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As filed with the Securities and Exchange Commission on May 21, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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FIRSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1940778
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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(Address, including zip code, of registrant's principal executive offices)
FIRSTAR CORPORATION
1998 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of plan)
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Jennie P. Carlson, Esq.
Senior Vice President,
General Counsel and Secretary
Firstar Corporation
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 765-4321
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
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Common Stock, 12,000,000 $28.22 $338,640,000 $94,141.92
par value $.01 shares
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(1)Includes preferred stock purchase rights. Prior to the occurrence of certain
events, the preferred stock purchase rights will not be evidenced separately
from the Common Stock.
(2)Calculated pursuant to Rule 457(h)(1) based upon the average of the high and
low sale prices on May 19, 1999 as reported on the New York Stock
Exchange.
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FIRSTAR CORPORATION
1998 EMPLOYEE STOCK INCENTIVE PLAN
PROSPECTUS
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FIRSTAR CORPORATION
1998 EMPLOYEE STOCK INCENTIVE PLAN
This document provides information about the 1998 Employee
Stock Incentive Plan (the "Plan") of Firstar Corporation (the "Company") and
about the shares of the Company's Common Stock that you may purchase by
exercising options granted to you under the Plan.
This document is part of a prospectus covering the shares of
Common Stock that have been registered under the Securities Act of 1933 for
issuance in accordance with the Plan. It does not describe every provision of
the Plan, and it summarizes the Plan provisions that it does describe. If there
is a conflict between this document and the Plan, the provisions of the Plan
will govern. You may obtain a copy of the Plan and additional information
regarding the Plan by contacting the Company at its principal executive offices,
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. The Company's telephone
number is (414) 765-4321.
TABLE OF CONTENTS PAGE
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Introduction.....................................................................................1
Features of the Plan.............................................................................1
Who administers the Plan?........................................................................1
Who is eligible to receive an option?............................................................1
How are options evidenced?.......................................................................1
How are option prices determined?................................................................1
When can I exercise my option?...................................................................1
What happens if there is a stock split, stock dividend
or other change in the Company's Common Stock?.................................................2
How is an option exercised?......................................................................2
Who may exercise an option?......................................................................2
When do options terminate?.......................................................................2
Does the grant of an option affect my status as an
employee, director or advisor to the Company?..................................................2
Does a holder of an option have any rights as a shareholder?.....................................3
What tax considerations affect options?..........................................................3
May the Plan be amended or discontinued?.........................................................3
What else do I need to know about my options and the Plan?.......................................3
Documents Incorporated by Reference..............................................................4
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Dated: May 21, 1999
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INTRODUCTION
The purpose of the Plan is to advance the interests of the
Company by enabling it to attract and retain employees of outstanding ability
and to stimulate their efforts by encouraging a proprietary interest in the
success of the Company and to create common interests between the Company's
employees and the Company's shareholders. The Plan currently authorizes the
granting of options to purchase up to 12,000,000 shares of the Company's Common
Stock.
FEATURES OF THE PLAN
Who administers the Plan?
The Plan currently is administered by a committee (the
"Committee") of not less than three members selected by the Company's Human
Resources Department and responsible to the Compensation Committee of the
Company's Board of Directors. Subject to the terms and limitations of the Plan,
the Committee determines who is granted an option, the number of shares covered
by each option, the option's exercise price and all the other terms and
conditions of an option. The Board also interprets and otherwise administers the
Plan.
WHO IS ELIGIBLE TO RECEIVE AN OPTION?
You are eligible to be selected for an option grant if on
December 8, 1998, you were a full or part-time employee who was actively
employed by the Company or you were on an authorized short-term leave of absence
from the Company, including a leave of absence due to a short-term disability.
You are not eligible to be selected for an option grant if on December 8, 1998,
you (i) were employed on a seasonal or temporary basis; (ii) were entitled to
receive benefits under a long-term disability plan maintained by the Company; or
(iii) were scheduled to be displaced. Over time, you may receive more than one
option grant.
HOW ARE OPTIONS EVIDENCED?
Each Option granted under the Plan is reflected by the option
document sent by the Company to the option holder. Each option document contains
the terms and conditions established by the Committee in respect of that option
grant. You should review your option document carefully, and consult with the
Company and your legal and financial advisor(s) as necessary, to determine the
limitations on and effects of the exercise of an option.
HOW ARE OPTION PRICES DETERMINED?
All stock options must be granted at a price not less than
100% of the Common Stock's fair market value reported on the New York Stock
Exchange, Inc. on the date of grant.
