parent Company Only)
Balance Sheets
Years Ended December 31,
(in thousands)

1995 1994 1993
Assets:
Cash and cash equivalents . . $ 740 $ 59 $ 300
Investment in American 67,103 59,798 59,052
Bancorporation, Inc. . . .
Securities available for sale
10,946 9,260 9,605
Dividends and interest -- 980 713
receivable . . . . . . . . .
Other Assets . . . . . . . . 76 13 4
------- ------- -------
$78,865 $70,110 $69,674
======= ======= =======
Liabilities and Stockholders'
Equity:
Accrued liabilities . . . . . $ 1,122 $ 418 $ 703
Stockholders' equity . . . . 77,743 69,692 68,971
------ ------ ------
$78,865 $70,110 $69,674
====== ====== ======

Investment Portfolio. JSC's investment portfolio consists of
equity securities and U.S. Treasury Notes. The equity investments are
primarily in large capitalization U.S. common stocks. In preparation for
the consummation of the sale to Firstar Corporation, the entire investment
portfolio was liquidated as of February 9, 1996. Proceeds have been
invested in short-term Treasury securities or cash-equivalent funds.

Effective December 31, 1993, JSC adopted the provisions of
Statement of Financial Accounting Standards N. 115, Accounting for Certain
Investments in Debt and Equity Securities (Statement 115). Under
Statement 115, JSC has classified all investment securities as available
for sale. Securities available for sale are stated at fair value, with
any unrealized holding gains or losses, net of the related tax effect,
excluded from earnings and reported as a separate component of
stockholders' equity until realized. Gains or losses realized from the
sale of securities available for sale are determined using the specific
identification method.

The following table sets forth a summary of the investment
portfolio as of December 31, 1995:

Jacob Schmidt Company
(Parent Company Only)
Investment Portfolio Summary
As of December 31, 1995
(in thousands)

Amortized Unrealized
Cost Fair Value Gain

Equity securities . . . . . $3,531 $6,145 $2,615
U.S. Treasury Notes . . . . 4,746 4,801 55
------ ------ ------
Total . . . . . . . . $8,277 $10,946 $2,670

JSC Common Stock

There is no established trading market for JSC Common Stock.
JSC Common Stock is not listed for trading on any securities exchange or
quoted on the Nasdaq Stock Market. JSC had 19 shareholders of record as
of the JSC Record Date. JSC Common Stock has traded only sporadically on
the over-the-counter market.

The stock transfer records of JSC indicate that no shares of JSC
Common Stock have traded since August of 1993, when 200 shares were traded
in one transaction. JSC does not know the price per share of such trade.
The book value of JSC Common Stock as of December 31, 1995 was $2,222.30.
This value may not be an accurate indicator of the actual market value on
such date or any subsequent date.

The following table presents the dividend payments per share of
JSC Common Stock:

Dividends Paid
Calendar Quarter Per Share

1994
First Quarter . . . . . $12.60
Second Quarter . . . . 8.25
Third Quarter . . . . . 8.25
Fourth Quarter . . . . 8.25

1995
First Quarter . . . . . $19.50
Second Quarter . . . . 55.00
Third Quarter . . . . . 18.00
Fourth Quarter . . . . 22.00

1996
First Quarter (thru
March __, 1996) . . . $21.00

Security Ownership of Directors, Executive Officers and Principal
Stockholders

Set forth below are the names and number of shares held as of
the Record Date by the officers and directors of JSC and by each person
known to the officers and directors to be the beneficial owner of more
than 5% of outstanding JSC Common Stock:

No. Of
Name Position Held Shares Percent

George B. Benz Director/Officer 60 .17%
Adolf Bremer Trust Shareholder 3,014/1 8.62%
Marie Bremer Trust Shareholder 24,900/2 71.18%
Marilyn Bremer Director 377 1.08%
Susie Bremer Jensen Director/Officer 377 1.08%
E. Elizabeth Johnson Shareholder 2,007 5.74%
Louise B. Plank Director 60 .17%
Officers and Directors
as a group (4 persons) 874 2.50%

___________________

1 The Adolf Bremer Trust is a testamentary trust which was created
under the Last Will and Testament of Adolf Bremer for the benefit of
certain legatees and devisees described therein. The current
Trustees of the Adolf Bremer Trust are Karen B. Benz, Marie R.
McMillen and James W. Reagan.

2 The Marie Bremer Trust was created under an Agreement and Declaration
of Trust dated January 3, 1929 by and between Adolf Bremer and Otto
Bremer primarily for the benefit of the children of Adolf Bremer and
their descendants. The current Trustees of the Marie Bremer Trust
are Josephine B. Carpenter, Thomas W. Ingeman, Richard W. Johnson,
Mary Bremer Patrick and Victor P. Reim.

AMERICAN BANCORPORATION, INC.

General

American Bancorporation, Inc. is a Delaware corporation
organized in 1969 as a bank holding company registered under the BHC Act.
ABI was formed to acquire and hold the shares of two bank subsidiaries,
American Bank N.A. ("American Bank") and American Commercial Bank.
Subsequently, ABI acquired American Bank Moorhead, American Bank Lake City
Bank and organized American Bank Burnsville in 1972. In 1995, American
Bank Burnsville was combined with American Commercial Bank, resulting in
the current four subsidiary banks: American Bank, American Commercial
Bank, American Bank Moorhead and American Bank Lake City.

American Bank is headquartered in St. Paul, Minnesota and
operates five full-service offices. Of these offices, three are located
in St. Paul and two are in suburbs of St. Paul; one in each of West St.
Paul and Maplewood. The market area of American Bank is generally
approximated by the Twin Cities metropolitan area, although American Bank
serves a broader market area in the provision of correspondent banking
services and, to a lesser extent, commercial lending to the small- and
middle-business market.

American Commercial Bank is headquartered in St. Paul,
Minnesota, and operates five full-service offices. Three of the offices,
including the main office, are in St. Paul, one is located in Minneapolis
and the last is in Burnsville. The market area of American Commercial
Bank is generally approximated by the Twin Cities metropolitan area.
American Commercial Bank is the product of the merger of American Bank of
Burnsville with and into the American Commercial Bank, in 1995.

American Bank Moorhead is headquartered in Moorhead, Minnesota
and operates four full-service offices, two of which, including the main
office are located in Moorhead and one each in Barnesville and Rothsay.
The market area of American Bank Moorhead is generally approximated by the
Fargo/Moorhead metropolitan area and the Red River Valley.

American Bank Lake City is headquartered in Lake City,
Minnesota, where it operates its sole office. The market area of American
Bank Lake City is generally approximated by Lake City and the surrounding
Wabasha and Goodhue Counties.

Services

ABI's subsidiary banks provide a wide range of commercial and
consumer banking services within their markets. The banks provide various
types of loans, including business loans, long- and short-term residential
and commercial real estate mortgage loans, and consumer lending.
Agricultural loans are part of American Bank Moorhead and American Bank
Lake City's portfolio.

The banks also provide a full range of deposit products,
including checking and savings accounts, certificates of deposit and money
market accounts and instruments. In addition, the banks offer other
financial-related services, including safe deposit boxes, investment and
brokerage services.

American Bank also offers a full range of trust services to
personal trusts and qualified plan customers.

Competition

The subsidiary banks of ABI encounter substantial competition
from other commercial banks which maintain offices in their market areas.
The Twin Cities market is highly competitive, with the headquarters of two
large super-regional banking organizations located in the Twin Cities, as
well as a variety of smaller commercial bank, thrift, credit union and
other financial service competitors. All of the communities in which the
banks maintain offices have at least one (and, in most cases, many) other
commercial bank which maintains full-service offices there.

In addition to competition from commercial banks, the ABI
subsidiary banks compete with savings and loan associations, savings
banks, credit unions and other providers of financial services which
maintain offices in their communities, many of which offer substantially
the same services as the ABI subsidiary banks. In addition, many other
providers of financial services, such as insurance companies, securities
brokerage firms and investment management firms also offer competition for
many other particular services provided by the Banks.

Properties

ABI's corporate offices are located at Suite 2200, American Bank
Building, 101 East Fifth Street, St. Paul, Minnesota, at a location leased
from a third party. American Bank Moorhead and American Bank Lake City
own their facilities. American Commercial Bank owns its main banking
facility at Fifth and St. Peter Street, St. Paul, Minnesota. All of the
remaining facilities, including all of the facilities of American Bank and
the branch locations American Commercial Bank are leased from third
parties.

Regulation

ABI, as a bank holding company, and its subsidiary banks are
subject to substantial regulation under federal law. Such regulation and
supervision is substantially similar to that which Firstar and its
subsidiary banks are subject. See "FIRSTAR CORPORATION -- Supervision."

Management's Discussion and Analysis of ABI's Results of Operations and
Financial Position

Basis of Presentation

Following is management's discussion and analysis regarding the
historical results of operations and financial condition of American
Bancorporation, Inc. and consolidated subsidiaries. This discussion and
analysis should be read in conjunction with the ABI audited financial
statements and accompanying footnotes and other selected financial data
presented elsewhere herein. See "INDEX TO JSC AND ABI FINANCIAL
STATEMENTS."

The financial information presented below reflects the operation
of the ABI bank subsidiaries along with the parent company operations.
ABI was incorporated October 20, 1969 and is a privately owned, multi-
bank holding company. It is primarily in the business of owning and
managing commercial banks. During 1995 the American Bank of Burnsville
was merged with and into the American Commercial Bank, reducing the number
of banks owned by ABI from five to four. As of December 31, 1995, ABI had
$1.3 billion in assets.

Comparison of Income for Years Ended December 31, 1995, 1994 and 1993

Earnings Performance. ABI earnings were $16.5 million for 1995,
$11.8 million for 1994 and $10.4 million for 1993. Earnings for 1995
increased 40% over 1994 levels due to a reduction of $10.4 million in
operating expenses and an 8.7% increase in revenues. A significant amount
of the improved performance was achieved at ABI's lead bank, American
Bank, N.A. Earnings for 1994 in turn grew by 13% over the prior year,
primarily attributable to a reversal of a portion of the loan loss
reserve.

The following is a condensed summary of the consolidated
statement of operations and selected profitability ratios.

American Bancorporation, Inc.
Analysis of Net Income
Years Ended December 31,
(dollars in thousands, except per share amounts)

1995 1994 1993

Net interest Income . . . $55,275 $52,549 $51,554
Provision for loan
losses . . . . . . . . 633 (6,428) 698
Other operating income . 19,966 16,700 16,720
Net gains on sales of
investments . . . . . . 49 (180) 1,008
Other operating expense . 48,093 58,493 53,113
Net income . . . . . . . 16,549 11,806 10,430
Net income per share . . $17.97 $12.82 $11.33
Return on average
assets . . . . . . . . 1.36% 0.94% 0.86%
Return on average
equity . . . . . . . . 13.67% 10.21% 10.21%
Dividend payout ratio . . 43.96% 24.18% 18.10%
Equity to assets . . . . 10.19% 9.64% 9.60%

Net Interest Income. Net interest income increased by $2.7
million or 5.2% during 1995 from the prior year. The net interest margin
increased to 5.05% during 1995 from 4.61% in 1994. The increase in net
interest income in 1995 was principally due to the increased level of
average loans, which carry a higher interest rate than other earning
assets. Interest income on securities was lower, reflecting redeployment
of these funds to loans. Net interest income increased by approximately
$1.0 million, or 1.9% during 1994, while the net interest margin declined
modestly from 4.69% in 1993 to 4.61% in 1994. The following table
presents ABI's average balance sheets, interest earned or paid, and the
related yields and rates on major categories of ABI's earning assets and
interest-bearing liabilities for the periods indicated.

<TABLE>
American Bancorporation, Inc.
Analysis of Average Rates and Balances
For Years Ended December 31,
(dollars in thousands)

<CAPTION>
1995 1994 1993
Interest Interest Interest Interest Interest Interest
Average Income/ Yields & Average Income/ Yields & Average Income/ Yields &
Balance Expense Rates(1) Balance Expense Rates(1) Balance Expense Rate(1)

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Loans . . . . . . . $720,161 $68,151 9.46% $647,568 $53,525 8.27% $559,702 $44,355 7.92%
Investment
Securities . . . . 337,123 21,619 6.41% 431,094 25,259 5.86% 449,615 30,233 6.72%
Other interest
earning assets . . 37,223 2,744 7.37% 60,924 3,441 5.65% 89,599 3,084 3.44%
--------- ------- --------- ------- --------- ------
Total interest
earning assets $1,094,507 $92,514 8.45% $1,139,586 $82,225 7.22% $1,098,916 $77,672 7.07%
Allowance for loan
losses . . . . (12,882) (19,349) (20,231)
Non-interest
earning assets 138,205 140,668 135,625
-------- -------- ---------
Total Assets $1,219,830 $1,260,905 $1,214,310
========= ========= ==========

Liabilities

Savings/interest
bearing checking . $376,714 $11,735 3.12% $342,457 $7,393 2.16% $343,122 $7,233 2.11%
Time deposits . . . 323,798 16,152 4.99% 341,844 12,090 3.54% 373,855 13,790 3.69%
Short-term
borrowings . . . . 115,809 6,437 5.56% 170,633 7,893 4.63% 111,666 3,231 2.89%
Long-term borrowings
22,766 1,411 6.20% 18,990 907 4.78% 3,490 232 6.65%
---------- -------- ---------- -------- ---------- --------
Total interest
bearing
liabilities . . $839,087 $35,735 4.26% $873,924 $28,283 3.24% $823,133 $24,486 2.94%
---------- --------- ---------
Non-interest bearing
liabilities . . . 259,689 271,309 267,337
Common stockholders
equity . . . . . . 121,054 115,672 114,840
---------- --------- ---------
Total
liabilities
& equity . . . $1,219,830 $1,260,905 $1,214,310
========== ========== =========
Net interest income $56,779 $53,942 $53,186

Net interest spread 4.19% 3.98% 4.13%

Net interest margin 5.19% 4.73% 4.84%

<FN>
(1) Yields are computed on a tax equivalent basis.
</TABLE>

The following table reflects changes in interest income and
expense attributable to changes in volume and interest rates of
significant interest bearing assets and liabilities.

American Bancorporation, Inc.
Analysis of Volume and Interest Rates
Years Ended December 31,
(dollars in thousands)

1995 compared to 1994 1994 compared to 1993

Attributable to Attributable to
change in change in
Total Total
Change Volume Rate Change Volume Rate
Interest Income:
Loans . . . . . . $14,383 $6,307 $8,076 $ 9,209 $ 7,107 $2,102
Securities . . . (3,508) (5,688) 2,180 (4,774) (1,168) (3,606)
Other earning
assets . . . . . (697) (1,568) 871 357 (1,198) 1,555
-------- -------
Total interest
income . . . $ 10,178 $(3,300) $13,478 $4,792 $2,856 $ 1,936
======== ======
Interest Expense:
Savings/interest
bearing checking
$ 4,342 $ 800 $ 3,542 $ 160 $ (14) $ 174
Time deposits . . 4,062 (668) 4,730 (1,700) (1,148) (552)
Short term
borrowings . . . (1,456) (2,850) 1,394 4,662 2,185 2,477
Long term
borrowings . . . 504 202 302 675 757 (82)
------ ------
Total interest
expense . . $ 7,452 $(1,167) $ 8,619 $3,797 $1,271 $2,526
======= ======

Net interest
income . . . . .
interest
income . . . $ 2,726 $(2,137) $ 4,863 $ 995 $1,885 $ (890)

The change in interest income/expense attributable to volume
reflects the change in volume times the prior year's rate and the change
in interest income/expense attributable to rate reflects the change in
rates times the current year's volume.

Net interest income, margin and spread increased in 1995 due to
three primary factors. The first was a substantial reduction in the
volume of fed funds sold in other interest earning assets. Second, higher
rate loan assets replaced a substantial volume of relatively lower priced
investment securities. Third, rates on variable rate consumer deposit
instruments lagged behind increases in variable rate loans.

Provision for Loan Losses. Management continually assesses the
adequacy of the reserve for loan losses by evaluating the collectability
of loans. This process includes assigning a risk rating to loans and
reserving percentages of these balances according to reserve allocation
formulas. This evaluation process takes into consideration such factors
as changes in the nature and volume of the loan portfolio, prior years
loss experience, overall loan portfolio quality, review of specific
problem loans and current and anticipated economic conditions that may
affect a borrower's ability to repay a loan.

ABI made a provision for loan losses in 1993 of $698,000, made a
reduction in the loan loss allowance in 1994 of $6,428,000 and provided
$633,000 in 1995. The provision reduction in 1994 was made after a risk
assessment by management indicated that credit risk of ABI had been
significantly reduced. For the years of 1995, 1994 and 1993 net
chargeoffs were $1,451,000, $273,000, and $792,000 respectively.

Non-interest income. The following chart presents a summary of
non-interest income.

American Bancorporation, Inc.
Analysis of Non-Interest Income
Years Ended December 31,
(in thousands)

1995 1994 1993

Trust fees . . . . . . . . . $ 6,783 $ 5,737 $ 5,360
Service charges on loans and
deposits . . . . . . . . . . 7,124 6,737 5,565
Trading profits and
commissions . . . . . . . . 1,948 1,366 13,52
Net gains on sales of
investments . . . . . . . . 49 (180) 1,008
Other . . . . . . . . . . . . 4,111 2,860 4,443
------- ------- -------
Total . . . . . . . . . $20,015 $16,520 $17,728

ABI generates substantial non-interest income from trust, bond
trading and correspondent bank cash management activities. ABI's fee
income base is well established and well diversified providing earnings
stability. Overall non-interest income growth for 1995 was $3.5 million
or 21% over 1994 levels. 1994 service fee income reflects an accounting
change which discontinued the previous practice of deferring loan fees
over the life of loans. The amount of accrued loan fees at the time of
accounting change was approximately $490,000. Trust fee growth in 1995
includes approximately $400,000 of incremental revenue recognized as a
result of changing to a full accrual accounting practice for recognition
of fees. Non-interest income declined by approximately $1.2 million or
6.8% during 1994 as a result of securities gains realized in 1993.

Non-interest Expense. The following table presents a summary of
non-interest expense.

American Bancorporation, Inc.
Analysis of Non-Interest Expense
Years Ended December 31,
(in thousands)

1995 1994 1993

Salaries and benefits . . . . $27,559 $29,983 $27,936
Net occupancy . . . . . . . . 4,498 4,805 4,330
Equipment expense . . . . . . 3,305 3,464 3,367
OREO expense . . . . . . . . (106) 17 88
Amortization of intangibles . 65 5,423 1,124
Data processing . . . . . . . 1,497 1,281 1,729
Federal Reserve fees . . . . 1,348 1,111 903
Supplies . . . . . . . . . . 1,148 1,154 1,168
FDIC insurance . . . . . . . 1,203 2,118 2,598
Other . . . . . . . . . . . . 7,576 9,137 9,870
-------- ------- -------
Total . . . . . . . . . $48,093 $58,493 $53,113
======= ======= =======

Non-interest expenses declined $10.4 million in 1995 from 1994
levels. Approximately one half of this reduction was accomplished through
the reduction of staff and other operating costs. The remaining reduction
resulted from the write-off in 1994 of all remaining intangible assets
from the acquisition of savings and loan branches and credit card
receivables. The intangibles were written off because of the difficulty
in supporting the value of these assets. Non-interest expense increased
by approximately $5.4 million or 10% during 1994, principally due to the
increased amortization of intangibles previously mentioned.

Income Taxes. ABI's provisions for income taxes were
$10,015,000, $5,198,000 and $5,041,000 for the years of 1995, 1994 and
1993 respectively. The effective tax rates were 37.7% in 1995, 30.6% in
1994 and 32.6% in 1993. The effective tax rate increased in 1995 due to a
higher statutory federal tax rate on income over $10 million, reversal of
income tax reserves in 1994 and reduced tax exempt income.

Financial Condition

Overview. While total asset and total earning asset levels have
remained relatively constant from 1993 to 1995, the composition has
shifted from lower yielding investment securities toward higher earning
loan assets. The ratio of loans to deposits at December 31, 1995 is
74.8%, up from 61% at December 31, 1993. Balance sheet liquidity remains
strong. Substantial liquidity is available through the investment
portfolio which represents nearly 25% of assets. All securities are
designated as available for sale as of December 31, 1995.

Loans. The following table presents the balance of each major
category of loans at the dates indicated.

<TABLE>

American Bancorporation, Inc.
Loans Outstanding
Years Ended December 31,
(dollars in thousands)

<CAPTION>
1995 1994 1993
% of % of % of
Amount Loans Amount Loans Amount Loans

<S> <C> <C> <C> <C> <C> <C>
Loan Category:
Commercial,
industrial and
agricultural . . . . . 361,054 47.6% $322,271 47.1% $295,416 49.3%
Financial
institutions . . . . . 65,718 8.7% 48,893 7.1% 39,122 6.5%
Commercial real
estate . . . . . . . . 166,376 21.9% 156,561 22.9% 125,818 21.0%
Residential real
estate . . . . . . . . 102,819 13.6% 82,959 12.1% 69,973 11.7%
Consumer . . . . . . . 61,031 8.0% 69,076 10.1% 64,398 10.7%
Nonaccrual . . . . . . 1,681 0.2% 4,068 0.6% 4,998 0.8%
-------- ------- --------- ------- -------- ------
Total loans . . . . $758,679 100.0% $683,828 100.0% $599,725 100.0%
======== ====== ======== ====== ======== ======
Allowance for loan
losses . . . . . . . . (12,282) (13,100) (19,801)
-------- ------- --------
Total net loans . . $746,397 $670,728 $579,924
======== ======== ========
</TABLE>

On December 31, 1995 loans were $758,679,000 or 59.1% of total
assets. Growth for 1995 was $74.8 million, an increase of 10.9%. All
loan categories except consumer increased in 1995. Residential real
estate loans realized the largest percentage growth at 23.9% due to strong
growth in home equity loans and lines of credit.

Non-Performing Assets. ABI adheres to regulatory guidelines for
placing and retaining loans on non-accrual status. When loans are placed
on nonaccrual status all previously accrued but uncollected interest is
reversed. Non performing assets are summarized in the following table.

American Bancorporation, Inc.
Nonaccrual, Restructured and Past Due Loans
Years Ended December 31,
(in thousands)

1995 1994 1993

Nonaccrual loans . . . . . . $1,681 $4,068 $4,998
Restructured loans . . . . . 68 1664 1,526
Loans past due 90 days or
more . . . . . . . . . . . 317 579 516

Interest which would have
been earned on nonaccrual
loans if they were on
accrual basis . . . . . . . $198 $445 $416

Interest Recoveries . . . . . $942 $81 $512

Allowance for Loan Losses: ABI's loan loss reserve is available
to absorb future loan losses. The current level of the reserve is a
result of management's assessment of the risk within the loan portfolio
based on the information revealed in the credit reporting process. ABI
utilizes a monthly risk rating, credit review and reporting process which
results in the calculation of the guideline reserves based on the
calculated risk within the portfolio. This assessment takes into account
the composition of the loan portfolio, previous loan loss experience,
current economic conditions and other factors that, in management's
judgment, warrant recognition.

The following table sets forth changes in ABI's loan loss
reserve as of the dates indicated.

American Bancorporation, Inc.
Analysis of Allowance for Loan Losses
At December 31,
(dollars in thousands)

1995 1994 1993

Balance beginning of year . . $13,100 $19,801 $19,895

Provision for loan losses . . 633 (6,428) 698

Charge-offs:
Commercial . . . . . . . . 1,152 533 903
Consumer . . . . . . . . . 282 233 684
Real estate . . . . . . . . 833 229 222
Other . . . . . . . . . . . 2 37 351
------ ------ ------
Total loan losses . . . $2,272 $1,032 $2,160

Recoveries:
Commercial . . . . . . . . $525 $440 $507
Consumer . . . . . . . . . 180 178 247
Real estate . . . . . . . . 100 26 71
Other . . . . . . . . . . . 16 115 543
------ ------ ------
Balance end of year . . . . . $12,282 $13,100 $19,801

Allowance for loan losses to
total loans at year end . . 1.62% 1.92% 3.30%

Net charge-offs to average 0.20% 0.04% 0.14%
loans . . . . . . . . . . .

The loan loss reserve at December 31, 1995 was $12,282,000 down
from $13,100,000 at December 31, 1994 and $19,801,000 at December 31,1993.
These decreases occurred, despite moderate loan growth, because of steady
improvement in the overall quality of the loan portfolio. The loan loss
reserve at December 31, 1995 as a percent of loans outstanding stood at
1.62%, which management believes is adequate.

Investment Portfolio. ABI's investment portfolio consists of
obligations of the U.S. government, U.S. government agencies and state and
local governments as well as agency collateralized obligations. The
portfolio does not contain any concentration of investments exceeding
investment portfolio policy limits.

The following sets forth the composition of ABI's investment
portfolio at the dates indicated.

American Bancorporation, Inc.
Investment Portfolio (at cost)
Years Ended December 31,
(dollars in thousands)

1995 1994 1993

U.S. Treasuries . . . . . . . $ 42,282 $ 67,266 $140,631
Agencies . . . . . . . . . . 203,895 208,121 268,841
Municipals . . . . . . . . . 16,780 24,694 27,938
Other . . . . . . . . . . . . 54,239 44,324 53,722
------- ------- -------
Total investments $317,196 $344,405 $491,132
======= ======= =======

The following table sets forth a summary of yields and
maturities for the investment portfolio as of December 31, 1995.

<TABLE>
American Bancorporation, Inc.
Analysis of Investment Yields and Maturities
December 31, 1995
(dollars in thousands)

<CAPTION> 5 years
One year or less One year through 5 through 10 Over ten years Total

Wtd. Wtd. Wtd. Wtd. Wtd.
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasuries . $27,892 5.81% $14,390 6.15% $0 $0 $42,282 5.93%
Agencies . . . . 5,485 6.88% 66,267 5.64% 26,624 6.13% 105,504 7.08% 203,880 6.48%
Municipals . . . 4,879 6.62% 8,971 6.39% 2,264 4.98% 322 7.74% 16,436 6.29%
Other . . . . . . 6,611 6.19% 23,673 7.16% 18,404 7.46% 5,910 6.17% 54,598 7.14%
------ ----- ------- ----- ------- ------ -------- ----- ------- -----
Total . . . $44,867 6.09% $113,301 6.08% $47,292 6.59% $111,736 7.08% $317,196 6.50%
======= ===== ======= ===== ======= ====== ======= ===== ======= =====

</TABLE>

In November 1995 the Financial Accounting Standards Board
("FASB") issued "A Guide to Implementation of Statement 115 on Accounting
for Certain Investments in Debt and Equity Securities". In conjunction
with this publication the FASB permitted a one time reclassification of
investment securities. Under this provision all investment securities
were designated as "Available for Sale".

Deposits. Total deposits were $1,014 million at December 31,
1995, an increase of 4.8% from a year earlier. The mix of interest
bearing deposits has moved to smaller denomination certificates of deposit
and money market accounts, which represented 48% of deposits at December
31, 1995. Non-interest bearing deposits have increased by 14% while
savings accounts and larger denomination certificates of deposits have
declined. The following table sets forth a summary of ABI's deposits as
of the dates indicated.

<TABLE>
American Bancorporation, Inc.
Analysis of Deposits
Years Ended December 31,
(dollars in thousands)

1995 1994 1993

<S> <C> <C> <C> <C> <C> <C>
Non-interest
bearing $298,681 29.46% $262,077 27.09% $298,662 30.17%

Interest bearing:
Savings and NOW 184,629 18.21% 194,140 20.07% 183,346 18.52%
Time deposits:
<$100 M & MMDA 489,523 48.28% 454,073 46.94% 452,174 45.68%
Time deposits
>$100 M 41,179 4.06% 56,970 5.89% 55,600 5.62%
------ ------- ------ ------ ------ ------
Total deposits $1,014,011 100.00% $967,260 100.00% $989,782 100.00%
======= ======= ======= ======= ======= ======
</TABLE>

Capital. Stockholders' equity increased 12.2% to $130.5 million
at the end of 1995. Total equity as a percentage of total assets was
10.2% at December 31, 1995, compared to 9.3% a year earlier. Bank
regulatory agencies measure capital adequacy through standardized risk-
based capital guidelines which compare different levels of capital (as
defined by such guidelines) to risk-weighted and off-balance sheet
obligations. Under final rules effective December 31, 1992, all financial
institutions are required to maintain a core level of capital (known as
Tier I capital), which must be at least 4.0% of risk weighted assets, and
a minimum level of total capital of at least 8.0% of risk-weighted assets.
The leverage ratio, which measures Tier 1 capital as a percentage of
quarterly average assets, must be at least 3.0%. Additional guidelines
define what the regulators consider a well capitalized financial
institution..

The following table presents regulatory capital requirements and
ABI's capital levels as of December 31, 1995.

American Bancorporation, Inc.
Risk Based Capital

Regulatory Capital
Requirement As of December 31,
Well
Minimum Capitalized 1995 1994 1993
Capital Category:
Tier I Capital . . 4.00% 6.00% 13.91% 14.36% 14.77%
Tier 2 Capital . . - - 1.25% 1.25% 1.27%
Total risk 8.00% 10.00% 15.16% 15.61% 16.04%
bank capital .
Leverage ratio . . . - - 101.9% 9.64% 8.74%

As of December 31, 1995 ABI exceeded each of the capital
requirements set forth by federal or state banking regulatory agencies.

Liquidity and Funds Management. The objective of liquidity
management is to ensure the continuous availability of funds to meet the
demands of depositors, investors and borrowers. ABI has a centralized
Asset Liability Management Committee ("ALCO") responsible for managing
these needs while achieving the Company's financial objectives. This
committee meets regularly to review funding capacities, current and
forecasted loan demand, and investment opportunities. With this
information, ALCO supervises the funding needs and excess funding
positions, as well as the maintenance of contingent funding sources, to
achieve a balance sheet structure that provides sufficient liquidity.

Asset liquidity is provided by regular maturities of loans and
by maintaining relatively short-term marketable investment securities and
federal funds sold. ABI's investment securities due within one year and
fed funds sold represent 6.1% of assets at year end 1995. ABI has a
stable core deposit base comprised primarily of interest bearing deposits.
MMDA deposits grew by 30% in 1995 due to the introduction of a new
floating rate Treasury indexed money market product called American
Treasury Money Market Savings. During 1995 consumer certificates of
deposit under $100,000 declined by 6%. ABI has in place liquidity
contingency plans which include the ability to borrow federal funds from
both upstream and downstream correspondent banks, borrow from the Federal
Home Loan Bank and/or liquidate short term securities and loans.

Interest Rate Sensitivity. The Company's principle objective
for interest rate risk management is to control exposure of net interest
income to risks associated with interest rate movements. Interest rate
risk is measured and reported to the Company's ALCO through the use of
traditional gap analysis, which measures the difference between assets and
liabilities that reprice in a given time period, and simulation modeling,
which produces projections of net interest income under various interest
rate scenarios and balance sheet strategies. It is the Company's policy
to maintain a low interest rate risk position by limiting the amount of
forecasted net interest income at risk under a steady 200 basis point
fluctuation in interest rates over a 12-month period. Interest rate swaps
are used as a hedge to maintain acceptable interest rate risk levels.

The following table sets forth ABI's interest rate repricing gap
position at several repricing maturities as of December 31, 1995. This
analysis is useful as a point-in-time measurement of interest rate risk.
However, the gap analysis is unable to capture prepayment risk, the
changing relationships between asset rates and liability rates of similar
maturity (basis risk), option risk represented by interest rate caps and
floors, and timing lags in adjusting certain assets and liabilities that
have varying sensitivities to market interest rates.

American Bancorporation, Inc.
Interest Rate Sensitivity
As of December 31, 1995
(in thousands)

Repricing or Maturity Occurring in

1 Year or Over 1 to 5 Over 5
Less Years Years Total

Rate Sensitive
Assets:
Loans . . . . . . $543,219 $144,534 $70,926 $758,679
Investment
securities . . 139,856 131,971 45,470 317,297
Other interest
bearing
assets . . . . 54,447 -- -- 54,447
------- ------- -------- --------
Total rate
sensitive
assets . . $737,522 $276,505 $116,396 $1,130,423
======= ======== ======= =========
Rate Sensitive
Liabilities:
Savings/Interest
bearing
checking . . . $264,941 $71,494 $71,494 $407,929
Time deposits . . . 221,616 76,863 8,922 307,401
Short term
borrowings . . . . 96,849 -- -- 96,849
Long term
borrowings . . . . 1,713 13,165 617 15,495
------- ------- ------- --------
Total rate
sensitive
liabilities . . . $585,119 $161,522 $81,033 $827,674
======= ======= ======= =======
Repricing Gap . . . $152,403 $114,983 $35,363 $302,749
Cumulative . . . 152,403 267,386 302,749 --

ABI Common Stock

There is no established trading market for ABI Common Stock.
ABI Common Stock is not listed for trading on any securities exchange or
quoted on the Nasdaq Stock Market. ABI had 165 shareholders of record as
of the ABI Record Date. ABI Common Stock has traded only sporadically on
the over-the-counter market.

The stock transfer records of ABI indicate that during 1995, a
total of 62,917 shares of ABI Common Stock were traded in 36 transactions.
A total of 23,908 shares of ABI Common Stock have traded in 5 trades to
date in 1996. The last trade of ABI Common Stock occurred on January 29,
1996 when 942 shares were traded. ABI does not know the sales price of
any of these privately negotiated trades. The book value of ABI Common
Stock as of December 31, 1995 was $141.71. This value may not be an
accurate indicator of the actual market value on such date or any
subsequent date.

The following table presents the dividend payments per share of
ABI Common Stock:

Dividends Paid
Calendar Quarter Per Share

1994
First Quarter . . $1.25
Second Quarter . --
Third Quarter . . $1.25
Fourth Quarter . --
1995
First Quarter . . $6.375
Second Quarter . $0.925
Third Quarter . . $1.225
Fourth Quarter . $1.225

1996
First Quarter
(thru
March __, 1996) . $1.50*

____________________

* Declared on February 26, 1996 and payable on March 29, 1996.

Security Ownership of Directors, Executive Officers and Principal
Stockholder

Set forth below are the names and number of shares held as of
the Record Date by the officers and directors of ABI and by each person
known to the officers and directors to be the beneficial owner of more
than 5% of ABI's outstanding common stock:

Percent of
No. of Outstanding
Name Position Held Shares Shares

Jacob Schmidt Company Stockholder 473,535 51.42%
Otto Bremer Foundation Stockholder 87,053 9.45%
George B. Benz Director 12,659/1 1.37%
Victor P. Reim Director/Officer 11,956/2 1.30%
M. Keith Huzyak Director 6,018/3 <1.0%
Robert W. Johnson Director 5,318/3 <1.0%
J. Terrance Trunk Director 3,434 <1.0%
Officers and Directors as
a group (3 persons) 39,385 4.28%
________________

1 Includes 5 shares held by his spouse.
2 Includes 740 shares held by his spouse and 2,071 shares held in
trust for his benefit, but as to which Mr. Reim does not serve
as Trustee.
3 Shares are owned by respective spouses. In each case beneficial
ownership is disclaimed.

OPINIONS

The validity of the securities offered hereby will be 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 December 31, 1995, directly or beneficially owned
approximately 60,133 shares of Firstar Common Stock. The opinion of
counsel described under the caption "PROPOSED MERGERS--Certain Federal
Income Tax Consequences" has been rendered by Lindquist & Vennum, 80 South
8th Street, Suite 4200, Minneapolis, Minnesota 55402.

EXPERTS

The consolidated financial statements of Firstar Corporation and
subsidiaries as of December 31, 1994 and 1993, and for each of the years
in the three-year period ended December 31, 1994, incorporated by
reference herein and elsewhere in the registration statement, have been
incorporated by reference herein and in the registration statement 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.

The consolidated financial statements of Jacob Schmidt Company
and subsidiary as of December 31, 1995 and 1994, and for each of the years
in the three-year period ended December 31, 1995 included herein and
elsewhere in the registration statement, have been included herein and in
the registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants and upon the
authority of said firm as experts in accounting and auditing.

The consolidated financial statements of American
Bancorporation, Inc. and subsidiaries as of December 31, 1995 and 1994,
and for each of the years in the three-year period ended December 31, 1995
included herein and elsewhere in the registration statement, have been
included herein and in the registration statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants
and upon the report of said firm as experts in accounting and auditing.

INDEX TO JSC AND ABI FINANCIAL STATEMENTS

Jacob Schmidt Company and Subsidiary
Consolidated Financial Statements
as of December 31, 1995 and 1994

Independent Auditors' Report . . . . . . . . . . . . . . . . . . F-3

Consolidated Balance Sheets as of
December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Income for the
Years ended December 31, 1995, 1994, and 1993 . . . . . . . . . F-5

Consolidated Statements of Shareholders' Equity
for the Years ended December 31, 1995, 1994, and 1993 . . . . . F-6

Consolidated Statements of Cash Flows for the Years
ended December 31, 1995, 1994, and 1993 . . . . . . . . . . . . F-7

Notes to Consolidated Financial Statements
as of December 31, 1995 and 1994 . . . . . . . . . . . . . . . . F-8

American Bancorporation, Inc. and Subsidiaries
Consolidated Financial Statements
as of December 31, 1995 and 1994

Independent Auditors' Report . . . . . . . . . . . . . . . . . . G-2

Consolidated Balance Sheets as of
December 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . G-3

Consolidated Statements of Income for the
Years ended December 31, 1995, 1994, and 1993 . . . . . . . . . G-4

Consolidated Statements of Shareholders' Equity
for the Years ended December 31, 1995, 1994, and 1993 . . . . . G-5

Consolidated Statements of Cash Flows for the Years
ended December 31, 1995, 1994, and 1993 . . . . . . . . . . . . G-6

Notes to Consolidated Financial Statements
as of December 31, 1995 and 1994 . . . . . . . . . . . . . . . . G-7

<PAGE>

JACOB SCHMIDT COMPANY
AND SUBSIDIARY

Consolidated Financial Statements

December 31, 1995 and 1994

<PAGE>
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402

Independent Auditors' Report

The Board of Directors and Shareholders
Jacob Schmidt Company
Saint Paul, Minnesota:

We have audited the consolidated balance sheets of Jacob Schmidt Company
and subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of income, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Jacob
Schmidt Company and subsidiary as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1995, in conformity with
generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

January 29, 1996

<PAGE>
JACOB SCHMIDT COMPANY AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1995 and 1994
(dollars in thousands)

Assets 1995 1994

Cash and due from banks (note 2) $ 109,613 96,735
Federal funds sold and resale agreements 33,908 86,506
Investment securities (approximate fair value
of $227,351) (note 3) 236,067
Securities available for sale (note 4) 317,297 103,522
Securities available for sale owned by Parent
Company (note 5) 10,946 9,260
Trading account securities 20,539 12,693
Loans (note 6) 758,679 683,828
Allowance for loan losses (note 6) (12,282) (13,100)
--------- --------

Net loans 746,397 670,728

Bank premises and equipment, net (note 7) 15,661 16,721
Interest receivable 9,825 9,128
Other assets 30,627 23,438
--------- --------
$1,294,813 1,264,798
========= =========

Liabilities and Shareholders' Equity

Deposits:
Non-interest bearing demand 298,681 262,074
Savings and NOW accounts 407,929 365,158
Certificates of deposit 266,223 283,034
Certificates of deposit over $100,000 41,178 56,970
--------- -------
Total deposits 1,014,011 967,236

Funds purchased, repurchase agreements, and
other borrowed funds 96,699 126,716
Long-term debt (note 8) 15,495 27,606
Interest payable 2,881 2,471
Accrued expenses and other liabilities 24,218 14,165
--------- ---------
Total liabilities 1,153,304 1,138,194

Minority interests in subsidiary 63,766 56,912

Shareholders' equity (note 11):
Common stock, par value $100 per share;
authorized 50,000 shares; issued and
outstanding, 34,983 shares 3,498 3,498
Retained earnings 72,621 68,169
Net unrealized gain (loss) on securities
available for sale 1,624 (1,975)
------- -------
Total shareholders' equity 77,743 69,692

Commitments and contingencies (note 14)
$1,294,813 1,264,798
========= =========

See accompanying notes to consolidated financial statements.

<PAGE>
JACOB SCHMIDT COMPANY AND SUBSIDIARY

Consolidated Statements of Income

Years ended December 31, 1995, 1994, and 1993
(in thousands, except per share amounts)

1995 1994 1993
Interest Income:
Loans $ 67,305 52,992 43,713
Investment securities:
Taxable 12,927 12,412 20,332
Non-taxable 1,134 1,875 2,336
Securities available for sale:
Taxable 7,134 10,511 6,919
Non-taxable 73
Trading account securities 438 350 713
Federal funds sold and resale
agreements 2,307 3,020 2,371
------- ------ -------
Total interest income 91,318 81,160 76,384
------ ------- ------

Interest expense:
Deposits 27,870 20,390 21,023
Federal funds purchased, repurchase
agreements, and other borrowed funds 6,420 6,986 3,231
Long-term debt 1,412 907 232
------- ------- ------
Total interest expense 35,702 28,283 24,486
------- ------- -------
Net interest income 55,616 52,877 51,898

Provision for loan losses 633 (6,428) 698
------- ------- -------
Net interest income after
provision for loan losses 54,983 59,305 51,200
------- ------- -------
Non-interest income:
Trust income 6,737 5,693 5,315
Service fees on deposits and loans 7,124 6,737 5,565
Trading profits and commissions 1,948 1,366 1,352
Net gain (loss) on sales and calls of
securities (notes 3, 4, and 5) 67 (185) 1,613
Other 4,240 2,955 4,597
------- ------- -------
Total non-interest income 20,116 16,566 18,442
------ ------- -------
Non-interest expense:
Salaries and employee benefits 27,559 29,983 27,942
Net occupancy 4,498 4,805 4,330
Equipment rentals, depreciation, and
maintenance 3,305 3,464 3,367
Other real estate owned losses and
expenses, net (106) 17 88

Amortization of intangibles 5,423 1,124
Other 12,898 14,818 16,282
------ ------ ------
Total non-interest expense 48,154 58,510 53,133
------ ------ ------
Income before income taxes and 26,945 17,361 16,509
minority interests
Income tax expense (note 9) 10,389 5,399 5,491
------- ------- -------
Income before minority interests 16,556 11,962 11,018

Minority interests in income of
subsidiary 8,098 5,788 5,116
------- ------ -------
Net income $ 8,458 6,714 5,902
====== ======= ======
Net income per share $241.76 176.48 168.71
======= ======= ======

See accompanying notes to consolidated financial statements.

<PAGE>
JACOB SCHMIDT COMPANY AND SUBSIDIARY

Consolidated Statements of Shareholders' Equity

Years ended December 31, 1995, 1994, and 1993
(in thousands, except per share amounts)

Net
unrealized
gain
(loss) on
securities
Common Retained available
stock earnings for sale

Balances at December 31, 1992 $3,498 58,499

Net income 5,902
Cash dividends paid, $31.40 a
share (1,099)
Net unrealized gain on
securities available for sale 2,171
------ ------- -------

Balances at December 31, 1993 3,498 63,302 2,171

Net income 6,174
Cash dividends paid, $37.35 a
share (1,307)
Net unrealized (loss) on
securities available for sale (4,146)
------ ------- --------

Balances at December 31, 1994 3,498 68,169 (1,975)

Net income 8,458
Cash dividends paid, $114.50 a
share (4,006)
Net unrealized gain on
securities available for sale 3,599
------- ------- ------

Balances at December 31, 1995 $3,498 72,621 1,624
====== ======= ======

See accompanying notes to consolidated financial statements.

<PAGE>
JACOB SCHMIDT COMPANY AND SUBSIDIARY

Consolidated Statements of Cash Flows

Years ended December 31, 1995, 1994, and 1993
(dollars in thousands)

1995 1994 1993

Cash flows from operating activities:
Net income $ 8,458 6,174 5,902
Adjustments to reconcile net income
to net cash provided by operating
activities:
Minority interest 4,564 4,401 3,497
Provision for loan losses 633 (6,428) 698
Loss on other real estate owned,
net 423
Depreciation and amortization 2,551 8,124 3,458
Net loss (gain) on called
investment securities 1 75 (23)
Net (gain) loss on sale of
securities available for sale (50) 105 (985)
Net (gain) loss on sale of
securities available for sale
owned by Parent Company (18) 5 (605)
Deferred income taxes 1,083 1,001 2,136
Net (increase) decrease in trading
account securities (7,846) 1,775 (5,234)
Other, net (1,405) (17,543) 27,754
------ ------- -------
Net cash provided (used) by
operating activities 7,971 (1,888) 36,598
------ ------- ------
Cash flows from investing activities:
Purchases of securities available
for sale owned by Parent Company (1,340) (2,218) (3,434)
Proceeds from sale of securities
available for sale owned by Parent
Company 1,453 2,071 3,831
Purchase of investment securities (19,941) (149,323) (245,546)
Proceeds from maturities of
investment securities 39,053 109,828 366,288
Proceeds from called investment
securities 49 2,369 878
Purchases of securities available
for sale (40,024) (155,457) (242,974)
Proceeds from maturities of
securities available for sale 39,499 211,941 45,410
Proceeds from sales of securities
available for sale 10,632 123,857 30,173
Net increase in loans (76,302) (84,799) (23,391)
Purchases of premises and equipment (1,757) (2,481) (2,985)
Proceeds from sale of premises and
equipment 346 88 443
------- ------- -------
Net cash (used) provided by
investing activities (48,332) 55,876 (71,307)
------- ------- -------
Cash flows from financing activities:
Net increase (decrease) in deposits 46,775 (22,512) (63,732)
Net (decrease) increase in federal
funds purchased, repurchase
agreements, and other borrowed
funds (30,017) (7,103) 43,840
Increase in long-term debt 35,000
Payments on long-term debt (12,111) (10,621) (573)
Cash dividends paid (4,006) (1,307) (1,099)
------- ------- --------
Net cash used (provided) by
financing activities 641 (6,543) (21,564)
------- ------- --------
Net (decrease) increase in cash and
cash equivalents (39,720) 47,445 (56,273)

Cash and cash equivalents at beginning
of year 183,241 135,796 192,069
-------- ------- --------
Cash and cash equivalents at end of
year $143,521 183,241 135,796
======= ======= =======

Supplemental disclosures of cash flow
information-
Cash paid during the year for:
Interest $ 35,292 28,047 24,805
Income taxes 10,242 5,509 4,133

See accompanying notes to consolidated financial statements.

<PAGE>
JACOB SCHMIDT COMPANY AND SUBSIDIARY

Notes to Consolidated Financial Statements

December 31, 1995 and 1994

(1) Summary of Significant Accounting Policies

Jacob Schmidt Company (the Company) is a holding company owning
approximately 51% of American Bancorporation, Inc. (ABI), a multi-
bank holding company. The Company also owns other equity and debt
securities on which it collects dividends and interest. American
Bancorporation, Inc. owns and manages one national bank, four state
banks, and an insurance agency.

Basis of Presentation

The consolidated financial statements have been prepared in
conformity with generally accepted accounting principles. In
preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, and expenses. Material
estimates, such as the allowance for loan losses and the recorded
value of real estate acquired in satisfaction of loans, can be
susceptible to significant and rapid change due to changing economic
conditions and the economic prospects of borrowers.

The Company, ABI, and ABI's subsidiary banks are subject to
regulation by certain federal and state agencies and undergo
periodic examinations by those agencies. See Note 11 which
summarizes regulatory matters.

Prior to 1994, the excess of ABI's investment in subsidiaries over
net assets at dates of acquisition was established as goodwill and
was amortized over 10 to 40 years using the straight-line method.
During 1994, this goodwill was written off.

Accounting for Securities

Effective December 31, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities (Statement 115).
Under Statement 115, securities which the Company intends to hold
until maturity are stated at cost, adjusted for amortization of
premiums and accretion of discounts using the level yield method.
Securities which the Company intends to hold for indefinite periods
of time, including securities that management intends to use as part
of its asset/liability strategy, or that may be sold in response to
changes in interest rates, changes in prepayment risk, the need to
increase regulatory capital, or similar factors, are classified as
available for sale. Securities available for sale are stated at
fair value, with any unrealized holding gains or losses, net of the
related tax effect, excluded from earnings and reported as a
separate component of shareholders' equity until realized. Gains or
losses realized from the sale of securities available for sale are
determined using the specific identification method. Trading
account securities are purchased with the intent to earn a profit by
selling the securities. These securities are recorded at fair
value, with any unrealized holding gains and losses reported in non-
interest income. Trading account securities consist primarily of
United States Treasury obligations, obligations of United States
government agencies, obligations of states and political
subdivisions, bankers' acceptances, and collateralized mortgage
obligations. Realized gains and losses on the sales of such
securities are computed on a specific identification basis. The
adoption of Statement 115 had no impact on the consolidated
statement of operations for the year ended December 31, 1993.

In November 1995, the Financial Accounting Standards Board announced
it would permit companies to make a one-time reclassification of
their investment securities classified as held to maturity in
conjunction with the issuance of a Special Report entitled A Guide
to Implementation of Statement 115 on Accounting for Certain
Investments in Debt and Equity Securities. The Company transferred
its remaining investment securities classified as held to maturity
with an amortized cost of $216,905,000 to available for sale as of
December 31, 1995. Net unrealized losses related to such securities
amounted to $29,000.

Accounting for Postretirement Medical Benefits

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions (Statement 106). This
Statement requires employers to accrue the cost of retiree health
care benefits and the cost of all other postretirement benefits
other than pensions during the employees' active service. In prior
years, this expense was recognized when benefits were paid (see note
10).

Loans

Loans are stated at the amount of unpaid principal, reduced by an
allowance for loan losses. Interest income is recognized on an
accrual basis. Loans are placed on non-accrual status when
principal or interest is 90 days past due, or when full
collectibility of principal and interest become uncertain, unless
the loan is well-secured and in the process of collection. Loans
are taken off non-accrual status only after all delinquent principal
and interest are current or the loan becomes well-secured and is in
the process of collection.

During 1994, the Company determined that the application of Statement
of Financial Accounting Standards No. 91, Accounting for
Nonrefundable Fees and Costs Associated with Originating or
Acquiring Loans and Initial Direct Costs of Leases, did not have a
material effect on their financial statements. As such, these fees
and costs have been recognized during the period they are collected
and incurred, respectively.