WHEN CAN I EXERCISE MY OPTION?
Each stock option granted to you will expire ten years from
its date of grant. You can exercise twenty five percent (25%) of the option(s)
after the expiration of one full year after the grant date, fifty percent (50%)
of the option(s) after the expiration of two full years after the grant date,
seventy five (75%) of the option(s) after the expiration of three full years
after the grant date and one hundred (100%) of the option(s) after four full
years after the grant date.
All of your outstanding options will become exercisable in
full if the Company executes an agreement of reorganization, merger or
consolidation in which the Company is not to be the surviving corporation or if
the Company executes an agreement of sale or transfer of all or
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substantially all its assets and the Company terminates your employment
immediately following such a change in control due to business needs resulting
from the change of control, and not for documented performance or conduct
reasons.
WHAT HAPPENS IF THERE IS A STOCK SPLIT, STOCK DIVIDEND OR OTHER CHANGE IN THE
COMPANY'S COMMON STOCK?
The Committee is required to make appropriate adjustments in
the number of shares covered by your option(s) and in the exercise price per
share so that the overall value of the option(s) remains unchanged. The method
and extent of changes are in the sole discretion of the Committee.
HOW IS AN OPTION EXERCISED?
You may exercise an option in whole or in part by delivering
to the Committee or its designee a written notice on such forms as are
designated by the Committee. Payment may be made in cash or by directing that a
portion of the shares to be issued upon exercise of the option be sold by a
broker in a "cashless exercise" and that the proceeds be paid to the Company as
payment. Securities purchased pursuant to the Plan may be purchased on the open
market or from the Company.
WHO MAY EXERCISE AN OPTION?
During your lifetime, your options are not transferable and
may only be exercised by you, except that if you are legally incapacitated, your
options may be exercised by your legal representative or guardian. In the event
of your death, your options will transfer pursuant to your will or by the laws
of descent and distribution and may be exercised by the transferee(s) to the
extent permitted by the Plan and the terms of each option.
WHEN DO OPTIONS TERMINATE?
While you are employed by the Company, an option granted to
you will terminate only if you have exercised it completely, it has expired by
its terms or it is terminated by mutual agreement between you and the Company.
When your employment terminates for any reason regardless whether by your action
or Firstar's action other than early or normal retirement, death or disability,
all unvested options will terminate immediately. Options which are vested at the
time of your termination of employment (unless the Company deems the termination
is for gross misconduct or offense, in which case the options will terminate
immediately upon termination of employment) and which are not exercised within
thirty days of your termination of employment will terminate. When your
employment terminates by reason of early or normal retirement, death or
disability, all unvested options will terminate immediately. Options which are
vested at the time of your termination of employment and which are not exercised
within one hundred eighty days of your termination of employment will terminate.
DOES THE GRANT OF AN OPTION AFFECT MY STATUS AS AN EMPLOYEE OF THE COMPANY?
No. The grant of an option does not give you any right to
continue as an employee of the Company, nor does it interfere in any way with
the right of the Company to terminate your employment at any time. On the other
hand, if you are an employee, the option is not affected by any change in your
duties or position with the Company.
DOES A HOLDER OF AN OPTION HAVE ANY RIGHTS AS A SHAREHOLDER?
No. Until an option is exercised, you have no rights as a
shareholder with respect to the shares covered by the option.
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WHAT TAX CONSIDERATIONS AFFECT OPTIONS?
The following generalized summary is based upon Federal tax
laws and regulations in effect as of the date of this document. You should
consult with your tax advisor regarding the specific tax consequences of
participation in the Plan, including the application and effect of state and
local tax laws.
The grant of an option generally does not result in any
taxable income at that time. However, when you exercise the option, you will
recognize taxable ordinary income in an amount equal to the difference between
the fair market value of the purchased shares on the date of option exercise and
the exercise price. When you sell the shares, you will recognize a taxable
capital gain or loss (long or short-term depending on whether you held the
shares for more than a year) based upon the difference between the selling price
and the fair market value of the shares on the date of exercise. The Company is
entitled to a deduction in the year of exercise of the option in an amount equal
to the amount of ordinary income recognized by you. In addition, the Company
generally will be required to withhold (directly or by requiring payment from
you) federal taxes at applicable rates.
Special rules relating to the timing of income recognition
will apply if you are subject to Section 16(b) of the Securities Exchange Act of
1934 (the "Exchange Act") and you exercise an option less than six months after
the date of grant. You should consult your tax advisor in such circumstances.
MAY THE PLAN BE AMENDED OR DISCONTINUED?