Allowance for Loan Losses

The allowance for loan losses provides for potential losses in the
loan portfolio. Its adequacy is determined by management based upon
evaluation of a number of factors, including loan loss experience,
and a continuing review of problem loans, overall portfolio quality,
and current and anticipated economic conditions. The allowance is
increased by provisions charged to operating expense and reduced by
net charge-offs and negative provisions.

Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 114, Accounting by Creditors for Impairment
of a Loan (Statement 114), and Statement of Financial Accounting
Standards No. 118, Accounting by Creditors for Impairment of a Loan-
Income Recognition and Disclosures (Statement 118). Statement 114,
as amended by Statement 118, requires a creditor to measure
impairment of a loan based on the present value of expected future
cash flows discounted at the loan's effective interest rate, or as a
practical expedient, at the observable market price of the loan or
the fair value of the collateral if the loan is collateral
dependent. The adoption of these statements did not have a material
effect on the Company's consolidated financial statements.

Bank Premises and Equipment

The cost of bank premises and equipment is depreciated on a straight-
line basis over the estimated useful lives of the assets. Leasehold
improvements are amortized over the lesser of their useful life or
the term of the lease, including renewal options, on the straight-
line basis.

Other Real Estate

Other real estate, which is included in other assets, represents
properties acquired through foreclosure or other proceedings and is
recorded at the lower of the fair value at foreclosure or current
fair value less estimated costs to sell. Any write-down to fair
value at the time of foreclosure is charged to the allowance for
loan losses. Property is appraised periodically to ensure that the
recorded amount is supported by the current fair value. Market
write-downs subsequent to the date of foreclosure, operating
expenses, and losses on sales are netted with income, including
gains on sales, and charged to other non-interest expense.

Core Deposit Intangible

On October 5, 1990, two of ABI's subsidiary banks purchased certain
deposits from the Resolution Trust Corporation. Prior to 1994, the
related core deposit intangible was included in other assets and was
being amortized on a level yield basis over the estimated lives of
the acquired deposits. During 1994, the core deposit intangible was
written off.

Interest Rate Swaps and Floors

ABI's subsidiary banks enter into interest rate swaps and floors to
reduce the interest rate sensitivity of their balance sheets. The
interest rate swap contracts represent an exchange of fixed and
floating interest rate payments based on a notional principal.
Floor contracts generally involve the payment of a fee in exchange
for guaranteed payments if the market rate of interest drops below a
pre-determined level. The underlying principal balances of the
assets or liabilities are not affected. The fees paid to enter into
these contracts are amortized to interest income and expensed over
the contract life. Net settlement amounts are reported as
adjustments to interest income or interest expense, as appropriate.
Realized gains and losses on these contracts, if sold prior to
maturity, are deferred and amortized over the term of the original
contract as adjustments to interest income and expense.

Income Taxes

Income taxes are provided for by the Company on distributions from
current earnings of the subsidiary. Undistributed earnings are
expected to be invested indefinitely and, accordingly, no provision
has been made for taxes which might be payable upon remittance to
the Company.

The effects of current or deferred taxes are recognized as a current
and deferred tax liability or asset based on current tax laws.
Accordingly, income tax expenses in the consolidated statements of
income includes charges or credits to properly reflect the current
and deferred tax asset or liability.

Consolidated Statements of Cash Flows

For the purpose of the consolidated statements of cash flows, the
Company considers cash and due from banks, federal funds sold, and
resale agreements and money market funds to be cash equivalents.
During the years ended December 31, 1994 and 1993, the subsidiary's
banks received real estate with a fair market value of $423,000, and
$165,000, respectively, in satisfaction of outstanding loan balances
and during the years ended December 31, 1994 and 1993, the
subsidiary's banks wrote loans totaling $423,000 and $756,000,
respectively, in exchange for real estate held by the banks.

Income Per Share

Income per share is based upon the number of common shares
outstanding during the year (34,983 for all years presented).

Reclassifications

Certain reclassifications have been made to the financial statements
of prior periods to conform to the current presentation. These
reclassifications did not affect results of operations as previously
reported.

(2) Restrictions on Cash and Due from Banks

The subsidiary's banks are required by the Federal Reserve Bank to
maintain reserve balances. The amounts of those reserve balances
were $21,043,000 and $18,862,000 at December 31, 1995 and 1994,
respectively.

(3) Investment Securities

Investment securities at December 31 (in thousands):

1994
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value

United States
Treasury
obligations $ 18,886 672 18,214
Obligations of
United States
government agencies 148,163 11 7,408 140,766
Obligations of
states and
political
subdivisions 24,694 294 251 24,737
Collateralized
mortgage
obligations 31,999 619 31,380
Other 12,325 71 12,254
------- ------ ------ -------
$236,067 305 9,021 227,351
======= ====== ====== =======

Proceeds from calls of investment securities were $49,000,
$2,369,000, and $878,000 during the years ended December 31, 1995,
1994, and 1993, respectively. Gross gains of $0, $12,000, and
$23,000 were realized on these calls during the years ended December
31, 1995, 1994, and 1993, respectively. Gross losses of $1,000 and
$87,000 were realized on these calls during the years ended December
31, 1995 and 1994, respectively.

(4) Securities Available for Sale

Securities available for sale at December 31 (in thousands):

1995
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value

United States
Treasury obligations $ 42,282 339 23 42,598
Obligations of United
States government
agencies 203,895 1,007 1,949 202,953
Obligations of states
and political
subdivisions 16,780 455 6 17,229
Collateralized
mortgage obligations 42,018 278 9 42,287
Other 12,221 11 2 12,230
------- ------ ----- -------
$317,196 2,090 1,989 317,297
======= ====== ====== =======

1994
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value

United States Treasury
obligations $ 48,380 29 784 47,625
Obligations of United
States government
agencies 59,958 33 4,094 55,897
------- ----- ------ -------
$108,338 62 4,878 103,522
======= ===== ====== ========

The December 31, 1995 amortized cost and fair value of securities
available for sale by maturity are shown below. Contractual
maturity or call dates are used for investments except certain
mortgage backed securities, for which contractual maturities are
adjusted for expected prepayment patterns (in thousands):

Amortized Fair
cost value

Collateralized mortgage obligations 42,018 42,287
------- -------
$317,196 317,297
======= =======

Proceeds from sales of securities available for sale were
$10,632,000, $123,857,000, and $30,173,000 during the years ended
December 31, 1995, 1994, and 1993, respectively. Gross gains of
$50,000, $1,770,000, and $985,000 were realized on these sales
during the years ended December 31, 1995, 1994, and 1993,
respectively. Gross losses of $0, $1,875,000, and $0 were realized
on these sales during the years ended December 31, 1995, 1994, and
1993, respectively.

At December 31, 1995 and 1994, municipal leases of $804,000 and
$3,382,000, respectively, were included in obligations of states and
political subdivisions.

At December 31, 1995, securities available for sale with a total
amortized cost of approximately $125,894,000 were pledged to secure
public and trust deposits, repurchase agreements, and for other
purposes as required by law.

(5) Securities Available for Sale Owned by Parent Company

Securities available for sale owned by Parent Company at December 31
(in thousands):

1995
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value

Common stocks $3,531 2,622 8 6,145
United States
Treasury
obligations 4,746 64 9 4,801
------ ----- ---- ------
$8,277 2,686 17 10,946
===== ===== ==== ======

1994
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value

Common stocks $3,869 1,211 145 4,935
United States
Treasury
obligations 4,506 14 195 4,325
----- ----- ----- ------
$8,375 1,225 340 9,260
===== ===== ===== ======

Proceeds from sales of securities available for sale owned by Parent
Company were $1,453,000, $2,071,000, and $3,831,000 during the years
ended December 31, 1995, 1994, and 1993, respectively. Gross gains
of $130,000, $141,000, and $684,000, and gross losses of $112,000,
$146,000, and $79,000 were realized on these sales during the years
ended December 31, 1995, 1994, and 1993, respectively.

(6) Loans

Loans at December 31 (in thousands):
1995 1994

Commercial, industrial, and
agricultural $361,054 322,271
Financial institutions 65,718 48,893
Commercial real estate 166,376 156,561
Residential real estate 102,819 82,959
Consumer 61,031 69,076
Nonaccrual 1,681 4,068
------- -------
758,679 683,828

Allowance for loan losses (12,282) (13,100)
------- -------
$746,397 670,728
======= ========

Changes in the allowance for loan losses for the years ended December
31 (in thousands):

1995 1994 1993

Beginning of year $13,100 19,801 19,895
Provision for loan losses 633 (6,428) 698
Loans charged off (2,271) (1,032) (2,160)
Recoveries 820 759 1,368
------- ------- -------
End of year $12,282 13,100 19,801
======= ======= =======

In addition to the nonaccrual loans shown above, at December 31, 1995
and 1994, the subsidiary's banks had restructured loans of
approximately $68,000 and $164,000, respectively, which had been
renegotiated as to either rate or term based on a change in the
borrowers' financial condition. The effect of nonaccrual and
restructured loans on interest income was as follows (in thousands):

1995 1994 1993

Interest Income:
As originally contracted $ 198 445 416
As recognized (942) (81) (512)
----- ----- ----
(Recovery) loss of
interest income $(744) 364 (96)
===== ====== =====

There are no material commitments to lend additional funds to
customers whose loans were classified as nonaccrual or restructured
at December 31, 1995.

The subsidiary's banks carried, in other assets, real estate acquired
through foreclosure of approximately $419,000 and $755,000 at
December 31, 1995 and 1994, respectively.

Loans to principal officers and directors (and entities with which
they are affiliated) of the Company and the subsidiary and its
banks, aggregated approximately $7,682,000 and $3,924,000 at
December 31, 1995 and 1994, respectively. Activity with respect to
these loans during 1995 includes advances, repayments, and net
increases (due to changes in executive officers and directors) of
$6,706,000, $2,956,000, and $8,000, respectively. In the opinion of
management, all such loans were made in the ordinary course of
business at normal credit terms including interest rate and
collateralization, and do not represent more than a normal risk of
collection.

(7) Bank Premises and Equipment

Bank premises and equipment at December 31 (in thousands):

Estimated
useful life 1995 1994

Cost:
Land $ 1,160 1,160
Bank buildings 10-50 years 7,071 6,557
Leasehold improvements 10-50 years 8,634 8,431
Furniture and equipment 3-10 years 14,360 15,273
------ ------
31,225 31,421

Accumulated depreciation (15,564) (14,700)
------- -------
$ 15,661 16,721
======= =======

(8) Long-term Debt

Long-term debt at December 31 (in thousands):

1995 1994

FHLB variable rate advances, due 1996
through 1997 $14,605 26,675
10.00% mortgage note due 2007 890 931
------- -------
$15,495 27,606
======= =======

The 10.00% mortgage note due 2007 requires payments of interest and
principal of approximately $132,000 annually.

The floating rate FHLB advances bear interest at rates ranging from
the one month LIBOR to the one month LIBOR less .05%. Their
maturities are determined quarterly based on the outstanding
balance, the current LIBOR rate, and the maximum life of the
advance.

Maturities on long-term debt at December 31, 1995 are (in thousands):

1996 $ 1,713
1997 12,985
1998 54
1999 60
2000 66
Thereafter 617

(9) Income Taxes

Consolidated income tax expense for the years ended December 31 (in
thousands):
1995 1994 1993

Current:
Federal $ 6,790 3,093 2,083
State 2,516 1,305 1,272
------- ------ ------
9,306 4,398 3,355
Deferred:
Federal 1,016 844 1,866
State 67 157 270
------ ------ ------
1,083 1,001 2,136
------ ------ ------
$10,389 5,399 5,491
======= ======= =======

A reconciliation of consolidated income tax expense using the federal
income tax rate of 35% in 1995 and 34% in 1994 and 1993 and actual
income tax expense for the years ended December 31 is as follows (in
thousands):

1995 1994 1993

Tax at statutory rate $ 9,407 5,885 5,596
State income tax, net of
federal tax benefit 1,675 1,147 1,009
Tax exempt income (893) (1,066) (1,234)
Tax on subsidiary dividend 1,272 499 330
Dividend received deduction (1,053) (428) (304)
Reversal of prior years over
accruals (212) (963)
Other 193 325 94
------ ------ ------
$10,389 5,399 5,491
====== ====== ======

Deferred income taxes are provided for the temporary differences
between the financial reporting and the tax basis of the Company's
assets and liabilities. Temporary differences comprising the net
deferred tax asset, included in other assets on the consolidated
December 31 balance sheet, are as follows (in thousands):

1995
Assets Liabilities Total 1994

Allowance for loan
losses $4,893 4,893 5,224
Prepaid pension 1,885 (1,885) (1,800)
Employee compensation
and benefit accruals 1,631 1,631 1,356
Core deposit premium 2,570 2,570 2,688
Deferred taxes on
unrealized loss (gain)
on securities
available for sale 1,121 (1,121) 2,923
Other 134 376 (242) (255)
----- ----- ----- ------
$9,228 3,382 5,846 10,136
====== ====== ====== =======

Pursuant to Statement 109, the Company has determined that it is not
required to establish a valuation reserve for the deferred tax asset
since it is more likely than not that the deferred tax asset of
$9,228,000 will be principally realized through carryback to taxable
income in prior years, and future reversals of existing taxable
temporary differences, and, to a lesser extent, future taxable
income and tax planning strategies. There was no valuation reserve
for the deferred asset at December 31, 1994 or 1993.

(10) Employee Benefit Plans

The subsidiary and its banks participate in a noncontributory defined
benefit pension plan (the Plan) covering full-time employees over 21
years of age. The Plan's benefits are based on years of service and
the employee's five highest consecutive years of compensation during
the last ten years of employment. The Plan is funded annually based
on the maximum amount that can be deducted for federal tax purposes.
The assets of the Plan are primarily invested in money market, bond,
and equity funds.

The following table sets forth the Plan's funded status and amounts
at December 31 as recognized in the consolidated balance sheets (in
thousands):

1995 1994

Plan assets at fair value $18,089 15,115

Actuarial present value of projected
benefit obligations:
Accumulated benefit obligation,
including vested benefits of $9,517
and $7,217 9,993 7,540
Benefit of future salary increases 2,184 1,653
------ ------
Projected benefit obligation for
service rendered to date 12,177 9,193
------ ------
Plan assets in excess of projected
benefit obligation 5,912 5,922
Unrecognized net gain from past
experience (83) (7)
Unrecognized prior service cost (1,271) (1,431)
Unrecognized net gain being recognized
over nine years (25) (74)
------ ------
Prepaid pension cost 4,533 4,410
====== ======

Net pension expense for the Plan for the years ended December 31
included the following components (in thousands):

1995 1994 1993

Service cost-benefits earned
during the period $ 526 1,010 756
Interest cost on projected
benefit obligation 762 841 740
Actual return on plan assets (3,397) 21 (1,337)
Net amortization and deferral 1,987 (1,024) 408
----- ----- -----
Net pension (income) expense $ (122) 848 567
====== ===== =====

The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation at December 31,
1995 and 1994 was 7.25% and 8.5%, respectively. The rate of
increase in future compensating levels used in determining the
actuarial present value of the projected benefit obligations was 5%
at both December 31, 1995 and 1994. The expected long-term rate of
return on assets was 8% at both December 31, 1995 and 1994.

The subsidiary and its banks also have a contributory profit sharing
plan for employees who have completed one year of service and have
attained the age of 21. Contributions are at the discretion of the
Board of Directors of American Bancorporation, Inc. In addition,
the Plan allows for employee contributions under Section 401(k) of
the Internal Revenue Code, which are partially matched by the
Company. Under the Plan, total contributions of approximately
$1,783,000, $987,000, and $899,000 were charged to operating
expenses for the years ended December 31, 1995, 1994, and 1993,
respectively.

The subsidiary has entered into agreements to provide supplemental
payments at retirement to certain officers. The benefits due under
these agreements are being accrued currently.

As discussed in note 1, effective January 1, 1994, American
Bancorporation, Inc., adopted Statement 106 Employers' Accounting
for Postretirement Benefits Other Than Pensions. Statement 106
requires American Bancorporation, Inc. to accrue the cost of
postretirement benefits over the years employees provide services to
the date of their full eligibility for such benefits. This is a
change from the previous method of accounting for these costs on a
pay-as-you-go (cash) basis. American Bancorporation, Inc. elected
to amortize the transition obligation for future benefits to expense
over a 20-year period. American Bancorporation, Inc.'s
postretirement health care plan is unfunded. Optional medical,
dental, and life insurance benefits are provided to the Company's
retirees under this plan.

The following is a reconciliation of the postretirement benefit
liability and the amount of accrued postretirement benefit cost at
December 31 (in thousands):
1995 1994

Actuarial present value of postretirement
benefit obligations:
Retirees $ 1,450 1,224
Fully-eligible employees 745 841
Life insurance 389 248
----- ------
Accumulated postretirement benefit
obligation in excess of plan assets 2,584 2,313

Unrecognized net transition obligation (2,149) (2,268)
Unrecognized net gain from past
experience 40 137
Prior service cost not yet recognized in
net periodic benefit cost 55 117
------ -----
Total accrued postretirement benefit
cost $ 530 299
====== ======

The assumed discount rate used in determining the accumulated
postretirement benefit obligation was 7.25% and 8.5% as of December
31, 1995 and 1994, respectively. The assumed health care cost trend
rate used in measuring the accumulated postretirement benefit
obligation for the medical plan as of December 31, 1995 was 9.37%,
declining gradually to 6.0% by the year 2020. The assumed health
care cost trend rate used in measuring the accumulated
postretirement benefit obligation for the medical plan as of
December 31, 1994 was 10.36%, declining gradually to 6.25% by the
year 2006. A one percentage point increase in the assumed health
care cost trend rate for each year would increase the total
accumulated postretirement benefit obligation as of December 31,
1995 by approximately 9.5%, and net postretirement service and
interest cost for the fiscal year ended December 31, 1995 by
approximately 11.9%.

The components of postretirement benefit expense for the years ended
December 31 were as follows (in thousands):

1995 1994

Service cost-benefits earned during the $ 78 93
year
Interest cost on accumulated 180 162
postretirement benefit obligation
Amortization of transition obligation 105 120
----- ----
Net postretirement benefit expense $ 363 375
===== =====

Prior to 1994, the costs of retiree health care and life insurance
benefits was recognized as expense when the related claims were
paid. Compensation and benefits expense includes such costs in the
amount of approximately $114,000 for the year ended December 31,
1993.

(11) Regulatory Matters and Dividends Restrictions

The subsidiary and its banks are subject to certain regulatory
capital adequacy regulations. The regulations set forth minimum
requirements of 3% to 5% depending on the risk profile of the
organization for leverage ratio, 4% for Tier I capital, and 8% for
total capital (Tier I and Tier II).

At December 31 American Bancorporation, Inc. capital ratios were as
follows:

1995 1994

Leverage ratio 10.19% 9.64%
Tier I capital ratio 13.91 14.36
Total capital ratio 15.16 15.61

Federal law prevents the Company from borrowing from ABI's subsidiary
banks unless the loans are secured by specified assets and, with
respect to the Company and any affiliate other than a bank, such
secured loans by any of ABI's subsidiary banks are generally limited
to 10% of ABI's subsidiary banks' capital and surplus and, with
respect to the Company and all of its affiliates other than banks,
to an aggregate of 20% of ABI's subsidiary banks' capital and
surplus. The Company had no loans from banks at December 31, 1995
or 1994.

The payment of dividends to the Company by its subsidiary bank is
subject to various federal and state regulatory limitations. A
national bank must obtain the approval of the Office of the
Comptroller of the Currency (OCC) if the total of all dividends
declared in any calendar year exceeds that bank's net profits for
that year combined with its retained net profits for the preceding
two calendar years. Under this formula, at December 31, 1995, the
Company's national Bank could have declared $3.0 million of
aggregate dividends, in addition to amounts previously paid, without
the approval of the OCC, subject to minimum regulatory capital
requirements.

ABI's subsidiary state banks have capitalized $20,484,000 of retained
earnings as surplus since the date of acquisition by ABI, and as
such, these funds are not available for dividend payments to ABI.

The payment of dividends to ABI by ABI's state banks are also subject
to various state regulatory limitations. In general, state banks
must obtain regulatory approval before payment of dividends.

(12) Financial Instruments

The subsidiary's banks use various financial instruments with off-
balance-sheet risk in the normal course of business to meet the
financing needs of their customers and to reduce exposure to
fluctuations in interest rates. These financial instruments include
commitments to extend credit, standby letters of credit, interest
rate floors purchased, and interest rate swaps. Those instruments
involve, to varying degrees, elements of credit and interest rate
risk in excess of the amount recognized in the statements of
financial position. The contract or notional amounts of those
instruments reflect the extent of the involvement the banks have in
particular classes of financial instruments.

A summary of the banks' contractual or notional amounts for off-
balance-sheet activities at December 31 is as follows (in
thousands):

1995 1994
Credit activities:
Commitments to extend credit $266,792 236,605
Standby letters of credit 32,239 34,897

Other financial instrument activities:
Interest rate swap agreements 70,000 40,000
Interest rate floors purchased 50,000

Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since
many of the commitments are expected to expire without being drawn
upon, the total commitment amounts do not necessarily represent
future cash requirements. The banks evaluate each customer's
creditworthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary, by the banks upon extension of credit
is based on management's credit evaluation. Collateral held varies,
but may include accounts receivable, inventory, property, plant and
equipment, and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the
banks to guarantee the performance of a customer to a third party.
Those guarantees are primarily issued to support public and private
borrowing arrangements, including commercial paper, bond financing,
and similar transactions. The credit risk involved in issuing
letters of credit is essentially the same as that involved in
extending loan facilities to customers.

The banks' exposure to credit loss in the event of nonperformance by
the counter party to commitments to extend credit and standby
letters of credit is represented by the contractual amounts to those
instruments. The banks use the same credit policies in making
commitments and conditional obligations as they do for on-balance-
sheet instruments.

An interest rate swap is an agreement between two parties to exchange
fixed or floating interest payments without the exchange of the
underlying principal amounts. The risks associated with such swaps
are the exposure to movement in interest rates (interest rate risk)
and the ability of counterparties to meet the terms of the contract
(credit risk). The use of swaps for interest rate risk management
is integrated into the overall asset/liability management process.
To minimize the exposure to interest rate risk, the Company's
subsidiaries enter into interest rate swaps which hedge or reduce
the risk. The credit risk exposure is managed through credit
reviews and is reviewed by the asset/liability committee.

Interest rate floors, like interest rate swaps, are used to manage
interest rate risk. Under purchased floor agreements, payments are
received if an interest rate index falls below a specified "floor"
level.

For interest rate swap and floor transactions, the contract or
notional amounts do not represent exposure to credit loss. Entering
into interest rate swap and floor agreements involves the risk of
dealing with counterparties and their ability to meet the terms of
the contracts. Notional principal amounts often are used to express
the volume of these transactions, but the amounts potentially
subject to credit risk are much smaller. The banks control the
credit risk of interest rate swap and floor agreements through
credit approvals, limits, and monitoring procedures.

The banks do not require collateral or other security to support
interest rate swap and floor transactions.

The banks engage in lending activities with borrowers in a variety of
industries. Lending is primarily concentrated in the regions of
Minnesota in which the subsidiary banks are located. American Bank
National Association conducts certain lending activities with
borrowers in other states, primarily in the upper Midwest.

(13) Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of Statement
of Financial Accounting Standards No. 107, Disclosures about Fair
Value of Financial Instruments. The estimated fair value amounts
have been determined by the Company using available market
information and appropriate evaluation methodologies. However,
considerable judgment is necessarily required to interpret market
data to develop the estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of the
amounts the Company could realize in a current market exchange. The
use of different market assumptions and/or estimation methodologies
may have a material effect on the estimated fair value amounts.

A summary of the Company's financial instruments at December 31 is as
follows (in thousands):

1995 1994
Carrying Estimated Carrying Estimated
amount fair amount fair
value value
Assets:
Cash and cash equivalents $143,521 143,521 183,241 183,241
Marketable securities 348,782 348,782 361,542 352,826
Loans 746,397 741,343 670,728 662,470
Other financial
instruments 11,624 11,624 9,537 9,537
Liabilities:
Non-maturity deposits 706,610 706,610 627,232 627,232
Time deposits 307,401 309,539 340,004 335,390
Other borrowed funds 96,699 96,699 126,716 126,716
Other financial
instruments 7,055 7,055 6,781 6,781
Long-term debt 15,495 15,670 27,606 27,697

Interest rate swap
agreements 1,094 2,034
Interest rate floors
purchased (78) 390

The fair value of marketable securities and off-balance-sheet
financial instruments is based on quoted market prices, dealer
quotes, and prices obtained from independent pricing services. The
fair value of loans, time deposits, and other financial instruments
is estimated based on discounted cash flow analysis using a discount
factor based on the applicable risk-adjusted spreads to the U.S.
Treasury curve to approximate current interest rates at which the
subsidiary banks would enter into a similar financial instrument
(entry-value).

The fair value of financial instruments does not consider the benefit
resulting from the low-cost funding provided by non-maturity deposit
liabilities as compared with wholesale funding rates. The fair
value of non-maturity deposits (non-interest-bearing demand
deposits, savings, and NOW accounts), considering these relational
benefits, would be $671,898,000 and $553,520,000 at December 31,
1995 and 1994, respectively. Such amounts are based on a discounted
cash flow analysis taking into account the interest sensitivity of
each deposit category.

(14) Commitments and Contingencies

Two of the subsidiary's banks lease certain of their banking premises
under noncancelable leases with various expiration dates through
2008. Each bank premises lease contains renewal options. Annual
rents are subject to adjustment for changes in real estate and
certain repair, maintenance, and other operating costs. Net rent
expense was $4,797,000, $4,964,000 and $4,449,000 for the years
ended December 31, 1995, 1994, and 1993, respectively. Minimum
rental commitments under these operating leases are as follows (in
thousands):

1996 $ 5,108
1997 5,264
1998 4,990
1999 4,625
2000 4,402
2001-2013 29,431
-------
$53,820
=======

The subsidiary's banks are involved in various legal actions arising
in the normal course of business. It is the opinion of management
that the resolution of such actions will not have a material adverse
effect on the consolidated financial position of the Company.

(15) Recent Developments

The Federal Deposit Insurance Corporation (FDIC) has temporarily
lowered the deposit insurance assessment for most commercial banks
covered by the Bank Insurance Fund (BIF). The FDIC has indicated it
anticipates that the assessment rate of Savings Association
Insurance Fund (SAIF) insured deposits will not fall below .23%
before the year 2002.

A number of proposals are being considered to recapitalize the SAIF
in order to eliminate the potential insurance premium disparity.
One proposal being considered by the U.S. Department of Treasury,
the FDIC, and the U.S. Congress provides for a one time assessment
as much as 85 basis points which would be imposed on all SAIF-
insured deposits held as of March 31, 1995, including SAIF-insured
deposits held by commercial banks. The BIF and SAIF would be merged
into one fund as soon as practicable after both funds reach their
designated reserve ratios, but by no later than January 1, 1998.
There can be no assurance that any particular proposal will be
implemented or that premiums for either BIF or SAIF members will not
be adjusted in the future by the FDIC or by legislative action.

The subsidiary's banks currently have approximately $126 million of
SAIF-insured deposits. The payment of a special assessment by SAIF-
insured institutions could negatively impact the Bank's results of
operations. However, if such a special assessment is imposed and
the SAIF is recapitalized, it could have the effect of reducing the
Bank's deposit insurance premiums in future periods.

(16) Merger Agreement

On January 10, 1996, the Company, Firstar Corporation (Firstar), and
Firstar Corporation of Minnesota (Firstar Minnesota) entered into an
Agreement and Plan of Reorganization (the Agreement), pursuant to
which the Company will be merged (the Merger) with and into Firstar
Minnesota. The Agreement also calls for the merger of the Banks
with and into Firstar Bank Minnesota, N.A., on the date of, and
immediately after the Merger becomes effective. The total
transaction value will be $220 million, with 80% in the form of
Firstar common stock and 20% in cash, if the stock is trading
between $36 and $44 at the time of closing. If Firstar is trading
higher than $44, the stock portion will gradually increase to 100%,
and the transaction value will gradually increase to a maximum of
$225 million if Firstar is trading at or above $48. If Firstar is
trading lower than $36, the transaction value will gradually
decrease to a minimum of $215 million if Firstar is trading at or
below $32. If Firstar is trading below $30, the stock position will
gradually decrease to 55%. For the year ended December 31, 1995,
the Company incurred approximately $250,000 in costs related to the
Merger.

The Merger is subject to a number of conditions including regulatory
approval. A special meeting of the Company's shareholders will be
scheduled for April 1996 to vote on the Merger. All of the
executive officers and directors of the Company have agreed to enter
into agreements that require them to vote for the Merger. If the
transaction is not completed, under certain circumstances American
would pay Firstar a termination fee of $6 million. In addition,
under certain circumstances either party could receive up to $2
million for expenses if the transaction is not completed. The
Agreement provides the Company the right to terminate the
transaction should Firstar's common stock price fall below $30 and
fall more than 15% relative to a bank stock index during the 12
trading days preceding the shareholders' meetings to vote on the
transaction. In any event, if Firstar's stock is trading below
$20.625 at closing, the transaction would terminate.

(17) Parent Only Financial Information

Condensed financial information for Jacob Schmidt Company (parent
company only) is as follows:

Balance Sheets

December 31, 1995 and 1994
(dollars in thousands)
Assets 1995 1994

Cash and cash equivalents $ 740 59
Investment in American Bancorporation,
Inc. 67,103 59,798
Securities available for sale 10,946 9,260
Dividends and interest receivable 980
Other assets 76 13
------- ------
$78,865 70,110
====== ======

Liabilities and Shareholders' Equity

Accrued Liabilities 1,122 418
Shareholders' equity:
Common stock, par value $100 per
share; authorized 50,000 shares,
issued and outstanding 34,983
shares 3,498 3,498
Retained earnings 72,621 68,169
Net unrealized gain (loss) on
securities available for sale 1,624 (1,975)
------ ------
Total shareholders' equity 77,743 69,692

Commitments and contingencies (note
14)
$78,865 70,110
======= ======

<PAGE>

Statements of Income

Years ended December 31, 1995, 1994, and 1993
(in thousands, except per share amounts)

1995 1994 1993

Income:
Dividend from subsidiary $ 3,741 1,468 971
Interest 341 329 344
Dividends on securities available
for sale 149 119 169
Gain (loss) on sale of securities
available for sale 18 (5) 605
----- ------ ------
4,249 1,911 2,089

Operating expenses:
Agency fees 46 43 45
Director fees 20 20 20
Service fees 20 23 20
Professional services 83 21 19
Travel and entertainment 14 29 21
Miscellaneous 2 3 4
----- ----- -----
185 139 129
----- ------ -----

Income before income taxes and
equity in undistributed
earnings of subsidiary 4,064 1,772 1,960

Income tax expense 374 201 450
------ ------- ------
Income before equity in
undistributed earnings of
subsidiary 3,690 1,571 1,510
Equity in undistributed earnings of
subsidiary 4,768 4,603 4,392
------ ------ -----
Net income $ 8,458 6,174 5,902
====== ====== ======

Net income per share $ 241.76 176.48 168.71
======= ======= =======

<PAGE>
Statements of Cash Flows

Years ended December 31, 1995, 1994, and 1993
(in thousands)

1995 1994 1993

Cash flows from operating activities:
Net income $ 8,458 6,174 5,902
Adjustments to reconcile net income
to net cash provided by operating
activities:
Equity in undistributed earnings
of subsidiary (4,768) (4,603) (4,392)
(Gain) loss on sale of securities
available for sale (18) 5 (605)
Decrease (increase) in dividends
and interest receivable 980 (267) (213)
Other, net (78) (96) 121
------ ------- -------
Net cash provided by operating
activities 4,574 1,213 813
------- ------- -------
Cash flows from investing activities:
Purchases of securities available
for sale (1,340) (2,218) (3,434)

Proceeds from sales of securities
available for sale 1,453 2,071 3,831
------- ------ ------
Net cash (used) provided by
nvesting activities 113 (147) 397
------ ------- -------
Cash flows from financing activities:
Cash dividends paid (4,006) (1,307) (1,099)
------- ------- ------
Net increase (decrease) in cash and
cash equivalents 681 (241) 111
Cash and cash equivalents at
beginning of year 59 300 189
----- ----- -----
Cash and cash equivalents at end of
year $ 740 59 300
===== ===== ====

The investment in ABI by the Parent Company is recorded at cost plus
equity in undistributed earnings since acquisition.

<PAGE>
AMERICAN BANCORPORATION, INC.
AND SUBSIDIARIES

Consolidated Financial Statements

December 31, 1995 and 1994

<PAGE>
KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402

Independent Auditors' Report

The Board of Directors and Shareholders
American Bancorporation, Inc.
Saint Paul, Minnesota:

We have audited the consolidated balance sheets of American
Bancorporation, Inc. and subsidiaries as of December 31, 1995 and 1994,
and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
American Bancorporation, Inc. and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 1995, in conformity
with generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

January 29, 1996

<PAGE>
AMERICAN BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 1995 and 1994
(in thousands)
Assets 1995 1994

Cash and due from banks (note 2) $109,023 96,700
Federal funds sold and resale
agreements 33,908 96,506
Investment securities (approximate fair
value of $227,351) (note 3) 236,067
Securities available for sale (note 4) 317,297 103,522
Trading account securities 20,539 12,693
Loans (note 5) 758,679 683,828
Allowance for loan losses (note 5) (12,282) (13,100)
-------- --------
Net loans 746,397 670,728

Bank premises and equipment, net (note
6) 15,661 16,721
Interest receivable 9,750 9,024
Other assets 30,626 23,425
---------- ----------
$1,283,201 1,255,386

Liabilities and Shareholders' Equity

Deposits:
Non-interest bearing demand 298,681 262,077
Savings and NOW accounts 407,929 365,179
Certificates of deposit 266,223 283,034
Certificates of deposit over $100,000 41,178 56,970
--------- --------
Total deposits 1,014,011 967,260

Federal funds purchased, repurchase
agreements and other borrowed funds 96,849 126,716
Long-term debt (note 7) 15,495 27,606
Interest payable 2,881 2,471
Dividends payable 1,704
Accrued expenses and other liabilities 23,462 13,334
--------- ---------
Total liabilities 1,152,698 1,139,091

Shareholders' equity (note 10):
Preferred stock, no par value;
authorized 250,000 shares; issued
and outstanding, none
Common stock, $6 stated value;
authorized 1,500,000 shares;
issued and outstanding, 920,943
shares 5,526 5,526
Surplus 5,219 5,219
Retained earnings 119,692 110,418
Net unrealized gain (loss) on
securities available for sale 66 (4,868)
-------- --------
Total shareholders' equity 130,503 116,295

Commitments and contingencies (note 13)
---------- ---------
$1,283,201 1,255,386
========== =========

See accompanying notes to consolidated financial statements.

<PAGE>
AMERICAN BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended December 31, 1995, 1994 and 1993
(in thousands, except per share amounts)

1995 1994 1993
Interest income:
Loans $67,305 52,992 43,713
Investment securities:
Taxable 12,960 12,412 20,332
Nontaxable 1,134 1,875 2,336
Securities available for sale:
Taxable 6,793 10,183 6,575
Nontaxable 73
Trading account securities 438 350 713
Federal funds sold and resale
agreements 2,307 3,020 2,371
------- ------- -------
Total interest income 91,010 80,832 76,040
------- ------- -------
Interest expense:
Deposits 27,886 20,390 21,023
Federal funds purchased, repurchase
agreements, and other borrowed
funds 6,437 6,986 3,231
Long-term debt 1,412 907 232
------- ------- -------
Total interest expense 35,735 28,283 24,486
------- ------- -------
Net interest income 55,275 52,549 51,554

Provision for loan losses 633 (6,428) 698
------ ------- -------
Net interest income after
provision for loan losses 54,642 58,977 50,856

Non-interest income:
Trust income 6,783 5,737 5,360
Service fees on deposits and loans 7,124 6,737 5,565
Trading profits and commissions 1,948 1,366 1,352
Net gain (loss) on sales and calls
of securities (notes 3 and 4) 49 (180) 1,008
Other 4,111 2,860 4,443
------- ------- -------
Total non-interest income 20,015 16,520 17,728
------- ------- -------
Non-interest expense:
Salaries and employee benefits 27,559 29,983 27,936
Net occupancy 4,498 4,805 4,330
Equipment rentals, depreciation, and
maintenance 3,305 3,464 3,367
Other real estate owned, net (106) 17 88
Amortization of intangibles 5,423 1,124
Other 12,837 14,801 16,268
------- ------- -------
Total non-interest expense 48,093 58,493 53,113
------- ------- -------
Income before income taxes 26,564 17,004 15,471

Income tax expense (note 8) 10,015 5,198 5,041
------- ------ ------
Net income $16,549 11,806 10,430
====== ====== ======
Net income per share $17.97 12.82 11.33
===== ===== =====

See accompanying notes to consolidated financial statements.

<PAGE>
AMERICAN BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders' Equity

Years ended December 31, 1995, 1994, and 1993
(in thousands, except per share amounts)

Net
unrealized
gain (loss)
on
securities
Common Retained available
stock Surplus earnings for sale
Balances at December 31,
1992 $5,526 5,219 92,925

Net income 10,430 10,430

Cash dividends declared,
$2.05 a share ($1.25
payable January 31,
1994) (1,888) (1,888)
Net unrealized gain on
securities available
for sale 2,628
----- ------ ------ ------

Balances at December 31,
1993 5,526 5,219 101,467 2,628

Net income 11,806
Cash dividends declared,
$3.10 a share ($1.85
payable January 31,
1995) (12,855)

Net unrealized loss on
securities available
for sale (7,496)
----- ----- ------- ------

Balances at December 31,
1994 5,526 5,219 110,418 (4,368)

Net income 16,549
Cash dividends declared,
$7.90 a share (7,275)
Net unrealized gain on
securities available
for sale 4,934
------ ------ ------- -----
Balances at December 31,
1995 $5,526 5,219 119,692 66
====== ====== ====== =====

See accompanying notes to consolidated financial statements.

<PAGE>
AMERICAN BANCORPORATION, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 1995, 1994, and 1993
(in thousands)
1995 1994 1993

Cash flows from operating
activities:
Net income $16,549 11,806 5,642
Adjustments to reconcile net
income to net cash provided by
operating activities:
Provision for loan losses 633 (6,428) 698
Loss on other real estate
owned, net 423
Depreciation and amortization 2,551 8,124 3,458
Net loss (gain) on called
investment securities 1 75 (23)
Net (loss) gain on sale of
securities available for sale (50) 105 (985)
Deferred income taxes 1,143 983 2,126
Net (increase) decrease in
trading account securities (7,846) 1,775 (5,234)

Other, net (605) (17,661) 26,788
------ ------ -------
Net cash provided (used) by
operating activities 12,376 (798) 37,258
------ ------ -------
Cash flows from investing
activities:
Purchases of investment securities (19,941) (149,323) (245,546)
Proceeds from maturities of
investment securities 39,053 109,828 366,288
Proceeds from called investor
seccurities 49 2,369 878
Purchases of securities available
for sale (40,024) (155,457) (242,974)

Proceeds from maturities of
securities available for sale 39,499 211,941 45,410
Proceeds from sales of securities
available for sale 10,632 123,857 30,173
Net increase in loans (76,302) (84,799) (23,391)
Purchases of premises and
equipment (1,757) (2,481) (2,985)
Proceeds from sale of premises and
equipment 346 88 443
------- ------- -------
Net cash (used) provided by
investing activities (48,445) 56,023 (71,704)
------- ------- -------
Cash flows from financing
activities:
Net increase (decrease) in
deposits 46,751 (22,522) (63,703)
Net (decrease) increase in federal
funds purchased, repurchase
agreements, and other borrowed
funds (29,867) (7,103) 43,840
Increase in long-term debt 35,000
Payments on long-term debt (12,111) (10,621) (573)
Cash dividends paid (8,979) (2,302) (1,474)
------- ------- ------
Net cash provided by financing
activities (4,206) (7,548) (21,910)
------- ------- ------
Net (decrease) increase in cash and
cash equivalents (40,275) 47,677 (56,356)
Cash and cash equivalents at
beginning of year 183,206 135,529 191,885
------- ------- -------
Cash and cash equivalents at end of
year $142,931 183,206 135,529
======= ======= =======
Supplemental disclosures of cash
flow information--
Cash paid during the year for:
Interest $35,325 28,047 24,805

Income taxes 9,789 5,220 3,829

See accompanying notes to consolidated financial statements.

<PAGE>
AMERICAN BANCORPORATION, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 1995 and 1994

(1) Summary of Significant Accounting Policies

American Bancorporation, Inc. (the Company), incorporated on October
20, 1969, is a multi-bank holding company engaged primarily in the
business of owning and managing one national bank, four state
banks, and an insurance agency.

Approximately 51% of the common stock outstanding is owned by Jacob
Schmidt Company.

Basis of Presentation

The consolidated financial statements have been prepared in
conformity with generally accepted accounting principles. In
preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, and expenses. Material
estimates, such as to allowance for loan losses and the recorded
value of real estate acquired in satisfaction of loans, can be
susceptible to significant and rapid change due to changing
economic conditions and the economic prospects of borrowers.

The Company and its subsidiary banks are subject to regulation by
certain federal and state agencies and undergo periodic
examinations by those agencies. See note 10 which summarizes
regulatory matters.

Prior to 1994, the excess of the Company's investment in
subsidiaries over net assets at dates of acquisition was
established as goodwill and was amortized over 10 to 40 years
using the straight-line method. During 1994, this goodwill
was written off.

The Company's subsidiaries are as follows:

Percentage
Name of ownership

American Bank National
Association 99.9%
American Commercial Bank 100.0
American Bank Moorhead 100.0
American Bank Lake City 93.8
American Credit
Corporation 100.0
Lake City Agency, Inc. 100.0

Accounting for Securities

Effective December 31, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 115, Accounting for
Certain Investments in Debt and Equity Securities (Statement 115).
Under Statement 115, securities which the Bank intends to hold
until maturity are stated at cost, adjusted for amortization of
premiums and accretion of discounts using the level yield method.
Securities which the Bank intends to hold for indefinite periods of
time, including securities that management intends to use as part
of its asset/liability strategy, or that may be sold in response to
changes in interest rates, changes in prepayment risk, the need to
increase regulatory capital, or similar factors, are classified as
available for sale. Securities available for sale are stated at
fair value, with any unrealized holding gains or losses, net of the
related tax effect, excluded from earnings and reported as a
separate component of shareholders' equity until realized. Gains
or losses realized from the sale of securities available for sale
are determined using the specific identification method. Trading
account securities are purchased with the intent to earn a profit
by trading or selling the securities. These securities are
recorded at fair value, with any unrealized holding gains and
losses reported in non-interest income. Trading account securities
consist primarily of United States Treasury obligations,
obligations of United States government agencies, obligations of
states and political subdivisions and collateralized mortgage
obligations. Realized gains and losses on the sale of such
securities are computed on a specific identification basis. The
adoption of Statement 115 had no impact on the consolidated
statement of operations for the year ended December 31, 1993.

In November 1995, the Financial Accounting Standards Board announced
it would permit companies to make a one-time reclassification of
their investment securities classified as held to maturity in
conjunction with the issuance of a Special Report entitled A Guide
to Implementation of Statement 115 on Accounting for Certain
Investments in Debt and Equity Securities. The subsidiary banks
transferred their remaining investment securities classified as
held to maturity with an amortized cost of $216,905,000 to
available for sale as of December 31, 1995. Net unrealized losses
related to such securities amounted to $29,000.

Accounting for Postretirement Medical Benefits

Effective January 1, 1994, the Bank adopted Statement of Financial
Accounting Standards No. 106, Employers' Accounting For
Postretirement Benefits Other Than Pensions (Statement 106). This
statement requires employers to accrue the cost of retiree health
care benefits and the cost of all other postretirement benefits
other than pensions during the employees' active service. In prior
years, this expense was recognized when benefits were paid (see
note 9).

Loans

Loans are stated at the amount of unpaid principal, reduced by an
allowance for loan losses. Interest income is recognized on an
accrual basis. Loans are placed on nonaccrual status when
principal or interest is 90 days past due, unless the loan is
well-secured and in the process of collection, or, when full
collectibility of principal or interest becomes uncertain. Loans
are taken off nonaccrual status only after all delinquent principal
and interest are current or the loan becomes well-secured and is in
the process of collection.

During 1994, the Bank determined that the application of Statement of
Financial Accounting Standards No. 91, Accounting for Nonrefundable
Fees and Costs Associated with Originating or Acquiring Loans and
Initial Direct Costs of Leases, did not have a material effect on
their financial statements. As such, these fees and costs have
been recognized during the period they are collected and incurred,
respectively.

Allowance for Loan Losses

The allowance for loan losses provides for potential losses in the
loan portfolio. Its adequacy is determined by management based
upon evaluation of a number of factors, including loan loss
experience, and a continuing review of problem loans, overall
portfolio quality, and current and anticipated economic conditions.
The allowance is increased by provisions charged to operating
expense and reduced by net charge-offs and negative provisions.

Effective January 1, 1995, the Bank adopted Statement of Financial
Accounting Standards No. 114, Accounting by Creditors for
Impairment of a Loan (Statement 114) and Statement of Financial
Accounting Standards No. 118, Accounting by Creditors for
Impairment of a Loan-Income Recognition and Disclosures
(Statement 118). Statement 114, as amended by Statement 118,
requires a creditor to measure impairment of a loan based on the
present value of expected future cash flows discounted at the
loan's effective interest rate, or as a practical expedient, at the
observable market price of the loan or the fair value of the
collateral if the loan is collateral dependent. The adoption of
these Statements did not have a material effect on the Bank's
consolidated financial statements.

Bank Premises and Equipment

The cost of bank premises and equipment is depreciated on a
straight-line basis over the estimated useful lives of the assets.
Leasehold improvements are amortized over the lesser of their
useful life or the term of the lease, including renewal options, on
a straight-line basis.

Other Real Estate

Other real estate, which is included in other assets, represents
properties acquired through foreclosure or other proceedings and is
recorded at the lower of the fair value at foreclosure or current
fair value less estimated costs to sell. Any write-down to fair
value at the time of foreclosure is charged to the allowance for
loan losses. Property is appraised annually to ensure that the
recorded amount is supported by the current fair value. Market
write-downs subsequent to the date of foreclosure, operating
expenses, and losses on sales are netted with income, including
gains on sales, and charged to other non-interest expense.

Core Deposit Intangible

On October 5, 1990, the Bank purchased certain deposits from the
Resolution Trust Corporation. Prior to 1994, the related core
deposit intangible was included in other assets and was being
amortized on a level-yield basis over the estimated lives of the
acquired deposits. During 1994, the core deposit intangible was
written off.

Interest Rate Swaps and Floors

The Bank enters into interest rate swaps and floors to reduce the
interest rate sensitivity of its balance sheet. The interest rate
swap contracts represent an exchange of fixed and floating interest
rate payments based on a notional principal. Floor contracts
generally involve the payment of a fee in exchange for guaranteed
payments if the market rate of interest drops below a predetermined
level. The underlying principal balances of the assets or
liabilities are not affected. The fees paid to enter into these
contracts and the proceeds received, if any, are amortized to
interest income and expense over the contract life. Net settlement
amounts are reported as adjustments to interest income or interest
expense, as appropriate. Realized gains and losses on these
contracts, if sold prior to maturity, are deferred and amortized
over the term of the original contract as adjustments to interest
income and expense.

Income Taxes

The effects of current or deferred taxes are recognized as a current
and deferred tax liability or asset based on current tax laws.
Accordingly, income tax expense in the consolidated statements of
income includes charges or credits to properly reflect the current
and deferred tax asset or liability.

Consolidated Statements of Cash Flows

For purposes of the consolidated statements of cash flows, the
Company considers cash and due from banks, federal funds sold, and
resale agreements to be cash equivalents. During the years ended
December 31, 1994 and 1993, the Company's banks received real
estate valued at $423,000 and $165,000 respectively, in
satisfaction of outstanding loan balances and during the years
ended December 31, 1994 and 1993, the banks wrote loans totaling
$423,000 and $756,000, respectively, in exchange for real estate
held by the banks.

Income Per Share

Income per share is based upon the number of common shares
outstanding during the year (920,948 for all years presented).

Reclassifications

(2) Restrictions on Cash and Due From Banks

Subsidiary banks are is required by the Federal Reserve Bank to
maintain reserve balances. The amounts of those reserve balances
were $21,043,000 and $18,862,000 at December 31, 1995 and 1994,
respectively.

(3) Investment Securities

Investment securities at December 31 (in thousands):

1994
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value

United States
Treasury
obligations $ 18,886 672 18,214
Obligations of
United States
government
agencies 148,163 11 7,408 140,766
Obligations of
states and
political
subdivisions 24,694 294 251 24,737
Collateralized
mortgage
obligations 31,999 619 31,380
Other 12,325 71 12,254
------- ---- ------ -------
$ 236,067 305 9,021 227,351
======= ==== ====== =======

Proceeds from calls of investment securities were $49,000,
$2,369,000, and $878,000, during the years ended December 31,
1995, 1994, and 1993, respectively. Gross gains of $0, $12,000,
and $23,000, were realized on these calls during the years ended
December 31, 1995, 1994, and 1993, respectively. Gross losses of
$1,000 and $87,000 were realized on these calls during the years
ended December 31, 1995 and 1994, respectively.

(4) Securities Available for Sale

Securities available for sale at December 31 (in thousands):

1995

Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
United States
Treasury
obligations $ 42,282 339 23 42,598

1995

Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value

Obligations of
United States
government
agencies 203,895 1,007 1,949 202,953
Obligations of
states and
political
subdivisions 16,780 455 6 17,229
Collateralized
mortgage
obligations 42,918 278 9 42,287
Other 12,221 11 2 12,230
------- ------ ------ -------
$317,196 2,090 1,989 317,297
======== ====== ====== ======

1994
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value

United States
Treasury
obligations $ 48,380 29 784 47,625

Obligations of
United States
government
agencies 59,958 33 4,094 55,897
------- ----- ------ -------
$ 108,338 62 4,878 103,522
======= ===== ====== =======

Amortized Fair
cost value

Due in one year or less $89,547 89,674
Due after one year through
five years 122,350 122,326
Due after five years through
ten years 36,667 36,545
Due after ten years 26,614 26,465
------- -------
275,178 275,010
Collateralized mortgage
obligations 42,018 42,287
------- -------
$317,196 317,297
======= =======

Proceeds from sale of securities available for sale were $10,632,000,
$123,857,000 and $30,173,000 during the years ended December 31,
1995, 1994 and 1993, respectively. Gross gains of $50,000,
$1,770,000 and $985,000 were realized on these sales during the
years ended December 31, 1995, 1994 and 1993, respectively. Gross
losses of $0, $1,875,000 and $0 were realized on these sales during
the years ended December 31, 1995, 1994 and 1993, respectively.

At December 31, 1995 and 1994, municipal leases of $804,000 and
$3,382,000 respectively, were included in obligations of states and
political subdivisions.

(5) Loans

Loans at December 31 (in thousands):

1995 1994

Commercial and industrial $361,054 322,271
Financial institutions 65,718 48,893
Commercial real estate 166,376 156,561
Residential real estate 102,819 82,959
Consumer 61,031 69,076
Nonaccrual 1,681 4,068
-------- -------
758,679 683,828

Allowance for loan losses (12,282) (13,100)
-------- -------
$746,397 670,728
======== =======

Changes in the allowance for loan losses for the years ended December
31 (in thousands):

1995 1994 1993

Beginning of year $13,100 19,801 19,895
Provision for loan losses 633 (6,428) 698
Loans charged off (2,271) (1,032) (2,160)
Recoveries 820 759 1,368
------ ------ ------
End of year $12,282 13,100 19,801
====== ====== ======

In addition to the nonaccrual loans shown above, at December 31, 1995
and 1994 the subsidiary banks had a restructured loans of
approximately $68,000 and $164,000, respectively, which had been
renegotiated as to either rate or term based on a change in the
borrowers' financial condition. The effect of nonaccrual and
restructured loans on interest income was as follows (in
thousands):

1995 1994 1993
Interest income:
As originally contracted $ 198 445 416
As recognized (942) (81) (512)
------ ------ ------
(Recovery) loss of interest
income $ (744) 364 (96)
====== ======= ======

There are no material commitments to lend additional funds to
customers whose loans were classified as nonaccrual or restructured
at December 31, 1995.

The Bank carried, in other assets, real estate acquired through
foreclosure of approximately $419,000 and $755,000 at December 31,
1995 and 1994, respectively.

Loans to principal officers and directors of the Bank (and entities
with which they are affiliated) aggregated approximately $7,682,000
and $3,924,000 at December 31, 1995 and 1994, respectively.
Activity with respect to these loans during 1995 includes advances,
repayments, and net decreases (due to changes in executive officers
and directors) of $6,706,000, $2,956,000 and $8,000,000,
respectively. In the opinion of management, all such loans were
made in the ordinary course of business at normal credit terms,
including interest rates and collateralization, and do not
represent more than a normal risk of collection.

(6) Bank Premises and Equipment

Bank premises and equipment at December 31 (in thousands):

Estimated
useful life 1995 1994

Cost:
Land $ 1,160 1,160
Bank building 10-50 years $7,071 6,557
Leasehold improvements 3-10 years 8,634 8,431
Furniture and equipment 3-10 years 14,360 15,273
------- -------
31,225 31,421

Accumulated depreciation (15,564) (14,700)
------- ------
$ 15,661 16,721
======= ======

(7) Long-Term Debt

Long-term debt at December 31 (in thousands):

1995 1994

FHLB variable rate advances, due 1996
through 1997 10.00% mortgage note due $ 14,605 26,675
2007 890 931
------- -------
$ 15,495 27,606
======= =======

The 10.00% mortgage note due 2007 requires payments of interest and
principal of approximately $132,000 annually.

Maturities of long-term debt at December 31, 1995 are (in thousands):

1996 $ 1,713
1997 12,985
1998 54
1999 60
2000 66
Thereafter 617

(8) Income Taxes

Consolidated income tax expense for the years ended December 31 (in
thousands):

1995 1994 1993

Current:
Federal $6,394 2,942 1,747
State 2,478 1,273 1,168
------ ------ ------
8,872 4,215 2,915
------ ------ ------
Deferred:
Federal 1,076 826 1,855
State 67 157 271
------ ----- ------
1,143 983 2,126
----- ----- -----
$ 10,015 5,198 5,041
======= ===== =====

A reconciliation of income tax expense using the federal income tax
rate of 35% in 1995 and 34% in 1994 and 1993, and actual income tax
expense (benefit) for the years ended December 31 is as follows (in
thousands):

1995 1994 1993

Tax at statutory rate $9,297 5,782 5,260
State income tax, net of
federal tax benefit 1,605 1,127 944
Tax-exempt income (892) (1,066) (1,234)
Reversal of prior years over
accruals (212) (963)
Other (172) (318) 71
------ ----- ------
$10,015 5,198 5,041
====== ===== =====

1995
Assets Liabilities Total 1994

Allowance for loan
losses $4,893 4,893 5,224
Prepaid pension 1,885 (1,885) (1,800)
Employee compensation
and benefit accruals 1,631 1,631 1,356
Core deposit premium 2,570 2,570 2,688
Deferred taxes on
unrealized loss on
securities available
for sale 41 (41) 3,281
Other 134 373 (239) (192)
------- ------ ------- ------
$9,228 2,299 6,929 10,557
======= ====== ====== ======

Pursuant to FAS 109, the Company has determined that it is not
required to establish a valuation reserve for the deferred tax
asset since it is more likely than not that the deferred tax asset
of $9,228,000 will be principally realized through carryback to
taxable income in prior years, and future reversals of existing
taxable temporary differences, and, to a lesser extent, future
taxable income and tax planning strategies. There was no valuation
reserve for the deferred asset at December 31, 1994 or 1993.

The subsidiaries provide income taxes and remit to the Company based
on the approximate amounts they would pay if they filed separate
returns.

(9) Employee Benefit Plans

The Company and its subsidiaries, participate in a noncontributory
defined benefit pension plan (the Plan) covering full-time
employees over 21 years of age. The Plan's benefits are based on
years of service and the employee's five highest consecutive years
of compensation during the last ten years of employment. The Plan
is funded annually based on the maximum amount that can be deducted
for federal income tax purposes. The assets of the Plan are
primarily invested in money market, bond, and equity funds.

The following table sets forth the Plan's funded status and amounts
at December 31 as recognized in the consolidated balance sheets of
American Bancorporation, Inc. (in thousands):

1995 1994

Plan assets at fair value $18,089 15,115

Actuarial present value of
projected benefit obligations:
Accumulated benefit obligation,
including vested benefits of
$9,517 and $7,217 9,993 7,540
Benefit of future salary
increases 2,184 1,653
-------- --------
Projected benefit obligation
for service rendered to date 12,177 9,193
-------- -------
Plan assets in excess of projected
benefit obligation 5,912 5,922
Unrecognized net gain from past
experience (83) (7)
Unrecognized prior service cost (1,271) (1,431)
Unrecognized net gain being
recognized over nine years (25) (74)
------- -------
Prepaid pension cost $4,533 4,410
====== ======

Net pension expense for the Plan for the years ended December 31
included the following components (in thousands):

1995 1994 1993
Service cost-benefits
earned during the period $526 1,010 756
Interest cost on projected
benefit obligation 762 841 740
Actual return on plan
assets (3,397) 21 (1,337)
Net amortization and
deferral 1,987 (1,024) 408
------- ------- -------
Net pension (income)
expense $ (122) 848 567
====== ======= =======

The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation at December 31,
1995 and 1994 was 7.25% and 8.5%, respectively. The rate of increase
in future compensation levels used in determining the actuarial
present value of the projected benefit obligations was 5% at both
December 31, 1995 and 1994. The expected long-term rate of return on
assets was 8% at both December 31, 1995 and 1994.

The Company have a contributory profit sharing plan for employees who
have completed one year of service and have attained the age of 21.
Contributions are at the discretion of the Board of Directors of
American Bancorporation, Inc. In addition, the plan allows for
employee contributions under Section 401(k) of the Internal Revenue
Code which are partially matched by the Bank. Under the plan, total
contributions of approximately $1,783,000, $987,000 and $899,000 were
charged to operating expenses during the years ended December 31,
1995, 1994, and 1993, respectively.

The Company has entered into agreements to provide supplemental payments
at retirement to certain officers. The benefits due under these
agreements are being accrued currently.

As discussed in note 1, effective January 1, 1994, American
Bancorporation, Inc., adopted Statement 106, Employers' Accounting
for Postretirement Benefits Other Than Pensions. Statement 106
requires American Bancorporation, Inc. to accrue the cost of
postretirement benefits over the years employees provide services to
the date of their full eligibility for such benefits. This is a
change from the previous method of accounting for these costs on a
pay-as-you-go (cash) basis. American Bancorporation, Inc. elected to
amortize the transition obligation for future benefits to expense
over a 20-year period. American Bancorporation, Inc.'s
postretirement health care plan is unfunded. Optional medical and
life insurance benefits are provided to the Company's retirees under
this plan.

The following is a reconciliation of the postretirement benefit
liability and the amount of accrued postretirement benefit cost at
December 31 (in thousands):

1995 1994
Actuarial present value of
postretirement benefit
obligations:
Retirees $1,450 1,224
Fully-eligible employees 745 841
Life insurance 389 248
------ ------
Accumulated postretirement
benefit obligation in
excess of plan assets 2,584 2,313

Unrecognized net transition
obligation (2,149) (2,268)
Unrecognized net gain from past
experience 40 137
Prior service cost not yet
recognized in net periodic
benefit cost 55 117
----- -----
Total accrued postretirement
benefit cost $530 299
===== ======

The assumed discount rate used in determining the accumulated
postretirement benefit obligation was 7.25% and 8.5% as of
December 31, 1995 and 1994, respectively. The assumed health care
cost trend rate used in measuring the accumulated postretirement
benefit obligation for the medical plan as of December 31, 1995 was
9.37%, declining gradually to 6.0% by the year 2020. The assumed
health care cost trend rate used in measuring the accumulated
postretirement benefit obligation for the medical plan as of
December 31, 1994 was 10.36%, declining gradually to 6.25% by the
year 2006. A one percentage point increase in the assumed health
care cost trend rate for each year would increase the total
accumulated postretirement benefit obligation as of December 31, 1995
by approximately 9.5%, and net postretirement service and interest
cost for the fiscal year ended December 31, 1995 by approximately
11.9%.

The components of post retirement benefit expense for the years ended
December 31 were as follows (in thousands):

1995 1994

Service cost-benefits earned
during the year $ 78 93
Interest cost on accumulated
postretirement benefit
obligation 180 162
Amortization of transition
obligation 105 120
----- ------
Net postretirement benefit
expense $363 375
===== ======

Prior to 1994, the cost of retiree health care and life insurance
benefits was recognized as expense when the related claims were paid.
Compensation and benefits expense includes such costs in the amount
of approximately $114,000 for the year ended December 31, 1993.

(10) Regulatory Matters and Dividend Restrictions

The Company and its subsidiary banks are subject to certain capital
adequacy regulations. The regulations set forth minimum requirements
of 3% to 5% depending on the risk profile of the organization for
leverage ratio, 4% for Tier I capital and 8% for total capital
(Tier I and Tier II).

At December 31 American Bancorporation, Inc. capital ratios were as
follows:

1995 1994

Leverage ratio 10.19% 9.64%
Tier I capital ratio 13.91 14.36
Total capital ratio 15.16 15.61

Federal law prevents the Company from borrowing from its subsidiary
banks unless the loans are secured by specified assets and, with
respect to the Company and any affiliate other than a bank, such
secured loans by any subsidiary bank are generally limited to 10% of
the subsidiary bank's capital and surplus and, with respect to the
Company and all of its affiliates other than banks, to an aggregate
of 20% of the subsidiary bank's capital and surplus. The Company had
no loans from banks at December 31, 1995 or 1994.

The payment of dividends to the Company by subsidiary banks is subject
to various federal and state regulatory limitations. A national bank
must obtain the approval of the Office of the Comptroller of the
Currency (OCC) if the total of all dividends declared in any calendar
year exceeds that bank's net profits for that year combined with its
retained net profits for the preceding two calendar years. Under
this formula, at December 31, 1995, the Company's national bank could
have declared $3.0 million of aggregate dividends, in addition to
amounts previously paid, without the approval of the OCC, subject to
minimum regulatory capital requirements.

Subsidiary state banks have capitalized $20,484,000 of retained earnings
as surplus since the date of acquisition by the Company, and as such,
these funds are not available for dividend payments to the Company.

The payment of dividends to the Company by subsidiary state banks
are also subject to various state regulatory limitations. In
general, state banks must obtain regulatory approval before
payment of dividends.

(11) Financial Instruments

The subsidiary banks use various financial instruments with
off-balance-sheet risk in the normal course of business to meet the
financing needs of its customers and to reduce exposure to
fluctuations in interest rates. These financial instruments include
commitments to extend credit, standby letters of credit, interest
rate floors purchased, and interest rate swaps. These instruments
involve, to varying degrees, elements of credit and interest rate
risk in excess of the amount recognized in the statements of
financial position. The contract or notional amounts of those
instruments reflect the extent of involvement the banks have in
particular classes of financial instruments.

A summary of the banks' contractual or notional amounts for
off-balance-sheet activities at December 31 is as follows (in
thousands):

1995 1994
Credit activities:
Commitments to extend
credit $266,792 236,605
Standby letters of credit 32,239 34,897

Other financial instrument
activities:
Interest rate swap
agreements 70,000 40,000
Interest rate floors
purchased 50,000

Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of
the commitments are expected to expire without being drawn upon, the
total commitment amounts do not necessarily represent future cash
requirements. The banks evaluates each customer's creditworthiness
on a case-by-case basis. The amount of collateral obtained, if
deemed necessary, by the banks upon extension of credit is based on
management's credit evaluation. Collateral held varies, but may
include accounts receivable, inventory, property, plant and
equipment, and income-producing commercial properties.

The banks' exposure to credit loss in the event of nonperformance by the
counter party to commitments to extend credit and standby letters of
credit is represented by the contractual amounts of those
instruments. The bank uses the same credit policies in making
commitments and conditional obligations as it does for
on-balance-sheet instruments.

An interest rate swap is an agreement between two parties to exchange
fixed or floating interest payments without the exchange of the
underlying principal amounts. The risks associated with such swaps
are the exposure to movement in interest rates (interest rate risk)
and the ability of counterparties to meet the terms of the contract
(credit risk). The use of swaps for interest rate risk management is
integrated into the overall asset/liability management process. To
minimize the exposure to interest rate risk, the Bank enters into
swap positions which hedge or reduce the risk. The credit risk
exposure is managed through credit reviews and is reviewed by the
asset/liability committee.

Interest rate floors, like interest rate swaps, enable the Bank to
manage interest rate risk. Under purchased floor agreements,
payments are received if an interest rate index falls below a
specified "floor" level.

For interest rate floor and swap transactions, the contract or notional
amounts do not represent exposure to credit loss. Entering into
interest rate swap and floor agreements involves the risk of dealing
with counterparties and their ability to meet the terms of the
contracts. Notional principal amounts often are used to express the
volume of these transactions, but the amounts potentially subject to
credit risk are much smaller. The banks controls the credit risk of
interest rate floor and swap agreements through credit approvals,
limits, and monitoring procedures.

The banks do not require collateral or other security to support
interest rate swap and floor transactions.

The banks are engaged in lending activities with borrowers in a variety
of industries. Lending is primarily concentrated the regions of
Minnesota in which the subsidiary banks are located. American Bank
national Association alone conducts certain lending activities with
borrowers in the other states, primarily in the upper Midwest.

(12) Fair Value of Financial Instruments

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of Statement
of Financial Accounting Standards 107, Disclosures about Fair Value
of Financial Instruments. The estimated fair value amounts have been
determined by the Bank using available market information and
appropriate valuation methodologies. However, considerable judgment
is necessarily required to interpret market data to develop the
estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts the Company could
realize in a current market exchange. The use of different market
assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

A summary of the Company's financial instruments at December 31 is as
follows (in thousands):

1995 1994
Estimated
Carrying fair Carrying Estimated
amount value amount fair value
Assets:
Cash and cash
equivalents $142,931 142,931 183,206 183,206
Marketable
securities 337,836 337,836 352,282 343,566
Loans 746,397 741,343 670,728 662,470
Other financial
instruments 11,549 11,549 9,434 9,434

Liabilities:
Non-maturity
deposits 706,610 706,610 627,256 627,256
Time deposits 307,410 309,539 340,004 335,390
Other borrowed
funds 96,849 96,849 126,716 126,716
Other financial
instruments 7,005 7,005 6,781 6,781
Long-term debt 15,495 15,670 27,606 27,697

Interest rate swap
agreements 1,094 2,034
Interest rate
floors purchased (78) 390

The fair value of marketable securities and off-balance-sheet
financial instruments is based on quoted market prices, dealer
quotes, and prices obtained from independent pricing services. The
fair value of loans, time deposits, and other financial instruments
is estimated based on discounted cash flow analysis using a
discount factor based on the applicable risk-adjusted spreads to
the U.S. Treasury curve to approximate current interest rates at
which the subsidiary banks would enter into a similar financial
instrument (entry-value).

The fair value of financial instruments does not consider the benefit
resulting from the low-cost funding provided by nonmaturity deposit
liabilities as compared with wholesale funding rates. The fair
value of nonmaturity deposits (non-interest bearing demand
deposits, savings, and NOW accounts), considering these relational
benefits, would be $671,898,000 and $553,520,000 at December 31,
1995 and 1994, respectively. Such amounts are based on a
discounted cash flow analysis taking into account the interest
sensitivity of each deposit category.

(13) Commitments and Contingencies

Two subsidiary banks lease certain of their banking premises under
noncancelable leases with various expiration dates through 2008.
Each banking premises lease contains renewal options. Annual rents
are subject to adjustment for changes in real estate taxes and
certain repair and maintenance costs. Net rent expense for the
years ended December 31, 1995, 1994, and 1993 was $4,747,000,
$4,964,000 and $4,449,000, respectively. Minimum rental
commitments under these operating leases are as follows (in
thousands):

1996 $ 5,108
1997 5,264
1998 4,990
1999 4,625
2000 4,402
2001-2013 29,431
-------
$53,820
=======

The subsidiary banks are involved in various legal actions arising in
the normal course of business. It is the opinion of management
that the resolution of such actions will not have a material
adverse effect on the consolidated financial position of the
Company.

(14) Recent Developments

The Federal Deposit Insurance Corporation (FDIC) has lowered the
deposit insurance assessment rate for most commercial banks covered
by the Bank Insurance Fund (BIF). The FDIC has indicated it
anticipates that the assessment rate of Savings Association
Insurance Fund (SAIF) insured deposits will not fall below .23%
before the year 2002.

A number of proposals are being considered to recapitalize the SAIF
in order to eliminate the potential insurance premium disparity.
One proposal being considered by the U.S. Department of Treasury,
the FDIC, and the U.S. Congress provides for a one-time assessment
of as much as 85 basis points which would be imposed on all SAIF-
insured deposits held as of March 31, 1995, including SAIF-insured
deposits held by commercial banks. The BIF and SAIF would be
merged into one fund as soon as practicable after both funds reach
their designated reserve ratios, but by no later than January 1,
1998. There can be no assurance that any particular proposal will
be implemented or that premiums for either BIF or SAIF members will
not be adjusted in the future by the FDIC or by legislative action.

The subsidiary banks currently have approximately $126 million of
SAIF-insured deposits. The payment of a special assessment by
SAIF-insured institutions could negatively impact the Bank's
results of operations. However, if such a special assessment is
imposed and the SAIF is recapitalized, it could have the effect of
reducing the Bank's deposit insurance premiums in future periods.

(15) Merger Agreement

On January 10, 1996, the Company, Firstar Corporation (Firstar), and
Firstar Corporation of Minnesota (Firstar Minnesota) entered into
an Agreement and Plan of Reorganization (the Agreement), pursuant
to which the Company will be merged (the Merger) with and into
Firstar Minnesota. The Agreement also calls for the merger of the
Banks with and into Firstar Bank Minnesota, N.A., on the date of,
and immediately after the Merger becomes effective. The total
transaction value will be $220 million, with 80% in the form of
Firstar common stock and 20% in cash, if the stock is trading
between $36 and $44 at the time of closing. If Firstar is trading
higher than $44, the stock portion will gradually increase to 100%,
and the transaction value will gradually increase to a maximum $225
million if Firstar is trading at or above $48. If Firstar is
trading lower than $36, the transaction value will gradually
decrease to a minimum of $215 million if Firstar is trading at or
below $32. If Firstar is trading below $30, the stock position
will gradually decrease to 55%. For the year ended December 31,
1995, the Company incurred approximately $200,000 in costs related
to the Merger.

The Merger is subject to a number of conditions including regulatory
approval. A special meeting of the Company's shareholders will be
scheduled for April 1996 to vote on the Merger. All of the
executive officers and directors of the Company have entered into
agreements that require them to vote for the Merger. If the
transaction is not completed, under certain circumstances American
would pay Firstar a termination fee of $6 million. In addition,
under certain circumstances either party could receive up to $2
million for expenses if the transaction is not completed. The
agreement provides the Company the right to terminate the
transaction should Firstar's common stock price fall below $30 and
fall more than 15% relative to a bank stock index during the 12
trading days preceding the shareholders' meetings to vote on the
transaction. In any event, if Firstar's stock is trading below
$20.625 at closing, the transaction would terminate.

(16) Parent Company Financial Information

Condensed financial information for American Bancorporation, Inc.
(parent company only) follows:

Balance Sheets

December 31, 1995 and 1994
(dollars in thousands)

Assets 1995 1994

Cash $ 6,577 8,884
Investment securities 3,405
Loans 632
Investments in
subsidiaries 122,944 106,165
Other assets 3,443 2,301
-------- --------
$ 133,596 120,755
======= ========
Liabilities and
Shareholders' Equity

Dividends payable 1,704
Income taxes payable 450
Accrued expenses and
other liabilities 3,093 2,306
------- -------
Total liabilities 3,093 4,460
====== ======

Shareholder's equity:
Preferred stock, no
par value; authorized
250,000 shares,
issued and
outstanding, none
Common stock, $6
stated value;
authorized 1,500,000
shares, issued and
outstanding 920,948
shares 5,526 5,526
Surplus 5,219 5,219
Retained earnings 119,692 110,418
Net unrealized gain
(loss) on securities
available for sale 66 (4,868)
------- -------
Total shareholders'
equity 130,503 116,295

Commitments and
contingencies (note 13)
-------- --------
$ 133,596 120,755
======== =======

<PAGE>
Statements of Income

Years ended December 31, 1995, 1994, and 1993
(in thousands, except per share amounts)

1995 1994 1993

Income:
Dividends from subsidiaries $20,868 10,916 4,173
Interest 388 417 357
Fees from subsidiaries 1,140 17
Gain (loss) on sale of securities 3 (4) 19
Other income 136 21 13
------ ------ ------
22,535 11,367 4,561
------ ------ -----
Operating expenses:
Salaries and employee benefits 2,516 1,423 999
Interest 109 232
Professional services 459 339 304
Building rent to subsidiary 241 131 106
Other expenses 399 429 216
------ ------ ------
3,615 2,431 1,857
----- ------ ------
Income before income taxes
and equity in undistributed
earnings of subsidiaries 18,920 8,936 2,704
Income tax benefit 718 1,374 675
------- ------- -------

Income before equity in
undistributed earnings of
subsidiaries 19,638 10,310 3,379
Equity in undistributed earnings of
subsidiaries (3,089) 1,496 7,051
------- ------- ------

Net income $16,549 11,806 10,430
======= ======= =======

Net income per share $ 17.97 12.82 11.33
======= ====== ======

<PAGE>
Statements of Cash Flows

Years ended December 31, 1995, 1994 and 1993
(in thousands)

1995 1995 1994
Cash flows from operating
activities:
Net income $16,549 11,806 10,430
Adjustments to reconcile net
income to net cash provided
by operating activities:
Equity in undistributed
earnings of
subsidiaries 3,089 (1,496) (7,051)
Deferred income taxes (170) (204) (37)
Net loss (gain) on sale
of available for sale
securities (3) (4) (13)
Other, net (655) 9 282
------ ------ ------
Net cash provided by
operating activities 18,810 10,119 3,606
------ ------ ------

Cash flows from investing
activities:
Purchases of available for
sale securities (4,139) (5,425)
Proceeds from sales of
available for sale
securities 3,506 5,092 517
Proceeds from maturities of
available for sale
securities 2,071 3,258
Net increase in loans (632)
Purchase of premises and
equipment (12) (68) (132)
Capital investment in non-
bank subsidiaries (15,000)
-------- ------- ------
Net cash (used) provided
by investing activities (112,138) 2,956 (1,782)
-------- ------- ------

Cash flows from financing
activities:
Payments on long-term debt (2,259) (540)
Cash dividends paid (8,979) (2,302) (1,474)
------- ------- -------
Net cash used by
financing activities (8,979) (4,561) (2,014)
------- ------- -------
Net (decrease) increase in
cash (2,307) 8,514 (190)
Cash at beginning of year 8,884 370 560
------- ------- -------

Cash at end of year $ 6,577 8,884 370
======= ======= ======

The investments in subsidiaries are stated at cost plus the Company's
equity in undistributed earnings since acquisition.

<PAGE>
APPENDIX A

SECTION 302A.471 AND 3021.473
OF THE MINNESOTA BUSINESS CORPORATION ACT

302A.471. Rights of dissenting shareholders

Subdivision 1. Actions creating rights. A shareholder of a
corporation may dissent from, and obtain payment for the fair value of the
shareholder's shares in the event of, any of the following corporate
actions:

(a) An amendment of the articles that materially and adversely
affects the rights of preferences of the shares of the dissenting
shareholder in that it:

1. alters or abolishes a preferential right of the shares;

2. creates, alters, or abolishes a right in respect of the
redemption of the shares, including a provision respecting a sinking
fund for the redemption or repurchase of the shares.

3. alters or abolishes a preemptive right of the holder of the
shares to acquire shares, securities other than shares, or rights to
purchase shares or securities other than shares;

4. excludes or limits the right of a shareholder to vote on a
matter, or to cumulate votes, except as the right may be excluded or
limited through the authorization or issuance of securities of an
existing or new class or series with similar or different voting
rights; except that an amendment ot the articles of an issuing public
corporation that provides that section 302A.671 does not apply to a
control share acquisition does not give rise to the right to obtain
payment under this section;

(b) A sale, lease, transfer, or other disposition of all or
substantially all of the property and assets of the corporation, but not
including a transaction permitted without shareholder approval in section
302A.661, subdivision 1, or a disposition in dissolution described in
section 302A.725, subdivision 2, or a disposition pursuant to an order of
a court, or a disposition for cash on terms requiring that all or
substantially all of the net proceeds of disposition be distributed to the
shareholders in accordance with their respective interests within one year
after the date of disposition;

(c) A plan of merger, whether under this chapter or under chapter
322B, to which the corporation is a party, except as provided in
subdivision 3;

(d) A plan of exchange, whether under this chapter or under
chapter 322B, to which the corporation is a party as the corporation whose
shares will be acquired by the acquiring corporation, if the shares of the
shareholder are entitled to be voted on the plan; or

(e) Any other corporate action taken pursuant to a shareholder
vote with respect to which the articles, the bylaws, or a resolution
approved by the board directs that dissenting shareholders may obtain
payment for their shares.

Subd. 2. Beneficial owners. (a) A shareholder shall not assert
dissenters' rights as to less than all of the shares registered in the
name of the shareholder, unless the shareholder dissents with respect to
all the shares that are beneficially owned by another person but
registered in the name of the shareholder and discloses the name and
address of each beneficial owner on whose behalf the shareholder dissents.
In that event, the rights of the dissenter shall be determined as if the
shares as to which the shareholder has dissented and the other shares were
registered in the names of different shareholders.

(b) The beneficial owner of shares who is not the shareholder may
assert dissenters' rights with respect to shares held on behalf of the
beneficial owner, and shall be treated as a dissenting shareholder under
the terms of this section and section 302A.473, if the beneficial owner
submits to the corporation at the time of or before the assertion of the
rights a written consent of the shareholder.

Subd. 3. Rights not to apply. Unless the articles, the bylaws, or a
resolution approved by the board otherwise provide, the right to obtain
payment under this section does not apply to a shareholder of the
surviving corporation in a merger, if the shares of the shareholder are
not entitled to be voted on the merger.

Subd. 4. Other rights. The shareholders of a corporation who have a
right under this section to obtain payment for their shares do not have a
right at law or in equity to have a corporate action described in
subdivision 1 set aside or rescinded, except when the corporate action is
fraudulent with regard to the complaining shareholder or the corporation.

302A.473 Procedures for asserting dissenters' rights

Subdivision 1. Definitions. (a) For purposes of this section, the
terms defined in this subdivision have the meanings given them.

(b) "Corporation" means the issuer of the shares held by a
dissenter before the corporate action referred to in section 302A.471,
subdivision 1 or the successor by merger of that issuer.

(c) "Fair value of shares" means the value of the shares of a
corporation immediately before the effective date of the corporate action
referred to in section 302A.471, subdivision 1.

(d) "Interest" means interest commencing five days after the
effective date of the corporate action referred to in section 302A.471,
subdivision 1, up to and including the date of payment, calculated at the
rate provided in section 549.09 for interest on verdicts and judgments.

Subd. 2. Notice of action. If a corporation calls a shareholder
meeting at which any action described in section 302A.471, subdivision 1
is to be voted upon, the notice of the meeting shall inform each
shareholder of the right to dissent and shall include a copy of section
302A.471 and this section and a brief description of the procedure to be
followed under these sections.

Subd. 3. Notice of dissent. If the proposed action must be approved
by the shareholders, a shareholder who wishes to exercise dissenters'
rights must file with the corporation before the vote on the proposed
action a written notice of intent to demand the fair value of the shares
owned by the shareholder and must not vote the shares in favor of the
proposed action.

Subd. 4. Notice of procedure; deposit of shares. (a) After the
proposed action has been approved by the board and, if necessary, the
shareholders, the corporation shall send to all shareholders who have
complied with subdivision 3 and to all shareholders entitled to dissent if
no shareholder vote was required, a notice that contains:

(1) The address to which a demand for payment and certificates
of certificated shares must be sent in order to obtain payment and
the date by which they must be received;

(2) Any restrictions on transfer of uncertified shares that
will apply after the demand for payment is received;

(3) A form to be used to certify the date on which the
shareholder, or the beneficial owner on whose behalf the shareholder
dissents, acquired the shares or an interest in them and to demand
payment; and

(4) A copy of section 302A.471 and this section and a brief
description of the procedures to be followed under these sections.

(b) In order to receive the fair value of the shares, a dissenting
shareholder must demand payment and deposit certificated shares or comply
with any restrictions on transfer of uncertificated shares within 30 days
after the notice required by paragraph (a) was given, but the dissenter
retains all other rights of a shareholder until the proposed action takes
effect.

Subd. 5. Payment, return of shares. (a) After the corporate action
takes effect, or after the corporation receives a valid demand for
payment, whichever is later, the corporation shall remit to each
dissenting shareholder who has complied with subdivisions 3 and 4 the
amount the corporation estimates to be the fair value of the shares, plus
interest, accompanied by:

(1) The corporation's closing balance sheet and statement of
income for a fiscal year ending not more than 16 months before the
effective date of the corporate action, together with the latest
available interim financial statements;

(2) An estimate by the corporation of the fair value of the
shares and a brief description of the method used to reach the
estimate; and

(3) A copy of section 302A.471 and this section, and a brief
description of the procedure to be followed in demanding supplemental
payment.

(b) The corporation may withhold the remittance described in
paragraph (a) from a person who was not a shareholder on the date the
action dissented from was first announced to the public or who is
dissenting on behalf of a person who was not a beneficial owner on that
date. If the dissenter has complied with subdivisions 3 and 4, the
corporation shall forward to the dissenter the materials described in
paragraph (a), a statement of the reason for withholding the remittance,
and an offer to pay to the dissenter the amount listed in the materials if
the dissenter agrees to accept that amount in full satisfaction. The
dissenter may decline the offer and demand payment under subdivision 6.
Failure to do so entitles the dissenter only to the amount offered. If
the dissenter makes demand, subdivisions 7 and 8 apply.

(c) If the corporation fails to remit payment within 60 days of
the deposit of certificates or the imposition of transfer restrictions on
uncertificated shares, it shall return all deposited certificates and
cancel all transfer restrictions. However, the corporation may again give
notice under subdivision 4 and require deposit or restrict transfer at a
later time.

Subd. 6. Supplemental payment; demand. If a dissenter believes that
the amount remitted under subdivision 5 is less than the fair value of the
shares plus interest, the dissenter may give written notice to the
corporation of the dissenter's own estimate of the fair value of the
shares, plus interest, within 30 days after the corporation mails the
remittance under subdivision 5, and demand payment of the difference.
Otherwise, a dissenter is entitled only to the amount remitted by the
corporation.

Subd. 7. Petition, determination. If the corporation receives a
demand under subdivision 6, it shall, within 60 days after receiving the
demand, either pay to the dissenter the amount demanded or agreed to by
the dissenter after discussion with the corporation or file in court a
petition requesting that the court determine the fair value of the shares,
plus interest. The petition shall be filed in the county in which the
registered office of the corporation is located, except that a surviving
foreign corporation that receives a demand relating to the shares of a
constituent domestic corporation shall file the petition in the county in
this state in which the last registered office of the constituent
corporation was located. The petition shall name as parties all
dissenters who have demanded payment under subdivision 6 and who have not
reached agreement with the corporation. The corporation shall, after
filing the petition, serve all parties with a summons and copy of the
petition under the rules of civil procedure. Nonresidents of this state
may be served by registered or certified mail or by publication as
provided by law. Except as otherwise provided, the rules of civil
procedure apply to this proceeding. The jurisdiction of the court is
plenary and exclusive. The court may appoint appraisers, with powers and
authorities the court deems proper, to receive evidence on and recommend
the amount of the fair value of the shares. The court shall determine
whether the shareholder or shareholders in question have fully complied
with the requirements of this section, and shall determine the fair value
of the shares, taking into account any and all factors the court finds
relevant, computed by any method or combination of methods that the court,
in its discretion, sees fit to use, whether or not used by the corporation
or by a dissenter. The fair value of the shares as determined by the
court is binding on all shareholders, wherever located. A dissenter is
entitled to judgment in cash for the amount by which the fair value of the
shares as determined by the court, plus interest, exceeds the amount, if
any, remitted under subdivision 5, but shall not be liable to the
corporation for the amount, if any, by which the amount, if any, remitted
to the dissenter under subdivision 5 exceeds the fair value of the shares
as determined by the court, plus interest.

Subd. 8. Cost; fees, expenses. (a) The court shall determine the
costs and expenses of a proceeding under subdivision 7, including the
reasonable expenses and compensation of any appraisers appointed by the
court, and shall assess those costs and expenses against the corporation,
except that the court may assess part or all of those costs and expenses
against a dissenter whose action in demanding payment under subdivision 6
is found to be arbitrary, vexatious, or not in good faith.

(b) If the court finds that the corporation has failed to comply
substantially with this section, the court may assess all fees and
expenses of any experts or attorneys as the court deems equitable. These
fees and expenses may also be assessed against a person who has acted
arbitrarily, vexatiously, or not in good faith in bringing the proceeding,
and may be awarded to a party injured by those actions.

(c) The court may award, in its discretion, fees and expenses to
an attorney for the dissenters out of the amount awarded to the
dissenters, if any.

<PAGE>
APPENDIX B

SECTION 262 OF THE
DELAWARE GENERAL CORPORATION LAW

Section 262. Appraisal Rights. (a) Any stockholder of a
corporation of this State who holds shares of stock on the date of the
making of a demand pursuant to subsection (d) of this section with respect
to such shares, who continuously holds such shares through the effective
date of the merger or consolidation, who has otherwise complied with
subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to
Section 228 of this title shall be entitled to an appraisal by the Court
of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As
used in this section, the word "stockholder" means a holder of record of
stock in a stock corporation and also a member of record of a nonstock
corporation; the words "stock" and "share" mean and include what is
ordinarily meant by those words and also membership or membership interest
of a member of a nonstock corporation.

(b) Appraisal rights shall be available for the shares of any
class or series of stock of a constituent corporation in a merger or
consolidation to be effected pursuant to Section 251, 252, 254, 257, 258,
263 or 264 of this title:

(1) Provided, however, that no appraisal rights under this
section shall be available for the shares of any class or series of
stock which, at the record date fixed to determine the stockholders
entitled to receive notice of and to vote at the meeting of
stockholders to act upon the agreement of merger or consolidation,
were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer
quotation system by the National Association of Securities Dealers,
Inc. or (ii) held of record by more than 2,000 stockholders; and
further provided that no appraisal rights shall be available for any
shares of stock of the constituent corporation surviving a merger if
the merger did not require for its approval the vote of the
stockholders of the surviving corporation as provided in subsection
(f) of Section 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal
rights under this section shall be available for the shares of any
class or series of stock of a constituent corporation if the holders
thereof are required by the terms of an agreement of merger or
consolidation pursuant to Section Section 251, 252, 254, 257, 258,
263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting
from such merger or consolidation;

b. Shares of stock of any other corporation which at the
effective date of the merger or consolidation will be either
listed on a national securities exchange or designated as a
national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or
held of record by more than 2,000 stockholders;

c. Cash in lieu of fractional shares of the corporations
described in the foregoing subparagraphs a. and b. of this
paragraph; or

d. Any combination of the shares of stock and cash in lieu of
fractional shares described in the foregoing subparagraphs a., b.
and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware
corporation party to a merger effected under Section 253 of this
title is not owned by the parent corporation immediately prior to the
merger, appraisal rights shall be available for the shares of the
subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be available
for the shares of any class or series of its stock as a result of an
amendment to its certificate of incorporation, any merger or consolidation
in which the corporation is a constituent corporation or the sale of all
or substantially all of the assets of the corporation. If the certificate
of incorporation contains such a provision, the procedures of this
section, including those set forth in subsections (d) and (e) of this
section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal
rights are provided under this section is to be submitted for
approval at a meeting of stockholders, the corporation, not less than
20 days prior to the meeting, shall notify each of its stockholders
who was such on the record date for such meeting with respect to
shares for which appraisal rights are available pursuant to
subsections (b) or (c) hereof that appraisal rights are available for
any or all of the shares of the constituent corporations, and shall
include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or
consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of
the identity of the stockholder and that the stockholder intends
thereby to demand the appraisal of his shares. A proxy or vote
against the merger or consolidation shall not constitute such a
demand. A stockholder electing to take such action must do so by a
separate written demand as herein provided. Within 10 days after the
effective date of such merger or consolidation, the surviving or
resulting corporation shall notify each stockholder of each
constituent corporation who has complied with this subsection and has
not voted in favor of or consented to the merger or consolidation of
the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to
Section 228 or 253 of this title, the surviving or resulting
corporation, either before the effective date of the merger or
consolidation or within 10 days thereafter, shall notify each of the
stockholders entitled to appraisal rights of the effective date of
the merger or consolidation and that appraisal rights are available
for any or all of the shares of the constituent corporation, and
shall include in such notice a copy of this section. The notice
shall be sent by certified or registered mail, return receipt
requested, addressed to the stockholder at his address as it appears
on the records of the corporation. Any stockholder entitled to
appraisal rights may, within 20 days after the date of mailing of the
notice, demand in writing from the surviving or resulting corporation
the appraisal of his shares. Such demand will be sufficient if it
reasonably informs the corporation of the identity of the stockholder
and that the stockholder intends thereby to demand the appraisal of
his shares.

(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder
who has complied with subsections (a) and (d) hereof and who is otherwise
entitled to appraisal rights, may file a petition in the Court of Chancery
demanding a determination of the value of the stock of all such
stockholders. Notwithstanding the foregoing, at any time within 60 days
after the effective date of the merger or consolidation, any stockholder
shall have the right to withdraw his demand for appraisal and to accept
the terms offered upon the merger or consolidation. Within 120 days after
the effective date of the merger or consolidation, any stockholder who has
complied with the requirements of subsections (a) and (d) hereof, upon
written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement
setting forth the aggregate number of shares not voted in favor of the
merger or consolidation and with respect to which demands for appraisal
have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days
after his written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of
the period for delivery of demands for appraisal under subsection (d)
hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service
of a copy thereof shall be made upon the surviving or resulting
corporation, which shall within 20 days after such service file in the
office of the Register in Chancery in which the petition was filed a duly
verified list containing the names and addresses of all stockholders who
have demanded payment for their shares and with whom agreements as to the
value of their shares have not been reached by the surviving or resulting
corporation. If the petition shall be filed by the surviving or resulting
corporation, the petition shall be accompanied by such a duly verified
list. The Register in Chancery, if so ordered by the Court, shall give
notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and
to the stockholders shown on the list at the addresses therein stated.
Such notice shall also be given by 1 or more publications at least 1 week
before the day of the hearing, in a newspaper of general circulation
published in the City of Wilmington, Delaware or such publication as the
Court deems advisable. The forms of the notices by mail and by
publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become
entitled to appraisal rights. The Court may require the stockholders who
have demanded an appraisal for their shares and who hold stock represented
by certificates to submit their certificates of stock to the Register in
Chancery for notation thereon of the pendency of the appraisal
proceedings; and if any stockholder fails to comply with such direction,
the Court may dismiss the proceedings as to such stockholder.

(h) After determining the stockholders entitled to an appraisal,
the Court shall appraise the shares, determining their fair value
exclusive of any element of value arising from the accomplishment or
expectation of the merger or consolidation, together with a fair rate of
interest, if any, to be paid upon the amount determined to be the fair
value. In determining such fair value, the Court shall take into account
all relevant factors. In determining the fair rate of interest, the Court
may consider all relevant factors, including the rate of interest which
the surviving or resulting corporation would have had to pay to borrow
money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to
participate in the appraisal proceeding, the Court may, in its discretion,
permit discovery or other pretrial proceedings and may proceed to trial
upon the appraisal prior to the final determination of the stockholder
entitled to an appraisal. Any stockholder whose name appears on the list
filed by the surviving or resulting corporation pursuant to subsection (f)
of this section and who has submitted his certificates of stock to the
Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to
appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or resulting
corporation to the stockholders entitled thereto. Interest may be simple
or compound, as the Court may direct. Payment shall be so made to each
such stockholder, in the case of holders of uncertificated stock
forthwith, and in the case of holders of shares represented by
certificates upon the surrender to the corporation of the certificates
representing such stock. The Court's decree may be enforced as other
decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and
taxed upon the parties as the Court deems equitable in the circumstances.
Upon application of a stockholder, the Court may order all or a portion of
the expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and
the fees and expenses of experts, to be charged pro rata against the value
of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal rights as
provided in subsection (d) of this section shall be entitled to vote such
stock for any purpose or to receive payment of dividends or other
distributions on the stock (except dividends or other distributions
payable to stockholders of record at a date which is prior to the
effective date of the merger or consolidation); provided, however, that if
no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to
the surviving or resulting corporation a written withdrawal of his demand
for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an
appraisal shall cease. Notwithstanding the foregoing, no appraisal
proceeding in the Court of Chancery shall be dismissed as to any
stockholder without the approval of the Court, and such approval may be
conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which
the shares of such objecting stockholders would have been converted had
they assented to the merger or consolidation shall have the status of
authorized and unissued shares of the surviving or resulting corporation.

<PAGE>
APPENDIX C

AGREEMENT AND PLAN OF REORGANIZATION

AMONG

FIRSTAR CORPORATION,

FIRSTAR CORPORATION OF MINNESOTA,

JACOB SCHMIDT COMPANY

AND

AMERICAN BANCORPORATION, INC.

TABLE OF CONTENTS

Page

ARTICLE I
THE MERGERS

1.01. The Mergers . . . . . . . . . . . . . . . . . . . . . . . C-1
1.02. Effective Times of the Mergers . . . . . . . . . . . . . C-1
1.03. Closings . . . . . . . . . . . . . . . . . . . . . . . . C-2

ARTICLE II
EFFECT OF THE MERGERS ON CAPITAL STOCK OF JSC AND ABI

2.01. Effect on JSC Capital Stock . . . . . . . . . . . . . . . C-2
2.02. Effect on ABI Common Stock . . . . . . . . . . . . . . . C-3
2.03. Adjustments to Prices Per Share and Exchange Ratios . . . C-4
2.04. Adjustment Based on Market Value of Firstar Common Stock C-4

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF JSC and ABI

3.01. Organization, Standing and Power . . . . . . . . . . . . C-5
3.02. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . C-5
3.03. Capital Structure . . . . . . . . . . . . . . . . . . . . C-6
3.04. Authority . . . . . . . . . . . . . . . . . . . . . . . . C-7
3.05. Financial Statements . . . . . . . . . . . . . . . . . . C-8
3.06. Reports . . . . . . . . . . . . . . . . . . . . . . . . . C-9
3.07. Authorizations; Compliance with Applicable Laws . . . . . C-9
3.08. Litigation and Claims . . . . . . . . . . . . . . . . . . C-10
3.09. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . C-10
3.10. Certain Agreements . . . . . . . . . . . . . . . . . . . C-11
3.11. Benefit Plans . . . . . . . . . . . . . . . . . . . . . . C-11
3.12. Insurance . . . . . . . . . . . . . . . . . . . . . . . . C-12
3.13. Absence of Certain Changes or Events . . . . . . . . . . C-12
3.14. Properties, Leases and Other Agreements . . . . . . . . . C-13
3.15. Opinion of Financial Advisor . . . . . . . . . . . . . . C-13
3.16. Votes Required . . . . . . . . . . . . . . . . . . . . . C-14
3.17. Tax Matters . . . . . . . . . . . . . . . . . . . . . . . C-14
3.18. Voting Agreements . . . . . . . . . . . . . . . . . . . . C-14
3.19. Affiliates . . . . . . . . . . . . . . . . . . . . . . . C-14
3.20. Affiliate Transactions . . . . . . . . . . . . . . . . . C-14
3.21. Interest Rate Risk Management Instruments . . . . . . . . C-15
3.22. Regulatory Impediments . . . . . . . . . . . . . . . . . C-15
3.23. Full Disclosure . . . . . . . . . . . . . . . . . . . . . C-15
3.24. No Discussions . . . . . . . . . . . . . . . . . . . . . C-15

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF FIRSTAR AND SUB

4.01. Organization, Standing and Power . . . . . . . . . . . . C-15
4.02. Firstar Subsidiaries . . . . . . . . . . . . . . . . . . C-16
4.03. Capital Structure . . . . . . . . . . . . . . . . . . . . C-16
4.04. Authority . . . . . . . . . . . . . . . . . . . . . . . . C-16
4.05. Firstar Financial Statements . . . . . . . . . . . . . . C-17
4.06. Reports . . . . . . . . . . . . . . . . . . . . . . . . . C-17
4.07. Authorizations; Compliance with Applicable Laws . . . . . C-17
4.08. Litigation . . . . . . . . . . . . . . . . . . . . . . . C-18
4.09. Absence of Certain Changes or Events . . . . . . . . . . C-18
4.10. Tax Matters . . . . . . . . . . . . . . . . . . . . . . . C-18
4.11. Regulatory Impediments . . . . . . . . . . . . . . . . . C-18
4.12. Full Disclosure . . . . . . . . . . . . . . . . . . . . . C-18

ARTICLE V
COVENANTS OF JSC AND ABI

5.01. Affirmative Covenants . . . . . . . . . . . . . . . . . . C-18
5.02. Negative Covenants . . . . . . . . . . . . . . . . . . . C-19
5.03. Letters of Accountants . . . . . . . . . . . . . . . . . C-21
5.04. Access and Information . . . . . . . . . . . . . . . . . C-22
5.05. Update Disclosure; Breaches . . . . . . . . . . . . . . . C-22
5.06. Affiliates; Tax Treatment . . . . . . . . . . . . . . . . C-23
5.07. Dissent Process . . . . . . . . . . . . . . . . . . . . . C-23
5.08. Expenses . . . . . . . . . . . . . . . . . . . . . . . . C-23
5.09. Delivery of Shareholder Lists . . . . . . . . . . . . . . C-23
5.10. Audited Financial Statements . . . . . . . . . . . . . . C-23
5.11. Accounting Matters . . . . . . . . . . . . . . . . . . . C-24
5.12. Shareholder Meetings . . . . . . . . . . . . . . . . . . C-24
5.13. Acquisitions of Real Estate . . . . . . . . . . . . . . . C-24
5.14. Processing Contracts . . . . . . . . . . . . . . . . . . C-24
5.15. Bank Transactions . . . . . . . . . . . . . . . . . . . . C-24

ARTICLE VI
COVENANTS OF FIRSTAR AND SUB

6.01. Affirmative Covenants . . . . . . . . . . . . . . . . . . C-25
6.02. Negative Covenants . . . . . . . . . . . . . . . . . . . C-25
6.03. Firstar Rights Plan . . . . . . . . . . . . . . . . . . . C-25
6.04. Breaches . . . . . . . . . . . . . . . . . . . . . . . . C-26
6.05. Stock Exchange Listing . . . . . . . . . . . . . . . . . C-26
6.06. Firstar Benefit Plans . . . . . . . . . . . . . . . . . . C-26
6.07. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . C-26

ARTICLE VII
ADDITIONAL AGREEMENTS

7.01. Filings and Approvals . . . . . . . . . . . . . . . . . . C-26
7.02. Registration Statement . . . . . . . . . . . . . . . . . C-27
7.03. Environmental Audits . . . . . . . . . . . . . . . . . . C-28
7.04. Reports . . . . . . . . . . . . . . . . . . . . . . . . . C-28
7.05. Brokers or Finders . . . . . . . . . . . . . . . . . . . C-29
7.06. Additional Agreements; Reasonable Efforts . . . . . . . . C-29
7.07. Indemnification and Insurance . . . . . . . . . . . . . . C-29

ARTICLE VIII
CONDITIONS PRECEDENT

8.01. Conditions to Each Party's Obligation to Effect the
Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . C-30
8.02. Conditions to Obligations of Firstar and Sub . . . . . . C-32
8.03. Conditions to Obligations of JSC and ABI . . . . . . . . C-35

ARTICLE IX
TERMINATION AND AMENDMENT

9.01. Termination . . . . . . . . . . . . . . . . . . . . . . . C-37
9.02. Investigation and Review . . . . . . . . . . . . . . . . C-38
9.03. Effect of Termination . . . . . . . . . . . . . . . . . . C-39
9.04. Amendment . . . . . . . . . . . . . . . . . . . . . . . . C-39
9.05. Extension; Waiver . . . . . . . . . . . . . . . . . . . . C-39
9.06. Inducement . . . . . . . . . . . . . . . . . . . . . . . C-39
9.07. Expenses . . . . . . . . . . . . . . . . . . . . . . . . C-41

ARTICLE X
GENERAL PROVISIONS

10.01. Nonsurvival of Representations, Warranties and
Agreements . . . . . . . . . . . . . . . . . . . . . . . . . C-41
10.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . C-41
10.03. Interpretation . . . . . . . . . . . . . . . . . . . . . C-42
10.04. Counterparts . . . . . . . . . . . . . . . . . . . . . . C-42
10.05. Entire Agreement; No Third Party Beneficiaries; Rights of
Ownership . . . . . . . . . . . . . . . . . . . . . . . . . C-42
10.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . C-43
10.07. Publicity . . . . . . . . . . . . . . . . . . . . . . . . C-43
10.08. Assignment . . . . . . . . . . . . . . . . . . . . . . . C-43
10.09. Knowledge of the Parties . . . . . . . . . . . . . . . . C-43
10.10. Material . . . . . . . . . . . . . . . . . . . . . . . . C-43
10.11. Jury Waiver . . . . . . . . . . . . . . . . . . . . . . . C-44

EXHIBIT A Plan of Merger - Jacob Schmidt Company . . . . . . . . C-45
EXHIBIT B Plan of Merger - American Bancorporation, Inc. . . . . C-55
EXHIBIT 3.18(a)* List of Signers - Voting Agreements involving Jacob
Schmidt Company
EXHIBIT 3.18(b)* List of Signers - Voting Agreements involving American
Bancorporation, Inc.
EXHIBIT 3.18(c)* Form of Voting Agreement - Jacob Schmidt Company
EXHIBIT 3.18(d)* Form of Voting Agreement - American Bancorporation,
Inc.
EXHIBIT 3.19(a)* Affiliate Letter - Affiliates of Jacob Schmidt Company
EXHIBIT 3.19(b)* Affiliate Letter - Affiliates of American
Bancorporation, Inc.
EXHIBIT 9.01 Index Group . . . . . . . . . . . . . . . . . . . C-65

_______________

* Not included in Appendix C.

INDEX OF DEFINED TERMS

ABI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
ABI Articles of Merger . . . . . . . . . . . . . . . . . . . . . 1.02(b)
ABI Authorized Preferred . . . . . . . . . . . . . . . . . . . . 3.03(b)
ABI Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.05(c)
ABI Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . 3.11(a)
ABI Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 3.01(b)
ABI Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.03
ABI Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 2.01
ABI Effective Time . . . . . . . . . . . . . . . . . . . . . . . 1.02(a)
ABI Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . 2.02(a)
ABI Financial Statements . . . . . . . . . . . . . . . . . . . . 3.05(a)
ABI Interested Property . . . . . . . . . . . . . . . . . . . . . 3.07(b)
ABI Material Adverse Effect . . . . . . . . . . . . . . . . . . . 3.01(b)
ABI Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(a)
ABI Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
ABI Merger Agreements . . . . . . . . . . . . . . . . . . . . . . Page C-1
ABI Minority Stock . . . . . . . . . . . . . . . . . . . . . . . 2.02(a)
ABI Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.07(a)
ABI Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . Page C-1
ABI Price Per Share . . . . . . . . . . . . . . . . . . . . . . . 2.01(b)
ABI Property . . . . . . . . . . . . . . . . . . . . . . . . . . 3.07(b)
ABI Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . 7.02(a)
ABI Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.06
ABI Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.02
ABI Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . . 3.18
Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.19
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
Audited Properties . . . . . . . . . . . . . . . . . . . . . . . . . 7.03
Bank Divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . 5.15
Bank Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.15
Beneficial Ownership . . . . . . . . . . . . . . . . . . . . 9.06(c)(iv)
Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . 3.11(a)
BHC Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01
Certificate of Merger . . . . . . . . . . . . . . . . . . . . . . 1.02(b)
Closings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.03
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.03
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.09
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01(i)
Competing Transaction . . . . . . . . . . . . . . . . . . . . . . 5.02(f)
Comptroller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.03
DGCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01
Environmental Audits . . . . . . . . . . . . . . . . . . . . . . . . 7.03
Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . 3.07(b)
Environmental Reports . . . . . . . . . . . . . . . . . . . . . . . . 7.07
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.11(a)
Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.06(c)(i)
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.04
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08(a)
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.03
Federal Reserve Board . . . . . . . . . . . . . . . . . . . . . . . . 1.03
Final Index Price . . . . . . . . . . . . . . . . . . . . . . 9.06(b)(iv)
Final Price . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(b)(iii)
Firstar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
Firstar Average Price . . . . . . . . . . . . . . . . . . . . 9.01(b)(vi)
Firstar Common Stock . . . . . . . . . . . . . . . . . . . . . . 2.01(a)
Firstar Disclosure Letter . . . . . . . . . . . . . . . . . . . . . . 4.02
Firstar Financial Statements . . . . . . . . . . . . . . . . . . . . 4.05
Firstar Material Adverse Effect . . . . . . . . . . . . . . . . . . . 4.01
Firstar Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07
Firstar Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.06
Firstar Right . . . . . . . . . . . . . . . . . . . . . . . . . . 2.01(a)
Firstar Rights Agreement . . . . . . . . . . . . . . . . . . . . 2.01(a)
Firstar Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . 4.02
Governmental Entity . . . . . . . . . . . . . . . . . . . . . . . . . 3.04
Index Group . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(b)(i)
Initial Price . . . . . . . . . . . . . . . . . . . . . . . . 9.01(b)(ii)
Injunction . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01(d)
Investment Agreement . . . . . . . . . . . . . . . . . . . . . . 3.03(d)
IRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.09
JSC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
JSC/ABI Disclosure Letter . . . . . . . . . . . . . . . . . . . . . . 3.02
JSC Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . 3.19(a)
JSC Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01
JSC Articles of Merger . . . . . . . . . . . . . . . . . . . . . 1.02(a)
JSC Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.03
JSC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 2.01
JSC Effective Time . . . . . . . . . . . . . . . . . . . . . . . 1.02(b)
JSC Exchange Ratio . . . . . . . . . . . . . . . . . . . . . . . 2.01(a)
JSC Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . 3.01
JSC Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(a)
JSC Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
JSC Merger Agreements . . . . . . . . . . . . . . . . . . . . . . Page C-1
JSC Plan of Merger . . . . . . . . . . . . . . . . . . . . . . . Page C-1
JSC Price Per Share . . . . . . . . . . . . . . . . . . . . . . . 2.01(a)
JSC Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . 7.02(a)
JSC Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . . 3.18
Latest Statement Date . . . . . . . . . . . . . . . . . . . . . . 3.05(a)
Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.07(a)
Market Value of Firstar Common Stock . . . . . . . . . . . . . . 2.01(a)
MBCA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01
Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(a)
Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
Merger Agreements . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
Minnesota Commissioner . . . . . . . . . . . . . . . . . . . . . . . 1.03
NYSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
OREO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.07(b)
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.06(c)(iii)
Plans of Merger . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.08
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(a)
Remediation Action . . . . . . . . . . . . . . . . . . . . . . . . . 7.03
Remediation Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03
Representatives . . . . . . . . . . . . . . . . . . . . . . . . . 5.02(f)
S-4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.02(a)
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.04
Sub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page C-1
Subject Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.15
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.01(a)
Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.09
Total Consideration . . . . . . . . . . . . . . . . . . . . . . . 2.04(a)
Toxic Substances . . . . . . . . . . . . . . . . . . . . . . . . 3.07(b)
Transactional Proposal . . . . . . . . . . . . . . . . . . . . 9.06(c)(i)
Trigger Event . . . . . . . . . . . . . . . . . . . . . . . . . . 9.06(b)
Twelve-Day Calculation Period . . . . . . . . . . . . . . . . 9.01)(b)(v)
Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.04(c)
Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 3.18
Voting Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.03(e)
WBCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.02

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION, dated as of January 10,
1996 ("Agreement"), among FIRSTAR CORPORATION, a Wisconsin corporation
("Firstar"), FIRSTAR CORPORATION OF MINNESOTA, a Minnesota corporation and
a wholly-owned subsidiary of Firstar ("Sub"), JACOB SCHMIDT COMPANY, a
Minnesota corporation ("JSC"), and AMERICAN BANCORPORATION, INC., a
Delaware corporation ("ABI").

WHEREAS, the respective Boards of Directors of Firstar, Sub and
JSC have approved the merger of JSC with and into Sub (the "JSC Merger")
in accordance with the terms and conditions hereof and of the Plan of
Merger in the form attached hereto as Exhibit A executed concurrently
herewith between Sub and ABI, and joined in by Firstar for certain limited
purposes (the "JSC Plan of Merger");

WHEREAS, the respective Boards of Directors of Firstar, Sub and
ABI have approved the merger of ABI with and into Sub (the "ABI Merger",
and together with the JSC Merger, the "Mergers") in accordance with the
terms and conditions hereof and of the Plan of Merger in the form attached
hereto as Exhibit B executed concurrently herewith between Sub and ABI,
and joined in by Firstar for certain limited purposes (the "ABI Plan of
Merger", and, together with the JSC Plan of Merger, the "Plans of
Merger");

WHEREAS, the respective Boards of Directors of Firstar, Sub and
JSC believe that the JSC Merger, and the exchange of shares of Firstar
Common Stock (as defined in Section 2.01(a)) for all the outstanding
shares of JSC Common Stock (as defined in Section 2.01(a)), pursuant and
subject to the terms of this Agreement and the JSC Plan of Merger
(collectively, the "JSC Merger Agreements"), is desirable and in the best
interests of their respective corporations and stockholders;

WHEREAS, the respective Boards of Directors of Firstar, Sub and
ABI believe that the ABI Merger, and the exchange of shares of Firstar
Common Stock for the minority shares of ABI Common Stock (as defined in
Section 2.01(b)), pursuant and subject to the terms of this Agreement and
the ABI Plan of Merger (collectively, the "ABI Merger Agreements"), is
desirable and in the best interests of their respective corporations and
stockholders; and

WHEREAS, Firstar, Sub, JSC and ABI desire to make certain
representations, warranties and agreements in connection with the Mergers
and also to prescribe various conditions to the Mergers;

NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties
hereto agree as follows:

ARTICLE I
THE MERGERS

1.01. The Mergers. Subject to the terms and conditions of this
Agreement, Firstar, Sub, JSC and ABI agree to effect the JSC Merger in
accordance with the Minnesota Business Corporation Act ("MBCA") and the
ABI Merger in accordance with the Delaware General Corporation Law
("DGCL") and the MBCA.

1.02. Effective Times of the Mergers.

(a) Subject to the provisions of the JSC Merger Agreements,
articles of merger (the "JSC Articles of Merger") shall be duly prepared
and executed by Sub and JSC and thereafter delivered to the Secretary of
State of the State of Minnesota for filing, as provided in the MBCA, on or
as soon as practicable after the Closing Date (as defined in Section
1.03). The JSC Merger shall become effective upon the filing of the JSC
Articles of Merger with the Secretary of State of the State of Minnesota
or at such later time as is provided in the Articles of Merger (the "JSC
Effective Time").

(b) Subject to the provisions of the ABI Merger Agreements, (i)
articles of merger (the "ABI Articles of Merger") shall be duly prepared
and executed by Sub and ABI and thereafter delivered to the Secretary of
State of the State of Minnesota for filing, as provided in the MBCA, on or
as soon as practicable after the Closing Date, and (ii) a certificate of
merger (the "Certificate of Merger") shall be duly prepared and executed
by Sub and ABI and thereafter delivered to the Secretary of State of the
State of Delaware for filing, as provided in the DGCL, on or as soon as
practicable after the Closing Date. The ABI Merger shall become effective
upon the later of the filing of the ABI Articles of Merger with the
Secretary of State of the State of Minnesota and the filing of the
Certificate of Merger with the Secretary of State of the State of Delaware
or at such later time as is provided in the ABI Articles of Merger and the
Certificate of Merger (the "ABI Effective Time") but in no event shall the
ABI Effective Time occur until after the JSC Effective Time.

1.03. Closings. The closing of the JSC Merger (the "JSC
Closing") and the closing of the ABI Merger (the "ABI Closing" and,
together with the JSC Closing, the "Closings") will take place at 10:00
a.m. on a date (the "Closing Date") to be specified by the parties, which,
unless both parties agree, shall be no later than the tenth business day
after the latest to occur of (i) receipt of all necessary approvals of the
Mergers and the Bank Mergers (as defined in Section 5.15(b)), from the
Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"), the United States Comptroller of the Currency (the
"Comptroller"), the Federal Deposit Insurance Corporation ("FDIC"), the
Minnesota Commissioner of Commerce (the "Minnesota Commissioner") and any
other applicable bank regulatory authority and the expiration of any
waiting periods imposed by law, (ii) the date on which the stockholders of
JSC approve the JSC Merger, (iii) the date on which the stockholders of
ABI approve the ABI Merger and (iv) unless waived by Firstar, satisfaction
of the condition set forth in Section 8.02(l). The Closings will take
place at the offices of Lindquist & Vennum P.L.L.P., 80 South 8th Street,
4200 IDS Center, Minneapolis, Minnesota, unless another place is agreed to
in writing by the parties hereto. Notwithstanding the foregoing, if the
Closings do not take place on the date referred to in the first sentence
of this Section because any condition to the obligations of Firstar and
Sub, on the one hand, or JSC and ABI, on the other hand, under this
Agreement is not met on that date, the other party may postpone the
Closings from time to time to any designated subsequent business day not
more than ten business days after the original or postponed date on which
the Closings were to occur by delivering notice of such postponement on
the date the Closings were to occur.

ARTICLE II
EFFECT OF THE MERGERS ON CAPITAL STOCK OF JSC AND ABI

2.01. Effect on JSC Capital Stock. As of the JSC Effective Time,
by virtue of the JSC Merger and without any action on the part of the
holder of any shares of capital stock of JSC, $100.00 par value ("JSC
Common Stock"), but subject to the provisions of Sections 302A.471 and
302A.473 of the MBCA with respect to the rights of dissenting
stockholders:

(a) Conversion of JSC Common Stock. Subject to
adjustment pursuant to Sections 2.03 and 2.04, each then issued
and outstanding share of JSC Common Stock shall be converted
into the right to receive from Sub $3,372.4439 per share (the
"JSC Price Per Share") payable in a combination of (i) cash in
the amount of $674.4888 per share of JSC Common Stock (the "JSC
Cash Consideration") and (ii) the number (the "JSC Exchange
Ratio") of fully paid and nonassessable shares of common stock,
$1.25 par value, of Firstar ("Firstar Common Stock") that is
equal to $2,697.9551 divided by the "Market Value of Firstar
Common Stock" (to the nearest one-thousandth of a share) (the
"JSC Stock Consideration"). The Market Value of Firstar Common
Stock shall be the average of the closing prices, as reported on
the New York Stock Exchange Composite Tape, of Firstar Common
Stock for the twelve consecutive trading days ending and
including the trading day preceding the trading day immediately
preceding the Closing Date. There shall be included with each
share of Firstar Common Stock exchanged in the JSC Merger
one-half of one Firstar Preferred Share Purchase Right ("Firstar
Right") issued pursuant to the Rights Agreement dated as of
January 20, 1989, between Firstar and Firstar Trust Company, as
Rights Agent (the "Firstar Rights Agreement"). Prior to the
Distribution Date (as defined in the Firstar Rights Agreement),
all references in this Agreement to the Firstar Common Stock to
be received pursuant to the JSC Merger shall be deemed to
include the Firstar Rights.

(b) JSC Common Stock Held by JSC. Each then issued and
outstanding share of JSC Common Stock owned by JSC or any
subsidiary of JSC (other than shares held in a fiduciary
capacity) and each share of JSC Common Stock issued and held in
JSC's treasury will be canceled and retired.

(c) Cancellation of JSC Common Stock. All shares of JSC
Common Stock issued and outstanding immediately prior to the
JSC Effective Time shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist,
and each holder of a certificate representing any such shares
shall cease to have any rights with respect thereto, except the
right to receive the shares of Firstar Common Stock and cash, to
be exchanged in consideration therefor upon the surrender of
such certificate in accordance with the JSC Plan of Merger,
without interest.

2.02. Effect on ABI Common Stock. As of the ABI Effective Time,
by virtue of the ABI Merger and without any action on the part of the
holder of any shares of ABI's common stock, no par value ("ABI Common
Stock"), but subject to the provisions of Section 262 of the DGCL with
respect to the rights of dissenting stockholders:

(a) Conversion of ABI Minority Stock. Subject to
adjustment pursuant to Sections 2.03 and 2.04, each then issued
and outstanding share of ABI Common Stock other than stock held
by JSC (the "ABI Minority Stock") shall be converted into the
right to receive from Sub $228.0260 per share (the "ABI Price
Per Share"), payable in a combination of (i) cash equal to
$45.6052 per share of ABI Minority Stock (the "ABI Cash
Consideration" and, together with the JSC Cash consideration,
the "Cash Consideration") and (ii) the number (the "ABI
Exchange Ratio") of fully paid and nonassessable shares of
Firstar Common Stock that is equal to $182.4208 divided by the
Market Value of Firstar Common Stock (to the nearest
one-thousandth of a share) (the "ABI Stock Consideration," and,
together with the "JSC Stock Consideration," the "Stock
Consideration"). There shall be included with each share of
Firstar Common Stock exchanged in the ABI Merger one-half of one
Firstar Right. Prior to the Distribution Date all references in
this Agreement to the Firstar Common Stock to be received
pursuant to the ABI Merger shall be deemed to include the
Firstar Rights.

(b) ABI Common Stock Held by ABI or JSC. Each then issued
and outstanding share of ABI Common Stock owned by JSC or ABI or
any subsidiary of ABI (other than shares held in a fiduciary
capacity) and each share of ABI Common Stock issued and held in
ABI's treasury will be canceled and retired.

(c) Cancellation of ABI Minority Stock. All shares of
ABI Minority Stock issued and outstanding immediately prior to
the ABI Effective Time shall no longer be outstanding and shall
automatically be canceled and retired and shall cease to exist,
and each holder of a certificate representing any such shares
shall cease to have any rights with respect thereto, except the
right to receive shares of Firstar Common Stock and cash, to be
exchanged in consideration or therefor upon the surrender of
such certificate in accordance with the ABI Plan of Merger,
without interest.

2.03. Adjustments to Prices Per Share and Exchange Ratios.
Subject to the termination provisions of Section 9.01(a)(viii), if the
Remediation Costs, as defined in Section 7.03, exceed $500,000, Firstar
shall have the right to adjust the Prices Per Share otherwise provided in
Section 2.01(a) and 2.02(a) with the effect that (a) the aggregate Market
Value of Firstar Common Stock otherwise issuable in the JSC Merger shall
be reduced by 51.4182% of such excess Remediation Costs and (b) the
aggregate Market Value of Firstar Common Stock otherwise issuable in the
ABI Merger shall be reduced by 48.5818% of such excess Remediation Costs.
If prior to the Effective Time Firstar shall declare a stock dividend or
distribution upon or subdivide, split up, reclassify or combine its shares
of Firstar Common Stock or declare a stock dividend or make a distribution
on Firstar Common Stock of any security convertible into Firstar Common
Stock or exercisable to purchase Firstar Common Stock including without
limitation, distribution of any Rights after a Distribution Date),
appropriate adjustment or adjustments will be made in the Exchange Ratios.

2.04. Adjustment Based on Market Value of Firstar Common Stock.
Notwithstanding anything to the contrary in this Article II, the terms of
conversion of the JSC Common Stock and the ABI Common Stock shall be
subject to modification as set forth below:

(a) Subject to the termination provisions provided in
Section 9.01(a)(ix) and 9.01(a)(x), if the Market Value of
Firstar Common Stock is less than or equal to $30.00, then the
aggregate Stock Consideration shall be 5,733,333 shares of
Firstar Common Stock and the aggregate Cash Consideration shall
be that amount necessary such that the sum ("Total
Consideration") of (i) Cash Consideration and (ii) the product
of Stock Consideration multiplied by the Market Value of Firstar
Common Stock ("Market Value of Stock Consideration") is equal to
$215,000,000. Below $30.00, the proportion of Total
Consideration consisting of Cash Consideration shall
incrementally increase above 20%, as illustrated by Exhibit
2.04.

(b) If the Market Value of Firstar Common Stock is less
than or equal to $32.00, the Total Consideration shall be
$215,000,000. If the Market Value of Firstar Common Stock is
less than or equal to $32.00 but not less than $30.00, the
proportion of Total Consideration consisting of Cash
Consideration shall be 20%.

(c) If the Market Value of Firstar Common Stock is less
than $36.00, but greater than $32.00, then aggregate Total
Consideration shall be reduced incrementally from $220,000,000,
at the rate of $12,500 for each $.01 decrease in the Market
Value of Firstar Common Stock below $36.00.

(d) If the Market Value of Firstar Common Stock is less
than or equal to $44.00, but not less than $36.00, then
aggregate Total Consideration shall be $220,000,000.

(e) If the Market Value of Firstar Common Stock is less
than or equal to $48.00, but not less than $44.00, then
aggregate Total Consideration shall increase incrementally from
$220,000,000, at the rate of $12,500 for each $.01 increase in
the Market Value of Firstar Common Stock above $44.00, up to a
maximum of $225,000,000.

(f) If the Market Value of Firstar Common Stock equals or
exceeds $44.00, but is less than or equal to $56.25, then
aggregate Stock Consideration shall be 4,000,000 shares of
Firstar Common Stock and the aggregate Cash Consideration shall
be the difference between aggregate Total Consideration and the
Market Value of Stock Consideration. If the Market Value of
Firstar Common Stock equals or exceeds $48.00, then aggregate
Total Consideration will be $225,000,000. The proportion of
Total Consideration consisting of Cash Consideration shall
thereby incrementally decrease below 20%, as illustrated by
Exhibit 2.04. If the Market Value of Firstar Common Stock
equals or exceeds $56.25, the aggregate Total Consideration of
$225,000,000 will be comprised solely of Stock Consideration.

Exhibit 2.04 illustrates the operation of the foregoing
adjustments to the terms of conversion of the JSC Common Stock and the ABI
Common Stock. In each case, the JSC Price Per Share is determined by (i)
subtracting $10,000,000 from Total Consideration, then (ii) multiplying
the resulting difference by 51.4182%, then (iii) adding $10,000,000 to the
resulting product ("Total JSC Consideration"), and (iv) dividing the
resulting sum by 34,983. In each case, the ABI Price Per Share is
determined by (i) subtracting Total JSC Consideration from Total
Consideration, and (ii) dividing the resulting difference by 447,413.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF JSC and ABI

JSC and ABI represent and warrant to Firstar and Sub as follows:

3.01. Organization, Standing and Power.

(a) JSC is a corporation duly organized, validly existing and
in good standing under the laws of the State of Minnesota and has all
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted, except
where the failure to have such power or authority would not have a
material adverse effect on the business, operations, prospects or
financial condition of JSC, or any of the ABI Subsidiaries (as hereinafter
defined) taken as a whole (a "JSC Material Adverse Effect"). JSC is
qualified to do business and is in good standing in each other state or
foreign jurisdiction where its ownership or leasing of property or the
conduct of its business requires it to be so qualified and where the
failure to be so qualified would have a JSC Material Adverse Effect. JSC
is registered as a bank holding company with the Federal Reserve Board
under the Bank Holding Company Act, as amended (the "BHC Act"). JSC has
delivered to Firstar true, accurate and complete copies of the currently
effective articles of incorporation (the "JSC Articles") and by-laws of
JSC, including all amendments thereto. As used in this Agreement, the
word "Subsidiary" means any corporation or other organization, whether
incorporated or unincorporated (i) of which such party or any other
Subsidiary of such party is a general partner (excluding partnerships, the
general partnership interest of which held by such party or any Subsidiary
of such party does not have a majority of the voting interest in such
partnership) or (ii) at least a majority of the securities or other
interests having by their terms ordinary voting power to elect a majority
of the Board of Directors or others performing similar functions with
respect to such corporation or other organization is directly or
indirectly owned or controlled by such party or by any one or more of its
Subsidiaries, or by such party and one or more of its Subsidiaries.

(b) ABI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted, except
where the failure to have such power or authority would not have a
material adverse effect on the business, operations, prospects or
financial condition of ABI, or any of the ABI Subsidiaries, taken as a
whole (an "ABI Material Adverse Effect"). ABI is qualified to do business
and is in good standing in each other state or foreign jurisdiction where
its ownership or leasing of property or the conduct of its business
requires it to be so qualified and where the failure to be so qualified
would have an ABI Material Adverse Effect. ABI is registered as a bank
holding company with the Federal Reserve Board under the BHC Act. ABI has
delivered to Firstar true, accurate and complete copies of the currently
effective certificate of incorporation (the "ABI Certificate") and by-laws
of ABI, including all amendments thereto.

3.02. Subsidiaries. Except as set forth in the JSC/ABI
Disclosure Letter (which is a letter delivered by ABI to Firstar and Sub
at least two days prior to the date hereof, the receipt thereof having
been acknowledged by Firstar and Sub executing a copy thereof, that
identifies, as to each matter disclosed therein, the section of this
Agreement to which the matter relates), ABI beneficially owns, directly or
indirectly, all of the shares of the outstanding capital stock of each of
its Subsidiaries listed on such letter (herein called collectively the
"ABI Subsidiaries" or individually an "ABI Subsidiary"). No equity
securities of any of the ABI Subsidiaries are or may become required to be
issued by reason of any option, warrants, calls, rights or agreements of
any character whatsoever; there are outstanding no securities or rights
convertible into or exchangeable for shares of any capital stock of any
ABI Subsidiary; and there are no other contracts, commitments,
understandings or arrangements by which any ABI Subsidiary is bound to
issue additional shares of its capital stock or options, warrants, calls,
rights or agreements to purchase or acquire any additional shares of its
capital stock. All of the shares of capital stock of each of the ABI
Subsidiaries owned by ABI are fully paid and nonassessable and are owned
by ABI free and clear of any claim, lien, encumbrance or agreement with
respect thereto. Each ABI Subsidiary is a bank or a corporation, in each
case duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and has the corporate power and
authority to own or lease its properties and assets and to carry on its
business as it is now being conducted, except, in the case of ABI's
nonbank subsidiaries, where the failure to have such power or authority
would not have an ABI Material Adverse Effect. Except as set forth in the
JSC/ABI Disclosure Letter and except for securities held as fiduciary,
neither JSC or ABI can own beneficially, directly or indirectly, more than
5% of any class of equity securities or similar interests of any
corporation, bank, business trust, association or similar organization.
There are no obligations, contingent or otherwise, of JSC, ABI or/and ABI
to repurchase, redeem or otherwise acquire any shares of capital stock of
any ABI Subsidiary or to provide funds (in the form of a loan, capital
contribution or otherwise) to any ABI Subsidiary or to make an investment
in any ABI Subsidiary or any other entity, other than (i) pursuant to
commercial loan arrangements and similar obligations arising in the
ordinary course of the business of the ABI Subsidiaries, and (ii)
obligations generally imposed upon bank holding companies by Federal
Reserve Board policy.

3.03. Capital Structure.

(a) As of the date hereof, the authorized capital stock of JSC
consists of 50,000 shares of $100.00 par value "capital stock" (the "JSC
Common Stock").

(b) As of the date hereof, the authorized capital stock of ABI
consists of 1,750,000 shares, divided into 1,500,000 shares of ABI Common
Stock and 250,000 shares of ABI Authorized Preferred.

(c) As of the date hereof 34,983 shares of JSC Common Stock are
issued and outstanding and no shares of JSC Common Stock are held in
treasury.

(d) As of the date hereof, (i) 920,948 shares of ABI Common
Stock are issued and outstanding 473,535 of which are owned by JSC; (ii)
no shares of ABI Common Stock are held in treasury; and (iii) no shares of
ABI Authorized Preferred are issued or outstanding.

(e) As of the date hereof, neither JSC nor any ABI Subsidiary
has issued and outstanding bonds, debentures, notes or other indebtedness
having the right to vote (or convertible into securities having the right
to vote) on any matters on which stockholders may vote ("Voting Debt").
All outstanding shares of JSC capital stock and ABI capital stock are
validly issued, fully paid and nonassessable and not subject to or issued
in violation of any preemptive rights. As of the date of this Agreement,
except pursuant to this Agreement and as set forth in the JSC/ABI
Disclosure Letter, there are no options, warrants, calls, rights, or
agreements of any character whatsoever to which JSC, ABI or an ABI
Subsidiary is a party or by which it is bound obligating JSC, ABI or any
such Subsidiary to issue, deliver or sell, or cause to be issued,
delivered or sold, additional shares of its capital stock or Voting Debt
or obligating JSC, ABI or any ABI Subsidiary to grant, extend or enter
into any such option, warrant, call, right or agreement. Immediately
after the Effective Time, there will be no option, warrant, call, right or
agreement obligating JSC, ABI or any ABI Subsidiary to issue, deliver or
sell, or cause to be issued, delivered or sold, any shares of its capital
stock or Voting Debt or obligating JSC, ABI or any ABI Subsidiary to
grant, extend or enter into any such option, warrant, call, right or
agreement.

(f) Neither JSC nor ABI have purchased, redeemed, canceled or
otherwise acquired any of its capital stock or Voting Debt during the two
years preceding the date hereof. Except as provided in this Agreement,
there are no obligations, contingent or otherwise, of JSC, ABI or any ABI
Subsidiary to repurchase, redeem or otherwise acquire any shares of its
respective capital stock or Voting Debt.

3.04. Authority.

(a) JSC has all requisite corporate power and authority to
enter into this Agreement and the JSC Plan of Merger and to consummate the
transactions contemplated hereby and thereby, subject only to approval of
this Agreement and the JSC Plan of Merger by the stockholders of JSC. The
execution and delivery of this Agreement and the JSC Plan of Merger have
been duly executed and delivered by JSC and each constitutes a valid and
binding obligation of JSC enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency, moratorium and similar laws and
equitable principles. The JSC Plan of Merger and the consummation of the
transactions contemplated hereby and thereby have been duly approved by
all necessary corporate action on the part of JSC (including approval by
the Board of Directors of JSC), subject to the approval of this Agreement
and the JSC Plan of Merger by the stockholders of JSC. Other than in
connection or in compliance with the provisions of the MBCA, the
Securities Act of 1933, as amended, and the rules and regulations
thereunder (the "Securities Act"), the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (the "Exchange Act"),
the securities or "blue sky" laws of the various states, and consents,
authorizations, approvals, notices or exemptions required under the BHC
Act, the banking laws of the State of Minnesota, and the judicial
approvals required under the terms of the Marie Bremer Trust and the Adolf
Bremer Trust, no consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency
or commission or other governmental authority or instrumentality, domestic
or foreign (a "Governmental Entity"), is required on the part of JSC, ABI
or any of the ABI Subsidiaries in connection with the execution and
delivery of this Agreement, the JSC Plan of Merger by JSC or the
consummation by JSC and ABI of the transactions contemplated hereby and
thereby.

(b) ABI has all requisite corporate power and authority to
enter into this Agreement, the ABI Plan of Merger and to consummate the
transactions contemplated hereby and thereby, subject only to approval of
this Agreement and the ABI Plan of Merger by the stockholders of ABI. The
execution and delivery of this Agreement, the ABI Plan of Merger and the
consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of ABI
(including approval by the Board of Directors of ABI), subject to the
approval of this Agreement and the ABI Plan of Merger by the stockholders
of ABI. This Agreement and the ABI Plan of Merger have been duly
executed and delivered by ABI, and each constitutes a valid and binding
obligation of ABI enforceable in accordance with its terms other than in
connection with or in compliance with the provisions of the DGCL, the
Securities Act, the Exchange Act, the securities or "blue sky" laws of the
various states, and consents, authorizations, approvals, notices or
exemptions required under the BHC Act and the banking laws of the State of
Minnesota, no consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity, is
required on the part of JSC, ABI or any of the ABI Subsidiaries in
connection with the execution and delivery of this Agreement and the ABI
Plan of Merger by ABI or the consummation by ABI of the transactions
contemplated hereby and thereby.

(c) The execution and delivery of this Agreement and the Plans
of Merger do not, and the consummation of the Bank Transactions will not,
conflict with, or result in any violation of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or the loss of a benefit under, or the creation
of a lien, pledge, security interest or other encumbrance on assets (any
such conflict, violation, default, right of termination, cancellation or,
subject to the JSC/ABI Disclosure Letter, acceleration of any obligation
or the loss or creation, a "Violation"), pursuant to any provision of (i)
the ABI Certificate, the JSC Articles, the by-laws of ABI or the charter,
certificate or articles of incorporation or by-laws of any ABI Subsidiary
or (ii) any loan or credit agreement, note, mortgage, indenture, lease,
ABI Benefit Plan (as defined in Section 3.11) or other agreement,
obligation, instrument, permit, franchise, license, judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to JSC, ABI
or any ABI Subsidiary or their respective properties or assets, which
Violation pursuant to this clause (c) would have an ABI Material Adverse
Effect.

3.05. Financial Statements.

(a) The consolidated balance sheets of JSC and ABI,
respectively, as of December 31, 1994 and 1993 and the related
consolidated statements of operations, consolidated statements of cash
flows and consolidated statements of stockholders' equity for the three
years in the period ended December 31, 1994 (the "Latest Statement Date"),
accompanied by the unqualified opinions of KPMG Peat Marwick LLP, copies
of which have been furnished by ABI to Firstar; the unaudited consolidated
balance sheets of JSC and ABI respectively, as of September 30, 1995 and
the related consolidated statement of operations, consolidated statement
of stockholders' equity (but excluding the consolidated statement of cash
flows) for the nine months then ended, in the form prepared for JSC's and
ABI's respective internal use, copies of which have been furnished by JSC
and ABI respectively to Firstar; (collectively, the "ABI Financial
Statements"), have been prepared in accordance with generally accepted
accounting principles as utilized in the ABI Financial Statements applied
on a consistent basis (except as may be indicated therein or in the notes
thereto), and present fairly the consolidated financial conditions of JSC
and ABI, respectively, at the dates, and the consolidated results of
operations, changes in stockholders' equity and cash flows for the
periods, stated therein. In the case of interim fiscal periods, all
adjustments, consisting only of normal recurring items, which management
of JSC and ABI, respectively, believes necessary for a fair presentation
of such financial information, have been made, subject to year-end audit
adjustments, none of which could reasonably be expected to have an ABI
Material Adverse Effect.

(b) Except as and to the extent set forth on the consolidated
balance sheets of JSC and ABI, respectively, as of September 30, 1995, or
in the notes thereto, neither JSC, ABI nor any ABI Subsidiary has any
liabilities or obligations of any nature (whether accrued, absolute,
contingent or otherwise) that would be required to be reflected on a
balance sheet, or in the notes thereto, prepared in accordance with
generally accepted accounting principles, except (i) for liabilities or
obligations incurred in the ordinary course of business since the Latest
Statement Date that would not, individually or in the aggregate, have an
ABI Material Adverse Effect or (ii) as otherwise reflected in the ABI
Reports (as defined below) filed prior to the date of this Agreement.
Except as disclosed in the JSC/ABI Disclosure Letter, neither JSC, ABI nor
any ABI Subsidiary has any liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) that are not required
to be reflected on a balance sheet, or in the notes thereto, except for
liabilities or obligations that do not, individually or in the aggregate,
have an ABI Material Adverse Effect.

(c) Without limitation to the foregoing, ABI's consolidated
allowance for losses on loans by the bank subsidiaries of ABI (the "ABI
Banks") included in the ABI Financial Statements as of September 30, 1995
was $12,342,000, representing 1.676% of its total consolidated loans held
in portfolio. The amount of such allowance for losses on loans was
adequate to absorb reasonably expectable losses in the loan portfolios of
the "ABI Banks. To the knowledge of ABI, there are no facts which would
cause it to increase the level of such allowance for losses on loans. The
loan portfolios of the ABI Banks as of September 30, 1995 in excess of
such reserves are, to the knowledge of ABI and the ABI Banks, and based on
past loan loss experience, fully collectible in accordance with the terms
of the documentation relating to the loans in such portfolio. The
documentation relating to loans made by the ABI Banks and relating to all
security interests, mortgages and other liens with respect to all
collateral for such loans, taken as a whole, is adequate for the
enforcement of the material terms of such loans and of the related
security interests, mortgages and other liens. The terms of such loans
and of the related security interests, mortgages and other liens comply in
all material respects with all applicable laws, rules and regulations
(including laws, rules and regulations relating to the extension of
credit). Except as set forth in the JSC/ABI Disclosure Letter, (A) as of
September 30, 1995, there are no loans, leases, other extensions of credit
or commitments to extend credit of the ABI Banks that have been or should
in accordance with generally acceptable accounting principles, have been
classified by the ABI Banks as nonaccrual, as restructured, as 90 days
past due, as still accruing and doubtful of collection or any comparable
classification and (B) ABI has provided to Firstar true, correct and
complete in all material respects such written information concerning the
loan portfolios of the ABI Banks as Firstar as requested.

3.06. Reports. Since January 1, 1993, JSC, ABI and the ABI
Subsidiaries have filed all reports, registrations and statements,
together with any amendments required to be made with respect thereto,
that were and are required to be filed with (i) the Comptroller, (ii) the
FDIC, (iii) the Federal Reserve Board, and (iv) any other applicable
federal or state securities or bank authorities (all such reports and
statements are collectively referred to herein as the "ABI Reports"). As
of their respective dates, the ABI Reports filed prior to the date hereof
complied in all material respects with all of the statutes, rules and
regulations enforced or promulgated by the regulatory authority with which
they were filed (including, to the extent applicable, Rule 10b-5
promulgated under the Exchange Act) and did not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.

3.07. Authorizations; Compliance with Applicable Laws.

(a) JSC, ABI and the ABI Subsidiaries hold all authorizations,
permits, licenses, variances, exemptions, orders and approvals of all
Governmental Entities which are material to the operations of their
respective businesses (the "ABI Permits"). JSC, ABI and the ABI
Subsidiaries are in compliance with the terms of the ABI Permits, except
where the failure so to comply could not reasonably be expected to have a
ABI Material Adverse Effect. Except as disclosed in the ABI Reports filed
prior to the date of this Agreement or in the JSC/ABI Disclosure Letter,
the businesses of ABI and the ABI Subsidiaries are not being, and have not
been, conducted in violation of any domestic (federal, state or local) or
foreign law, statute, ordinance or regulation of any Governmental Entity
(collectively "Laws"), except for possible violations which individually
or in the aggregate do not and, insofar as reasonably can be foreseen, in
the future will not, have a ABI Material Adverse Effect. Except as set
forth in the JSC/ABI Disclosure Letter, as of the date hereof, no
investigation or review by any Governmental Entity with respect to ABI,
any of the ABI Subsidiaries or any ABI Property (as defined below) is
pending or, to the knowledge of ABI, threatened, nor has any Governmental
Entity indicated an intention to conduct the same.

(b) The JSC/ABI Disclosure Letter identifies each parcel of
real estate currently owned, leased or otherwise possessed or controlled
by ABI or any ABI Subsidiary on the date of this Agreement, including real
estate owned as a result of foreclosure ("OREO") and properties managed or
controlled by the ABI Banks in connection with their lending operations
(collectively, the "ABI Property"). Except as set forth in the JSC/ABI
Disclosure Letter, neither JSC nor any ABI Subsidiary nor any of the ABI
Property owned or leased by them for use in the operation of their
respective businesses is in violation of any applicable zoning ordinance
or other law, regulation or requirement relating to the operation of any
properties used, including, without limitation, applicable environmental
protection laws, rules and regulations (collectively, "Environmental
Laws"), other than violations that, in the aggregate with any other
conditions described in this Section 3.07(b), would not have an ABI
Material Adverse Effect; and neither JSC, ABI nor any ABI Subsidiary has
received any notice of any such violation, or the existence of any
condemnation proceeding with respect to any ABI Property. Except as set
forth in the JSC/ABI Disclosure Letter, no Toxic Substances (as defined
below) have been deposited or disposed of in, on or under any ABI Property
during the period in which ABI or any of the ABI Subsidiaries has owned,
occupied, managed, controlled or operated such properties, except to the
extent the same, in the aggregate with any other conditions described in
this Section 3.07(b), would not have an ABI Material Adverse Effect.
Except as set forth in the JSC/ABI Disclosure Letter, neither JSC nor ABI
have any knowledge (A) that prior owners, occupants or operators of all or
any part of the ABI Property ever used such properties as a dump or
gasoline service station, (B) that prior owners, occupants or operators of
all or part of the ABI Property ever deposited or disposed of or allowed
to be deposited or disposed of in, on or under such properties any Toxic
Substances or (C) that any past, present or known future event, condition,
circumstances, plans, errors or omissions have existed or occurred, are
existing or occurring or are reasonably expected to exist or occur on or
with respect to any ABI Property, or any other property as to which JSC,
ABI or any ABI Subsidiary has held or currently holds ownership or indicia
of ownership ("ABI Interested Property"), except as to the matters in
clauses (B) and (C) to the extent the same, in the aggregate with any
other conditions described in this Section 3.07(b), would not result in
costs that would be material to JSC, ABI and the ABI Subsidiaries taken as
a whole. To the knowledge of JSC, ABI or the ABI Subsidiaries, there are
no conditions or circumstances in connection with the ABI Property that
could reasonably be anticipated to (i) cause any ABI Property to be
subject to any restrictions on ownership, occupancy, use or
transferability under any applicable Environmental Laws or (ii) materially
reduce the value of any ABI Property. To the knowledge of JSC, ABI or the
ABI Subsidiaries, neither ABI nor any ABI Subsidiary has been identified
as a potentially responsible party by any Governmental Entity in a matter
arising under any Environmental Laws. For purposes of this Agreement, (1)
"Toxic Substances" shall mean petroleum or petroleum-based substance or
waste, PCBs, pesticides, herbicides, lead, radioactive materials, urea
formaldehyde foam insulation, or substances defined as "hazardous
substances" or "toxic substances" in any Environmental Laws; (2) materials
will be considered to be deposited or disposed of in, on or under any real
property if such materials have been stored, treated, recycled, used or
accidentally or intentionally spilled, released, dumped, emitted or
otherwise placed, deposited or disposed of, or used in any construction,
in, on or under such property; and (3) costs of violations or conditions
shall take into account, without limitation, liabilities, damages,
penalties, injunctive relief or removal, remediation or other costs under
any applicable Environmental Law.

3.08. Litigation and Claims. Except as disclosed in the ABI
Reports filed prior to the date of this Agreement or in the JSC/ABI
Disclosure Letter: (a) none of JSC, ABI, any of the ABI Subsidiaries or
any ABI Property is subject to any continuing order of, or written
agreement or memorandum of understanding with any federal or state banking
or insurance authority or other Governmental Entity, or any judgment,
order, writ, injunction, decree or award of any Governmental Entity or
arbitrator, including, without limitation, cease-and-desist or other
orders of any banking authority, (b) there is no action, suit, litigation,
proceeding or arbitration ("Proceeding") against or affecting ABI or any
ABI Subsidiary, to the knowledge of JSC or ABI, any directors, officers,
employees or agents of ABI or any Subsidiary of ABI (in their respective
capacities as directors, officers, employees or agents) pending or, to the
knowledge of JSC or ABI, threatened, which would, if adversely determined,
have an ABI Material Adverse Effect or, to the knowledge of JSC or ABI,
any basis therefor, and (c) there are no uncured material violations, or
violations with respect to which material refunds or restitutions may be
required, cited in any compliance report to ABI or any ABI Subsidiary as a
result of the examination by any bank regulatory authority.

3.09. Taxes. JSC, ABI and each ABI Subsidiary have filed all tax
returns required to be filed by them and have paid or have set up an
adequate reserve for the payment of, all taxes required to be paid as
shown on such returns, except to the extent such failure to pay or reserve
did not result in an ABI Material Adverse Effect and the most recent ABI
financial statements contained in the ABI Reports reflect an adequate
reserve for all taxes payable by JSC, ABI and the ABI Subsidiaries accrued
through the date of such financial statements. The JSC/ABI Disclosure
Letter sets forth, as of the date hereof, the following information with
respect to JSC, ABI and each Subsidiary: (a) the most recent tax year for
which the United States Internal Revenue Service ("IRS") has completed its
examination of such corporation, (b) whether there is an examination
pending by the IRS with respect to such corporation and, if so, the tax
years involved, (c) whether such corporation has executed or filed with
the IRS any agreement which is still in effect extending the period for
assessment and collection of any federal tax and, if so, the tax years
covered by such agreement and the expiration date of such extension, and
(d) whether there are any existing material disputes as to foreign, state,
or local taxes. There are no liens for taxes upon the assets of JSC, ABI
or any ABI Subsidiary, except for statutory liens for taxes not yet
delinquent or the validity of which is being contested in good faith by
appropriate proceedings and, in either case, only if adequate reserves
therefor have been established on JSC's or ABI's books in accordance with
generally accepted accounting principles. Except as disclosed in the
JSC/ABI Disclosure Letter, neither ABI, JSC nor any ABI Subsidiary is a
party to any action or proceeding by any governmental authority for
assessment and collection of taxes, and no claim for assessment and
collection of taxes has been asserted against any of them. For the
purpose of this Agreement, the term "tax" (including, with correlative
meaning, the terms "taxes" and "taxable") shall include all federal,
state, local and foreign income, profits, franchise, gross receipts,
payroll, sales, employment, use, personal and real property, withholding,
excise and other taxes, duties or assessments of any nature whatsoever,
together with all interest, penalties and additions imposed with respect
to such amounts. JSC, ABI and each ABI Subsidiary respectively, has
withheld from its employees (and timely paid to the appropriate
governmental agency) amounts which are proper and accurate in all material
respects for all periods through the date hereof in material compliance
with all tax withholding provisions of applicable federal, state, foreign
and local laws (including without limitation income, social security and
employment tax withholding for all types of compensation). Except as
disclosed in the JSC/ABI Disclosure Letter, neither ABI nor any ABI
Subsidiary has ever been a member of an affiliated group of corporations
(within the meaning of Section 1504(a) of the Code filing consolidated
federal income tax returns, other than the affiliated group of which ABI
is the common parent. Except as disclosed in the JSC/ABI Disclosure
Letter, to the knowledge of JSC or ABI, neither JSC, ABI nor any ABI
Subsidiary has made any payments, or been a party to an agreement that
under any circumstances could obligate it to make payments based upon the
consummation of the transactions contemplated hereby constituting a change
of the nature described in Section 280G(b)(2)(A)(i) of the Code, that are
or will not be deductible because of Section 280G of the Code.

3.10. Certain Agreements. Except as discussed in the ABI Reports
filed prior to the date of this Agreement or as disclosed in the JSC/ABI
Disclosure Letter, and except for this Agreement and the agreements
expressly contemplated hereby, neither JSC, ABI nor any ABI Subsidiary is
a party to any oral or written (i) consulting agreement not terminable on
60 days' or less notice or employment agreement or other agreement
providing any term of employment, compensation guarantee, or severance
benefit, (ii) union, guild or collective bargaining agreement, (iii)
agreement or plan, including any stock option plan, stock appreciation
right plan, restricted stock plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of the benefits of
which will be accelerated, by the occurrence of any of the transactions
contemplated by this Agreement or the value of any of the benefits of
which will be calculated on the basis of the transactions contemplated by
this Agreement, (iv) contract, agreement or understanding to repurchase
assets previously sold (or to indemnify or otherwise compensate the
purchaser in respect of such assets) other than repurchases of securities,
(v) contract containing covenants which limit the ability of JSC, ABI or
any ABI Subsidiary to compete in any line of business or with any person
or which involve any restriction of the geographical area in which, or
method by which, JSC, ABI or any ABI Subsidiary, as applicable may carry
on its business (other than as may be required by law or applicable
regulatory authorities), (vi) any contract, agreement or other instrument
or undertaking which is not terminable by JSC, ABI or any ABI Subsidiary
without additional payment or penalty within 60 days and obligates JSC,
ABI or any ABI Subsidiary for payments or other consideration with a value
in excess of $100,000, other than loan and deposit agreements entered into
in the ordinary course of business, or (vii) other executory material
agreement as defined by the instructions to Exhibit 10 under Item 601 of
SEC Regulation S-K. Except as set forth in the JSC/ABI Disclosure Letter,
neither JSC, ABI nor any of the ABI Subsidiaries is in Violation of any
loan or credit agreement, note, mortgage, indenture or other agreement,
obligation or instrument applicable to JSC, ABI or any ABI Subsidiary or
their respective properties or assets, except for any such Violations that
would not, individually or in the aggregate, have an ABI Material Adverse
Effect.

3.11. Benefit Plans.

(a) The JSC/ABI Disclosure Letter lists (i) each employee
bonus, incentive, deferred compensation, stock purchase, stock
appreciation right, stock option, fringe benefit and severance pay plan,
(ii) each pension, profit sharing, stock bonus, thrift, savings and
employee stock ownership plan, and (iii) every other employee benefit plan
(within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) (collectively "Benefit
Plans"), which JSC, ABI or any ABI Subsidiary maintains or to which JSC,
ABI or any ABI Subsidiary contributes on behalf of current or former
employees. Except as disclosed in the JSC/ABI Disclosure Letter, all of
the plans and programs listed in the JSC/ABI Disclosure Letter
(collectively, "ABI Benefit Plans") are in material compliance with all
applicable requirements of ERISA and all other applicable federal and
state laws, including without limitation the reporting and disclosure
requirements of Part 1 of Title I of ERISA. Each of the ABI Benefit Plans
that is intended to be a pension, profit sharing, stock bonus, thrift,
savings or employee stock ownership plan that is qualified under Section
401(a) of the Code has been determined by the IRS to qualify under Section
401(a) of the Code, and, except as disclosed in JSC/ABI Disclosure Letter,
to the knowledge of JSC, ABI or any ABI subsidiary, there exist no
circumstances that would adversely affect the qualified status of any such
ABI Benefit Plan under that section. No ABI Benefit Plan is a
"multi-employer plan" within the meaning of Section 3(37) of ERISA.
Except as set forth in the JSC/ABI Disclosure Letter, there is no pending
or, to the knowledge of JSC or ABI, threatened litigation, governmental
proceeding or investigation against or relating to any ABI Benefit Plan,
and to the knowledge of ABI there is no reasonable basis for any material
proceedings, claims, actions or proceedings against any Plan. Except as
set forth in the JSC/ABI Disclosure Letter, no ABI Benefit Plan has
engaged in a "prohibited transaction" (as defined in Section 406 of ERISA
and Section 4975(c) of the Code) since the date on which said sections
became applicable to such Plan, and no ABI Benefit Plan has engaged in a
transaction involving the purchase or sale of employer securities by such
Plan from or to a "disqualified person" (within the meaning of Section
4975 of the Code). Neither JSC, ABI nor any Subsidiary of ABI has
incurred any "accumulated funding deficiency" (within the meaning of
Section 412 of the Code), whether or not waived, with respect to any ABI
Benefit Plan. All ABI Benefit Plans that are group health plans, within
the meaning of Section 4980B of the Code or Section 601 of ERISA, have
been operated in material compliance with the group health plan
continuation coverage requirements of Section 4980B of the Code and
Section 601 of ERISA to the extent such requirements are applicable.

(b) ABI has delivered to Firstar copies of (i) each ABI Benefit
Plan, (ii) current summary plan descriptions of each ABI Benefit Plan for
which they are required, (iii) each trust agreement, insurance policy or
other instrument relating to the funding of any ABI Benefit Plan, (iv) the
most recent Annual Reports (Form 5500 series) and accompanying schedules
filed with the IRS or United States Department of Labor with respect to
each ABI Benefit Plan for which they are required, (v) the most recent
determination letter issued by the IRS with respect to each ABI Benefit
Plan that is intended to qualify under Section 401 of the Code, (vi) the
most recent available financial statements for each ABI Benefit Plan that
has assets, and (vii) the most recent audited financial statements for
each ABI Benefit Plan for which audited financial statements are required
by ERISA.

(c) The JSC/ABI Disclosure Letter describes any obligation that
JSC, ABI and/or any Subsidiaries of ABI has to provide health and welfare
benefits to retirees and other former employees or their dependents (other
than rights arising solely under Section 601 of ERISA or Section 4980B of
the Code or under Minnesota statutes requiring continuation of life
insurance) including information as to the number of retirees, other
former employees and dependents entitled to such coverage and their ages.

3.12. Insurance. The JSC/ABI Disclosure Letter identifies all
policies of insurance of ABI and each ABI Subsidiary during each of the
past three calendar years. ABI has delivered to Firstar correct and
complete copies of all material policies of insurance of ABI and the ABI
Subsidiaries currently in effect. Neither JSC, ABI nor any ABI Subsidiary
has any liability for material unpaid premiums or premium adjustments not
properly reflected on the ABI Financial Statements and no notice of
cancellation or termination has been received by JSC, ABI or any ABI
Subsidiary with respect to any material insurance policy currently in
effect. Within the last five years, neither JSC, ABI nor any ABI
Subsidiary has been refused any insurance with respect to any assets or
operations, nor has any coverage been limited in any material respect as
to any assets or operations, by any insurance carrier to which it has
applied for any such insurance or with which it has carried insurance
during the last five years.

3.13. Absence of Certain Changes or Events. Except as disclosed
in ABI Reports filed prior to the date of this Agreement or in the JSC/ABI
Disclosure Letter, and except as contemplated by this Agreement and the
Plan of Merger, from and after September 30, 1995 through the date of this
Agreement: (a) JSC, ABI and the ABI Subsidiaries have carried on their
respective businesses in the ordinary and usual course consistent with
past practices; (b) ABI has not amended the ABI Articles; (c) JSC has not
amended the JSC Articles; (d) neither JSC nor ABI has, respectively,
issued or sold any of its capital stock or made grants of its capital
stock, or issued or sold any corporate debt securities or otherwise
incurred debt which would be classified as long-term debt on its balance
sheet; (e) neither JSC nor ABI has granted any option for the purchase of
its capital stock, effected any stock split, or otherwise changed its
capitalization; (f) neither JSC nor ABI has declared, set aside, or paid
any dividend or other distribution in respect of its capital stock or,
directly or indirectly, redeemed or otherwise acquired any of its capital
stock; (g) neither JSC, ABI nor any ABI Subsidiary has (1) incurred any
material obligation or liability (absolute or contingent), except
obligations or liabilities incurred in the ordinary course of business, or
(2) mortgaged, pledged, or subjected to lien, claim, security interest,
charge, encumbrance or restriction any of its assets or properties, except
in the ordinary course of business; (h) neither JSC, ABI nor any ABI
Subsidiary has discharged or satisfied any material lien, mortgage,
pledge, claim, security interest, charge, encumbrance, or restriction or
paid any material obligation or liability (absolute or contingent), other
than in the ordinary course of business; (i) neither JSC, ABI nor any ABI
Subsidiary has sold, assigned, transferred, leased, exchanged, or
otherwise disposed of, other than in the ordinary course of business, any
of its properties or assets; (j) neither JSC, ABI nor any ABI Subsidiary
has increased the rate of compensation of, or paid any bonus to, any of
its directors or officers, except merit or promotion increases in
accordance with existing policy; entered into any new, or amended or
supplemented any existing, employment, management, consulting, deferred
compensation, severance, or other similar contract not heretofore provided
to Firstar; adopted, entered into, terminated, amended or modified any ABI
Benefit Plan in respect of any of present or former directors, officers or
other employees; or agreed to do any of the foregoing; (k) neither JSC,
ABI nor any ABI Subsidiary has suffered any material damage, destruction
or loss as the result of fire, explosion, earthquake, accident, casualty,
labor trouble, requisition or taking of property by any government or any
agency of any government, flood, windstorm, embargo, riot, act of God or
the enemy, or other similar or dissimilar casualty or event or otherwise,
and whether or not covered by insurance;(l) neither JSC, ABI nor any ABI
Subsidiary has canceled or compromised any debt to an extent exceeding
$250,000 owed to ABI or any ABI Subsidiary or claim to an extent exceeding
$250,000 asserted by ABI or any ABI Subsidiary; (m) neither JSC, ABI nor
any ABI Subsidiary has entered, or agreed to enter, into any agreement or
arrangement granting any right of refusal or other preferential right to
purchase any of its material assets, properties or rights or requiring the
consent of any party to the transfer and assignment of any such material
assets, properties or rights; (n) there has not been any other
transaction, commitment, dispute or other event or condition of any
character (whether or not in the ordinary course of business) individually
or in the aggregate having or which, insofar as reasonably can be
foreseen, in the future is reasonably likely to have, a ABI Material
Adverse Effect; and (o) there has not been any change in the method of
accounting or accounting practices of JSC, ABI or any of the ABI
Subsidiaries. Except as set forth in the JSC/ABI Disclosure Letter,
neither JSC nor ABI has any knowledge of the announced or anticipated
resignation of any executive officer or key employee of ABI or any of the
ABI Subsidiaries.

3.14. Properties, Leases and Other Agreements. Except as may be
reflected in the ABI Financial Statements, for any lien for current taxes
not yet delinquent, for pledges to secure deposits and for such other
liens, security interests, claims, charges, options or other encumbrances
and imperfections of title which do not materially affect the value of
personal or real property reflected in the ABI Financial Statements or
acquired since the date of such Statements and which do not materially
interfere with or impair the present and continued use of such property,
JSC, ABI and its Subsidiaries have good title, free and clear of any
liens, security interests, claims, charges, options or other encumbrances,
to all of the personal and real property reflected in the ABI Financial
Statements, and all personal and real property acquired since the date of
such Statements, except such personal and real property as has been
disposed of in the ordinary course of business. The JSC/ABI Disclosure
Letter lists all acquisitions or dispositions of capital assets planned as
of the date of this Agreement by JSC, ABI or any ABI Subsidiary, other
than individual transactions with a value not in excess of $100,000.
Substantially all ABI's and each ABI Subsidiary's buildings and equipment
in regular use (including such buildings and equipment as are leased) have
been well maintained and are in good and serviceable condition, reasonable
wear and tear excepted. The JSC/ABI Disclosure Letter contains a brief
description, including terms, of each lease for real or personal property
to which ABI or any ABI Subsidiary is a party. JSC, ABI or the applicable
ABI Subsidiary, as lessee, has a valid and existing leasehold interest
under each of such leases, true and correct copies of which ABI has
delivered to Firstar. There is not, under any of such leases relating to
real property or any other material leases, any material existing default
by JSC, ABI, the ABI Subsidiaries or, to the knowledge of JSC or ABI, any
other party thereto, or any event with notice or lapse of time or both
would constitute such a material default.

3.15. Opinion of Financial Advisor. ABI has received the opinion
of Piper Jaffray Inc. dated the date hereof to the effect that, as of the
date hereof, the consideration to be received in the Merger by ABI's
stockholders is fair to ABI's stockholders from a financial point of view,
a copy of which opinion has been delivered to Firstar.

3.16. Votes Required.

(a) The affirmative vote of holders of a majority of the
outstanding shares of JSC Common Stock is the only vote of the holders of
any class or series of JSC capital stock necessary to approve this
Agreement and the transactions contemplated hereby.

(b) The affirmative vote of holders of a majority of the
outstanding shares of ABI Common Stock is the only vote of the holders of
any class or series of ABI capital stock necessary to approve this
Agreement and the transactions contemplated hereby.

3.17. Tax Matters. To their knowledge, neither JSC nor ABI nor,
any of their affiliates has taken or agreed to take any action that would
prevent the Mergers from qualifying as one or more reorganizations under
Section 368(a)(1) of the Code.

3.18. Voting Agreements.

(a) Each of the stockholders of JSC identified in Exhibit
3.18(a) attached hereto has duly executed and delivered to Firstar a
written agreement to vote in favor of or consent to the JSC Merger (a
"Voting Agreement") in the form attached hereto as Exhibit 3.18(c). Each
such agreement constitutes a valid and binding obligation of the party
thereto other than Firstar, enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency, moratorium, and similar laws
and equitable principles.

(b) Each of the stockholders of ABI identified in Exhibit
3.18(b) attached hereto has duly executed and delivered to Firstar a
written agreement to vote in favor of or consent to the ABI Merger (a
"Voting Agreement") in the form attached hereto as Exhibit 3.18(d). Each
such agreement constitutes a valid and binding obligation of the party
thereto other than Firstar, enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency, moratorium, and similar laws
and equitable principles.

3.19. Affiliates.

(a) The JSC/ABI Disclosure Letter identifies persons who are
now "Affiliates" of JSC for purposes of Rule 145 under the Securities Act
("JSC Affiliates"). JSC has advised such persons of the restrictions
imposed by applicable securities laws upon the resale of Firstar Common
Stock delivered in connection with the Merger. Each person identified in
such letter has executed a written agreement substantially in the form
attached as Exhibit 3.19(a) hereto.

(b) The JSC/ABI Disclosure Letter identifies persons who are
now "Affiliates" of ABI for purposes of Rule 145 under the Securities Act
(together with the JSC Affiliates, "Affiliates"). ABI has advised such
persons of the restrictions imposed by applicable securities laws upon the
resale of Firstar Common Stock delivered in connection with the Merger.
Each person identified in such letter has executed a written agreement
substantially in the form attached as Exhibit 3.19(b) hereto.

3.20. Affiliate Transactions. Except as set forth in the JSC/ABI
Disclosure Letter, neither JSC, ABI nor any of the ABI Subsidiaries, nor
any executive officer or director of JSC or ABI, nor any member of the
immediate family of any such officer or director (which for the purposes
hereof shall mean a spouse, minor child or adult child living at the home
of any such officer or director), nor any entity which any of such person
"controls" (within the meaning of Regulation O of the Federal Reserve
Board), has any loan agreement, note or borrowing arrangement or any other
agreement with ABI or any of its Subsidiaries (other than normal
employment arrangements) or any interest in any property, real, personal
or mixed, tangible or intangible, used in or pertaining to the business of
ABI or any of the ABI Subsidiaries .

3.21. Interest Rate Risk Management Instruments.

(a) The JSC/ABI Disclosure Letter sets forth a true, correct
and complete list of all interest rate swaps, caps, floors and option
agreements and other interest rate risk management arrangements to which
JSC, ABI or any of the ABI Subsidiaries is a party or by which any of
their properties or assets may be bound. ABI has delivered or made
available to Firstar true, correct and complete copies of all such
interest rate risk management agreements and arrangements.

(b) All interest rate swaps, caps, floors and option agreements
to which ABI is subject and other interest rate risk management
arrangements to which ABI or any ABI Subsidiary is a party or by which any
of their respective properties or assets may be bound were entered into in
the ordinary course of business and, to JSC's or ABI's knowledge, in
accordance with prudent banking practice and applicable rules, regulations
and policies of the regulators to which ABI is subject and with
counterparties believed to be financially responsible at the time, are
legal, valid and binding obligations enforceable in accordance with their
terms, and are in full force and effect. JSC, ABI and each of the ABI
Subsidiaries has duly performed in all material respects all of its
obligations thereunder to the extent that such obligations to perform have
accrued; and to JSC's or ABI's knowledge, there are no breaches,
violations or defaults or allegations or assertions of such by any party
thereunder.

3.22. Regulatory Impediments. As of the date hereof, neither JSC
nor ABI is aware of the existence of any factor that would (i) materially
delay or materially hinder the issuance of any of the required regulatory
approvals necessary to consummate the Mergers, the Bank Mergers (as
defined in Section 5.15(b)), the Bank Divestitures (as defined in Section
5.15(a)) or the other transactions contemplated hereby, other than any
protests by nongovernmental parties or that would (ii) otherwise cause the
condition set forth in Section 8.01(b) not to be satisfied.

3.23. Full Disclosure. The representations and warranties of JSC
and ABI contained in this Agreement do not omit any material fact
necessary to make the statements contained therein,in light of the
circumstances under which they were made, not misleading. There is no
fact known to JSC or ABI which has not been disclosed to Firstar pursuant
to this Agreement, the JSC/ABI Disclosure Letter and the ABI Reports, all
taken together as a whole, which would reasonably be expected to have an
ABI Material Adverse Effect or a material adverse effect on the ability of
Firstar or ABI to consummate the transactions contemplated hereby.

3.24. No Discussions. As of the date of this Agreement, neither
JSC, ABI nor any ABI Subsidiary, nor any of its or their Representatives
(as defined in Section 5.02(f)), are, directly or indirectly, soliciting,
initiating or engaged in any discussions or other negotiations with, or
providing any information to, any third party concerning any possible
proposal regarding a Competing Transaction (as defined in Section
5.02(f)).

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF FIRSTAR AND SUB

Firstar and Sub, jointly and severally, represent and warrant to
JSC and ABI as follows:

4.01. Organization, Standing and Power. Firstar is a corporation
duly organized, validly existing and in active status under the laws of
the State of Wisconsin and has all requisite corporate power and authority
to own, lease and operate its properties and to carry on its business as
now being conducted, except where the failure to have such power or
authority would not have a material adverse effect on the business,
operations, prospects or financial condition of Firstar and its
Subsidiaries taken as a whole (a "Firstar Material Adverse Effect"). Sub
is a corporation duly organized, validly existing and in good standing
under the laws of the State of Minnesota and has all requisite corporate
power and authority to own, lease and operate its properties and to carry
on its business as now being conducted, except where the failure to have
such power or authority would not have a Firstar Material Adverse Effect.
Each of Firstar and Sub is qualified to do business and is in good
standing in each other state or foreign jurisdiction where its ownership
or leasing of property or the conduct of its business requires it to be so
qualified and where the failure to be so qualified would have a Firstar
Material Adverse Effect. Each of Firstar and Sub is registered as a bank
holding company with the Federal Reserve Board under the BHC Act. Firstar
has delivered to JSC and ABI true, accurate and complete copies of the
currently effective Restated Articles of Incorporation and By-laws of
Firstar, including all amendments thereto.

4.02. Firstar Subsidiaries. Except as set forth in the Firstar
Disclosure Letter (which is a letter delivered by Firstar and Sub to JSC
and ABI two days prior to the date hereof, the receipt thereof having
been acknowledged by JSC and ABI executing a copy thereof), Firstar
beneficially owns, directly or indirectly, all of the shares of the
outstanding capital stock of Sub and each of the Subsidiaries listed in
the Firstar Disclosure Letter (herein, including Sub, called collectively
the "Firstar Subsidiaries" or individually a "Firstar Subsidiary"), which
constitute Firstar's principal operating subsidiaries as of the date of
this Agreement. No equity securities of any of the Firstar Subsidiaries
are or may become required to be issued by reason of any option, warrants,
calls, rights or agreements of any character whatsoever; there are
outstanding no securities or rights convertible into or exchangeable for
shares of any capital stock of any Firstar Subsidiary; and there are no
other contracts, commitments, understandings or arrangements by which any
Firstar Subsidiary is bound to issue additional shares of its capital
stock or options, warrants, calls, rights or agreements to purchase or
acquire any additional shares of its capital stock. Except as provided
for under any applicable banking statute and except as set forth in the
Firstar Disclosure Letter, all of the shares of capital stock of each of
the Firstar Subsidiaries owned by Firstar are fully paid and nonassessable
(except as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law ("WBCL")) and are owned by it free and clear of any claim,
lien, encumbrance or agreement with respect thereto. Each Firstar
Subsidiary is a banking association or a corporation, in each case duly
organized, validly existing and in good standing or in active status under
the laws of its jurisdiction of incorporation, and has the corporate power
and authority to own or lease its properties and assets and to carry on
its business as it is now being conducted, except where the failure to
have such power or authority would not have a Firstar Material Adverse
Effect. The deposits of each Firstar Subsidiary that is a banking
institution and accepts deposits are insured by the FDIC to the extent
provided by law. Firstar has delivered to ABI true, accurate and complete
copies of the currently effective Articles of Incorporation and by-laws of
Sub.

4.03. Capital Structure. As of the date hereof, the authorized
capital stock of Firstar consists of 120,000,000 shares of Firstar Common
Stock, 2,500,000 shares of preferred stock, par value $1.00 and 38,775
shares of Series D Convertible Preferred Stock, no par value. Except as
contemplated in the Merger Agreements, as set forth in the Firstar
Disclosure Letter or as set forth in the most recent report of Firstar
filed with the SEC on Form 10-K or Form 10-Q, there are, as of the date of
the Merger Agreements, no outstanding options, warrants, calls, rights,
commitments or agreements of any character whatsoever to which Firstar or
any Firstar Subsidiary is a party or by which it is bound obligating
Firstar or any Firstar Subsidiary to issue, deliver or sell, or cause to
be issued, delivered or sold, additional shares of capital stock or any
Voting Debt securities of Firstar or of any Firstar Subsidiary or
obligating Firstar or any Firstar Subsidiary to grant, extend or enter
into any such option, warrant, call, right, commitment or agreement. All
outstanding shares of Firstar capital stock are, and the shares of Firstar
Common Stock to be issued pursuant to or as specifically contemplated by
the Merger Agreements will be, validly issued, fully paid and
nonassessable (except as provided in WBCL Section 180.0622(2)(b)) and not
subject to preemptive rights. As of the date hereof, the authorized
capital stock of Sub consists of 1,000 shares of common stock, $1.00 par
value, all of which are validly issued, fully paid and nonassessable and
owned by Firstar.

4.04. Authority. Firstar and Sub have all requisite corporate
power and authority to enter into this Agreement and the Plans of Merger
and to consummate the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement and the Plans of Merger and the
consummation of the transactions contemplated hereby and thereby have been
duly authorized by all necessary corporate action on the part of Firstar
and Sub. Approval of this Agreement and the Plans of Merger by
stockholders of Firstar is not required under the WBCL, the rules of the
New York Stock Exchange or otherwise. This Agreement and the Plans of
Merger have been duly executed and delivered by Firstar and Sub, and each
constitutes a valid and binding obligation of Firstar and Sub enforceable
in accordance with its terms. The execution and delivery of this
Agreement and the Plans of Merger do not, and the consummation of the
transactions contemplated hereby, including the Bank Transactions, will
not, result in any Violation pursuant to any provision of (a) the restated
articles of incorporation or by-laws of Firstar or any Firstar Subsidiary
or (b) any loan or credit agreement, note, mortgage, indenture, lease,
Benefit Plan maintained by Firstar or other agreement, obligation,
instrument, permit, franchise, license, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to Firstar or any Firstar
Subsidiary or their respective properties or assets, which Violation
pursuant to this clause (b) would have a Firstar Material Adverse Effect.
Other than in connection or in compliance with the provisions of the WBCL,
the DGCL and the MBCA, the banking laws of the State of Minnesota, the
Securities Act, the Exchange Act, the securities or blue sky laws of the
various states, and consents, authorizations, approvals, notices or
exemptions required under the BHC Act, no consent, approval, order or
authorization of, or registration, declaration or filing with, any
Governmental Entity is required on the part of Firstar or any Firstar
Subsidiary in connection with the execution and delivery of this Agreement
and the Plan of Merger or the consummation by Firstar or its Subsidiaries
of the transactions contemplated hereby and thereby, the failure to obtain
which would have a Firstar Material Adverse Effect.

4.05. Firstar Financial Statements. The consolidated balance
sheets of Firstar as of December 31, 1994 and 1993 and the related
consolidated statements of income, consolidated statements of cash flows
and consolidated statements of stockholders' equity for the three years in
the period ended December 31, 1994, accompanied by the unqualified opinion
of KPMG Peat Marwick LLP, copies of which have been furnished by Firstar
to ABI; the unaudited consolidated balance sheet of Firstar as of
September 30, 1995 and the related consolidated statement of income,
consolidated statement of cash flows and consolidated statement of
stockholders' equity for the nine months then ended, in the form prepared
for Firstar's internal use, copies of which have been furnished by Firstar
to ABI; and like financial information included in Forms 10-Q filed with
the SEC subsequent to the Latest Statement Date (collectively, the
"Firstar Financial Statements"), have been prepared in accordance with
generally accepted accounting principles as utilized in the Firstar
Financial Statements applied on a consistent basis (except as may be
indicated therein or in the notes thereto), and present fairly the
consolidated financial condition of Firstar at the dates, and the
consolidated results of operations, changes in stockholders' equity and
cash flows for the periods, stated therein. In the case of interim fiscal
periods, all adjustments, consisting only of normal recurring items, which
management of Firstar believes necessary for a fair presentation of such
financial information, have been made, subject to year-end audit
adjustments, none of which could reasonably be expected to have a Firstar
Material Adverse Effect .

4.06. Reports. Since January 1, 1993, Firstar and the Firstar
Subsidiaries have filed all reports, registrations and statements,
together with any amendments required to be made with respect thereto,
that were and are required to be filed with (i) the SEC, including but not
limited to Forms 10-K, Forms 10-Q, Forms 8-K and proxy statements, (ii)
the Federal Reserve Board, (iii) the Comptroller of the Currency, (iv) the
FDIC and (v) any other applicable federal or state securities or banking
authorities (all such reports and statements are collectively referred to
herein as the "Firstar Reports"). As of their respective dates, the
Firstar Reports filed prior to the date hereof complied and will comply in
all material respects with all of the statutes, rules and regulations
enforced or promulgated by the regulatory authority with which they were
filed (including, to the extent applicable, Rule 10b-5 promulgated under
the Exchange Act) and did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

4.07. Authorizations; Compliance with Applicable Laws. Firstar
and the Firstar Subsidiaries hold all authorizations, permits, licenses,
variances, exemptions, orders and approvals of all Governmental Entities
which are material to the operation of the businesses of Firstar and the
Firstar Subsidiaries taken as a whole (the "Firstar Permits"). Firstar
and the Firstar Subsidiaries are in compliance with the terms of the
Firstar Permits, except where the failure so to comply could not
reasonably be expected to have a Firstar Material Adverse Effect. Except
as disclosed in the Firstar Reports filed prior to the date of this
Agreement or the Firstar Disclosure Letter, the businesses of Firstar and
the Firstar Subsidiaries are not being conducted in violation of any Law,
except for possible violations which individually or in the aggregate do
not, and, insofar as reasonably can be foreseen, in the future will not,
have a Firstar Material Adverse Effect. Except as set forth in the
Firstar Disclosure Letter, as of the date hereof, no investigation or
review by an Governmental Entity with respect to Firstar or to any of the
Firstar Subsidiaries that would cause a Firstar Material Adverse Effect is
pending or, to the knowledge of Firstar, threatened, nor has any
Governmental Entity indicated an intention to conduct the same.

4.08. Litigation. Except as disclosed in the Firstar Reports
filed prior to the date of this Agreement or in the Firstar Disclosure
Letter, there is no Proceeding pending or, to the knowledge of Firstar,
threatened against or affecting Firstar or any Firstar Subsidiary which
would, if adversely determined, to have a Firstar Material Adverse Effect,
nor is there any judgment, order, writ, injunction, decree or award of any
Governmental Entity or arbitrator outstanding against Firstar or any
Firstar Subsidiary having, or which, insofar as reasonably can be
foreseen, in the future could have, any such effect.

4.09. Absence of Certain Changes or Events. Except as disclosed
in the Firstar Reports filed prior to the date of this Agreement or in the
Firstar Disclosure Letter, and except as contemplated by this Agreement
and the Plans of Merger, from and after January 1, 1995 through the date
of this Agreement: (a) Firstar and the Firstar Subsidiaries have
conducted their respective businesses only in the ordinary and usual
course consistent with past practice, (b) Firstar has not declared, set
aside or paid any dividend or other distribution in respect to any of
Firstar's capital stock, except for regular quarterly cash dividends not
exceeding $.34 per share on Firstar Common Stock with usual record and
payment dates for such dividends, (c) there has not been any transaction,
commitment, dispute or other event or condition of any character (whether
or not in the ordinary course of business) individually or in the
aggregate having or which, insofar as reasonably can be foreseen, in the
future is reasonably likely to have, a Firstar Material Adverse Effect and
(d) there has not been any material change in the method of accounting or
accounting practices of Firstar and the Firstar Subsidiaries.

4.10. Tax Matters. To the knowledge of Firstar, neither Firstar
nor any of its affiliates has through the date hereof taken or agreed to
take any action that would prevent the Mergers from qualifying as one or
more reorganizations under Section 368(a)(1)(A) of the Code.

4.11. Regulatory Impediments. As of the date hereof, Firstar is
not aware of the existence of any factor that would (i) materially delay
or materially hinder issuance of any of the required regulatory approvals
necessary to consummate the Mergers, the Bank Mergers (as defined in
Section 5.15(b)), the Bank Divestitures (as defined in Section 5.15(a)) or
the other transactions contemplated hereby, other than any protests by
nongovernmental parties or that would (ii) otherwise cause the condition
set forth in Section 8.01(b) not to be satisfied.

4.12. Full Disclosure. The representations and warranties of
Firstar contained in this Agreement do not omit any material fact
necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading. There is no
fact known to Firstar which has not been disclosed to JSC and ABI pursuant
to this Agreement, the Firstar Disclosure Letter and the Firstar Reports,
all taken together as a whole, which would reasonably be expected to have
a Firstar Material Adverse Effect or a material adverse effect on the
ability of Firstar to consummate the transactions contemplated hereby.

ARTICLE V
COVENANTS OF JSC AND ABI

5.01. Affirmative Covenants. JSC and ABI hereby covenant and
agree with Firstar that prior to the Effective Time or until the earlier
termination or abandonment of this Agreement in accordance with its terms,
unless the prior written consent of Firstar shall have been obtained and
except as otherwise contemplated herein, each will and will cause its
respective Subsidiaries to:

(a) operate its business only in the usual, regular and
ordinary course consistent with past practices;

(b) preserve substantially intact its business
organization and assets (except for acquisitions and
dispositions of assets in the ordinary course of business
consistent with past practices, unless otherwise required by the
terms of this Agreement), and maintain its rights and
franchises, and use its reasonable best efforts to retain the
services of its officers and key employees (except that it shall
have the right to terminate the employment of any officer or key
employee in accordance with established employment procedures)
and maintain its relationships with customers;

(c) maintain and keep its properties in as good repair and
condition as at present, except for depreciation due to ordinary
wear and tear;

(d) keep in full force and effect, insurance and bonds
comparable in amount and scope of coverage to that now
maintained by it;

(e) perform in all material respects all obligations
required to be performed by it under all material contracts,
leases, and documents relating to or affecting its assets,
properties, and business;

(f) comply with and perform in all material respects all
material obligations and duties imposed upon it by all Laws; and

(g) notify Firstar immediately by telephone, and
thereafter promptly confirm in writing, if any of the matters
described in Section 5.02(f) occurs, whether as a result of
action by JSC, ABI, any ABI Subsidiary or any Representatives
(as defined therein) of JSC or ABI, or if any person makes any
offer or other proposal concerning a Competing Transaction (as
defined in Section 5.02(f)); such notice shall include the name
of any person other than JSC, ABI, an ABI Subsidiary and their
Representatives involved in such matter and, after receipt of
any written offer or proposal from such person, a copy of any
written offers, proposals, agreements or other documents with
respect to such offer or proposal.

5.02. Negative Covenants. Except as specifically contemplated by
this Agreement, from the date hereof until the Effective Time, neither JSC
nor ABI shall do, or permit any of the ABI Subsidiaries to do, without the
prior written consent of Firstar, any of the following:

(a) incur any material liabilities or material
obligations, whether directly or by way of guaranty, including
any obligation for borrowed money whether or not evidenced by a
note, bond, debenture or similar instrument, except in the
ordinary course of business consistent with past practice;

(b) (i) grant any general increase in compensation to its
employees as a class, or to its officers or directors, except in
accordance with past practice or as required by law, or
increases which are not material, (ii) effect any change in
retirement benefits to any class of employees or officers
(unless any such change shall be required by applicable law)
which would increase its retirement benefit liabilities, (iii)
adopt, enter into, amend or modify any ABI Benefit Plan, or (iv)
enter into or amend any employment, severance or similar
agreements or arrangements with any directors or officers or
former directors or officers;

(c) declare or pay any dividend on, or make any other
distribution in respect of its outstanding shares of capital
stock, except (i) cash dividends from JSC to its stockholders,
(ii) regular quarterly cash dividends from ABI to its
stockholders in each calendar quarter between the date of this
Agreement and the Closing Date not to exceed $1.50 per share
through and including the calendar quarter ending September 30,
1996, and thereafter increasing to $2.00 per share per calendar
quarter (not to exceed 50% of net income for the preceding
calendar quarter, adjusted to restore any transaction-related
expenses and any entries requested by Firstar), and provided
that the stockholders of ABI shall not receive or be entitled to
receive in any calendar quarter dividends on both ABI Common
Stock and any Firstar Common Stock they receive in the ABI
Merger, (iii) cash or in kind distributions by JSC to the extent
the cash and cash equivalent assets of JSC exceed the
requirements of Section 8.02(n), and (iv) cash dividends by a
wholly-owned Subsidiary of ABI;

(d) (i) redeem, purchase or otherwise acquire any shares
of its capital stock or any securities or obligations
convertible into or exchangeable for any shares of its capital
stock, or any options, warrants, conversion or other rights to
acquire any shares of its capital stock or any such securities
or obligations; (ii) merge with or into any other corporation or
bank, permit any other corporation or bank to merge into it or
consolidate with, any other corporation or bank, or effect any
reorganization or recapitalization; (iii) purchase or otherwise
acquire any substantial portion of the assets, or more than 5%
of any class of stock, of any corporation, bank, or other
business; (iv) liquidate, sell, dispose of, or encumber any
assets or acquire any assets, except in the ordinary course of
its business consistent with past practice; or (v) split,
combine or reclassify any of its capital stock or issue or
authorize or propose the issuance of any other securities in
respect of, in lieu of or in substitution for shares of its
capital stock;

(e) issue, deliver, award, grant or sell, or authorize or
propose the issuance, delivery, award, grant or sale of, any
shares of its capital stock of any class (including shares held
in treasury), any Voting Debt or any securities convertible
into, or any rights, warrants or options to acquire, any such
shares, Voting Debt or convertible securities, other than
issuances by a wholly-owned ABI Subsidiary of its capital stock
to its parent;

(f) (i) initiate, solicit or encourage (including by way
of furnishing information or assistance) or take any other
action to facilitate, any inquiries or the making of any
proposal which constitutes, or may reasonably be expected to
lead to, any Competing Transaction (as such term is defined
below), or (ii) negotiate with any person in furtherance of such
inquiries or to obtain a Competing Transaction, or agree to
endorse any Competing Transaction, or authorize or permit any of
its officers, directors or employees or any investment banker,
financial advisor (including Piper Jaffray Inc.), attorney,
accountant or other representative retained by it or any of the
ABI Subsidiaries ("Representatives") to take any such action,
provided, however, that nothing contained in this clause (ii)
shall prohibit the Board of Directors of JSC or ABI from (i)
taking any such action or permitting any of its Representatives
to take any such action if the Board of Directors of JSC or ABI
is complying with its fiduciary duties to shareholders and such
Board based its determination of such fiduciary duties on a
written opinion of counsel or (ii) complying with Rules 14d-2
and 14e-2 promulgated under the Exchange Act with regard to a
Competing Transaction. ABI shall promptly notify Firstar orally
and in writing of all of the relevant details relating to all
inquiries and proposals which JSC or it may receive relating to
any of such matters. For purposes of this Agreement,"Competing
Transaction" shall mean any of the following involving JSC, ABI
or any of the ABI Subsidiaries: any merger, consolidation,
share exchange or other business combination; a sale, lease,
exchange, mortgage, pledge, transfer or other disposition of a
substantial portion of the consolidated assets of JSC, ABI and
the ABI Subsidiaries; a sale of shares of voting capital stock
constituting more than 10% of the voting capital stock of JSC or
ABI (or securities convertible or exchangeable into or otherwise
evidencing, or any agreement or instrument evidencing, the right
to acquire such voting capital stock); a tender offer or
exchange offer for at least 10% of the outstanding shares of JSC
Common Stock or ABI Common Stock; a solicitation of proxies in
opposition to approval of the JSC Merger by JSC's stockholders
or the ABI Merger by ABI's stockholders; or a public
announcement of a bona fide proposal, plan or intention to do
any of the foregoing;

(g) propose or adopt any amendments to its corporate
charter or by-laws in any way adverse to Firstar;

(h) authorize, recommend, propose or announce an intention
to authorize, recommend or propose, or enter into an agreement
in principle with respect to any acquisition of a material
amount of assets or securities or any release or relinquishment
of any material contract rights not in the ordinary course of
business;

(i) with respect to real properties leased by JSC, ABI or
any of the ABI Subsidiaries, renew, exercise an option to
extend, cancel or surrender any lease of real property or allow
any such lease to lapse, without prior consultation with
Firstar;

(j) change any of its methods of accounting in effect at
December 31, 1994, or change any of its methods of reporting
income or deductions for federal income tax purposes from those
employed in the preparation of the federal income tax returns
for the taxable year ending December 31, 1994, except as may be
required by law or generally accepted accounting principles;

(k) take action which would or is reasonably likely to (i)
adversely affect the ability of Firstar, JSC or ABI to obtain
any necessary approvals of governmental authorities required for
the transactions contemplated hereby, including the Bank
Transactions; (ii) adversely affect JSC's or ABI's respective
ability to perform its covenants and agreements under this
Agreement; or (iii) result in any of the conditions to the
Mergers set forth in Article VIII not being satisfied or in a
violation of any provision of the Voting Agreements;

(l) change the lending, investment, liability management
and other material policies concerning the banking business of
ABI and the ABI Subsidiaries, unless required by Law or order or
unless such change does not cause an ABI Material Adverse
Effect;

(m) purchase, renew or otherwise acquire any investment
security for its own account, except debt obligations issued by
the United States Treasury Department having a maturity at
issuance of not more than three years;

(n) pay any fees of any legal counsel, tax adviser or
certified public accountants retained in connection with the
Merger, including Lindquist & Vennum and KPMG Peat Marwick LLP,
calculated on a basis other than an hourly basis at the maximum
rates per hour set forth in the JSC/ABI Disclosure Letter, with
bills detailing such hours and hourly charges to be submitted to
JSC or ABI (and a copy provided to Firstar) prior to the JSC
Effective Time or pay any fees of an agent, broker, investment
banker, or financial advisor, including Piper Jaffray Inc.,
otherwise than in accordance with Section 7.05;

(o) purchase any equity securities (other than purchases
by JSC); or

(p) agree in writing or otherwise to do any of the
foregoing.

5.03. Letters of Accountants. At the request of Firstar, JSC and
ABI shall each use its best efforts to cause to be delivered to Firstar
"cold comfort" letters of KPMG Peat Marwick LLP, JSC's and ABI's
independent public accountants, dated the date on which the S-4 (as
defined below) shall become effective and the Closing Date, respectively,
and addressed to Firstar, in form and substance reasonably satisfactory to
Firstar and reasonably customary in scope and substance for letters
delivered by independent public accountants in connection with
registration statements similar to the S-4 and transactions such as those
contemplated by the Merger Agreements.

5.04. Access and Information. Except where prohibited by law,
upon reasonable notice, JSC and ABI shall (and shall cause the ABI
Subsidiaries to) afford to Firstar's officers, employees, accountants,
counsel and other representatives, access, from time to time during normal
business hours during the period prior to the JSC Effective Time, to all
books, papers and records relating to the assets, stock, properties,
operations, obligations and liabilities of JSC, ABI and the ABI
Subsidiaries, including without limitation all books of account, tax
records, minute books of directors' and stockholders' meetings, contracts
and agreements, filings with any regulatory authority, accountants' work
papers, litigation files (other than attorney work product or materials
protected by any attorney-client privilege), documents relating to assets
and title thereto, plans affecting employees, securities transfer records
and stockholder lists, and any books, papers and records relating to other
assets, business activities or prospects in which Firstar may have a
reasonable interest, including without limitation, its interest in
planning for integration and transition with respect to the business of
JSC, ABI and the ABI Subsidiaries. During such period, ABI will cause one
or more of its representatives to confer on a regular and frequent basis
with representatives of Firstar, to report on the general status of its
ongoing operations and to consult as to the making of any decisions or the
taking of any actions in matters other than in the ordinary course of
business. During such period, JSC and ABI shall (and shall cause each of
the ABI Subsidiaries to), except where prohibited by law, furnish promptly
to Firstar (i) a copy of each ABI Report filed or received by it during
such period pursuant to the requirements of federal securities laws, the
BHC Act and any other federal or state banking laws promptly after such
documents are available, (ii) the monthly financial statements of ABI and
the ABI Subsidiaries (as prepared by ABI in accordance with its normal
accounting procedures) promptly after such financial statements are
available, (iii) a summary of any action taken by the Board of Directors,
or any committee thereof, of JSC and ABI, respectively, (iv) minutes of
the JSC and ABI Boards of Directors meetings and the reports of management
of JSC, ABI and each of the ABI Subsidiaries customarily provided to their
respective Boards of Directors, and (v) all other information concerning
its business, properties and personnel as Firstar may reasonably request.
During such period, JSC and ABI shall, and shall cause the ABI
Subsidiaries to, instruct its officers, employees, counsel and accountants
to be available for, and respond to any questions of, Firstar's officers,
employees, accountants, counsel and other representatives at reasonable
hours and with reasonable notice by Firstar to such individuals, and to
cooperate fully with Firstar in planning for the integration of the
business of ABI and the ABI Subsidiaries with the business of Firstar and
its Subsidiaries.

5.05. Update Disclosure; Breaches.

(a) From and after the date hereof until the JSC Effective
Time, JSC and ABI shall promptly, but not less frequently than monthly,
update the JSC/ABI Disclosure Letter by notice to Firstar to reflect any
matters which have occurred from and after the date hereof which, if
existing on the date hereof, would have been required to be described
therein; provided, however, that no such update shall affect the
conditions to the obligation of Firstar and Sub to consummate the
transactions contemplated hereby, and any and all changes reflected in any
such update shall be considered in determining whether such conditions
have been satisfied.

(b) ABI shall, in the event it becomes aware of the impending
or threatened occurrence of any event or condition which would cause or
constitute a material breach (or would have caused or constituted a breach
had such event occurred or been known prior to the date hereof) of any of
its representations or agreements contained or referred to herein or which
would cause any of the conditions to the obligations of any party set
forth in Article VIII not to be satisfied, give prompt written notice
thereof to Firstar and use its best efforts to prevent or promptly remedy
the same.

5.06. Affiliates; Tax Treatment.

(a) JSC shall cause any person who becomes an Affiliate of JSC
after the date hereof, by virtue of becoming a director or officer of JSC
or any JSC Subsidiary, and shall use its best efforts to cause any other
person who becomes an Affiliate of JSC after the date hereof, and on or
prior to the Closing Date, to deliver to Firstar a written agreement
substantially in the form attached as Exhibit 3.19(a) hereto as soon as
practicable after attaining such status and advise such person of the
restrictions imposed by applicable securities laws upon the resale of
Firstar Common Stock delivered in connection with the JSC Merger.

(b) ABI shall cause any person who becomes an Affiliate of ABI
after the date hereof, by virtue of becoming a director or officer of ABI
or any ABI Subsidiary, and shall use its best efforts to cause any other
person who becomes an Affiliate of ABI after the date hereof, and on or
prior to the Closing Date, to deliver to Firstar a written agreement
substantially in the form attached as Exhibit 3.19(b) hereto as soon as
practicable after attaining such status and advise such person of the
restrictions imposed by applicable securities laws upon the resale of
Firstar Common Stock delivered in connection with the ABI Merger.

(c) JSC and ABI will each use its best efforts to cause the
Mergers to qualify as one or more reorganizations under Section 368(a)(1)
of the Code.

5.07. Dissent Process. JSC and ABI will each give to Firstar
prompt notice of its receipt of any written notice relating to the
exercise of dissenters' rights granted under Sections 302A.471 and
302A.473 of the MBCA or Section 262 of the DGCL, respectively, including
the name of the dissenting stockholder and the number of shares of stock
to which the dissent relates. Firstar will have the right to participate
in all negotiations and proceedings with the JSC or ABI stockholders
relating to any such notice or the exercise of such rights, and except as
required by law, neither JSC nor ABI will make any payment with respect
to, or settle or offer to settle, any dissent demands without the prior
written consent of Firstar.

5.08. Expenses.

(a) "Expenses" as used in this Agreement shall include all
reasonable out-of-pocket expenses (including all fees and
expenses of counsel, accountants, investment bankers, experts
and consultants to the party and its affiliates) incurred by a
party or on its behalf in connection with the consummation of
the transactions contemplated by this Agreement.

(b) Except as otherwise provided herein, all Expenses
incurred by Firstar (or Sub) and JSC or ABI in connection with
or related to the authorization, preparation and execution of
this Agreement and the Plans of Merger, the solicitation of
stockholder approvals and all other matters related to the
closing of the transactions contemplated hereby, including all
fees and expenses of agents, representatives, counsel and
accountants employed by either such party or its affiliates,
shall be borne solely and entirely by the party which has
incurred the same, except that the parties shall share equally
in the expense of printing the S-4 and the Proxy Statement (as
defined below) and the expense of all SEC and other regulatory
filing fees incurred in connection herewith.

5.09. Delivery of Shareholder Lists. JSC and ABI shall each
arrange to have its transfer agent deliver to Firstar or its designee,
from time to time prior to the Closing Date, a true and complete list
setting forth the names and addresses of all its stockholders of record,
their holdings of such stock as of the latest practicable date, and such
other stockholder information as is reasonably available that Firstar may
reasonably request.

5.10. Audited Financial Statements. JSC and ABI shall each use
its best efforts to cause its independent public accountants to deliver to
Firstar, by February 16, 1996, an audited consolidated financial report of
such entity as of and for the period ended December 31, 1995, and to make
available, by February 2, 1996, to Firstar and its independent public
accountants for their review the working papers of each such entity's
independent public accountants prepared in connection with such audit and
prior audits.

5.11. Accounting Matters. Immediately prior to the Closing Date,
after all anticipated loan losses have been charged off, ABI shall
increase its consolidated allowance for losses on loans to no less than an
amount requested by Firstar.

5.12. Shareholder Meetings.

(a) JSC shall call a meeting of its stockholders for the
purpose of voting upon the JSC Merger Agreements and related matters, and
deliver notice of such meeting, as part of the JSC Proxy Statement (as
defined below) to JSC stockholders in accordance with applicable law and
the JSC Articles. JSC shall coordinate and cooperate with Firstar with
respect to the timing of such meeting and shall use its best efforts to
hold such meeting as soon as practicable after the date hereof. Unless
otherwise required by law, JSC shall not, at such stockholders' meeting,
submit any other matter for approval of its stockholders (except with the
prior written consent of Firstar). JSC will, through its Board of
Directors, (i) recommend to its stockholders approval of such matters,
(ii) not withdraw, modify or amend such recommendations, and (iii) use its
best efforts to obtain such stockholder approval.

(b) ABI shall call a meeting of its stockholders for the
purpose of voting upon the ABI Merger Agreements and related matters,
(including approval of executive change of control severance and incentive
agreements, pursuant to Section 280G(b)(2)(A)(i) of the Code), and deliver
notice of such meeting, as part of the ABI Proxy Statement (as defined
below) to ABI stockholders in accordance with applicable law and the ABI
Certificate. ABI shall coordinate and cooperate with Firstar with respect
to the timing of such meeting and shall use its best efforts to hold such
meeting as soon as practicable after the date hereof. Unless otherwise
required by law, ABI shall not, at such stockholders' meeting, submit any
other matter for approval of its stockholders (except with the prior
written consent of Firstar). ABI will, through its Board of Directors,
(i) recommend to its stockholders approval of such matters, (ii) not
withdraw, modify or amend such recommendations, and (iii) use its best
efforts to obtain such stockholder approval.

5.13. Acquisitions of Real Estate. During the period prior to
the JSC Effective Time, ABI shall cause each ABI Subsidiary that proposes
to acquire ownership or possession of any real property (other than single
family residential real property), through foreclosure or repossession or
otherwise, to conduct an environmental assessment of such property meeting
the requirements described in Section 7.03 and any further environmental
investigation, sampling or analysis reasonably required to ensure that
such ABI Subsidiary shall not acquire ownership or possession of any real
property that is reasonably likely to cause the ABI Subsidiary to be
subject to or incur any liabilities, damages, penalties or removal,
remediation or other costs as a result of its ownership or control of the
property that will exceed the value of the property.

5.14. Processing Contracts. As soon as reasonably practicable
after the date hereof, ABI will give notice to the other parties under
such of ABI's agreements for credit card and merchant processing services,
trust processing services and data processing services as Firstar may
designate as to the intended termination of such parties' respective
agreements as soon as reasonably practicable after, and contingent on, the
ABI Merger. ABI will cooperate with Firstar in using its best efforts to
minimize any termination penalties under such agreements.

5.15. Bank Transactions.

(a) ABI will cooperate with Firstar in commencing the
divestiture by Firstar (the "Bank Divestitures") to be effective as soon
as reasonably practicable after the ABI Effective Time, of all ABI's stock
in American Bank Moorhead and American Bank Lake City (together, the
"Subject Banks"). Such cooperation shall include affording access, upon
reasonable prior notice, to officers, employees, accountants, counsel and
other representatives of potential third party purchasers designated by
Firstar during normal business hours from time to time during the period
prior to the JSC Effective Time, to all books, papers and records relating
to the assets, stock, properties, operations, obligations and liabilities
of the Subject Banks and other access and information of the scope
accorded Firstar under Section 5.04, provided that such third parties have
executed customary confidentiality agreements with ABI and Firstar.

(b) ABI will cooperate with Firstar in effecting the mergers of
American Bank, National Association and American Commercial Bank
(together, the "Primary ABI Banks"), respectively, into Sub's wholly owned
subsidiary, Firstar Bank Minnesota, N.A. (the "Bank Mergers" and, together
with the Bank Divestitures, the "Bank Transactions"), to be effective
immediately after the ABI Effective Time. Such cooperation shall include,
without limitation, the vote in favor of or consent to the Bank Mergers by
ABI, as a stockholder of the Primary ABI Banks. Firstar shall bear all
out-of-pocket expenses of the Bank Transactions.

ARTICLE VI
COVENANTS OF FIRSTAR AND SUB

6.01. Affirmative Covenants. Firstar hereby covenants and agrees
with JSC and ABI that prior to the Effective Times, unless the prior
written consent of JSC or ABI shall have been obtained (which consent
shall not be unreasonably withheld) and except as otherwise contemplated
herein, it will:

(a) maintain its corporate existence in good standing and
maintain all books and records in accordance with accounting
principles and practices as utilized in the Firstar Financial
Statements applied on a consistent basis, except as may be
required to implement changes in generally accepted accounting
principles; and

(b) conduct its business in a manner that does not violate
any Law, except for possible violations which individually or in
the aggregate do not, and, insofar as reasonably can be
foreseen, in the future will not, have a Firstar Material
Adverse Effect.

6.02. Negative Covenants. Except as specifically contemplated by
this Agreement, from the date hereof until the JSC Effective Time, Firstar
shall not do, or agree or commit to do, or permit any of its Subsidiaries
to do, without the prior written consent of JSC or ABI (which shall not be
unreasonably withheld) any of the following:

(a) propose or adopt any amendments to its corporate
charter or by-laws in any way adverse to JSC or ABI; provided,
however, that any amendment to the by-laws of Firstar to
increase the size of its Board of Directors shall not be deemed
adverse to ABI and any amendment to the Restated Articles of
Incorporation of Firstar effected solely by action of the Board
of Directors of Firstar shall not be deemed adverse to JSC or
ABI;

(b) take action which would or is reasonably likely to (i)
adversely affect the ability of Firstar, JSC or ABI to obtain
any necessary approvals of governmental authorities required for
the transactions contemplated hereby; (ii) adversely affect
Firstar's ability to perform its covenants and agreements under
this Agreement; or (iii) result in any of the conditions to the
Mergers set forth in Article VIII not being satisfied; or

6.03. Firstar Rights Plan. Nothing herein shall be deemed to
prohibit Firstar from (a) redeeming the Firstar Rights or (b) if the
Firstar Rights are so redeemed, entering into a new rights agreement
similar to the Firstar Rights Agreement; provided that, as to this clause
(b), the holders of JSC Common Stock and the holders of ABI Common Stock,
respectively, become entitled to any benefits thereof by virtue of the
Mergers or the Exchange Ratios are appropriately adjusted.

6.04. Breaches. Firstar shall, in the event it becomes aware of
the impending or threatened occurrence of any event or condition which
would cause or constitute a material breach (or would have caused or
constituted a breach had such event occurred or been known prior to the
date hereof) of any of its representations or agreements contained or
referred to herein or which would cause any of the conditions to the
obligations of any party set forth in Article VIII not to be satisfied,
give prompt written notice thereof to JSC and ABI and use its best efforts
to prevent or promptly remedy the same.

6.05. Stock Exchange Listing. Firstar shall use its best efforts
to cause the shares of Firstar Common Stock to be issued in the Mergers to
be approved for listing on the New York Stock Exchange ("NYSE"), subject
to official notice of issuance, prior to the Closing Date.

6.06. Firstar Benefit Plans. On or before the first January 1
that is at least 90 days after the JSC Effective Time, Firstar shall
provide to retained employees of ABI or of any ABI Subsidiary all
corporate-wide employee retirement, health, dental, life and long-term
disability benefits that Firstar and its subsidiaries provide to their
similarly situated employees, subject to the age and eligibility
requirements for such benefits. Firstar shall not rescind or restrict the
vesting of employee benefits, due under the current terms of the ABI
Benefit Plans, upon termination of any of the ABI Benefit Plans. Each
such employee's last continuous period of service prior to the JSC
Effective Time with ABI or any ABI Subsidiary shall count for purposes of
determining eligibility and vesting for all such benefits, including but
not limited to any severance or early retirement benefits. If such
coverage under the Firstar benefits is not provided immediately after the
JSC Effective Time, Firstar shall continue the ABI plans until the
comparable coverage is effective under Firstar's plans so that no lapse in
benefits occurs. Without limiting the generality of the foregoing, no
preexisting condition limits shall be applied to participants in ABI
Benefit Plans upon their eligibility for such Firstar benefits (except for
continuation of any such limits that were in effect under the applicable
ABI Benefit Plans). From the date of the execution of this Agreement
through the date six months following the Effective Time, any severance
paid pursuant to either the ABI Plan or program or the Firstar Plan or
program shall be determined by applying the benefit formula under the ABI
Plan or program. From and after the date six months following the
Effective Time, any severance paid pursuant to either the ABI Plan or
program or the Firstar Plan or program shall be determined by applying the
benefit formula under the Firstar Plan or program, after crediting ABI
employees for cumulative periods of service as employees of ABI or
Firstar. Notwithstanding anything to the contrary above, Firstar shall
provide to Victor P. Reim ("Reim") upon consummation of the transaction
contemplated hereby, health benefits until age 65, comparable to those
offered to its active employees from time to time at a cost to Reim not
exceeding the lesser of (i) the portion of the cost of such benefits paid
by retired Firstar employees with 35 years of service or (ii) 50% of the
cost of such benefits (as determined by Firstar pursuant to Code Section
4980B).

6.07. Tax Treatment. Firstar will use its best efforts to cause
the Mergers to qualify as one or more reorganizations under Section
368(a)(1) of the Code.

ARTICLE VII
ADDITIONAL AGREEMENTS

7.01. Filings and Approvals.

(a) Firstar will use all reasonable efforts and JSC and ABI
will cooperate with Firstar in the preparation and filing, as soon as
practicable, of all applications or other documents required to obtain the
requisite approvals of and consents to the Mergers, the Bank Transactions
and the other transactions contemplated by this Agreement, from the
Federal Reserve Board, the Minnesota Commissioner, the FDIC and the
Comptroller, as applicable, and from any other applicable bank regulatory
authorities and provide copies of nonconfidential portions of such
applications, filings and related correspondence to the other parties.
ABI will, and will cause the ABI Banks to, permit Firstar to prepare the
applications for approval of the Bank Transactions. Prior to filing each
application, notice or other documents with the applicable regulatory
authority, each party will provide the other party with an opportunity to
review and comment on the nonconfidential portions of each such
application, notice or other document. Each party shall ensure that
none of the information supplied or to be supplied by it for inclusion or
incorporation by reference in any documents to be filed with the Federal
Reserve Board, the Minnesota Commissioner, the FDIC, the Comptroller or
any other regulatory agency in connection with the transactions
contemplated hereby will, at the time of filing, contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein. Subject to the terms and conditions herein provided,
each party will use all reasonable efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary, proper
or advisable to cause the conditions set forth in Article VIII to be
satisfied, including participating in any required hearings or
proceedings, and to consummate and make effective as promptly as
practicable the transactions contemplated by this Agreement. Each party
shall keep the other advised of all material regulatory developments in a
timely manner.

(b) In the event of a restraining order or injunction which
prevents the Closings by reason of the operation of Section 8.01(d), ABI,
Firstar and Sub shall use their respective best efforts to cause such
order or injunction to be lifted and the Closings to be consummated as
soon as reasonably practicable.

7.02. Registration Statement.

(a) For the purposes of (i) holding a meeting of the
stockholders of JSC to approve the JSC Merger Agreements and the JSC
Merger (the "JSC Meeting"); (ii) holding a meeting of the stockholders of
ABI to approve the ABI Merger Agreements and the ABI Merger (the "ABI
Meeting", and together with the JSC Meeting, the "Meetings") and (iii)
registering the Firstar Common Stock to be issued to holders of JSC Common
Stock and to minority holders of ABI Common Stock in connection with the
Mergers with the SEC and with applicable state securities authorities,
Firstar will use all reasonable efforts and JSC and ABI will cooperate in
the preparation of an appropriate registration statement (such
registration statement, together with all and any amendments and
supplements thereto, being herein referred to as the "S-4"), which shall
include a joint prospectus of Firstar and proxy statement of JSC (the "JSC
Prospectus") and a joint prospectus of Firstar and proxy statement of ABI
(the "ABI Proxy Statement" and, together with the JSC Proxy Statement, the
"Proxy Statement") that shall satisfy all applicable requirements of the
Securities Act, the Exchange Act, applicable state securities laws and the
rules and regulations thereunder.

(b) Firstar shall furnish such information concerning Firstar
as is necessary in order to cause the Proxy Statement, insofar as it
relates to Firstar, to be prepared in accordance with Section 7.02(a).
Firstar agrees promptly to advise JSC and ABI if any time prior to the
Meeting any information provided by Firstar in the Proxy Statement becomes
incorrect or incomplete in any material respect, and to provide the
information needed to correct such inaccuracy or omission. At the time
the S-4 becomes effective and at the time the Proxy Statement is mailed to
the stockholders of JSC and ABI and at all times subsequent to such
mailing up to and including the time of the Meeting, the S-4 and such
Proxy Statement (including any amendments or supplements thereto), with
respect to all information set forth therein relating to Firstar
(including the Firstar Subsidiaries) and the Firstar Common Stock, this
Agreement, the Mergers and all other transactions contemplated hereby,
will (a) comply in all material respects with applicable provisions of the
Securities Act and the Exchange Act, and (b) not contain any untrue
statement of material fact or omit to state a material fact required to be
stated therein or necessary to make the statements contained therein, in
light of the circumstances under which they are made, not misleading.

(c) JSC and ABI shall furnish Firstar with such information
concerning JSC, ABI and the ABI Subsidiaries as is necessary in order to
cause the Proxy Statement, insofar as it relates to JSC, ABI and the ABI
Subsidiaries, to be prepared in accordance with Section 7.02(a). ABI
agrees promptly to advise Firstar if at any time prior to the Meeting any
information provided by ABI in the Proxy Statement becomes incorrect or
incomplete in any material respect, and to provide Firstar with the
information needed to correct such inaccuracy or omission. At the time
the S-4 becomes effective and at the time the JSC Proxy Statement is
mailed to the stockholders of JSC and the ABI Proxy Statement is mailed to
the stockholders of ABI and at all times subsequent to such mailings up to
and including the time of the Meetings, the S-4 and the Proxy Statement
(including any supplements thereto), with respect to all information set
forth therein relating to JSC, ABI (including the ABI Subsidiaries) and
their stockholders, JSC Common Stock, ABI Common Stock, this Agreement,
the Mergers and all other transactions contemplated hereby will (a) comply
in all material respects with applicable provisions of the Securities Act
and the Exchange Act, and (b) not contain any untrue statement of material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements contained therein, in light of the
circumstances under which they are made, not misleading.

(d) Firstar shall promptly file the S-4 with the SEC and
applicable state securities agencies. Firstar shall use reasonable
efforts to cause the S-4 to become effective under the Securities Act and
applicable state securities laws at the earliest practicable date. ABI
authorizes Firstar to utilize in the S-4 the information concerning ABI
and its Subsidiaries provided to Firstar for the purpose of inclusion in
the Proxy Statement. JSC and ABI shall have the right to review and
comment on the forms of proxy statement included in the S-4. Firstar
shall advise ABI promptly when the S-4 has become effective and of any
supplements or amendments thereto, and Firstar shall furnish ABI with
copies of all such documents. Prior to the JSC Effective Time or the
termination of this Agreement, each party shall consult with the other
with respect to any material (other than the Proxy Statement) that might
constitute a "prospectus" relating to the Mergers within the meaning of
the Securities Act.

7.03. Environmental Audits. Firstar shall engage, at ABI's
expense, an environmental consulting engineering firm, reasonably
acceptable to ABI, to perform environmental site assessments of all ABI
Property (other than single family residential real property)
(collectively, the "Audited Properties") which shall satisfy the American
Society of Testing and Materials "Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process" (ASTM
Designation: E-1527-93) (the "Environmental Audits") and render reports of
the Environmental Audits (the "Environmental Reports") to determine, to
Firstar's satisfaction, whether there are any indications or evidence that
(i) any Toxic Substance has been stored, deposited, treated, recycled,
used or accidentally or intentionally disposed of, discharged, spilled,
released, dumped, emitted or otherwise placed on, under or at, or used in
any construction on, any such Audited Property, (ii) any such Audited
Property is contaminated by or contains any Toxic Substance or (iii) any
violations of Environmental Laws have occurred or are likely to occur on
any Audited Property. The scope of the Environmental Audits shall include
any testing or sampling of materials to determine, to Firstar's
satisfaction, whether any cleanup, removal, remedial action or other
response ("Remediation Action") is required to bring the Audited
Properties into material compliance with Environmental Laws or to
eliminate any condition that could result in a material liability as a
result of the ownership, lease, operation or use of any Audited Property,
and the estimated cost of such Remediation Action. Firstar will use
reasonable efforts to engage an environmental consulting engineering firm
within 10 days of the date hereof and Firstar and ABI will use reasonable
efforts to cause the Environmental Audits to be completed within 45 days
of the date hereof. ABI shall use reasonable efforts to cause the
Remediation Actions to be completed within six months of the date hereof.
The actual costs of such Remediation Action, whether paid, billed or to be
billed, are the "Remediation Costs." Nothing contained in the
Environmental Reports shall diminish or expand JSC's and ABI's obligations
with respect to the representations and warranties in Section 3.07 or
affect the consequences of any such representation or warranty proving to
have been untrue, incomplete or misleading in any respect.

7.04. Reports.

(a) Prior to the Effective Time, (i) JSC and ABI shall prepare
and file as and when required all ABI Reports and (ii) Firstar shall
prepare and file as and when required all Firstar Reports.

(b) JSC, ABI and Firstar shall prepare such ABI Reports and
Firstar Reports, respectively, such that (i) they comply in all material
respects with all of the statutes, rules and regulations enforced or
promulgated by the regulatory authority with which they are filed and do
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they
were made, not misleading, and (ii) with respect to any ABI Reports or
Firstar Reports containing financial information of the type included in
the ABI Financial Statements or the Firstar Financial Statements,
respectively, the financial information (A) is prepared in accordance with
generally accepted accounting principles as utilized in the ABI Financial
Statements or the Firstar Financial Statements, as the case may be,
applied on a consistent basis (except as stated therein or in the notes
thereto), (B) presents fairly the consolidated financial condition of ABI
or Firstar, as the case may be, at the dates, and the consolidated results
of operations and cash flows for the periods, stated therein and (C) in
the case of interim fiscal periods, reflects all adjustments, consisting
only of normal recurring items, subject to year-end audit adjustments.

7.05. Brokers or Finders. Each of Firstar, JSC and ABI
represents, as to itself, its Subsidiaries and its affiliates, that no
agent, broker, investment banker, financial advisor or other firm or
person is or will be entitled to any broker's or finder's fee or any other
commission or similar fee in connection with any of the transactions
contemplated by this Agreement, except Piper Jaffray Inc., whose fees and
expenses will be paid by ABI solely in accordance with ABI's agreement
dated May 24, 1995 with such firm (a correct and complete copy of which
has been delivered by ABI to Firstar prior to the date of this Agreement),
and each of Firstar, JSC and ABI respectively agree to indemnify and hold
the other harmless from and against any and all claims, liabilities or
obligations with respect to any other fees, commissions or expenses
asserted by any person on the basis of any act or statement alleged to
have been made by such party or its affiliate. JSC and ABI represent that
neither they nor the ABI Subsidiaries has paid or agreed to pay any fee to
its legal counsel, Lindquist & Vennum, or its certified public
accountants, KPMG Peat Marwick LLP, other than on the basis set forth in
Section 5.02(n) in connection with the transactions contemplated by this
Agreement.

7.06. Additional Agreements; Reasonable Efforts. Subject to the
terms and conditions of this Agreement, each of the parties hereto agrees
to use all reasonable efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper or advisable
under applicable laws and regulations to consummate and make effective the
transactions contemplated by this Agreement, subject to the appropriate
vote of the stockholders of JSC described in Section 8.01(a)(i), the
appropriate vote of the stockholders of ABI described in Section
8.01(a)(ii), including cooperating fully with the other party. In case at
any time after the JSC Effective Time any further action is reasonably
necessary or desirable to carry out the purposes of this Agreement or to
vest Sub with full title to all properties, assets, rights, approvals,
immunities and franchises of either of Sub or ABI, the proper officers and
directors of each party to this Agreement shall take all such necessary
action.

7.07. Indemnification and Insurance.

(a) From and after the Effective Time, Firstar shall indemnify,
defend and hold harmless each person who is now, or has been at any time
prior to the date hereof or who becomes prior to the Effective Time, an
officer or director of JSC and/or ABI or any of the ABI Subsidiaries (the
"Indemnified Parties") against all losses, claims, damages, costs,
expenses (including reasonable attorneys' fees), liabilities or judgments
or amounts that are paid in settlement (which settlement shall require the
prior written consent of Firstar, which consent shall not be unreasonably
withheld) of or in connection with any claim, action, suit, proceeding or
investigation (a "Claim") in which an Indemnified Party is, or is
threatened to be made, a party or a witness based in whole or in part on
or arising in whole or in part out of the fact that such person is or was
a director or officer of JSC and/or ABI or any of the ABI Subsidiaries if
such Claim pertains to any matter or fact arising, existing or occurring
prior to the Effective Time (including, without limitation, the Merger and
other transactions contemplated by this Agreement), regardless of whether
such Claim is asserted or claimed prior to, at or after the Effective Time
(the "Indemnified Liabilities") to the fullest extent permitted under
applicable Delaware, Minnesota or federal law as of the date hereof or as
amended prior to the Effective Time and under the JSC Articles or JSC
bylaws or the ABI Certificate and ABI bylaws as in effect on the date
hereof (and Firstar shall pay expenses in advance of the final disposition
of any such action or proceeding to each Indemnified Party to the full
extent permitted by law, upon receipt of any undertaking contemplated by
Section 8.05(a) of the Bylaws of Firstar). Any Indemnified Party wishing
to claim indemnification under this Section 7.07(a) upon learning of any
Claim, shall notify Firstar (but the failure to so notify Firstar shall
not relieve Firstar from any liability which Firstar may have under this
Section 7.07(a) except to the extent Firstar is prejudiced thereby) and
shall deliver to Firstar any undertaking contemplated by Section 8.05(a)
of the bylaws of Firstar. Notwithstanding the foregoing, the Indemnified
Parties as a group may retain only one law firm to represent them with
respect to each matter under this Section 7.07(a) unless there is, under
applicable standards of professional conduct, a conflict on any one
significant issue between the positions of any two or more Indemnified
Parties. Firstar shall use its best efforts to assure, to the extent
permitted under applicable law, that all limitations of liability existing
in favor of the Indemnified Parties as provided in either the JSC Articles
and JSC bylaws or the ABI Certificate, ABI's bylaws, as the case may be,
as in effect as of the date hereof, with respect to claims or liabilities
arising from facts or events existing or occurring prior to the Effective
Time (including, without limitation, the transactions contemplated by this
Agreement), shall survive the Merger. The obligations of Firstar
described in this Section 7.07(a) shall continue in full force and effect,
without any amendment thereto, for a period of not less than five years
from the Effective Time; provided, however, that all rights to
indemnification in respect of any Claim asserted or made within such
period shall continue until the final disposition of such Claim.

(b) From and after the Effective Time, the directors, officers,
and employees of JSC and ABI and the ABI Subsidiaries who become
directors, officers or employees of Firstar or any of its Subsidiaries,
except for the indemnification rights set forth in Section 7.07(a), shall
have indemnification rights with prospective application only. The
prospective indemnification rights shall consist of such rights to which
directors, officers and employees for Firstar are entitled under the
provisions of the Restated Articles of Incorporation of Firstar or similar
governing documents of Firstar and its Subsidiaries, as in effect from
time to time after the Effective Time, as applicable, and provisions of
applicable law as in effect from time to time after the Effective Date.

(c) The obligations of Firstar provided under Section 7.07(a)
are intended to benefit, and be enforceable against Firstar directly by,
the Indemnified Parties, and shall be binding on all respective successors
to Firstar.

(d) For three years from and after the Effective Time, Firstar
will maintain or cause Sub to maintain JSC's current insurance policy for
directors' and officers' liabilities or an equivalent policy having terms
and conditions no less favorable to all present and former directors and
officers of JSC, ABI and the ABI Subsidiaries who are covered by such
current insurance policy than those in effect for such persons on the date
of this Agreement; provided, however, that (i) Firstar's obligation under
this subsection (d) shall be satisfied as to any year at such time as
Firstar and/or Sub shall have incurred annual costs to maintain insurance
in accordance with this subsection equal to 150% of the annual premium
charge heretofore paid by JSC and ABI and (ii) such directors and officers
may be required to make application and provide customary representations
and warranties to Firstar's insurance carrier for the purpose of obtaining
such coverage.

ARTICLE VIII
CONDITIONS PRECEDENT

8.01. Conditions to Each Party's Obligation to Effect the
Mergers. The respective obligations of each party to effect the Mergers
shall be subject to the satisfaction prior to the Closing Date of the
following conditions:

(a) Corporate Approval.

(i) The JSC Merger Agreements shall have been
approved and adopted by the requisite vote of the holders
of the outstanding shares of JSC Common Stock.

(ii) The ABI Merger Agreements shall have been
approved and adopted by the requisite vote of the holders
of the outstanding shares of ABI Common Stock.

(b) Regulatory Approvals. The Merger Agreements, the
Mergers and, unless waived by Firstar, the Bank Mergers shall
have been approved by the Federal Reserve Board, the
Comptroller, the FDIC and the Minnesota Commissioner, as
applicable, and any other applicable bank regulatory authorities
without any term or condition, as reasonably and in good faith
determined by Firstar, that (i) is not customarily contained in
approvals of similar transactions granted by such regulators,
(ii) would have an ABI Material Adverse Effect or (iii) would
materially and adversely impact the benefits of the Mergers or
the Bank Mergers that had been anticipated by Firstar as of the
date hereof. All conditions required to be satisfied prior to
the Effective Times imposed by the terms of such approvals shall
have been satisfied and all waiting periods relating to such
approvals shall have expired.

(c) S-4; Securities Laws. The S-4 shall have become
effective under the Securities Act and shall not be the subject
of any stop order or proceedings seeking a stop order. Firstar
shall have received all state securities or "blue sky" permits,
exemptions or permits under applicable takeover laws and other
authorizations necessary to issue the Firstar Common Stock in
exchange for the JSC Common Stock and the minority shares of ABI
Common Stock and to consummate the Mergers.

(d) No Injunctions or Restraints. No temporary
restraining order, preliminary or permanent injunction or other
order issued by any court of competent jurisdiction or other
legal restraint or prohibition (an "Injunction") preventing the
consummation of the Mergers shall be in effect.

(e) Listing of Firstar Common Stock. The Firstar Common
Stock issuable in the Mergers shall have been authorized for
listing on the New York Stock Exchange, upon official notice of
issuance.

(f) Tax Opinion. An opinion of Lindquist & Vennum, to the
effect that (i) the Mergers will be treated for federal income
tax purposes as one or more reorganizations within the meaning
of Section 368(a) of the Code, (ii) Firstar, Sub, JSC and ABI
will each be a party to that reorganization within the meaning
of Section 368(b) of the Code, (iii) the shareholders of JSC and
ABI will not recognize any gain or loss to the extent that such
shareholders exchange shares of JSC or ABI Common Stock solely
for shares of Firstar Common Stock in the Merger, (iv) the basis
of the Firstar Common Stock received by a JSC or ABI shareholder
who exchanges JSC or ABI Common Stock solely for Firstar Common
Stock in the Merger will be the same as the basis of the JSC or
ABI Common Stock surrendered in exchange therefor (subject to
any adjustments required as a result of the receipt of cash in
lieu of a fractional share of Firstar Common Stock), (v) the
holding period of the Firstar Common Stock received by a JSC or
ABI shareholder receiving Firstar Common Stock will include the
period during which the JSC or ABI Common Stock surrendered in
exchange thereof was held (provided that the JSC or ABI Common
Stock of such JSC or ABI stockholder was held as a capital asset
at the Effective Time), (vi) cash received by a JSC or ABI
shareholder in lieu of a fractional share interest of Firstar
Common Stock will be treated as having been received as a
distribution in full payment in exchange for the fractional
share interest in Firstar Common Stock which he/she would
otherwise be entitled to receive, dated on or about the dates
that are each two business days prior to the dates the JSC Proxy
Statement and the ABI Proxy Statement are first mailed to
stockholders of JSC and ABI, respectively, shall have been
delivered to ABI and to Firstar and shall not have been
withdrawn or modified in any material respect.

(g) Fairness Opinion.

(i) JSC shall have received, in form reasonably
satisfactory to JSC, an opinion of Piper Jaffray Inc.,
dated as of the date of the JSC Proxy Statement,
substantially to the effect that the consideration to be
received in the Merger by JSC's stockholders is fair to
such stockholders from a financial point of view, which
opinion may be included in the JSC Proxy Statement.
Notwithstanding the foregoing, this condition shall be
deemed waived if the JSC Proxy Statement is mailed to
JSC's stockholders without such opinion.

(ii) ABI shall have received, in form reasonably
satisfactory to ABI, an opinion of Piper Jaffray Inc.,
dated as of the date of the ABI Proxy Statements,
substantially to the effect that the consideration to be
received in the Merger by ABI's stockholders is fair to
such stockholders from a financial point of view, which
opinion may be included in the ABI Proxy Statement.
Notwithstanding the foregoing, this condition shall be
deemed waived if the ABI Proxy Statement is mailed to
ABI's stockholders without such opinion.

8.02. Conditions to Obligations of Firstar and Sub. The
obligations of Firstar and Sub to effect the Mergers are subject to the
satisfaction of the following conditions, unless waived in writing by
Firstar and Sub:

(a) Representations and Warranties. (i) Each of the
representations and warranties of JSC and ABI set forth in this
Agreement, without giving effect to any update to the JSC/ABI
Disclosure Letter or notice to Firstar under Section 5.05, shall
be true and correct in all material respects (except that where
any statement in a representation or warranty expressly includes
a standard of materiality, such statement shall be true and
correct in all respects) as of the date of this Agreement, and
(except to the extent such representations and warranties speak
as of an earlier date) as of the Closing Date as though made on
and as of the Closing Date , except for changes expressly
contemplated by this Agreement, and (ii) Firstar and Sub shall
have received certificates to such effect signed on behalf of
ABI by its chief executive officer and its chief financial
officer and on behalf of JSC by its chief executive officer.

(b) Performance of Obligations of ABI. JSC and ABI shall
have performed in all material respects each of the obligations
required to be performed by it under this Agreement and the
Plans of Merger at or prior to the Closing Date, and Firstar and
Sub shall have received certificates to such signed on behalf of
ABI by its chief executive officer and its chief financial
officer and on behalf of JSC by its chief executive officer.

(c) Consents Under Agreements. JSC and ABI shall have
obtained the consent or approval of each person whose consent or
approval shall be required in order to permit the succession by
Sub pursuant to the Mergers to any obligation, right or interest
of JSC, ABI or any ABI Subsidiary under any loan or credit
agreement, note, mortgage, indenture, lease or other agreement
or instrument, except those for which failure to obtain such
consents and approvals would not, individually or in the
aggregate, have an ABI Material Adverse Effect, whether prior to
or following the consummation of the transactions contemplated
hereby.

(d) No Amendments to Resolutions.

(i) Neither the Board of Directors of JSC nor any
committee thereof shall have a) amended, modified,
rescinded or repealed the resolutions adopted by the
Board of Directors of JSC at a meeting duly called and
held on January 10, 1996 (accurate and complete copies of
which have been provided to Firstar) in any manner that
adversely affects Firstar or b) adopted any other
resolutions in connection with this Agreement and the
transactions contemplated hereby inconsistent with such
resolutions in any manner that adversely affects Firstar.

(ii) Neither the Board of Directors of ABI nor any
committee thereof shall have (i) amended, modified,
rescinded or repealed the resolutions adopted by the
Board of Directors of ABI at a meeting duly called and
held on January 10, 1996 (accurate and complete copies of
which have been provided to Firstar) in any manner that
adversely affects Firstar or (ii) adopted any other
resolutions in connection with this Agreement and the
transactions contemplated hereby inconsistent with such
resolutions in any manner that adversely affects Firstar.

(e) No Material Adverse Change. There shall have been no
material adverse change since the date of this Agreement in the
business, operations, prospects or financial condition of JSC,
ABI or any ABI Subsidiary other than any such change
attributable to or resulting from any change in law, regulation
or generally accepted accounting principles which impairs both
ABI and Firstar in a substantially similar manner, and Firstar
and Sub shall have received certificates to such effect signed
on behalf of ABI by its chief executive officer and its chief
financial officer and on behalf of JSC by its chief executive
officer.

(f) No Proceeding or Litigation. No material action, suit
or proceeding before any court or any governmental or regulatory
authority shall be pending against Firstar, ABI or any
affiliate, associate, officer or director of either of them
(other than litigation commenced by Firstar or any of its
affiliates so long as no order or injunction of a court of
competent jurisdiction is in effect in such litigation on the
Closing Date that does restrain, enjoin or prevent the Closing),
seeking to restrain, enjoin, prevent, change or rescind the
transactions contemplated hereby or questioning the validity or
legality of any such transactions.

(g) Accountant's Review Letters. Firstar shall have
received the letters described in Section 5.03 regarding the ABI
Financial Statements.

(h) Opinion of Counsel. ABI shall have delivered to
Firstar an opinion of its counsel, Lindquist & Vennum, dated as
of the Closing Date and in form and substance satisfactory to
the counsel of Firstar, to the effect that: (i) ABI is a
corporation validly existing and in good standing under the laws
of Delaware with full corporate power and authority to enter
into this Agreement and the ABI Plan of Merger and to consummate
the transactions contemplated thereby; (ii) JSC is a corporation
validly existing and in good standing under the law of Minnesota
with full corporate power and authority to enter into this
Agreement and the JSC Plan of Merger and to consummate the
transactions contemplated thereby; (iii) JSC and ABI are each
registered as a bank holding company under the BHC Act; (iv) ABI
has the corporate power to consummate the transactions on its
part contemplated by this Agreement and the ABI Plan of Merger,
(v) JSC has the corporate power to consummate the transactions
on its part contemplated by this Agreement and the JSC Plan of
Merger; (vi) this Agreement, the Plans of Merger and the
Investment Agreement have been duly and validly authorized,
executed and delivered on behalf of JSC and/or ABI, as
applicable, and constitute (subject to standard exceptions to
enforceability arising from the bankruptcy laws and rules of
equity and to claims relating to conformance with fiduciary
obligations) valid and binding agreements of JSC and/ or ABI, as
applicable; (vii) the execution of the ABI Articles of Merger
and the Certificate of Merger by ABI has been duly and validly
authorized; (viii) the execution of the JSC Articles of Merger
by JSC has been duly and validly authorized; (ix) neither the
execution and delivery of this Agreement and the Plans of Merger
by JSC and/or ABI, as applicable, and the consummation of the
transactions contemplated hereby, nor the consummation of the
Bank Transactions, result in or will result in a Violation
pursuant to any provision of the JSC Articles, the ABI
Certificate, the by-laws of JSC or ABI, the charter, certificate
or articles of incorporation or by-laws of any ABI Subsidiary,
the MBCA, the DGCL, or to the knowledge of such counsel, any
agreement included in a certificate delivered to such counsel
and Firstar by the chief executive officer and the chief
financial officer of ABI and JSC, respectively, setting forth
all agreements to which JSC, ABI or any ABI Subsidiary is a
party that are material to JSC, ABI or any of ABI Subsidiaries;
and (x) in the course of the preparation of the S-4 and Proxy
Statement such counsel has considered the information set forth
therein relating to JSC and ABI in light of the matters required
to be set forth therein, and has participated in conferences
with officers and representatives of JSC, ABI and Firstar,
including their respective counsel and independent public
accountants, during the course of which the contents of the S-4
and the Proxy Statement and related matters relating to JSC and
ABI were discussed. Such counsel has not independently checked
the accuracy or completeness of, or otherwise verified, and
accordingly is not passing upon, and does not assume
responsibility for, the accuracy, completeness or fairness of
the statements contained in the S-4 or the Proxy Statement; and
such counsel has relied as to materiality, to a large extent,
upon the judgment of officers and representatives of JSC, ABI
and Firstar. However, as a result of such consideration and
participation, nothing has come to such counsel's attention
which causes such counsel to believe that the S-4 (other than
the financial statements, financial data, statistical data and
supporting schedules included therein, and information relating
to or supplied by Firstar as to which such counsel expresses no
belief), at the time it became effective, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the Proxy Statement
(other than the financial statements, financial data,
statistical data and supporting schedules included therein, and
information relating to or supplied by Firstar, as to which such
counsel expresses no belief), at the time the S-4 became
effective, included any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.

(i) Allowance for Losses on Loans. As of and on the
Closing Date, ABI's consolidated allowance for losses on loans
after all anticipated loan losses have been charged off shall
not be less an amount requested by Firstar.

(j) (i) Outstanding Common Stock. As of the Closing
Date, the number of outstanding shares of ABI Common
Stock shall not be greater than 920,948.

(ii) As of the Closing Date, the number of
outstanding shares of JSC Common Stock shall not be
greater than 34,983.

(k) Fees. All fees referred to in Section 5.02(n) shall
have been paid by ABI or accrued on the consolidated balance
sheet of ABI.

(l) Environmental Matters. The Remediation Actions shall
have been completed, or ABI shall have made adequate financial
provision for completion of the Remediation Actions.

(m) Bank Mergers. The Bank Mergers shall have been
approved by the Federal Reserve, the Comptroller, the FDIC and
the Minnesota Commissioner, as applicable, and any other
applicable bank or regulatory authorities without any condition
not reasonably satisfactory to Firstar and all conditions
required to be satisfied prior to consummation of the Bank
Mergers, other than the JSC Merger and the ABI Mergers, shall
have been satisfied.

(n) JSC Assets. (i) The parent company only balance
sheet of JSC as of the Closing Date, prepared in accordance with
generally accepted accounting principles shall show JSC's
investment in its 473,535 shares of ABI Common Stock and at
least $10,000,000 in cash and cash equivalent assets, net of all
current and deferred liabilities; and (ii) Firstar and Sub shall
have received a certificate to such effect signed on behalf of
JSC by its chief executive officer.

8.03. Conditions to Obligations of JSC and ABI. The obligation
of JSC and ABI to effect the Mergers is subject to the satisfaction of the
following conditions, unless waived by JSC and ABI:

(a) Representations and Warranties. (i) Each of the
representations and warranties of Firstar and Sub set forth in
this Agreement, without giving effect to any notice to ABI
pursuant to Section 6.04, shall be true and correct in all
material respects (except that where any statement in a
representation or warranty expressly includes a standard of
materiality, such statement shall be true and correct in all
respects) as of the date of this Agreement and (except to the
extent such representations speak as of an earlier date) as of
the Closing Date as though made on and as of the Closing Date
(except for changes expressly contemplated by this Agreement,
and (iii) JSC and ABI shall have received a certificate to such
effect signed on behalf of Firstar by the chief executive
officer and by the chief financial officer of Firstar.

(b) Performance of Obligations of Firstar and Sub.
Firstar and Sub shall have performed in all material respects
each of the obligations required to be performed by them under
this Agreement and the Plan of Merger at or prior to the Closing
Date, and JSC and ABI shall have received a certificate to such
effect signed on behalf of Firstar by the chief executive
officer and by the chief financial officer of Firstar.

(c) Consents Under Agreements. Firstar shall have
obtained the consent or approval of each person whose consent or
approval shall be required in connection with the transactions
contemplated hereby under any loan or credit agreement, note,
mortgage, indenture, lease or other agreement or instrument,
except those for which failure to obtain such consents and
approvals would not, individually or in the aggregate, have a
Firstar Material Adverse Effect whether prior to or following
the consummation of the transactions contemplated hereby.

(d) No Amendments to Resolutions. Neither the Board of
Directors of Firstar nor any committee thereof shall have
amended, modified, rescinded or repealed the resolutions adopted
by the Board of Directors of Firstar on October 19, 1995 or
adopted any other resolutions in connection with this Agreement
and the transactions contemplated hereby inconsistent with such
resolutions.

(e) Opinion of Counsel. Firstar shall have delivered to
JSC and ABI an opinion of Howard H. Hopwood III, Senior Vice
President and General Counsel of Firstar, dated as of the
Closing Date and in form and substance reasonably satisfactory
to the counsel of JSC and ABI, to the effect that: (i) each of
Firstar and Sub is a corporation validly existing under the laws
of its jurisdiction of incorporation with full corporate power
and authority to enter into this Agreement and the Plans of
Merger and to consummate the transactions contemplated thereby;
(ii) all corporate proceedings on the part of Firstar and Sub
necessary to be taken in connection with the Mergers and (except
for the filing of the Certificate of Merger, the JSC Articles of
Merger and the ABI Articles of Merger) necessary to make same
effective have been duly and validly taken; (iii) this Agreement
has been duly and validly authorized, executed and delivered on
behalf of Firstar and constitutes (subject to standard
exceptions to enforceability arising from the bankruptcy laws
and rules of equity) a valid and binding agreement of Firstar;
(iv) the execution of the Certificate of Merger and Articles of
Merger by Firstar and Sub has been duly and validly authorized;
(v) the shares of Firstar Common Stock to be issued in the
Mergers will, when issued, be duly authorized, validly issued,
fully paid and non-assessable (except as provided in Section
180.0622(2)(b) of the WBCL); and (vi) in the course of the
preparation of the S-4 and the Proxy Statement such counsel has
considered the information set forth therein relating to Firstar
in light of the matters required to be set forth therein, and
has participated in conferences with officers and
representatives of JSC, ABI and Firstar, including their
respective counsel and independent public accountants, during
the course of which the contents of the S-4 and the Proxy
Statement and related matters relating to Firstar were
discussed. Such counsel has not independently checked the
accuracy or completeness of, or otherwise verified, and
accordingly is not passing upon, and does not assume
responsibility for, the accuracy, completeness or fairness of
the statements contained in the S-4 or the Proxy Statement; and
such counsel has relied as to materiality, to a large extent,
upon the judgment of officers and representatives of JSC, ABI
and Firstar. However, as a result of such consideration and
participation, nothing has come to such counsel's attention
which causes such counsel to believe that the S-4 (other than
the financial statements, financial data, statistical data and
supporting schedules included therein, and information relating
to or supplied by JSC and ABI, as to which such counsel
expresses no belief), at the time it became effective, contained
any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading or that the Proxy
Statement (other than the financial statements, financial data,
statistical data and supporting schedules included therein, and
information relating to or supplied by ABI, as to which such
counsel expresses no belief), at the time the S-4 became
effective, included any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.

(f) No Material Adverse Change. There shall have been no
material adverse change since the date of this Agreement in the
business, operations, prospects or financial condition of
Firstar and the Firstar Subsidiaries taken as a whole, other
than any such change attributable to or resulting from any
change in law, regulation or generally accepted accounting
principles which impairs both JSC and ABI, on the one hand, and
Firstar, on the other hand, in a substantially similar manner,
and JSC and ABI shall have received a certificate to such effect
signed on behalf of Firstar by the chief executive officer and
by the chief financial officer of Firstar.

(g) No Proceeding or Litigation. No material action, suit
or proceeding before any court or any governmental or regulatory
authority shall be pending against any officer or director of
JSC or ABI (other than litigation commenced by JSC or ABI or any
of its affiliates so long as no order or injunction of a court
of competent jurisdiction is in effect in such litigation on the
Closing Date that does restrain, enjoin or prevent the
Closings), seeking to restrain, enjoin, prevent, change or
rescind the transactions contemplated hereby or questioning the
validity or legality of any such transactions,where such action,
suit or proceeding is reasonably likely to result in material
personal liability to such officer(s) or director(s) (other than
liability reasonably likely to be covered by indemnification
and/or insurance).

ARTICLE IX
TERMINATION AND AMENDMENT

9.01. Termination.

(a) This Agreement and the Plans of Merger may be terminated at
any time prior to the JSC Effective Time, whether before or after approval
of the matters presented in connection with the Mergers by the respective
stockholders of JSC and ABI:

(i) by mutual consent of the Board of Directors or
Interstate Banking and Acquisitions Committee (the "Committee")
of Firstar, and the Boards of Directors of JSC and ABI;

(ii) by Firstar or ABI (A) if there has been a breach in
any material respect of any representation, warranty, covenant
or agreement on the part of JSC and ABI, on the one hand, or
Firstar and Sub, on the other hand, set forth in this Agreement,
or (B) if the representations and warranties of JSC and ABI, on
the one hand, or Firstar and Sub, on the other hand, shall be
discovered to have become materially untrue in the aggregate, in
either case which breach or other condition has not been cured
within 10 business days following receipt by the nonterminating
party of notice of such breach or other condition;

(iii) by Firstar and Sub, on the one hand, or JSC and ABI,
on the other hand, if any permanent Injunction preventing the
consummation of the Merger shall have become final and
nonappealable;

(iv) by the Board of Directors or Committee of Firstar or
the Boards of Directors of JSC and ABI if the Mergers shall not
have been consummated before December 31, 1996, for a reason
other than the failure of the terminating party to comply with
its obligations under this Agreement;

(v) by the Board of Directors or Committee of Firstar or
the Boards of Directors of JSC and ABI if (A) the Federal
Reserve Board, the Minnesota Commissioner, or other applicable
bank regulatory authority has denied approval of either of the
Mergers and neither Firstar, JSC nor ABI has, within 30 days
after the entry of the order denying such approval, filed a
petition seeking review of such order as provided by applicable
law or (B) any such petition for review has been denied;

(vi) by JSC, ABI or Firstar, if (A) this Agreement and the
ABI Merger are not duly approved by the stockholders of ABI
after a vote thereon at a meeting of ABI's stockholders (or any
adjournment thereof) duly called and held for such purpose; or
(B) this Agreement and the JSC Merger are not duly approved by
the stockholders of JSC after a vote thereon at a meeting of
JSC's stockholders (or any adjournment thereof) duly called and
held for such purpose;

(vii) by the Board of Directors or Committee of Firstar if
(A) the Federal Reserve Board, the FDIC, the Comptroller or
Minnesota Commissioner, as applicable, or other applicable bank
regulatory authority has denied approval of either of the Bank
Mergers and neither Firstar nor ABI has, within 30 days after
the entry of the order denying such approval, filed a petition
seeking review of such order as provided by applicable law or
(B) any such petition for review has been denied; or

(viii) by the Board of Directors of JSC and ABI if the
Remediation Costs, as defined in Section 7.03, exceed
$2,000,000; or

(ix) by the Boards of Directors of JSC and ABI if (i) the
Market Value of Firstar Common Stock is less than $30.00 and
(ii) the number obtained by dividing the Firstar Average Price
by the closing price of Firstar Common Stock as reported on the
consolidated tape of the NYSE on the trading day immediately
preceding the public announcement of this Agreement is less than
the number obtaining by dividing the Final Index Price (as
defined in subsection (b) below) by the Initial Index Price (as
defined in subsection (b) below) and subtracting .15 from such
quotient; or

(x) by the Boards of Directors of JSC and ABI or by the
Board of Directors or Committee of Firstar if the Market Value
of Firstar Common Stock is less than $20.625.

(b) For purposes of this Section 9.01:

(i) The "Index Group" shall mean all of those companies
listed on Exhibit 9.01 the common stock of which is publicly
traded and as to which there is no pending publicly announced
proposal at any time during the Twelve-Day Calculation Period
for such company to acquire another company or companies in
transactions with a value exceeding 10% of the acquiror's market
capitalization or for such company to be acquired.

(ii) The "Initial Index Price" shall mean the average of
the per share closing prices of the common stock of the
companies comprising the Index Group, as reported on the
consolidated transactions reporting system for the market or
exchange on which such common stock is principally traded, on
the trading day immediately preceding the public announcement of
this Agreement.

(iii) The "Final Price" of any company belonging to the
Index Group shall mean the average of the daily closing sale
prices of a share of common stock of such company, as reported
in the consolidated transaction reporting system for the market
or exchange on which such common stock is principally traded,
during the Twelve-Day Calculation Period.

(iv) The "Final Index Price" shall mean the average of the
Final Prices for all of the companies comprising the Index
Group.

(v) The "Twelve-Day Calculation Period" shall mean the
twelve (12) consecutive trading days ending and including the
trading day preceding the trading day immediately preceding the
date of the Meetings.

(vi) The "Firstar Average Price" shall be the average of
the daily closing sale prices of a share of Firstar Common Stock
during the Twelve Day Calculation Period as reported on the New
York Stock Exchange Composite Tape.

If Firstar or any company belonging to the Index Group declares a stock
dividend or effects a reclassification, recapitalization, split-up,
combination, exchange of shares or similar transaction between the date of
this Agreement and the date of the Meetings, the closing prices for the
common stock of such company shall be appropriately adjusted for the
purposes of the definitions above so as to be comparable to the price on
the date of this Agreement.

9.02. Investigation and Review. Subject to the next following
sentence, at any time on or prior to the 30th day following the date of
this Agreement, Firstar may, by action of its Board of Directors, elect to
terminate this Agreement on behalf of Firstar and Sub as a result of any
information obtained in the course of its investigation and review of the
loan portfolios or fiduciary accounts of the ABI Subsidiaries or
information set forth in the JSC/ABI Disclosure Letter which, in the good
faith opinion of Firstar's Board of Directors, has or is reasonably likely
to have an ABI Material Adverse Effect. Nothing in this Section 9.02
shall be construed (i) to limit the period of time during which Firstar
may conduct its investigation and review of JSC and ABI, (ii) to limit any
duty of JSC and ABI otherwise to cooperate with the investigation and
review by Firstar subsequent to the period established pursuant to the
first sentence of this section, or (iii) to limit or qualify in any
respect the representations and warranties of JSC and ABI to Firstar set
forth in this Agreement as a result of any such investigation and review.

9.03. Effect of Termination. In the event of termination of this
Agreement by JSC, ABI, Firstar or Sub as provided in Section 9 .01, this
Agreement and the Plans of Merger shall forthwith become void and there
shall be no liability or obligation on the part of Firstar, Sub, JSC or
ABI or their respective officers or directors except (a) with respect to
Sections 5.08, 7.05,9.06, and 9.07 (b) with respect to the representations
and warranties contained in Article III insofar as they relate to the
Voting Agreements and (c) to the extent that such termination results from
the willful breach by a party hereto of any of its representations,
warranties, covenants or agreements set forth in this Agreement.

9.04. Amendment. Subject to the last sentence of this Section 9
.03, this Agreement and the JSC Plan of Merger may be amended by the
parties hereto by action taken or authorized by their respective Boards of
Directors (or, in the case of Firstar, the Committee) at any time before
or after approval of the matters presented in connection with the JSC
Merger by the stockholders of JSC, but after any such approval, no
amendment shall be made which changes in any manner adverse to such
stockholders the consideration to be provided pursuant to the JSC Merger
Agreements. Subject to the next following sentence, this Agreement and
the ABI Plan of Merger may be amended by the parties hereto by action
taken or authorized by their respective Boards of Directors (or, in the
case of Firstar, the Committee) at any time before or after approval of
the matters presented in connection with the ABI Merger by the
stockholders of ABI, but after any such approval by the stockholders of
ABI, no amendment shall be made which changes in any manner adverse to
such stockholders the consideration to be provided to such stockholders
pursuant to the ABI Merger Agreements. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.

9.05. Extension; Waiver. At any time prior to the JSC Effective
Time, Firstar and Sub, on the one hand, and JSC and ABI, on the other
hand, by action taken or authorized by their respective Boards of
Directors (or, in the case of Firstar, the Committee), may, to the extent
legally allowed, (i) extend the time for the performance of any of the
obligations or other acts of the other party hereto, (ii) waive any
inaccuracies in the representations and warranties of the other contained
herein or in any document delivered by the other pursuant hereto, and
(iii) waive compliance by the other with any of the agreements or
conditions contained herein. Any agreement on the part of a party hereto
to any such extension or waiver shall be valid only if set forth in a
written instrument signed on behalf of such party.

9.06. Inducement.

(a) Subject to subsection (d), as a condition and inducement to
Firstar's willingness to enter into and perform this Agreement, in the
event that a Trigger Event (as hereinafter defined) has occurred, then JSC
and ABI shall pay to Firstar a fee of $6,000,000, which payment shall be
in addition to any contemplated by Section 9.07. Such fee shall be
payable in immediately available funds within two days following the
occurrence of a Trigger Event.

(b) As used herein, "Trigger Event" shall mean the occurrence
of one or more of the following events:

(i) A Transaction Proposal (as defined below) shall have
occurred;

(ii) Termination of this Agreement following a willful and
material breach thereof by JSC or ABI; or

(iii)(a) The Board of Directors of JSC or ABI,
respectively, (1) shall have withdrawn, modified or amended in
any respect its approval or recommendation of this Agreement or
the transactions contemplated thereby, or (2) shall not at the
appropriate time have recommended or shall have withdrawn,
modified or amended in any respect its recommendation that its
stockholders vote in favor of this Agreement, or (3) shall not
have included such recommendation in the Proxy Statement, or (b)
shall have resolved to do any of the foregoing.

(i) "Transaction Proposal" shall mean (A) a bona fide
tender offer or exchange offer for at least 25% of the then
outstanding shares of any class of capital stock of JSC or ABI
shall have been made by any Person (as defined below) (excluding
Firstar or any of its Subsidiaries or Affiliates), (B) any
Person (other than Firstar or any Subsidiary or Affiliate
thereof) shall have filed an application under the BHC Act, or
the Change in Bank Control Act, as amended, with respect to the
acquisition by such person of any shares of the capital stock of
JSC or ABI, (C) a merger, consolidation or other business
combination with JSC or ABI, or with any Subsidiary of ABI,
shall have been effected by any Person, or an agreement relating
to any such transaction shall have been entered into, (D) any
sale, lease, exchange, mortgage, pledge, transfer or other
disposition (whether in one transaction or a series of related
transactions) involving a substantial part of JSC's or ABI's
consolidated assets (including stock of any of the ABI
Subsidiaries), or all or a substantial part of the assets of any
of the ABI Subsidiaries, to any Person shall have been effected,
or any agreement relating to such transaction shall have been
entered into, (E) the acquisition by any Person, other than (1)
Firstar or any Subsidiary or Affiliate of Firstar (other than in
a fiduciary capacity) or (2) any of the ABI Subsidiaries in a
fiduciary capacity for third parties, of Beneficial Ownership
(as defined below) of 10% or more of the outstanding shares of
any class of the capital stock of JSC or ABI (including capital
stock currently beneficially owned by such Person) or, if such
Person currently beneficially owns 10% or more of the
outstanding shares of any class of capital stock of JSC or ABI,
of any additional shares of the capital stock of JSC or ABI, (F)
any reclassification of securities or recapitalization of JSC or
ABI or other transaction that has the effect, directly or
indirectly, of increasing the proportionate share of any class
of equity security (including securities convertible into equity
securities) of JSC or ABI which is owned by any Person
(excluding Firstar or any of its Subsidiaries or Affiliates)
shall have been effected, or any agreement relating to such
transaction shall have been entered into or plan with respect
thereto adopted, (G) any transaction having an effect similar to
those described in (A) through (F) above, or (H) a public
announcement with respect to a proposal, plan or intention by
JSC, ABI or another Person (excluding Firstar or any of its
Subsidiaries or Affiliates) to effect any of the foregoing
transactions; provided, however, that in the case of the events
described in clauses (A), (B) and (H) in this definition, and
events described in clause (G) having an effect similar to those
described in clauses (A) and (B) (the "Events"), such Events
shall not constitute a "Transaction Proposal" hereunder unless
after the occurrence of any such Event, either (x) the Board of
Directors of JSC or ABI, respectively, (1) recommends such Event
to its stockholders for acceptance; (2) fails to undertake such
acts as Firstar reasonably requests to oppose such Event
(provided that JSC or ABI not incur significant legal expense);
or (3) fails to recommend approval of this Agreement to its
stockholders; or (y) JSC's or ABI's stockholders shall have
failed to approve this Agreement at a meeting duly called for
such purpose; and provided, further, that any transaction
contemplated by this Agreement (other than transactions
contemplated by Section 5.01(g) or Section 5.02(f) shall be
specifically exempt from the definition of "Transaction
Proposal"; and

(ii) "Affiliate" shall mean a person that directly or
indirectly, through one or more intermediaries, (A) owns
beneficially, directly or indirectly, in excess of 10% of the
voting capital stock of any other Person or (B) controls, is
controlled by, or is under common control with, another person.

(iii) "Person" shall mean any individual, firm, corporation,
or other entity and shall include any syndicate or group of
persons deemed to be a "person" by Section 13(d)(3)(e) of the
Exchange Act.

(iv) "Beneficial Ownership" shall be as defined in Rule
13d-3 under the Exchange Act, which will be deemed for purposes
hereof to provide that a Person beneficially owns any shares of
the capital stock of JSC or ABI that may be acquired by such
person pursuant to any right, option, warrant or other
agreement, regardless of when such acquisition would be
permitted by the terms thereof.

(d) The rights of Firstar hereunder shall terminate upon the
earliest to occur of (i) the Effective Time, (ii) the termination of this
Agreement by JSC or ABI pursuant to Section 9.01(a)(ii), (iii) the
termination of this Agreement by mutual agreement of the parties or (iv)
the expiration of one year after the termination of this Agreement (other
than terminations described in clause (ii) or (iii)).

9.07. Expenses. In the event the Agreement or the transactions
contemplated thereby are terminated by Firstar as a result of JSC or ABI's
breach of the Merger Agreements, JCS and ABI will pay Firstar its
out-pocket expenses incurred in connection with the consummation of the
transactions contemplated by the Merger Agreements, but not to exceed $2.0
million. If the Merger Agreements or the transactions contemplated
thereby are terminated by JSC and ABI as a result of Firstar's breach of
the Merger Agreements, Firstar will pay JSC and ABI its out-of-pocket
expenses incurred in connection with the consummation of the transactions
contemplated by the Merger Agreements, but not to exceed $2.0 million.

ARTICLE X
GENERAL PROVISIONS

10.01. Nonsurvival of Representations, Warranties and Agreements.
None of the representations, warranties and agreements in this Agreement
or in any instrument delivered pursuant to this Agreement shall survive
the JSC Effective Time, except for the agreements contained in Sections
2.01, 2.02, 6.05, 6.06, 7.06, 7.07 and 8.01(h), the last sentence of
Section 9.04, and the agreements delivered pursuant to Sections 3.19 and
5.06.

10.02. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or
by nationally recognized overnight courier service, telecopied (with
receipt confirmed) or mailed by registered or certified mail (return
receipt requested) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):

(a) if to Firstar and/or Sub, to:

Firstar Corporation
Attn: Jon H. Stowe, Executive Vice President
777 East Wisconsin Avenue
Milwaukee, WI 53202
Telecopy: (414) 765-4349

with a copy to:

Firstar Corporation
Attn: Howard H. Hopwood III, Senior
Vice President & General Counsel
777 East Wisconsin Avenue
Milwaukee, WI 53202
Telecopy: (414) 765-6111

(b) if to JSC or ABI, to:

American Bancorporation, Inc.
Attn: Victor P. Reim, Chairman & CEO
American Bank Building
101 East Fifth Street
Suite 2200
St. Paul, MN 55101
Telecopy: (612) 229-6587

with a copy to:

Lindquist & Vennum P.L.L.P.
Attn: J. Kevin Costley, Esq.
4200 IDS Center
80 South 8th Street
Minneapolis, MN 55402-2205
Telecopy: (612) 371-3207

10.03. Interpretation. When a reference is made in this
Agreement to a Section or Sections, such reference shall be to a Section
or Sections of this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed
to be followed by the words "without limitation." The phrase "made
available" in this Agreement shall mean that the information referred to
has been made available if requested by the party to whom such information
is to be made available.

10.04. Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same
agreement and shall become effective when two or more counterparts have
been signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart.

10.05. Entire Agreement; No Third Party Beneficiaries; Rights of
Ownership. This Agreement (including the documents and the instruments
referred to herein, including the Plans of Merger and the Voting
Agreements) (a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof, except for the rights and
obligations of Firstar and ABI under the confidentiality letter agreement
dated September 22, 1995 between Firstar and Piper Jaffray Inc. and (b) is
not intended to confer upon any person other than the parties hereto any
rights or remedies hereunder. The parties hereby acknowledge that, except
as otherwise specifically provided in the Voting Agreements or as
hereinafter agreed to by all parties in writing, no party shall have the
right to acquire or shall be deemed to have acquired shares of common
stock of the other party pursuant to the Mergers until consummation
thereof.

10.06. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Wisconsin, except as
the MBCA or the DGCL are expressly applicable to the Mergers.

10.07. Publicity. The parties hereto agree that they will
consult with each other concerning any proposed press release or public
announcement pertaining to the Mergers and use their best efforts to agree
upon the text of such press release or public announcement prior to the
publication of such press release or the making of such public
announcement.

10.08. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.

10.09. Knowledge of the Parties. Wherever in this Agreement any
representation or warranty is made upon the knowledge of a party hereto
that is not an individual, such knowledge shall include the knowledge,
after due inquiry, of any executive officer of such party or an executive
officer of any Subsidiary thereof.

10.10. Material. As used in this Agreement, (i) any reference to
any event, change or effect as being "material" with respect to any entity
means an event, change or effect which is material in relation to the
financial condition of such entity and its subsidiaries, taken as a whole;
(ii) the term "material adverse effect" means an adverse effect on the
business, results of operations or financial condition which would
reasonably be expected to result in a financial loss considered material
under generally accepted accounting principles. A "material adverse
effect" on any party shall not include an effect resulting from (i)
changes in banking laws or regulations (or interpretations thereof); (ii)
changes in the general level of interest rates; (iii) changes in economic,
financial or market conditions affecting the banking industry generally;
(iv) changes in generally accepted accounting principles or
interpretations thereof that affect the banking industry; or (v) changes
occurring as a result of any actions or inaction by JSC, ABI or any of the
ABI Subsidiaries that are directed by the Agreement.

10.11. Jury Waiver. Each of the parties hereby waives any right
to a trial by jury with respect to any dispute arising out of or relating
to this Agreement.

IN WITNESS WHEREOF, Firstar, Sub, JSC and ABI have caused this
Agreement to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.

FIRSTAR CORPORATION

By: /s/ Jon H. Stowe
Its: Executive Vice President

Attest: /s/ Howard H. Hopwood III
Its: Senior Vice President

FIRSTAR CORPORATION OF
MINNESOTA

By: /s/ Richard W. Schoenke
Its: President and CEO

Attest: /s/ Beverly A. Erickson
Its: Vice President

JACOB SCHMIDT COMPANY

By: /s/ George B. Benz
Its: President

Attest: /s/ Victor P. Reim
Its: Vice President

AMERICAN BANCORPORATION, INC.

By: /s/ Victor P. Reim
Its: Chairman and CEO

Attest: /s/ Robert T. Lund
Its: Corporate Secretary

Exhibit A

PLAN OF MERGER

PLAN OF MERGER, dated as of January 10, 1996 ("Plan of Merger"),
by and between FIRSTAR CORPORATION OF MINNESOTA, a Minnesota corporation
("Sub"), and JACOB SCHMIDT COMPANY, a Minnesota corporation ("JSC"), and
joined in by FIRSTAR CORPORATION, a Wisconsin corporation ("Firstar"), for
certain limited purposes.

WHEREAS, JSC is a corporation with authorized capital stock
consisting of (i) 50,000 shares of capital stock, $100.00 par value ("JSC
Common Stock"), of which 34,983 shares are validly issued and outstanding
on the date hereof;

WHEREAS, Sub is a corporation with authorized capital stock of
10,000 shares of common stock, $1.00 par value ("Sub Common Stock"), 1,000
of which are validly issued and outstanding and are owned by Firstar;

WHEREAS, Firstar is a corporation duly organized and existing
under the laws of Wisconsin;

WHEREAS, concurrently with the execution and delivery of this
Plan of Merger, Firstar, Sub, JSC and JSC's subsidiary, American
Bancorporation, Inc., a Delaware corporation ("ABI"), have entered into an
Agreement and Plan of Reorganization dated the date hereof (the
"Agreement" and, together with this Plan of Merger, the "Merger
Agreements") that contemplates the merger of JSC with and into Sub (the
"Merger"), the surviving corporation, immediately prior to the merger of
ABI with and into Sub (the "ABI Merger") pursuant to the Agreement and the
related Plan of Merger between Sub and ABI dated the date hereof;

WHEREAS, the Boards of Directors of Sub and JSC deem it fair and
equitable to, and in the best short-term and long-term interests of, their
respective corporations and stockholders that JSC be merged with and into
Sub upon the terms and conditions provided in this Plan of Merger and the
Agreement and pursuant to the Minnesota Business Corporation Act (the
"MBCA") and each such Board of Directors has approved this Plan of
Merger, has authorized its execution and delivery and has directed that
this Plan of Merger and the Merger be submitted to its respective
stockholders for approval; and

WHEREAS, the Board of Directors of Firstar has authorized the
execution and delivery of this Plan of Merger and the issuance of fully
paid and nonassessable shares of common stock, $1.25 par value, of Firstar
("Firstar Common Stock") and the payment of cash pursuant hereto.

NOW, THEREFORE, in consideration of the premises and the
agreements herein contained, the parties hereto adopt and agree to the
following agreements, terms and conditions relating to the Merger and the
mode of carrying the same into effect:

ARTICLE I
THE MERGER

1.01. The Merger. Subject to the terms and conditions of the
Merger Agreements, JSC will be merged with and into Sub, which will be the
surviving corporation, in accordance with and with the effect provided in
the MBCA.

1.02. Effective Time of the Merger. Subject to the provisions of
the Merger Agreements, articles of merger (the "Articles of Merger") shall
be duly prepared and executed by Sub and JSC and thereafter delivered to
the Secretary of State of the State of Minnesota for filing, as provided
in the MBCA, on or as soon as practicable after the Closing Date (as
defined in the Agreement). The Merger shall become effective upon the
filing of the Articles of Merger with the Secretary of State of the State
of Minnesota or at such later time as is provided in the Articles of
Merger (the "Effective Time").

1.03. Effects of the Merger.

(a) At the Effective Time, (i) the separate existence of JSC
shall cease and JSC shall be merged with and into Sub as provided in
Section 302A.641 of the MBCA (Sub and JSC are sometimes referred to herein
as the "Constituent Corporations" and Sub is sometimes referred to herein
as the "Surviving Corporation"); (ii) the Articles of Incorporation of Sub
in effect as of the Effective Time (the "Articles") shall be the Articles
of Incorporation of the Surviving Corporation; (iii) the By-laws of Sub in
effect as of the Effective Time (the "By-Laws") shall be the By-laws of
the Surviving Corporation; and (iv) the members of the Board of Directors
and committees thereof and the officers of Sub immediately prior to the
Effective Time shall be the members of the Board of Directors and
committees thereof and the officers of the Surviving Corporation,
respectively.

(b) At and after the Effective Time, the Surviving Corporation
shall possess all the rights, privileges, immunities and franchises of a
public as well as a private nature, and be subject to all the duties and
liabilities of each of the Constituent Corporations; and all and singular
rights, privileges, power and franchises of each of the Constituent
Corporations, and all property, real, personal and mixed, and all debts
due to either of the Constituent Corporations on any account, including
subscriptions for shares and all other choses in action and every other
interest of or belonging to or due to each of the Constituent
Corporations, shall be vested in the Surviving Corporation. As of the
Closing Date, the Surviving Corporation will be responsible and liable for
all the liabilities and obligations of each of the Constituent
Corporations; a claim or against or a pending proceeding by or against a
Constituent Corporation may be prosecuted as if the Merger had not taken
place, or the Surviving Corporation may be substituted in place of the
Constituent Corporation. Neither the rights of creditors nor any liens
upon the property of a Constituent Corporation will be impaired by the
Merger.

ARTICLE II
EFFECT OF THE MERGER ON THE CAPITAL STOCK
OF THE CONSTITUENT CORPORATIONS;
ELECTION PROCEDURE

2.01. Effect on Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of the holders of
any shares of JSC Common Stock, but subject to the provisions of Sections
302A.471 and 302A.473 of the MBCA with respect to the rights of dissenting
stockholders:

(a) Conversion of JSC Stock. Subject to adjustment
pursuant to Sections 2.01(d) and 2.01(e) hereof , each then
issued and outstanding share of JSC Common Stock shall be
converted into the right to receive from Sub $3,372.4439 per
share (the "Price Per Share"), payable in a combination of (i)
cash in the amount of $674.4888 per share of JSC Common Stock
(the "Cash Consideration") and (ii) the number (the "Exchange
Ratio") of shares of Firstar Common Stock that is equal to
$2,697.9551 divided by the "Market Value of Firstar Common
Stock" (to the nearest one-thousandth of a share) (the "Stock
Consideration"). The Market Value of Firstar Common Stock shall
be the average closing prices, as reported on the New York Stock
Exchange Composite Tape, of Firstar Common Stock on the twelve
consecutive trading days ending and including the trading day
preceding the trading day immediately preceding the Closing
Date. There shall be included with each such share one-half of
one Firstar Preferred Share Purchase Right ("Right") issued
pursuant to the Rights Agreement dated as of January 20, 1989,
between Firstar and Firstar Trust Company, as Rights Agent (the
"Rights Agreement"). Prior to the Distribution Date (as defined
in the Rights Agreement), all references in this Plan of Merger
to the Firstar Common Stock to be received pursuant to the
Merger shall be deemed to include the Rights.

(b) Stock Held by JSC. Each then issued and outstanding
share of JSC Common Stock owned by JSC or any of its
subsidiaries (other than shares held in a fiduciary capacity) or
by Sub and each share of JSC Common Stock issued and held in
JSC's treasury will be canceled and retired.

(c) Cancellation of Shares. All shares of JSC Common
Stock issued and outstanding immediately prior to the Effective
Time shall no longer be outstanding and shall automatically be
canceled and retired and shall cease to exist, and each holder
of a certificate representing any such shares shall cease to
have any rights with respect thereto, except the right to
receive the shares of Firstar Common Stock and cash to be
exchanged or paid in consideration therefor upon the surrender
of such certificate in accordance with this Plan of Merger,
without interest.

(d) Adjustments to Price Per Share and Exchange Ratio.

(i) Subject to Section 9.01(a)(viii) of the
Agreement, if the Remediation Costs, as defined in the
Agreement, exceed $500,000, Firstar shall have the right
to adjust the Price Per Share otherwise provided in
Section 2.01(a) with the effect that the aggregate Market
Value of Firstar Common Stock otherwise issuable in the
Merger to the JSC Common Stockholders shall be reduced by
51.4182% of such excess Remediation Costs.

(ii) If prior to the Effective Time Firstar shall
declare a stock dividend or distribution upon or
subdivide, split up, reclassify or combine its shares of
Firstar Common Stock or declare a stock dividend or make
a distribution on Firstar Common Stock of any security
convertible into Firstar Common Stock or exercisable to
purchase Firstar Common Stock (including, without
limitation, distribution of any Firstar Rights after a
Distribution Date), appropriate adjustment or adjustments
will be made in the Exchange Ratio.

(e) Adjustment Based on Market Value of Firstar Common
Stock. Notwithstanding anything to the contrary in this Article
II, the terms of conversion of the JSC Common Stock shall be
subject to modification as set forth below:

(i) Subject to the termination provisions
provided in Sections 9.01(a)(ix) and 9.01(a)(x) of the
Agreement, if the Market Value of Firstar Common Stock is
less than or equal to $30.00, then the aggregate Stock
Consideration shall be 3,077,528 shares of Firstar Common
Stock and the aggregate Cash Consideration shall be that
amount necessary such that the sum ("Total
Consideration") of (i) Cash Consideration and (ii) the
product of Stock Consideration multiplied by the Market
Value of Firstar Common Stock ("Market Value of Stock
Consideration") is equal to $115,407,310. Below $30.00,
the proportion of Total Consideration consisting of Cash
Consideration shall incrementally increase above 20%, as
illustrated by Exhibit 2.04.

(ii) If the Market Value of Firstar Common Stock
is less than or equal to $32.00, the Total Consideration
shall be $115,407,310. If the Market Value of Firstar
Common Stock is less than or equal to $32.00 but not less
than $30.00, the proportion of Total Consideration
consisting of Cash Consideration shall be 20%.

(iii) If the Market Value of Firstar Common Stock
is less than $36.00, but greater than $32.00, then
aggregate Total Consideration shall be reduced
incrementally from $117,978,204, at the rate of
$6,427.2750 for each $.01 decrease in the Market Value of
Firstar Common Stock below $36.00.

(iv) If the Market Value of Firstar Common Stock
is less than or equal to $44.00, but not less than
$36.00, then aggregate Total Consideration shall be
$117,978,204.

(v) If the Market Value of Firstar Common Stock
is less than or equal to $48.00, but not less than
$44.00, then aggregate Total Consideration shall increase
incrementally from $117,978,204, at the rate of
$6,427.2750 for each $.01 increase in the Market Value of
Firstar Common Stock above $44.00, up to a maximum of
$120,549,130.

(vi) If the Market Value of Firstar Common Stock
equals or exceeds $44.00, but is less than or equal to
$56.25, then aggregate Stock Consideration shall be
2,145,058 shares of Firstar Common Stock and the
aggregate Cash Consideration shall be the difference
between aggregate Total Consideration and the Market
Value of Stock Consideration. If the Market Value of
Firstar Common Stock equals or exceeds $48.00, then
aggregate Total Consideration will be $120,549,130. The
proportion of Total Consideration consisting of Cash
Consideration shall incrementally decrease below 20%, as
illustrated by Exhibit 2.04. If the Market Value of
Firstar Common Stock equals or exceeds $56.25, the
aggregate Total Consideration of $120,549,130 will be
comprised solely of Stock Consideration.

(f) Dissenters' Shares. Each outstanding share of JSC
Stock as to which dissenters' rights have been asserted in
accordance with the procedures of the MBCA and not withdrawn
shall be accorded the rights provided by the MBCA and shall not
be converted into or represent rights to receive the
consideration hereunder unless and until the holder shall have
failed to perfect or effectively withdrawn or lost such
dissenters' rights.

2.02. Exchange of Certificates.

(a) Exchange Agent. As of the Effective Time, Sub shall deposit
with Firstar Trust Company or such other bank or trust company designated
by Firstar (and reasonably acceptable to JSC) (the "Exchange Agent") for
the benefit of the holders of shares of JSC Common Stock, for exchange in
accordance with this Article II through the Exchange Agent, cash and
certificates representing the shares of Firstar Common Stock (such shares
of Firstar Common Stock, together with any dividends or distributions with
respect thereto, and such cash being hereinafter referred to as the
"Exchange Fund") issuable pursuant to Section 2.01 in exchange for shares
of JSC Common Stock outstanding immediately prior to the Effective Time.
The Exchange Agent may invest the cash deposited with it in such manner as
Firstar or Sub direct. Any net profit resulting from, or interest or
income produced by, such investment shall be payable to the Surviving
Corporation. Sub shall replace any monies lost through any investment
made at said direction pursuant to this Section 2.02(a).

(b) Exchange Procedures. As soon as reasonably practicable
after the Effective Time, the Exchange Agent shall mail to each holder of
record of a certificate or certificates which immediately prior to the
Effective Time represented outstanding shares of JSC Common Stock (the
"Certificates") whose shares were converted into the right to receive
shares of Firstar Common Stock pursuant to Section 2.01 (i) a letter of
transmittal (which shall specify that delivery shall be effected, and risk
of loss and title to the Certificates shall pass, only upon delivery of
the Certificates to the Exchange Agent and shall be in such form and have
such other provisions as Firstar and JSC may reasonably specify) and (ii)
the instructions for use in effecting the surrender of the Certificates in
exchange for certificates representing shares of Firstar Common Stock and
cash. Upon surrender of a Certificate for cancellation to the Exchange
Agent or to such other agent or agents as may be appointed by Firstar,
together with such letter of transmittal, duly executed, the holder of
such Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of Firstar Common
Stock and the amount of cash which such holder has the right to receive
pursuant to the provisions of this Article II, and the Certificate so
surrendered shall forthwith be canceled. In the event of a transfer of
ownership of JSC Common Stock which is not registered in the transfer
records of JSC, a certificate representing the proper number of shares of
Firstar Common Stock may be issued to a transferee if the Certificate
representing such JSC Common Stock is presented to the Exchange Agent,
accompanied by all documents required to evidence and effect such transfer
and by evidence that any applicable stock transfer taxes have been paid.
Until surrendered as contemplated by this Section 2.02, each Certificate
shall be deemed at any time after the Effective Time to represent only the
right to receive upon such surrender the certificate representing shares
of Firstar Common Stock and cash in lieu of any fractional shares of
Firstar Common Stock as contemplated by this Section 2.02.

(c) Distributions with Respect to Unexchanged Shares. No
dividends or other distributions declared or made after the Effective Time
with respect to Firstar Common Stock with a record date after the
Effective Time shall be paid to the holder of any unsurrendered
Certificate with respect to the shares of Firstar Common Stock represented
thereby, and no cash payment for such certificate or in lieu of fractional
shares shall be paid to any such holder until the holder or record of such
Certificate shall surrender such Certificate. Subject to the effect of
applicable laws, following surrender of any such Certificate, there shall
be paid to the record holder of the certificates representing whole shares
of Firstar Common Stock issued in exchange therefor, without interest, (i)
at the time of such surrender (A) the amount of cash to which such holder
is entitled pursuant to Sections 2.01 or 2.02(e) and (B) the amount of
dividends or other distributions with a record date after the Effective
Time theretofore paid with respect to such whole shares of Firstar Common
Stock, and (ii) at the appropriate payment date, the amount of dividends
or other distributions with a record date after the Effective Time but
prior to surrender and a payment date subsequent to surrender payable with
respect to such whole shares of Firstar Common Stock.

(d) No Further Ownership Rights in JSC Common Stock. All shares
of Firstar Common Stock and all cash issued or paid upon the surrender for
exchange of shares of JSC Common Stock in accordance with the terms
hereof (including any cash paid pursuant to Section 2.02(c) or 2.02(e))
shall be deemed to have been issued in full satisfaction of all rights
pertinent to such shares of JSC Common Stock, subject, however, to the
Surviving Corporation's obligation to pay any dividends or to make other
distributions with a record date prior to the Effective Time which may
have been declared or made by JSC on such shares of JSC Common Stock or
in accordance with terms of the Agreement or prior to the date hereof and
which remain unpaid at the Effective Time, and there shall be no further
registration of transfers on the stock transfer books of the Surviving
Corporation of the shares of JSC Common Stock or which were outstanding
immediately prior to the Effective Time. If, after the Effective Time,
Certificates are presented to the Surviving Corporation or Firstar for any
reason, they shall be canceled and exchanged as provided in this Plan of
Merger.

(e) No Fractional Shares. Notwithstanding any other provision
of this Plan of Merger to the contrary, neither certificates nor scrip
representing fractional shares of Firstar Common Stock shall be issued
upon the surrender for exchange of Certificates, and such fractional share
interests will not entitle the owner thereof to vote or to any rights of a
stockholder of Firstar. Each holder of shares of JSC Common Stock who
would otherwise have been entitled to a fraction of a share of Firstar
Common Stock shall receive in lieu thereof cash (without interest) in an
amount determined by multiplying the fractional share interest to which
such holder would otherwise be entitled by the closing price per share of
Firstar Common Stock at the Effective Time on the New York Stock Exchange
Composite Transaction Tape. From time to time at the request of the
Exchange Agent after the determination of amounts of cash to be paid to
holders of JSC Common Stock in lieu of any fractional share interests,
Firstar shall make available such amounts to the Exchange Agent.

(f) Termination of Exchange Fund. Any portion of the Exchange
Fund which remains undistributed to the stockholders of JSC for six months
after the Effective Time shall be delivered to Firstar, upon demand, and
any stockholders of JSC who have not theretofore complied with this
Section 2.02 shall thereafter look only to Firstar for payment of their
claim for Firstar Common Stock or cash pursuant to this Plan of Merger and
any dividends or distributions with respect to Firstar Common Stock.

(g) No Liability. None of Firstar, Sub and JSC shall be liable
to any holder of shares of JSC Common Stock or Firstar Common Stock, as
the case may be, for such shares (or dividends or distributions with
respect thereto) or cash from the Exchange Fund delivered to a public
official pursuant to any applicable abandoned property, escheat or similar
law.

(h) Withholding Rights. Firstar and Sub shall be entitled to
deduct and withhold from the consideration otherwise payable pursuant to
the Agreements to any former holder of shares of JSC Common Stock such
amounts as Firstar or Sub is required to deduct and withhold with respect
to the making of such payment under the Internal Revenue Code of 1986, as
amended, or any provision of state, local or foreign tax law. To the
extent that amounts are so withheld by Firstar or Sub, such withheld
amounts shall be treated for all purposes of this Agreement as having been
paid to the former holder of the shares of JSC Common Stock in respect of
which such dedication and withholding was made by Firstar or Sub.

2.03. Conversion of Common Stock of Sub. At the Effective Time,
the shares of Sub Common Stock validly issued and outstanding immediately
prior to the Effective Time will continue to evidence 1,000 shares of
common stock, $1.00 par value, of the Surviving Corporation so that all
shares of capital stock of the Surviving Corporation will continue to be
owned by Firstar. The outstanding certificates representing shares of Sub
Common Stock will, after the Effective Time, continue to represent the
same number of shares of the Surviving Corporation.

ARTICLE III
CONDITIONS; TERMINATION; AMENDMENT

3.01. Conditions to the Merger. Consummation of the Merger is
conditional upon the fulfillment or waiver of the conditions precedent set
forth in Article VIII of the Agreement and upon consummation of the JSC
Merger.

3.02. Termination. This Plan of Merger may be terminated and the
Merger abandoned by mutual consent of the respective Boards of Directors
of JSC and Sub at any time prior to the Effective Time. If the Agreement
is terminated in accordance with Article IX thereof, then this Plan of
Merger will terminate simultaneously and the Merger will be abandoned
without further action by JSC or Sub.

3.03. Amendment. Subject to the next following sentence, this
Plan of Merger may be amended by the parties hereto by action taken or
authorized by their respective Boards of Directors (or in the case of
Firstar, the Interstate Banking and Acquisitions Committee of its Board of
Directors) at any time before or after approval of the matters presented
in connection with the Merger by the stockholders of JSC or of Sub, but
after any such approval by the stockholders of JSC, no amendment shall be
made which has any material adverse effects on the consideration for the
stockholders of JSC set forth in this Plan of Merger. This Plan of Merger
may not be amended except by an instrument in writing signed on behalf of
each of the parties hereto.

3.04. Extension; Waiver. At any time prior to the Effective Time,
Firstar and Sub, on the one hand, and JSC, on the other hand, by action
taken or authorized by their respective Boards of Directors (or, in the
case of Firstar, the Interstate Banking and Acquisitions Committee of its
Board of Directors), may, to the extent legally allowed, (i) extend the
time for the performance of any of the obligations or other acts of the
other party hereto and (ii) waive compliance by the other with any of the
agreements or conditions contained herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set
forth in written instrument on behalf of such party.

ARTICLE IV
GENERAL PROVISIONS

4.01. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally,
telecopied (with receipt confirmation) or mailed by registered or
certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by
like notice):

(a) if to Firstar and/or Sub, to:

Firstar Corporation
Attention: Jon H. Stowe,
Executive Vice President
777 East Wisconsin Avenue
Milwaukee, WI 53202
Telecopy: (414) 765-4349

with a copy to:

Firstar Corporation
Attention: Howard H. Hopwood III, Senior
Vice President & General Counsel
777 East Wisconsin Avenue
Milwaukee, WI 53202
Telecopy: (414) 765-6111

(b) if to JSC to:

c/o American Bancorporation, Inc.
Attention: Victor P. Reim,
Chairman & Chief Executive Officer
American Bank Building
101 East Fifth Street
Suite 2200
St. Paul, Minnesota 55101
Telecopy: (612) 229-6587

with a copy to:

Lindquist & Vennum
Attention: J. Kevin Costley
80 South 8th Street
Suite 4200
Minneapolis, Minnesota
Telecopy: (612) 371-3207

4.02. Interpretation. When a reference is made in this Plan of
Merger to a Section or Sections, such reference shall be to a Section of
this Plan of Merger unless otherwise indicated. The headings contained in
this Plan of Merger are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Plan of Merger.

4.03. Counterparts. This Plan of Merger may be executed in two or
more counterparts, all of which shall be considered one and the same
agreement and shall become effective when two or more counterparts have
been signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart.

4.04. Governing Law. This Plan of Merger shall be governed and
construed in accordance with the laws of the State of Wisconsin, except as
the MBCA is expressly applicable to the Merger.

4.05. Jury Waiver. Each of the parties hereby waives any right
to a trial by jury with respect to any dispute arising out of or relating
to this Plan of Merger.

IN WITNESS WHEREOF, Sub, JSC and Firstar have caused this Plan of
Merger to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.

FIRSTAR CORPORATION OF
MINNESOTA

By: /s/ Richard W. Schoenke
Its: President and CEO

Attest: /s/ Beverly A. Erickson
Its: Vice President

JACOB SCHMIDT COMPANY

By: /s/ George B. Benz
Its: President

Attest: /s/ Victor P. Reim
Its: Vice President

FIRSTAR CORPORATION

By: /s/ Jon H. Stowe
Its: Executive Vice President

Attest: /s/ Howard H. Hopwood III
Its: Senior Vice President

Exhibit 2.04 to
Jacob Schmidt
Company
Plan of Merger

<TABLE>
JACOB SCHMIDT COMPANY
Transaction Price Collars

<CAPTION>
Firstar Transaction Number of Percentage Percentage
Stock Price Value Shares Stock Cash Stock Value Cash Value

<S> <C> <C> <C> <C> <C> <C>
$20.625 $115,407,310 3,077,528 55.0% 45.0% $63,474,015 $51,933,295
21.00 115,407,310 3,077,528 56.0% 44.0% 64,628,088 50,779,222
22.00 115,407,310 3,077,528 58.7% 41.3% 67,705,616 47,701,694
23.00 115,407,310 3,077,528 61.3% 38.7% 70,783,144 44,624,166
24.00 115,407,310 3,077,528 64.0% 36.0% 73,860,672 41,546,638
25.00 115,407,310 3,077,528 66.7% 33.3% 76,938,200 38,469,110
26.00 115,407,310 3,077,528 69.3% 30.7% 80,015,728 35,391,582
27.00 115,407,310 3,077,528 72.0% 28.0% 83,093,256 32,314,054
28.00 115,407,310 3,077,528 74.7% 25.3% 86,170,784 29,236,526
29.00 115,407,310 3,077,528 77.3% 22.7% 89,248,312 26,158,998

30.00 115,407,310 3,077,528 80.0% 20.0% 92,325,840 23,081,470
31.00 115,407,310 2,978,253 80.0% 20.0% 92,325,843 23,081,467

32.00 115,407,310 2,885,183 80.0% 20.0% 92,325,856 23,081,454
33.00 116,050,037 2,813,334 80.0% 20.0% 92,840,022 23,210,015
34.00 116,692,765 2,745,712 80.0% 20.0% 93,354,208 23,338,557
35.00 117,335,492 2,681,954 80.0% 20.0% 93,868,390 23,467,102

36.00 117,978,204 2,621,738 80.0% 20.0% 94,382,563 23,595,641
37.00 117,978,204 2,550,880 80.0% 20.0% 94,382,563 23,595,641
38.00 117,978,204 2,483,752 80.0% 20.0% 94,382,563 23,595,641
39.00 117,978,204 2,420,066 80.0% 20.0% 94,382,563 23,595,641
40.00 117,978,204 2,359,564 80.0% 20.0% 94,382,563 23,595,641
41.00 117,978,204 2,302,014 80.0% 20.0% 94,382,563 23,595,641
42.00 117,978,204 2,247,204 80.0% 20.0% 94,382,563 23,595,641
43.00 117,978,204 2,194,943 80.0% 20.0% 94,382,563 23,595,641
44.00 117,978,204 2,145,058 80.0% 20.0% 94,382,563 23,595,641

45.00 118,620,948 2,145,058 81.4% 18.6% 96,527,610 22,093,338
46.00 119,263,675 2,145,058 82.7% 17.3% 98,672,668 20,591,007
47.00 119,906,402 2,145,058 84.1% 15.9% 100,817,726 19,088,676
48.00 120,549,130 2,145,058 85.4% 14.6% 102,962,784 17,586,346

49.00 120,549,130 2,145,058 87.2% 12.8% 105,107,842 15,441,288
50.00 120,549,130 2,145,058 89.0% 11.0% 107,252,900 13,296,230
51.00 120,549,130 2,145,058 90.7% 9.3% 109,397,958 11,151,172
52.00 120,549,130 2,145,058 92.5% 7.5% 111,543,016 9,006,114
53.00 120,549,130 2,145,058 94.3% 5.7% 113,688,074 6,861,056
54.00 120,549,130 2,145,058 96.1% 3.9% 115,833,132 4,715,998
55.00 120,549,130 2,145,058 97.9% 2.1% 117,978,190 2,570,940
56.00 120,549,130 2,145,058 99.6% 0.4% 120,123,248 425,882
57.00 120,549,130 2,114,897 100.0% 0.0% 120,549,130 0
58.00 120,549,130 20,78,433 100.0% 0.0% 120,549,130 0
</TABLE>

Exhibit B

PLAN OF MERGER

PLAN OF MERGER, dated as of January 10, 1996 ("Plan of Merger"),
by and between Firstar Corporation of Minnesota, a Minnesota corporation
("Sub"), and American Bancorporation, Inc., a Delaware corporation
("ABI"), and joined in by Firstar Corporation, a Wisconsin corporation
("Firstar"), for certain limited purposes.

WHEREAS, ABI is a corporation with authorized capital stock
consisting of (i) 1,500,000 shares of common stock, no par value ("ABI
Common Stock"), of which 920,948 shares are validly issued and outstanding
on the date hereof; and (ii) 250,000 shares of preferred stock, no par
value, none of which are issued and outstanding;

WHEREAS, Firstar is a corporation duly organized and existing
under the laws of Wisconsin;

WHEREAS, concurrently with the execution and delivery of this
Plan of Merger, Firstar, Sub, ABI and ABI's parent company, Jacob Schmidt
Company, a Minnesota corporation ("JSC"), have entered into an Agreement
and Plan of Reorganization dated the date hereof (the "Agreement" and,
together with this Plan of Merger, the "Merger Agreements") that
contemplates the merger of ABI with and into Sub (the "Merger"), the
surviving corporation, immediately after the merger of JSC with and into
Sub (the "JSC Merger") pursuant to the Agreement and the related Plan of
Merger between Sub and JSC dated the date hereof;

WHEREAS, the Boards of Directors of Sub and ABI deem it fair and
equitable to, and in the best short-term and long-term interests of, their
respective corporations and stockholders that ABI be merged with and into
Sub upon the terms and conditions provided in this Plan of Merger and the
Agreement and pursuant to the Minnesota Business Corporation Act (the
"MBCA") and the Delaware General Corporation Law (the "DGCL"), and each
such Board of Directors has approved this Plan of Merger, has authorized
its execution and delivery and has directed that this Plan of Merger and
the Merger be submitted to its respective stockholders for approval; and

ARTICLE I
THE MERGER

1.01. The Merger. Subject to the terms and conditions of the
Merger Agreements, ABI will be merged with and into Sub, which will be the
surviving corporation, in accordance with and with the effect provided in
the MBCA and DGCL.

1.02. Effective Time of the Merger. Subject to the provisions of
the Merger Agreements, (a) articles of merger (the "Articles of Merger")
shall be duly prepared and executed by Sub and ABI and thereafter
delivered to the Secretary of State of the State of Minnesota for filing,
as provided in the MBCA, on or as soon as practicable after the Closing
Date (as defined in the Agreement) and (b) a certificate of merger (the
"Certificate of Merger") shall be duly prepared and executed by Sub and
ABI and thereafter delivered to the Secretary of State of the State of
Delaware for filing, as provided in the DGCL, on or as soon as practicable
after the Closing Date. The Merger shall become effective upon the filing
of the Articles of Merger with the Secretary of State of the State of
Minnesota and the Certificate of Merger with the Secretary of State of the
State of Delaware or at such later time as is provided in the Articles of
Merger and the Certificate of Merger (the "Effective Time"). In no event
shall the Merger be effective prior to the effective time of the JSC
Merger.

1.03. Effects of the Merger.

(a) At the Effective Time, (i) the separate existence of ABI
shall cease and ABI shall be merged with and into Sub as provided in
Section 302A.651 of the MBCA and Sections 251 and 252 of the DGCL (Sub and
ABI are sometimes referred to herein as the "Constituent Corporations" and
Sub is sometimes referred to herein as the "Surviving Corporation"), (ii)
the Articles of Incorporation of Sub in effect as of the Effective Time
(the "Articles") shall be the Articles of Incorporation of the Surviving
Corporation, (iii) the By-laws of Sub in effect as of the Effective Time
(the "By-Laws") shall be the By-laws of the Surviving Corporation and (iv)
the members of the Board of Directors and committees thereof and the
officers of Sub immediately prior to the Effective Time shall be the
members of the Board of Directors and committees thereof and the officers
of the Surviving Corporation, respectively.

(b) At and after the Effective Time, the Surviving Corporation
shall possess all the rights, privileges, powers and franchises of a
public as well as a private nature, and be subject to all the
restrictions, disabilities and duties of each of the Constituent
Corporations; and all and singular rights, privileges, power and
franchises of each of the Constituent Corporations, and all property,
real, personal and mixed, and all debts due to either of the Constituent
Corporations on whatever account, as well as for stock subscriptions and
all other things in action or belonging to each of the Constituent
Corporations, shall be vested in the Surviving Corporation; and all
property, rights, privileges, power and franchises, and all and every
other interest shall be thereafter as effectually the property of the
Surviving Corporation as they were of the Constituent Corporations, and
the title to any real estate vested by deed or otherwise, in either of the
Constituent Corporations, shall not revert or be in any way impaired; but
all rights of creditors and all liens upon any property of either of the
Constituent Corporation shall be preserved unimpaired, and all debts,
liabilities and duties of the Constituent Corporations shall thenceforth
attach to the Surviving Corporation, and may be enforced against it to the
same extent as if said debts and liabilities had been incurred by it. Any
action or proceeding, whether civil, criminal or administrative, pending
by or against either Constituent Corporation shall be prosecuted as if the
Merger had not taken place, and the Surviving Corporation may be
substituted as a party in such action or proceeding in place of any
Constituent Corporation.

ARTICLE II
EFFECT OF THE MERGER ON THE CAPITAL STOCK
OF THE CONSTITUENT CORPORATIONS;
ELECTION PROCEDURE

2.01. Effect on Capital Stock. As of the Effective Time, by
virtue of the Merger and without any action on the part of the holders of
any shares of ABI Common Stock, but subject to the provisions of Section
262 of the DGCL with respect to the rights of dissenting stockholders:

(a) Conversion of ABI Stock. Subject to adjustment
pursuant to Sections 2.01(d) and 2.03(e) hereof , each then
issued and outstanding share of ABI Common Stock other than
stock held by Sub (the "ABI Minority Stock") shall be converted
into the right to receive from Sub $228.0260 per share (the
"Price Per Share"), payable in a combination of (i) cash in the
amount of $45.6052 per share of ABI Minority Stock (the "Cash
Consideration") and (ii) the number (the "Exchange Ratio") of
shares of Firstar Common Stock that is equal to $182.4208
divided by the "Market Value of Firstar Common Stock" (to the
nearest one-thousandth of a share) (the "Stock Consideration").
The Market Value of Firstar Common Stock shall be the average
closing prices, as reported on the New York Stock Exchange
Composite Tape, of Firstar Common Stock on the twelve
consecutive trading days ending and including the trading day
preceding the trading day immediately preceding the Closing
Date. There shall be included with each such share one-half of
one Firstar Preferred Share Purchase Right ("Right") issued
pursuant to the Rights Agreement dated as of January 20, 1989,
between Firstar and Firstar Trust Company, as Rights Agent (the
"Rights Agreement"). Prior to the Distribution Date (as defined
in the Rights Agreement), all references in this Plan of Merger
to the Firstar Common Stock to be received pursuant to the
Merger shall be deemed to include the Rights.

(b) Stock Held by ABI or JSC. Each then issued and
outstanding share of ABI Common Stock owned by JSC, ABI or any
of ABI's subsidiaries (other than shares held in a fiduciary
capacity) or by Sub and each share of ABI Common Stock issued
and held in ABI's treasury will be canceled and retired.

(c) Cancellation of Shares. All shares of ABI Common
Stock issued and outstanding immediately prior to the Effective
Time shall no longer be outstanding and shall automatically be
canceled and retired and shall cease to exist, and each holder
of a certificate representing any such shares shall cease to
have any rights with respect thereto, except the right to
receive the shares of Firstar Common Stock and cash to be
exchanged or paid in consideration therefor upon the surrender
of such certificate in accordance with this Plan of Merger,
without interest.

(d) Adjustments to Price Per Share and Exchange Ratio.

(i) Subject to Section 9.01(a)(viii) of the
Agreement, if the Remediation Costs, as defined in the
Agreement, exceed $500,000, Firstar shall have the right
to adjust the Price Per Share otherwise provided in
Section 2.01(a) with the effect that the aggregate Market
Value of Firstar Common Stock otherwise issuable in the
Merger to the ABI Minority Stockholders shall be reduced
by 48.5818% of such excess Remediation Costs.

(ii) If prior to the Effective Time Firstar shall
declare a stock dividend or distribution upon or
subdivide, split up, reclassify or combine its shares of
Firstar Common Stock or declare a dividend or make a
distribution on Firstar Common Stock of any security
convertible into Firstar Common Stock or exercisable to
purchase Firstar Common Stock (including, without
limitation, distribution of any Firstar Rights after a
Distribution Date), appropriate adjustment or adjustments
will be made in the Exchange Ratio.

(e) Adjustment Based on Market Value of Firstar Common
Stock. Notwithstanding anything to the contrary in this Article
II, the terms of conversion of the ABI Common Stock shall be
subject to modification as set forth below:

(i) Subject to the termination provisions
provided in Sections 9.01(a)(ix) and 9.01(a)(x) of the
Agreement, if the Market Value of Firstar Common Stock is
less than or equal to $30.00, then the aggregate Stock
Consideration shall be 2,655,805 shares of Firstar Common
Stock and the aggregate Cash Consideration shall be that
amount necessary such that the sum ("Total
Consideration") of (i) Cash Consideration and (ii) the
product of Stock Consideration multiplied by the Market
Value of Firstar Common Stock ("Market Value of Stock
Consideration") is equal to $99,592,690. Below $30.00,
the proportion of Total Consideration consisting of Cash
Consideration shall incrementally increase above 20%, as
illustrated by Exhibit 2.04.

(ii) If the Market Value of Firstar Common Stock
is less than or equal to $32.00, the Total Consideration
shall be $99,592,690. If the Market Value of Firstar
Common Stock is less than or equal to $32.00 but not less
than $30.00, the proportion of Total Consideration
consisting of Cash Consideration shall be 20%.

(iii) If the Market Value of Firstar Common Stock
is less than $36.00, but greater than $32.00, then
aggregate Total Consideration shall be reduced
incrementally from $102,021,796, at the rate of
$6,072.7250 for each $.01 decrease in the Market Value of
Firstar Common Stock below $36.00.

(iv) If the Market Value of Firstar Common Stock
is less than or equal to $44.00, but not less than
$36.00, then aggregate Total Consideration shall be
$102,021,796.

(v) If the Market Value of Firstar Common Stock
is less than or equal to $48.00, but not less than
$44.00, then aggregate Total Consideration shall increase
incrementally from $102,021,796, at the rate of
$6,072.7250 for each $.01 increase in the Market Value of
Firstar Common Stock above $44.00, up to a maximum of
$104,450,870.

(vi) If the Market Value of Firstar Common Stock
equals or exceeds $44.00, but is less than or equal to
$56.25, then aggregate Stock Consideration shall be
1,854,942 shares of Firstar Common Stock and the
aggregate Cash Consideration shall be the difference
between aggregate Total Consideration and the Market
Value of Stock Consideration. If the Market Value of
Firstar Common Stock equals or exceeds $48.00, then
aggregate Total Consideration will be $104,450,870. The
proportion of Total Consideration consisting of Cash
Consideration shall incrementally decrease below 20%, as
illustrated by Exhibit 2.04. If the Market Value of
Firstar Common Stock equals or exceeds $56.25, the
aggregate Total Consideration of $104,450,870 will be
comprised solely of Stock Consideration.

(f) Dissenters' Shares. Each outstanding share of ABI
Stock as to which dissenters' rights have been asserted in
accordance with the procedures of the DGCL and not withdrawn
shall be accorded the rights provided by the DGCL and shall not
be converted into or represent rights to receive the
consideration hereunder unless and until the holder shall have
failed to perfect or effectively withdrawn or lost such
dissenters' rights.

2.02. Exchange of Certificates.

(a) Exchange Agent. As of the Effective Time, Sub shall deposit
with Firstar Trust Company or such other bank or trust company designated
by Firstar (and reasonably acceptable to ABI) (the "Exchange Agent") for
the benefit of the holders of shares of ABI Common Stock, for exchange in
accordance with this Article II through the Exchange Agent, cash and
certificates representing the shares of Firstar Common Stock (such shares
of Firstar Common Stock, together with any dividends or distributions with
respect thereto, and such cash being hereinafter referred to as the
"Exchange Fund") issuable pursuant to Section 2.01 in exchange for shares
of ABI Common Stock outstanding immediately prior to the Effective Time.
The Exchange Agent may invest the cash deposited with it in such manner as
Firstar or Sub direct. Any net profit resulting from, or interest or
income produced by, such investment shall be payable to the Surviving
Corporation. Sub shall replace any monies lost through any investment
made at said direction pursuant to this Section 2.02(a).

(b) Exchange Procedures. As soon as reasonably practicable
after the Effective Time, the Exchange Agent shall mail to each holder of
record of a certificate or certificates which immediately prior to the
Effective Time represented outstanding shares of ABI Common Stock (the
"Certificates") whose shares were converted into the right to receive
shares of Firstar Common Stock pursuant to Section 2.01 (i) a letter of
transmittal (which shall specify that delivery shall be effected, and risk
of loss and title to the Certificates shall pass, only upon delivery of
the Certificates to the Exchange Agent and shall be in such form and have
such other provisions as Firstar and ABI may reasonably specify) and (ii)
the instructions for use in effecting the surrender of the Certificates in
exchange for certificates representing shares of Firstar Common Stock and
cash. Upon surrender of a Certificate for cancellation to the Exchange
Agent or to such other agent or agents as may be appointed by Firstar,
together with such letter of transmittal, duly executed, the holder of
such Certificate shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of Firstar Common
Stock and the amount of cash, which such holder has the right to receive
pursuant to the provisions of this Article II, and the Certificate so
surrendered shall forthwith be canceled. In the event of a transfer of
ownership of ABI Common Stock which is not registered in the transfer
records of ABI, a certificate representing the proper number of shares of
Firstar Common Stock may be issued to a transferee if the Certificate
representing such ABI Common Stock is presented to the Exchange Agent,
accompanied by all documents required to evidence and effect such transfer
and by evidence that any applicable stock transfer taxes have been paid.
Until surrendered as contemplated by this Section 2.02, each Certificate
shall be deemed at any time after the Effective Time to represent only the
right to receive upon such surrender the certificate representing shares
of Firstar Common Stock and cash in lieu of any fractional shares of
Firstar Common Stock as contemplated by this Section 2.02.

(c) Distributions with Respect to Unexchanged Shares. No
dividends or other distributions declared or made after the Effective Time
with respect to Firstar Common Stock with a record date after the
Effective Time shall be paid to the holder of any unsurrendered
Certificate with respect to the shares of Firstar Common Stock represented
thereby, and no cash payment for such certificate or in lieu of fractional
shares shall be paid to any such holder until the holder or record of such
Certificate shall surrender such Certificate. Subject to the effect of
applicable laws, following surrender of any such Certificate, there shall
be paid to the record holder of the certificates representing whole shares
of Firstar Common Stock issued in exchange therefor, without interest, (i)
at the time of such surrender (A) the amount of any cash to which such
holder is entitled pursuant to Sections 2.01 or 2.02(e) and (B) the
amount of dividends or other distributions with a record date after the
Effective Time theretofore paid with respect to such whole shares of
Firstar Common Stock, and (ii) at the appropriate payment date, the amount
of dividends or other distributions with a record date after the Effective
Time but prior to surrender and a payment date subsequent to surrender
payable with respect to such whole shares of Firstar Common Stock.

(d) No Further Ownership Rights in ABI Common Stock. All shares
of Firstar Common Stock and all cash issued or paid upon the surrender for
exchange of shares of ABI Common Stock in accordance with the terms
hereof (including any cash paid pursuant to Section 2.02(c) or 2.02(e))
shall be deemed to have been issued in full satisfaction of all rights
pertinent to such shares of ABI Common Stock, subject, however, to the
Surviving Corporation's obligation to pay any dividends or to make other
distributions with a record date prior to the Effective Time which may
have been declared or made by ABI on such shares of ABI Common Stock or
in accordance with terms of the Agreement or prior to the date hereof and
which remain unpaid at the Effective Time, and there shall be no further
registration of transfers on the stock transfer books of the Surviving
Corporation of the shares of ABI Common Stock or which were outstanding
immediately prior to the Effective Time. If, after the Effective Time,
Certificates are presented to the Surviving Corporation or Firstar for any
reason, they shall be canceled and exchanged as provided in this Plan of
Merger.

(e) No Fractional Shares. Notwithstanding any other provision
of this Plan of Merger to the contrary, neither certificates nor scrip
representing fractional shares of Firstar Common Stock shall be issued
upon the surrender for exchange of Certificates, and such fractional share
interests will not entitle the owner thereof to vote or to any rights of a
stockholder of Firstar. Each holder of shares of ABI Common Stock who
would otherwise have been entitled to a fraction of a share of Firstar
Common Stock shall receive in lieu thereof cash (without interest) in an
amount determined by multiplying the fractional share interest to which
such holder would otherwise be entitled by the closing price per share of
Firstar Common Stock at the Effective Time on the New York Stock Exchange
Composite Transaction Tape. From time to time at the request of the
Exchange Agent after the determination of amounts of cash to be paid to
holders of ABI Common Stock in lieu of any fractional share interests,
Firstar shall make available such amounts to the Exchange Agent.

(f) Termination of Exchange Fund. Any portion of the Exchange
Fund which remains undistributed to the stockholders of ABI for six months
after the Effective Time shall be delivered to Firstar, upon demand, and
any stockholders of ABI who have not theretofore complied with this
Section 2.02 shall thereafter look only to Firstar for payment of their
claim for Firstar Common Stock or cash pursuant to this Plan of Merger and
any dividends or distributions with respect to Firstar Common Stock.

(g) No Liability. None of Firstar, Sub and ABI shall be liable
to any holder of shares of ABI Common Stock or Firstar Common Stock, as
the case may be, for such shares (or dividends or distributions with
respect thereto) or cash from the Exchange Fund delivered to a public
official pursuant to any applicable abandoned property, escheat or similar
law.

(h) Withholding Rights. Firstar and Sub shall be entitled to
deduct and withhold from the consideration otherwise payable pursuant to
the Agreements to any former holder of shares of ABI Common Stock such
amounts as Firstar or Sub is required to deduct and withhold with respect
to the making of such payment under the Internal Revenue Code of 1986, as
amended, or any provision of state, local or foreign tax law. To the
extent that amounts are so withheld by Firstar or Sub, such withheld
amounts shall be treated for all purposes of this Agreement as having been
paid to the former holder of the shares of ABI Common Stock in respect of
which such dedication and withholding was made by Firstar or Sub.

ARTICLE III
CONDITIONS; TERMINATION; AMENDMENT

3.02. Termination. This Plan of Merger may be terminated and the
Merger abandoned by mutual consent of the respective Boards of Directors
of ABI and Sub at any time prior to the Effective Time. If the Agreement
is terminated in accordance with Article IX thereof, then this Plan of
Merger will terminate simultaneously and the Merger will be abandoned
without further action by ABI or Sub.

3.03. Amendment. Subject to the next following sentence, this
Plan of Merger may be amended by the parties hereto by action taken or
authorized by their respective Boards of Directors (or in the case of
Firstar, the Interstate Banking and Acquisitions Committee of its Board of
Directors) at any time before or after approval of the matters presented
in connection with the Merger by the stockholders of ABI or of Sub, but
after any such approval by the stockholders of ABI, no amendment shall be
made which has any of the effects described in Section 251(d) of the DGCL.
This Plan of Merger may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto.

3.04. Extension; Waiver. At any time prior to the Effective Time,
Firstar and Sub, on the one hand, and ABI, on the other hand, by action
taken or authorized by their respective Boards of Directors (or, in the
case of Firstar, the Interstate Banking and Acquisitions Committee of its
Board of Directors), may, to the extent legally allowed, (i) extend the
time for the performance of any of the obligations or other acts of the
other party hereto and (ii) waive compliance by the other with any of the
agreements or conditions contained herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set
forth in written instrument on behalf of such party.

ARTICLE IV
GENERAL PROVISIONS

(a) if to Firstar and/or Sub, to:

Firstar Corporation
Attention: Jon H. Stowe,
Executive Vice President
777 East Wisconsin Avenue
Milwaukee, WI 53202
Telecopy: (414) 765-4349

with a copy to:

Firstar Corporation
Attention: Howard H. Hopwood III, Senior
Vice President & General Counsel
777 East Wisconsin Avenue
Milwaukee, WI 53202
Telecopy: (414) 765-6111

(b) if to ABI, to:

American Bancorporation, Inc.
Attention: Victor P. Reim,
Chairman & Chief Executive Officer
American Bank Building
101 East Fifth Street
Suite 2200
St. Paul, Minnesota 55101
Telecopy: (612) 229-6587

with a copy to:

Lindquist & Vennum
Attention: J. Kevin Costley
80 South 8th Street
Suite 4200
Minneapolis, Minnesota
Telecopy: (612) 371-3207

4.04. Governing Law. This Plan of Merger shall be governed and
construed in accordance with the laws of the State of Wisconsin, except as
the MBCA and DGCL are expressly applicable to the Merger.

4.05. Jury Waiver. Each of the parties hereby waives any right
to a trial by jury with respect to any dispute arising out of or relating
to this Plan of Merger.

IN WITNESS WHEREOF, Sub, ABI and Firstar have caused this Plan of
Merger to be signed by their respective officers thereunto duly
authorized, all as of the date first written above.

FIRSTAR CORPORATION OF
MINNESOTA

By: /s/ Richard W. Schoenke
Its: President and CEO

Attest: /s/ Beverly A. Erickson
Its: Vice President

AMERICAN BANCORPORATION, INC.

By: /s/ Victor P. Reim
Its: Chairman and CEO

Attest: /s/ Robert T. Lund
Its: Corporate Secretary

FIRSTAR CORPORATION

By: /s/ Jon H. Stowe
Its: Executive Vice President

Attest: /s/ Howard H. Hopwood III
Its: Senior Vice President

Exhibit 2.04 to
American Bancorporation
Plan of Merger
<TABLE>

AMERICAN BANCORPORATION, INC.
Transaction Price Collars

<CAPTION>
Firstar Transaction Number of Percentage Percentage
Stock Price Value Shares Stock Cash Stock Value Cash Value

<S> <C> <C> <C> <C> <C> <C>
$20.625 $99,592,690 2,655,805 55.0% 45.0% $54,775,978 $44,816,712
21.00 99,592,690 2,655,805 56.0% 44.0% 55,771,905 43,820,785
22.00 99,592,690 2,655,805 58.7% 41.3% 58,427,710 41,164,980
23.00 99,592,690 2,655,805 61.3% 38.7% 61,083,515 38,509,175
24.00 99,592,690 2,655,805 64.0% 36.0% 63,739,320 35,853,370
25.00 99,592,690 2,655,805 66.7% 33.3% 66,395,125 33,197,565
26.00 99,592,690 2,655,805 69.3% 30.7% 69,050,930 30,541,760
27.00 99,592,690 2,655,805 72.0% 28.0% 71,706,735 27,885,955
28.00 99,592,690 2,655,805 74.7% 25.3% 74,362,540 25,230,150
29.00 99,592,690 2,655,805 77.3% 22.7% 77,018,345 22,574,345

30.00 99,592,690 2,655,805 80.0% 20.0% 79,674,160 19,918,530
31.00 99,592,690 2,570,134 80.0% 20.0% 79,674,157 19,918,533

32.00 99,592,690 2,489,817 80.0% 20.0% 79,674,144 19,918,546
33.00 100,199,963 2,429,090 80.0% 20.0% 80,159,978 20,039,985
34.00 100,807,235 2,371,935 80.0% 20.0% 80,645,792 20,161,443
35.00 101,414,508 2,318,046 80.0% 20.0% 81,131,610 20,282,898

36.00 102,021,796 2,267,151 80.0% 20.0% 81,617,437 20,404,359
37.00 102,021,796 2,205,877 80.0% 20.0% 81,617,437 20,404,359
38.00 102,021,796 2,147,827 80.0% 20.0% 81,617,437 20,404,359
39.00 102,021,796 2,092,755 80.0% 20.0% 81,617,437 20,404,359
40.00 102,021,796 2,040,436 80.0% 20.0% 81,617,437 20,404,359
41.00 102,021,796 1,990,669 80.0% 20.0% 81,617,437 20,404,359
42.00 102,021,796 1,943,272 80.0% 20.0% 81,617,437 20,404,359
43.00 102,021,796 1,898,080 80.0% 20.0% 81,617,437 20,404,359
44.00 102,021,796 1,854,942 80.0% 20.0% 81,617,437 20,404,359

45.00 102,021,796 1,854,942 81.3% 18.7% 83,472,390 19,156,663
46.00 103,236,325 1,854,942 82.7% 17.3% 85,327,332 17,908,993
47.00 103,843,598 1,854,942 84.0% 16.0% 87,182,274 16,661,324
48.00 104,450,870 1,854,942 85.2% 14.8% 89,037,216 15,413,654

49.00 104,450,870 1,854,942 87.0% 13.0% 90,892,158 13,558,712
50.00 104,450,870 1,854,942 88.8% 11.2% 92,747,100 11,703,770
51.00 104,450,870 1,854,942 90.6% 9.4% 94,602,042 9,848,828
52.00 104,450,870 1,854,942 92.3% 7.7% 96,456,984 7,993,886
53.00 104,450,870 1,854,942 94.1% 5.9% 98,311,926 6,138,944
54.00 104,450,870 1,854,942 95.9% 4.1% 100,166,868 4,284,002
55.00 104,450,870 1,854,942 97.7% 2.3% 102,021,810 2,429,060
56.00 104,450,870 1,854,942 99.5% 0.5% 103,876,752 574,118
57.00 104,450,870 1,832,471 100.0% 0.0% 104,450,870 0
58.00 104,450,870 1,800,877 100.0% 0.0% 104,450,870 0
</TABLE>

EXHIBIT 9.01

INDEX GROUP

Ticker Company

one BANC ONE CORP
nob NORWEST CORP
key KEYBORP
boat BOATMENS BANCSHARES INC.
fitb FIFTH THIRD BANCORP
ncc NATIONAL CITY CORP
cma COMERICA INC
stt STATE STREET BOSTON CORP
usbc US BANCORP
hban HUNTINGTON BANCSHARES
ntrs NORTHERN TRUST CORP
foa FIRST OF AMERICA BANK CORP
mtl MERCANTILE BANCORPORATION
mris MARSHALL & ILSLEY CORP
aso AMSOUTH BANCORPORATION
sotr SOUTHTRUST CORP
cf CRESTAR FINANCIAL CORP
ujb UBJ FINL CORP
ften FIRST TENNESSEE NATL CORP
ubnk UNION BANK SAN FRANCISCO
rgbk REGIONS FINL CORP
oken OLD KENT FINANCIAL CORP
boh BANCORP HAWAII INC
fes FIRST EMPIRE STATE CORP
sbk SIGNET BANKING CORP
wb WACHOVIA CORP
sti SUNTRUST BANKS INC
cfl CORESTATES FINANCIAL CORP
fcn FIRST CHICAGO NBD CORP

<PAGE>
APPENDIX D

[DRAFT] Piper Jaffray Companies, Inc.
222 South Ninth Street
Minneapolis, MN 55402-3804
612-342-6000

March __, 1996

Board of Directors
Jacob Schmidt Company
c/o American Bancorporation, Inc.
American Bank Building
101 East Fifth Street
St. Paul, MN 55101

Gentlemen:

You have requested our opinion as to the fairness, from a financial point
of view, to the holders of American Bancorporation, Inc. Common Stock (the
"ABI shareholders") of the consideration to be paid by Firstar Corporation
("Firstar") in connection with the proposed merger transaction ("Merger")
whereby Jacob Schmidt Company ("Jacob Schmidt") and American
Bancorporation, Inc. ("ABI"), a majority-owned subsidiary of Jacob Schmidt
will be merged with and into Firstar Corporation of Minnesota ("Firstar
Minnesota"), a wholly-owned subsidiary of Firstar pursuant to an Agreement
and Plan of Reorganization dated January 10, 1996, as amended (the "Merger
Agreement"), among ABI, Jacob Schmidt, Firstar and Firstar Minnesota.
Pursuant to the Merger Agreement, the consideration to be received by ABI
shareholders will consist of cash and Firstar common stock to be issued in
a transaction which we have been advised by management of the parties will
be accounted for as a purchase transaction. Jacob Schmidt is a
shareholder of ABI. The shareholders of Jacob Schmidt will receive,
pursuant to the Merger Agreement, consideration consisting of cash and
Firstar common stock. As described in the Proxy Statement/Prospectus to
which this opinion is attached, the amount of such consideration is based
on the consideration to be received by ABI Shareholders pursuant to the
Merger Agreement and includes additional consideration based on the other
assets of Jacob Schmidt. You have not requested our opinion concerning
the consideration to be received by the shareholders of Jacob Schmidt in
connection with the Merger. The terms of the Merger are set forth more
fully in the Merger Agreement.

Piper Jaffray Inc., as a customary part of its investment banking
business, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, underwriting and
secondary distributions of securities, private placements and valuations
for estate, corporate and other purposes. We are currently acting as
financial advisor to ABI in connection with the Merger and will receive a
fee for our services from ABI that is contingent upon the consummation of
the Merger. For our services in rendering this opinion, ABI will pay us a
fee which is not contingent on consummation of the Merger and indemnify us
against certain liabilities. In addition, Piper Jaffray Inc. has from
time to time issued research reports and recommendations on the common
stock of Firstar and, in the ordinary course of business, acts as a market
maker in Firstar Common Stock.

In arriving at our opinion, we have undertaken such review, analysis and
inquiries as we deemed necessary and appropriate under the circumstances.
Among other things, we have reviewed (i) the Merger Agreement dated
January 10, 1996, (ii) certain financial information available to the
shareholders of ABI, (iii) certain internal financial information of ABI
prepared for financial planning purposes and furnished by the management
of ABI, (iv) certain financial and other publicly available information
relative to Firstar, and (v) certain internal financial information of the
combined company resulting from the Merger (the "Combined Company")
prepared for financial planning purposes and furnished by the management
of ABI. We have had discussions with members of the management of ABI
concerning the financial condition, current operating results and business
outlook for ABI and the Combined Company. We have had discussions with
members of the management of Firstar concerning the financial condition,
current operating results and business outlook for Firstar and the
Combined Company and Firstar's plans relating to the Combined Company. We
have analyzed the historical reported market prices and trading activity
of Firstar Common Stock. We have compared financial information
concerning ABI and Firstar and stock market information on Firstar to
similar information for certain publicly traded companies deemed similar
to ABI and Firstar. We have also reviewed, to the extent publicly
available, the terms of selected relevant mergers and acquisitions,
analyzed the general economic outlook of banking institutions, and
performed other studies and analyses as we considered appropriate.

We have relied upon and assumed the accuracy, completeness and fairness of
the financial statements and other information provided to us by ABI and
Firstar or otherwise made available to us, and have not attempted
independently to verify such information. We have assumed, in reliance,
upon the assurances of the managements of ABI and Firstar, that the
information provided to us by ABI and Firstar has been prepared on a
reasonable basis, and, with respect to financial planning data and other
business outlook information, reflects the best currently available
estimates, and that the managements of ABI and Firstar are not aware of
any information or facts that would make the information provided to us
incomplete or misleading. We have assumed that there have been no
material changes in ABI's or Firstar's assets, financial condition,
results of operations, business or prospects since the date of the last
financial statements made available to us. We have also assumed that the
Merger Agreement accurately reflects all of the terms relevant to our
opinion upon which the parties will consummate the Merger, that the Merger
will have the tax consequences described in the Merger Agreement, and that
the other transactions contemplated by the Merger Agreement will be
consummated as described in the Merger Agreement. We have relied as to
all legal matters related to the Merger and the Merger Agreement upon the
advice of your counsel. We have not reviewed or analyzed any matters
related to Jacob Schmidt, other than the foregoing matters relative to
ABI.

In arriving at our opinion, we have not performed any appraisals or
valuations of specific assets of ABI or Firstar and we express no opinion
regarding the liquidation value of any entity.

This opinion is based upon the information available to us and facts and
circumstances as they exist and are subject to evaluation on the date
hereof. We are not expressing any opinion herein as to the prices at
which shares of Firstar Common Stock have traded, will trade when issued
or may trade at any future time.

Except with respect to the use of this opinion in connection with the
Proxy Statement/Prospectus relating to the Merger, this opinion may not be
used or referred to by Jacob Schmidt or quoted or disclosed to any person
in any manner without our prior written consent. This opinion is not
intended to be and does not constitute a recommendation to any Jacob
Schmidt shareholder as to how such Jacob Schmidt shareholder should vote
with respect to the Merger. We have not been asked to express, and
therefore this opinion does not express any view as to the consideration
to be received by the Jacob Schmidt shareholders in connection with the
Merger.

Based upon and subject to the foregoing and based upon such other factors
as we consider relevant, it is our opinion that the consideration to be
received by the ABI Shareholders pursuant to the Merger Agreement is fair,
from a financial point of view, to the ABI Shareholders as of the date
hereof.

Sincerely,

PIPER JAFFRAY INC.

<PAGE>
APPENDIX E

Piper Jaffray Companies, Inc.
222 South Ninth Street
Minneapolis, MN 55402-3804

March __, 1996

Board of Directors
American Bancorporation, Inc.
101 East Fifth Street
Suite 2200
St. Paul, MN 55101

Gentlemen:

Piper Jaffray Inc., as a customary part of its investment banking
business, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, underwriting and
secondary distributions of securities, private placements and valuations
for estate, corporate and other purposes. We are currently acting as
financial advisor to ABI in connection with the Merger and will receive a
fee for our services that is contingent upon the consummation of the
Merger. For our services in rendering this opinion, ABI will pay us a fee
which is not contingent on consummation of the Merger and indemnify us
against certain liabilities. In addition, Piper Jaffray Inc. has from
time to time issued research reports and recommendations on the common
stock of Firstar and, in the ordinary course of business, acts as a market
maker in Firstar Common Stock.

In arriving at our opinion, we have undertaken such review, analyses and
inquiries as we deemed necessary and appropriate under the circumstances.
Among other things, we have reviewed (i) the Merger Agreement dated
January 10, 1996, (ii) certain financial information available to the
shareholders of ABI, (iii) certain internal financial information of ABI
prepared for financial planning purposes and furnished by the management
of ABI, (iv) certain financial and other publicly available information
relative to Firstar, and (v) certain internal financial information of the
combined company resulting from the Merger (the "Combined Company")
prepared for financial planning purposes and furnished by the management
of ABI. We have had discussions with members of the management of ABI
concerning the financial condition, current operating results and business
outlook for ABI and the Combined Company. We have had discussions with
members of the management of Firstar concerning the financial condition,
current operating results and business outlook for Firstar and the
Combined Company and Firstar's plans relating to the Combined Company. We
have analyzed the historical reported market prices and trading activity
of Firstar Common Stock. We have compared financial information
concerning ABI and Firstar and stock market information on Firstar to
similar information for certain publicly traded companies deemed similar
to ABI and Firstar. We have also reviewed, to the extent publicly
available, the terms of selected relevant mergers and acquisitions,
analyzed the general economic outlook of banking institutions, and
performed other studies and analyses as we considered appropriate.

In arriving at our opinion, we have not performed any appraisals or
valuations of specific assets of ABI or Firstar and we express no opinion
regarding the liquidation value of any entity.

This opinion is furnished pursuant to our engagement letter dated May 24,
1995. Except with respect to the use of this opinion in connection with
the Proxy Statement/Prospectus relating to the Merger, this opinion may
not be used or referred to by ABI or quoted or disclosed to any person in
any manner without our prior written consent. This opinion is not
intended to be and does not constitute a recommendation to any ABI
Shareholder as to how such ABI Shareholder should vote with respect to the
Merger.

Sincerely,

PIPER JAFFRAY INC.

<PAGE>
APPENDIX F

Examples of Price Per JSC Share Based
Upon Various Market Values of Firstar Common Stock

Market Value of
Firstar Common Price Per JSC JSC Stock JSC Cash
Stock Share Consideration Consideration

$20.625 $3,298.9541 87.972 shares $1,484.5295
21.00 3,298.9541 87.972 shares 1,451.5399
22.00 3,298.9541 87.972 shares 1,363.5678
23.00 3,298.9541 87.972 shares 1,275.5957
24.00 3,298.9541 87.972 shares 1,187.6236
25.00 3,298.9541 87.972 shares 1,099.6515
26.00 3,298.9541 87.972 shares 1,011.6794
27.00 3,298.9541 87.972 shares 923.7073
28.00 3,298.9541 87.972 shares 835.7352
29.00 3,298.9541 87.972 shares 747.7631

$30.00 $3,298.9541 87.972 shares $659.7910
31.00 3,298.9541 85.134 shares 659.7910

$32.00 $3,298.9541 82.474 shares $659.7906
33.00 3,317.3266 80.420 shares 663.4655
34.00 3,335.6992 78.487 shares 667.1400
35.00 3,354.0717 76.665 shares 670.8145

$36.00 $3,372.4439 74.943 shares $674.4888
37.00 3,372.4439 72.918 shares 674.4888
38.00 3,372.4439 70.999 shares 674.4888
39.00 3,372.4439 69.178 shares 674.4888
40.00 3,372.4439 67.449 shares 674.4888
41.00 3,372.4439 65.804 shares 674.4888
42.00 3,372.4439 64.237 shares 674.4888
43.00 3,372.4439 62.743 shares 674.4888
44.00 3,372.4439 61.317 shares 674.4888

$45.00 $3,390.8169 61.317 shares $631.5450
46.00 3,409.1895 61.317 shares 588.6004
47.00 3,427.5620 61.317 shares 545.6558
48.00 3,445.9346 61.317 shares 502.7112

$49.00 $3,445.9346 61.317 shares $441.3940
50.00 3,445.9346 61.317 shares 380.0769
51.00 3,445.9346 61.317 shares 318.7597
52.00 3,445.9346 61.317 shares 257.4426
53.00 3,445.9346 61.317 shares 196.1254
54.00 3,445.9346 61.317 shares 134.8083
55.00 3,445.9346 61.317 shares 73.4911
56.00 3,445.9346 61.317 shares 12.1740
57.00 3,445.9346 60.455 shares 0
58.00 3,445.9346 59.413 shares 0

<PAGE>
APPENDIX G

Examples of Price Per ABI Share Based
Upon Various Market Values of Firstar Common Stock

Market Value of
Firstar Common Price Per ABI ABI Stock ABI Cash
Stock Share Consideration Consideration

$20.625 $222.5968 5.936 shares $100.1686
21.00 222.5968 5.936 shares 97.9426
22.00 222.5968 5.936 shares 92.0067
23.00 222.5968 5.936 shares 86.0708
24.00 222.5968 5.936 shares 80.1348
25.00 222.5968 5.936 shares 74.1989
26.00 222.5968 5.936 shares 68.2630
27.00 222.5968 5.936 shares 62.3271
28.00 222.5968 5.936 shares 56.3912
29.00 222.5968 5.936 shares 50.4553

$30.00 $222.5968 5.936 shares $44.5193
31.00 222.5968 5.744 shares 44.5193

$32.00 $222.5968 5.565 shares $44.5194
33.00 223.9541 5.429 shares 44.7903
34.00 225.3114 5.301 shares 45.0623
35.00 226.6687 5.181 shares 45.3337

$36.00 $228.0260 5.067 shares $45.6052
37.00 228.0260 4.930 shares 45.6052
38.00 228.0260 4.801 shares 45.6052
39.00 228.0260 4.678 shares 45.6052
40.00 228.0260 4.561 shares 45.6052
41.00 228.0260 4.449 shares 45.6052
42.00 228.0260 4.343 shares 45.6052
43.00 228.0260 4.242 shares 45.6052
44.00 228.0260 4.146 shares 45.6052

$45.00 $229.3833 4.146 shares $42.8165
46.00 230.7412 4.146 shares 40.0279
47.00 232.0979 4.146 shares 37.2392
48.00 233.4552 4.146 shares 34.4506

$49.00 $233.4552 4.146 shares $30.3047
50.00 233.4552 4.146 shares 26.1588
51.00 233.4552 4.146 shares 22.0128
52.00 233.4552 4.146 shares 17.8669
53.00 233.4552 4.146 shares 13.7210
54.00 233.4552 4.146 shares 9.5751
55.00 233.4552 4.146 shares 5.4291
56.00 233.4552 4.146 shares 1.2832
57.00 233.4552 4.096 shares 0
58.00 233.4552 4.025 shares 0

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Pursuant to the provisions of Wisconsin Business Corporation Law,
Sections 180.0850 through 180.0859, inclusive, 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
stockholders 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.
Additionally, under Section 180.0828 of the Wisconsin Business Corporation
Law, directors of Firstar are not subject to personal liability to
Firstar, its stockholders or any person asserting rights on behalf thereof
for certain breaches or failures to perform any duty resulting solely from
their status as directors, except in circumstances paralleling those
outlined above.

Firstar's Bylaws 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 Bylaws.

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 21. Exhibits and Financial Statement Schedules.

(a) The following exhibits have been filed (except where
otherwise indicated) as part of this Registration Statement:

Exhibit No. Exhibit

2(a) Agreement and Plan of Reorganization dated as of January 10,
1996, among Firstar Corporation, Firstar Corporation of
Minnesota, Jacob Schmidt Company and American Bancorporation,
Inc. (included as Appendix C of the Joint Proxy Statement-
Prospectus; Registrant agrees to furnish supplementally a copy of
any omitted schedule to the Commission upon request)

2(b) Plan of Merger dated as of January 10, 1996, between Jacob
Schmidt Company, Firstar Corporation of Minnesota and Firstar
Corporation (included as Exhibit A to Appendix C of the Joint
Statement-Prospectus)

2(c) Plan of Merger dated as of January 10, 1996, among American
Bancorporation, Inc., Firstar Corporation of Minnesota and
Firstar Corporation (included as Exhibit B to Appendix C of the
Joint Proxy Statement-Prospectus)

2(d) Form of Voting Agreement between Firstar Corporation and certain
stockholders of Jacob Schmidt Company, dated as of January 10,
1996

2(e) Form of Voting Agreement between Firstar Corporation and certain
stockholders of American Bancorporation, Inc., dated as of
January 10, 1996

4(a) Indenture dated as of June 1, 1986, between Firstar Corporation
and Chemical Bank, as Trustee, relating to Firstar Corporation's
10% Notes due 1996 (Exhibit 4(b) to Amendment No. 1 to
Registration No. 33-5932; incorporated herein by reference)

4(b) Indenture dated as of May 1, 1988, between Firstar Corporation
and Chemical Bank, as Trustee, relating to Firstar Corporation's
10-1/4% Notes due 1998 (Exhibit 4(a) to Amendment No. 1 to
Registration No. 33-21527; incorporated herein by reference)

4(c) Shareholder Rights Plan of Firstar Corporation (Exhibit 4 of Form
8-K dated January 19, 1989; incorporated herein by reference)

4(d) Restated Articles of Incorporation, as amended, of Firstar
(Exhibit 4(d) to Amendment No. 1 to Registration Statement No.
33-57225; incorporated herein by reference)

4(e) Articles of Amendment to Firstar's Restated Articles of
Incorporation 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.

8 Tax Opinion of Lindquist & Vennum P.L.L.P.

23(a) Consent of KPMG Peat Marwick LLP addressed to Board of Directors
of Jacob Schmidt Company

23(b) Consent of KPMG Peat Marwick LLP addressed to Board of Directors
of American Bancorporation, Inc.

23(c) Consent of KPMG Peat Marwick LLP addressed to Board of Directors
of Firstar Corporation

23(d) Consent of Howard H. Hopwood III, Esq. (included in Exhibit 5)

23(e) Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 8)

23(f) Consent of Piper Jaffray Inc.

24 Powers of Attorney

99(a) Proxy for the Jacob Schmidt Company Special Meeting of
Stockholders

99(b) Proxy for the American Bancorporation, Inc. Special Meeting of
Stockholders

(b) No financial statement schedules are required to be filed
with regard to Firstar, JSC or ABI.

Item 22. Undertakings.

(1) Firstar hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, as amended, that is incorporated
by reference in 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.

(2) Firstar hereby undertakes that prior to any public
reoffering of the securities registered hereunder through use of a
Prospectus which is a part of this Registration Statement, by any person
or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering Prospectus will contain
the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.

(3) Firstar undertakes that every Prospectus (i) that is filed
pursuant to paragraph (2) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the Registration Statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, as amended,
each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(4) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of Firstar pursuant to the foregoing
provisions, or otherwise, Firstar has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Firstar of expenses incurred or paid by a
director, officer or controlling person or Firstar 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, Firstar 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 is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

(5) Firstar hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.

(6) Firstar hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

(7) Firstar hereby undertakes 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.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized in the City of
Milwaukee and State of Wisconsin on March 6, 1996.

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.

Signature Title Date

/s/ Roger L. Fitzsimonds Chairman of the Board, March 6, 1996
Roger L. Fitzsimonds Chief Executive Officer
and Director

/s/ John A. Becker * President, Chief March 6, 1996
John A. Becker Operating Officer and
Director

/s/ William H. Risch * Senior Vice President- March 6, 1996
William H. Risch Finance and Treasurer

/s/ Michael E. Batten * Director March 6, 1996
Michael E. Batten

Director
Robert C. Buchanan

/s/ George M. Chester, Jr.* Director March 6, 1996
George M. Chester, Jr.

/s/ Roger H. Derusha * Director March 6, 1996
Roger H. Derusha

/s/ James L. Forbes * Director March 6, 1996
James L. Forbes

/s/ Holmes Foster * Director March 6, 1996
Holmes Foster

/s/ John H. Hendee, Jr. * Director March 6, 1996
John H. Hendee, Jr.

/s/ Jerry M. Hiegel * Director March 6, 1996
Jerry M. Hiegel

/s/ Joseph F. Hladky, III * Director March 6, 1996
Joseph F. Hladky, III

/s/ C. Paul Johnson * Director March 6, 1996
C. Paul Johnson

/s/ James H. Keyes * Director March 6, 1996
James H. Keyes

/s/ Sheldon B. Lubar * Director March 6, 1996
Sheldon B. Lubar

Director
Daniel F. McKeithan, Jr.

/s/ George W. Mead, II * Director March 6, 1996
George W. Mead, II

/s/ Guy A. Osborn * Director March 6, 1996
Guy A. Osborn

Director
Judith D. Pyle

/s/ Clifford V. Smith, Jr.* Director March 6, 1996
Clifford V. Smith, Jr.

Director
William W. Wirtz

By: /s/ Howard H. Hopwood, III
Howard H. Hopwood, III
Attorney-in-Fact

__________________________

*Pursuant to authority granted by powers of attorney filed with
the Registration Statement.

<PAGE>
EXHIBIT INDEX

FIRSTAR CORPORATION

Sequential
Exhibit No. Exhibit Page Number

2(a) Agreement and Plan of Reorganization dated as of January
10, 1996, among Firstar Corporation, Firstar Corporation
of Minnesota, Jacob Schmidt Company and American
Bancorporation, Inc. (included as Appendix C of the Joint
Proxy Statement-Prospectus; Registrant agrees to furnish
supplementally a copy of any omitted schedule to the
Commission upon request)

2(b) Plan of Merger dated as of January 10, 1996, between
Jacob Schmidt Company, Firstar Corporation of Minnesota
and Firstar Corporation (included as Exhibit A to
Appendix C of the Joint Statement-Prospectus)

2(c) Plan of Merger dated as of January 10, 1996, among
American Bancorporation, Inc., Firstar Corporation of
Minnesota and Firstar Corporation (included as Exhibit B
to Appendix C of the Joint Proxy Statement-Prospectus)

2(d) Form of Voting Agreement between Firstar Corporation and
certain stockholders of Jacob Schmidt Company, dated as
of January 10, 1996

2(e) Form of Voting Agreement between Firstar Corporation and
certain stockholders of American Bancorporation, Inc.,
dated as of January 10, 1996

4(a) Indenture dated as of June 1, 1986, between Firstar
Corporation and Chemical Bank, as Trustee, relating to
Firstar Corporation's 10% Notes due 1996 (Exhibit 4(b) to
Amendment No. 1 to Registration No. 33-5932; incorporated
herein by reference)

4(b) Indenture dated as of May 1, 1988, between Firstar
Corporation and Chemical Bank, as Trustee, relating to
Firstar Corporation's 10-1/4% Notes due 1998 (Exhibit
4(a) to Amendment No. 1 to Registration No. 33-21527;
incorporated herein by reference)

4(c) Shareholder Rights Plan of Firstar Corporation (Exhibit 4
of Form 8-K dated January 19, 1989; incorporated herein
by reference)

4(d) Restated Articles of Incorporation, as amended, of
Firstar (Exhibit 4(d) to Amendment No. 1 to Registration
Statement No. 33-57225; incorporated herein by reference)

4(e) Articles of Amendment to Firstar's Restated Articles of
Incorporation 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.

8 Tax Opinion of Lindquist & Vennum P.L.L.P.*

23(a) Consent of KPMG Peat Marwick LLP addressed to Board of
Directors of Jacob Schmidt Company

23(b) Consent of KPMG Peat Marwick LLP addressed to Board of
Directors of American Bancorporation, Inc.

23(c) Consent of KPMG Peat Marwick LLP addressed to Board of
Directors of Firstar Corporation

23(d) Consent of Howard H. Hopwood III, Esq. (included in
Exhibit 5)

23(e) Consent of Lindquist & Vennum P.L.L.P. (included in
Exhibit 8)

23(f) Consent of Piper Jaffray Inc.*

24 Powers of Attorney

99(a) Proxy for the Jacob Schmidt Company Special Meeting of
Stockholders*

99(b) Proxy for the American Bancorporation, Inc. Special
Meeting of Stockholders*

_______________

* To be filed by amendment.

EXHIBIT 2(d)

VOTING AGREEMENT

THIS VOTING AGREEMENT dated as of January 10, 1996 (the
"Agreement") is entered into by and between FIRSTAR CORPORATION, a
Wisconsin corporation ("Firstar"), and ________________________
("Shareholder").

W I T N E S S E T H :

WHEREAS, as of the date hereof, Shareholder and Firstar each own
certain shares of the capital stock of Jacob Schmidt Company, a Minnesota
corporation ("JSC"), $100.00 par value ("JSC Common Stock");

WHEREAS, Firstar is contemplating the acquisition of JSC by
means of a merger (the "Merger") of JSC with and into Firstar Corporation
of Minnesota ("Sub"), a wholly-owned subsidiary of Firstar, pursuant to an
Agreement and Plan of Reorganization (the "Reorganization Agreement") and
a related Plan of Merger, each dated as of the date hereof (the "Merger
Agreements");

WHEREAS, Firstar is unwilling to expend the substantial time,
effort and expense necessary to implement the proposed acquisition of JSC,
including applying for and obtaining necessary approvals of federal and
state banking authorities, unless Shareholder enters into this Agreement
with Firstar; and

WHEREAS, Shareholder believes it is in his/her/its best interest
as well as the best interest of JSC for Firstar to consummate the Merger;
and

WHEREAS, this Agreement is created under Section 302A.455 of the
Minnesota Business Corporation Act ("MBCA");

NOW, THEREFORE, in consideration of the covenants and agreements
of the parties herein contained and as an inducement to Firstar to incur
the expenses associated with the Merger and to enter into the Merger
Agreements, the parties hereto, intending to be legally bound, hereby
agree as follows:

1. Definitions. All capitalized terms not otherwise defined
herein are as defined in the Reorganization Agreement.

2. Representations and Warranties. Shareholder represents and
warrants that as of the date hereof shareholder (a) owns beneficially the
number of shares of JSC Common Stock identified below, all of which shares
are free and clear of all liens, pledges, security interests,
claims,encumbrances, options and agreements to sell or otherwise transfer,
except as disclosed in the JSC Disclosure Letter; and (b) has voting power
with respect to such shares.

3. Voting Agreements.

(a) Shareholder shall vote all the shares of JSC Common
Stock he/she/it now beneficially owns or hereafter acquires and over which
Shareholder has voting control (the "Subject Shares") in favor of the
Merger at any meeting of shareholders of JSC called for the purpose of
approving the Merger. Shareholder shall not exercise, and hereby waives,
any and all rights he/she/it has or may have under Sections 302A.471 and
302A.473 (Dissenters' Rights) of the MBCA in connection with the Merger.
Shareholder shall not vote the subject Shares in favor of or consent to
(a) any issuance of stock to any party other than Firstar or its
affiliates; or (b) an acquisition of stock or all or substantially all of
the assets of JSC by any party other than Firstar or its affiliates, prior
to the termination of this Agreement. Shareholder shall not sell, assign,
pledge or otherwise transfer the subject shares to a third party
transferee unless as a condition of such transfer the third party
transferee shall execute a voting agreement in form acceptable to Firstar
(and substantially in the form of this Agreement). Such voting agreement
shall be deemed a supplement to this Agreement to which all shares of JSC
Common Stock then or thereafter acquired by the third party transferee
shall be subject. Shareholder authorizes Firstar to deliver a copy of
this Agreement to JSC to provide notice to JSC of the foregoing
restriction on transfer.

(b) Firstar shall vote all of the shares of JSC Common
Stock it now owns or hereafter acquires and over which Firstar has voting
control in favor of the Merger at any meeting of shareholders of JSC
called for the purpose of approving the Merger.

4. No Ownership Interest. Nothing contained in this Agreement
shall be deemed to vest in Firstar any direct or indirect ownership or
incidence of ownership of or with respect to any shares of JSC Common
Stock. All rights, ownership and economic benefits of and relating to the
shares of JSC Common Stock shall remain and belong to Shareholder, except
as otherwise expressly provided herein or in the Merger Agreements,
Firstar shall have no authority to (i) manage, direct, superintend,
restrict, regulate, govern or administer any of the policies or operations
of JSC; (ii) exercise any power or authority to direct Shareholder in the
voting of any of the shares of JSC Common Stock; or (iii) exercise any
power or authority to direct Shareholder in the performance of his or her
duties or responsibilities as a director or officer of JSC.

5. Evaluation of Investment. Shareholder, by reason of
his/her/its knowledge and experience in financial and business matters or
through serving as an officer or director of a financial institution,
believes himself/herself/itself capable of evaluating the merits and risks
of the investment in common stock of Firstar, $1.25 par value ("Firstar
Common Stock"), contemplated by the Merger Agreements.

6. Documents Delivered. Shareholder acknowledges receipt of
copies of the following documents:

(a) Merger Agreements and all exhibits thereto;

(b) Firstar's 1994 Annual Report (including annual
Report on Form 10-K for the year ended December 31, 1994);

(d) Firstar's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.

7. Investment Purpose. Shareholder hereby represents,
warrants and agrees that he/she/it is acquiring the shares of Firstar
Common Stock pursuant to the Merger Agreements solely for his own account,
for investment, and not with a view to the distribution or resale thereof.

8. Amendment and Modification. This Agreement may be amended,
modified or supplemented at any time by the written approval of such
amendment, modification or supplement by JSC, Shareholder and Firstar.

9. Entire Agreement. This Agreement evidences the entire
agreement among the parties hereto with respect to the matters provided
for herein and there are no agreements, representations or warranties with
respect to the matters provided for herein other than those set forth
herein and in the Merger Agreements and their related written agreements.
This Agreement supersedes any agreements among JSC and its stockholders,
concerning the acquisition, disposition or control of the stock of JSC,
except the Investment Agreement between Firstar and JSC.

10. Severability. The parties agree that if any provision of
this Agreement shall under any circumstances be deemed invalid or
inoperative, this Agreement shall be construed with the invalid or
inoperative provisions deleted and the rights and obligations of the
parties shall be construed and enforced accordingly.

11. Counterparts. This Agreement may be executed into two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.

12. Governing Law. The validity, construction, enforcement and
effect of this Agreement shall be governed by the internal laws of the
State of Minnesota.

13. Headings. The headings for the paragraphs of this
Agreement are inserted for convenience only and shall not constitute a
part hereof or affect the meaning or interpretation of this Agreement.

14. Successors. This Agreement shall be binding upon and inure
to the benefit of Firstar and its successors and Shareholder and
Shareholder's spouse and their respective executors, personal
representatives, administrators, heirs, legatees, guardians and other
legal representatives. This Agreement shall survive the death or
incapacity of Shareholder. This Agreement may be assigned by Firstar only
to an affiliate of Firstar.

15. Jury Waiver. Each of the parties hereby waives any right
to a trial by jury with respect to any dispute arising out of or relating
to this Agreement.

16. Termination. This Agreement shall terminate at the
earliest to occur of: (a) the Effective Time (as defined in the
Reorganization Agreement); (b) the termination of the Reorganization
Agreement by JSC pursuant to Section 10.01(a)(ii) thereof; (c) the
termination of the Reorganization Agreement by mutual agreement of the
parties; or (d) the expiration of 12 months after termination of the
Reorganization Agreement (other than terminations described in clause (b)
or (c)). Upon termination of this Agreement, no party shall have any
further obligation or liabilities hereunder, provided, that such
termination shall not relieve any party from liability for any breach of
this Agreement prior to such termination.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.

FIRSTAR CORPORATION

By: _______________________________________
Title: __________________________

[SHAREHOLDER]

_________________________________
Shares of Jacob Schmidt Company
Common Stock owned of record or
otherwise beneficially

Name: ________________________________

EXHIBIT 2(e)

VOTING AGREEMENT

W I T N E S S E T H :

WHEREAS, as of the date hereof, Shareholder and Firstar each own
certain shares of the common stock of American Bancorporation, Inc., a
Delaware corporation ("ABI"), no par value ("ABI Common Stock");

WHEREAS, Firstar is contemplating the acquisition of ABI by
means of a merger (the "Merger") of ABI with and into Firstar Corporation
of Minnesota ("Sub"), a wholly-owned subsidiary of Firstar, pursuant to an
Agreement and Plan of Reorganization (the "Reorganization Agreement") and
a related Plan of Merger, each dated as of the date hereof (the "Merger
Agreements");

WHEREAS, Firstar is unwilling to expend the substantial time,
effort and expense necessary to implement the proposed acquisition of ABI,
including applying for and obtaining necessary approvals of federal and
state banking authorities, unless Shareholder enters into this Agreement
with Firstar; and

WHEREAS, Shareholder believes it is in his/her/its best interest
as well as the best interest of ABI for Firstar to consummate the Merger;
and

WHEREAS, this Agreement is created under Section 218(c) of the
Delaware General Corporation Law ("DGCL");

1. Definitions. All capitalized terms not otherwise defined
herein are as defined in the Reorganization Agreement.

2. Representations and Warranties. Shareholder represents and
warrants that as of the date hereof shareholder (a) owns beneficially the
number of shares of ABI Stock identified below, all of which shares are
free and clear of all liens, pledges, security interests,
claims,encumbrances, options and agreements to sell or otherwise transfer,
except as disclosed in the ABI Disclosure Letter; and (b) has voting power
with respect to such shares.

3. Voting Agreements.

(a) Shareholder shall vote all the shares of ABI Common
Stock he/she/it now beneficially owns or hereafter acquires and over which
Shareholder has voting control (the "Subject Shares") in favor of the
Merger at any meeting of shareholders of ABI called for the purpose of
approving the Merger. Shareholder shall not exercise, and hereby waives,
any and all rights he/she/it has or may have under Section 262
(Dissenters' Rights) of the DGCL in connection with the Merger.
Shareholder shall not vote the Subject Shares in favor of or consent to
(a) any issuance of stock to any party other than Firstar or its
affiliates; or (b) an acquisition of stock or all or substantially all of
the assets of ABI by any party other than Firstar or its affiliates, prior
to the termination of this Agreement. Shareholder shall not sell, assign,
pledge or otherwise transfer the subject shares to a third party
transferee unless as a condition of such transfer the third party
transferee shall execute a voting agreement inform acceptable to Firstar
(and substantially in the form of this Agreement). Such voting agreement
shall be deemed a supplement to this Agreement to which all shares of ABI
Common Stock then or thereafter acquired by the third party transferee
shall be subject. Shareholder authorizes Firstar to deliver a copy of
this Agreement to ABI to provide notice to ABI of the foregoing
restriction on transfer.

(b) Firstar shall vote all of the shares of ABI Common
Stock it now owns or hereafter acquires and over which Firstar has voting
control in favor of the Merger at any meeting of shareholders of ABI
called for the purpose of approving the Merger.

4. No Ownership Interest. Nothing contained in this Agreement
shall be deemed to vest in Firstar any direct or indirect ownership or
incidence of ownership of or with respect to any shares of ABI Common
Stock. All rights, ownership and economic benefits of and relating to the
shares of ABI Common Stock shall remain and belong to Shareholder, except
as otherwise expressly provided herein or in the Merger Agreements,
Firstar shall have no authority to (i) manage, direct, superintend,
restrict, regulate, govern or administer any of the policies or operations
of ABI; (ii) exercise any power or authority to direct Shareholder in the
voting of any of the shares of ABI Common Stock; or (iii) exercise any
power or authority to direct Shareholder in the performance of his or her
duties or responsibilities as a director or officer of ABI.

6. Documents Delivered. Shareholder acknowledges receipt of
copies of the following documents:

(a) Merger Agreements and all exhibits thereto;

(b) Firstar's 1994 Annual Report (including annual
Report on Form 10-K for the year ended December 31, 1994);

(d) Firstar's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.

8. Amendment and Modification. This Agreement may be amended,
modified or supplemented at any time by the written approval of such
amendment, modification or supplement by ABI, Shareholder and Firstar.

9. Entire Agreement. This Agreement evidences the entire
agreement among the parties hereto with respect to the matters provided
for herein and there are no agreements, representations or warranties with
respect to the matters provided for herein other than those set forth
herein and in the Merger Agreements and their related written agreements.
This Agreement supersedes any agreements among ABI and its stockholders,
concerning the acquisition, disposition or control of the stock of ABI,
except the Investment Agreement between Firstar and ABI.

11. Counterparts. This Agreement may be executed into two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute but one and the same instrument.

12. Governing Law. The validity, construction, enforcement and
effect of this Agreement shall be governed by the internal laws of the
State of Delaware.

13. Headings. The headings for the paragraphs of this
Agreement are inserted for convenience only and shall not constitute a
part hereof or affect the meaning or interpretation of this Agreement.

15. Jury Waiver. Each of the parties hereby waives any right
to a trial by jury with respect to any dispute arising out of or relating
to this Agreement.

16. Termination. This Agreement shall terminate at the
earliest to occur of: (a) the Effective Time (as defined in the
Reorganization Agreement); (b) the termination of the Reorganization
Agreement by ABI pursuant to Section 10.01(a)(ii) thereof; (c) the
termination of the Reorganization Agreement by mutual agreement of the
parties; or (d) the expiration of 12 months after termination of the
Reorganization Agreement (other than terminations described in clause (b)
or (c)). Upon termination of this Agreement, no party shall have any
further obligation or liabilities hereunder, provided, that such
termination shall not relieve any party from liability for any breach of
this Agreement prior to such termination.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.

FIRSTAR CORPORATION

By: ______________________________________
Title: ___________________________

[SHAREHOLDER]

_________________________________
Shares of American Bancorporation,
Inc. Common Stock owned of record
or otherwise beneficially

Name: ________________________________

EXHIBIT 5

March 6, 1996

Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-4 (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"), with respect to shares of Common Stock of the
Corporation, $1.25 par value ("Common Stock"), and the associated rights
to purchase Series C Preferred Stock of the Corporation (the "Preferred
Share Purchase Rights"), issuable in connection with the mergers (the
"Mergers") of Firstar Corporation of Minnesota with Jacob Schmidt Company
("JSC") and American Bancorporation, Inc. ("ABI"), respectively, as
described in the Proxy Statement-Prospectus included in the Registration
Statement.

As Senior Vice President and General Counsel of the Corporation,
I am familiar with the restated Articles of Incorporation and the Bylaws
of the Corporation and with its affairs. I have also examined, or caused
to be examined, such other documents and instruments and have made, or
caused to be made, such further investigation as I have deemed necessary
or appropriate to enable me to render this opinion.

Based upon the foregoing, it is my opinion that:

(1) The Corporation is duly incorporated and validly existing
as a corporation under the laws of the State of Wisconsin.

(2) The shares of Common Stock of the Corporation when issued
upon the effectiveness of the Mergers and delivered to the
holders of common stock of JSC and ABI, respectively, will
be legally issued, fully-paid and non-assessable, except
that Section 180.0622 of the Wisconsin Business Corporation
Law, and judicial interpretations thereof, impose liability
upon shareholders for unpaid wage claims of the
Corporation's employees, not exceeding six months' service
in any one case.

(3) The issuance of the Preferred Share Purchase Rights with
the Common Stock as set forth above had been duly and
validly authorized by all necessary corporate action.

I hereby 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 under the caption "OPINIONS." In giving this
consent, I do not admit that I am in the category of persons whose consent
is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Howard H. Hopwood III

Howard H. Hopwood III
Senior Vice President and General Counsel

EXHIBIT 23(a)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Jacob Schmidt Company:

We consent to the use of our report included herein and to the reference
to our firm under the heading "EXPERTS" in the joint proxy statement
prospectus.

/s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
March 5, 1996

EXHIBIT 23(b)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
American Bancorporation, Inc.:

We consent to the use of our report included herein and to the reference
to our firm under the heading "EXPERTS" in the joint proxy statement
prospectus.

/s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
March 5, 1996

EXHIBIT 23(c)

CONSENT OF KPMG Peat Marwick LLP

The Board of Directors
Firstar Corporation:

We consent to incorporation by reference in the Registration Statement on
Form S-4 of Firstar Corporation of our report dated January 19, 1995,
relating to the consolidated balance sheets of Firstar Corporation and
subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1994,
which report appears in the December 31, 1994 annual report on Form 10-K
as amended by Amendment No. 1 on Form 10-K/A of Firstar Corporation and to
the reference to our firm under the heading "Experts" in the Registration
Statement.

/s/ KPMG Peat Marwick LLP

Milwaukee, Wisconsin
March 4, 1996

EXHIBIT 24

FIRSTAR CORPORATION

POWER OF ATTORNEY WITH RESPECT TO
REGISTRATION STATEMENT
COVERING SECURITIES OF FIRSTAR CORPORATION
TO BE ISSUED IN CONNECTION WITH THE
ACQUISITION OF
JACOB SCHMIDT COMPANY
AND
AMERICAN BANCORPORATION, INC.

KNOW ALL MEN BY THESE PRESENTS that the undersigned, an officer
and/or director of FIRSTAR CORPORATION, does hereby constitute and appoint
Roger L. Fitzsimonds, John A. Becker, Howard H. Hopwood, William H. Risch
and William J. Schulz, and each of them, severally, his or her true and
lawful attorney and agent at any time and from time to time to do any and
all acts and things and execute, in his or her name (whether on behalf of
Firstar Corporation, or as an officer or director of Firstar Corporation,
or otherwise) any and all instruments which said attorney and agent may
deem necessary, appropriate or desirable to enable Firstar Corporation to
comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in
connection with a Registration Statement on Form S-4 or other appropriate
form and any and all amendments (including post-effective amendments) to
such Registration Statement relating to the issuance of common stock,
$1.25 par value, and associated preferred stock purchase rights of Firstar
Corporation in connection with the acquisition by Firstar Corporation (or
a subsidiary thereof) of Jacob Schmidt Company and its subsidiary,
American Bancorporation, Inc., and its subsidiaries, American Bank N.A.,
American Commercial Bank, American Bank Moorhead, American Bank Lake City
and Lake City Agency, Inc., pursuant to and in accordance with an
Agreement and Plan of Reorganization and related Plans of Merger entered
into or to be entered into by Firstar Corporation, including specifically
but without limitation thereto, power and authority to sign his or her
name (whether on behalf of Firstar corporation, or as an officer or
director of Firstar Corporation or by attesting the seal of Firstar
Corporation, or otherwise) to such Registration Statement and to such
amendments (including post-effective amendments) to such 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 15th day of February, 1996.

/s/ Roger L. Fitzsimonds

<PAGE>
FIRSTAR CORPORATION