Yes. The Board of Directors may at any time amend, modify or
discontinue the Plan. No amendment to the Plan may adversely affect any
outstanding option previously granted to you without your consent.
WHAT ELSE DO I NEED TO KNOW ABOUT MY OPTIONS AND THE PLAN?
You will not receive reports on the status of your options.
The Plan is not qualified under Section 401(a) of the Code and
is not subject to any provision of the Employee Retirement Income Security Act
of 1974.
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DOCUMENTS INCORPORATED BY REFERENCE
Certain documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this document. These are:
(a) the Company's Annual Report on Form 10-K for the year ended December 31,
1998, (b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, (c) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since January 1, 1999, (d) the description of
the Common Stock contained in the Company's Registration Statement on Form 8-K
dated November 20, 1998, and (e) the description of the Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-K/A dated
November 20, 1998. In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to the Company's Registration Statement
for the Plan shares which indicates that all such shares have been sold or which
deregisters all shares remaining unsold, are incorporated by reference and are a
part of this document from the dates of their filing.
The Company will provide you, without charge, a copy of any
document (not including exhibits) incorporated by reference as well as a copy of
any other document required to be delivered pursuant to Rule 428(b) of the
Securities Act of 1933 (including the Company's Annual Report, proxy statements
and all other reports and communications distributed to the Company's
shareholders generally). You may request these documents by calling or writing
the Company's Secretary at the Company's address and telephone number given on
the first page of this document.
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INTRODUCTORY STATEMENT
Firstar Corporation (formerly named Firstar (WI) Corporation)
(the "Registrant") is filing this Registration Statement on Form S-8 to register
shares of its common stock, $.01 par value ("Firstar Common Stock"), issuable in
connection with the Registrant's 1998 Employee Stock Incentive Plan ("Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
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The documents listed below filed by the Registrant pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference into and made a part of this registration statement. In addition, all
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
thereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999;
(c) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since
January 1, 1999;
(d) The description of the Registrant's Common Stock
contained in its report on Form 8-K dated November
20, 1998, including any amendment or report filed for
the purpose of updating such description; and
(e) The description of the Registrant's Preferred Stock
Purchase Rights included in its Registration
Statement on Form 8-K/A dated November 20, 1998.
ITEM 4. Description of Securities.
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Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
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The validity of the Firstar Common Stock offered hereby has
been passed upon for the Registrant by Jennie P. Carlson, Esq., Senior Vice
President, General Counsel and Secretary of the Registrant. Ms. Carlson
beneficially owns 63,727 shares of the Common Stock of the Registrant.
ITEM 6. Indemnification of Directors and Officers.
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Pursuant to the provisions of Sections 180.0850 through
180.0859, inclusive, of the Wisconsin Business Corporation Law, directors and
officers are entitled to mandatory indemnification from the Registrant against
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certain liabilities and expenses (i) to the extent such officers or directors
are successful in the defense of a proceeding; and (ii) in proceedings in which
the director or officer is not successful in defense thereof, unless it is
determined that the director or officer breached or failed to perform his or her
duties to the Registrant and such breach or failure constituted: (a) a willful
failure to deal fairly with the Registrant or its shareholders in connection
with a matter in which the director or officer had a material conflict of
interest; (b) a violation of the criminal law unless the director or officer had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful; (c) a transaction from which
the director or officer derived an improper personal profit; or (d) willful
misconduct. Additionally, under Section 180.0828 of the Wisconsin Business
Corporation Law, directors of the Registrant are not subject to personal
liability to the Registrant, its shareholders or any person asserting rights on
behalf thereof for certain breaches or failures to perform any duty resulting
solely from their status as directors, except in circumstances paralleling those
outlined above.
The Registrant's By-Laws contain similar indemnification
provisions as to its directors and officers.
Expenses for the defense of any action for which
indemnification may be available may be advanced by the Registrant under certain
circumstances.
The Registrant intends to maintain a liability insurance
policy for officers and directors.
ITEM 7. Exemption from Registration Claimed.
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Not applicable.
ITEM 8. Exhibits.
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The following Exhibits are filed as part of this Registration
Statement.
Exhibit No.
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5 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
The Registrant undertakes that it will submit or has submitted
the Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
ITEM 9. Undertakings.
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The undersigned Registrant hereby undertakes:
*(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
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arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
*(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
*(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be
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governed by the final adjudication of such issue.
* Paragraph references correspond to those of Item 512 of Regulation S-K.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin as of
the 21st day of May, 1999.
FIRSTAR CORPORATION
/s/ Jerry A. Grundhofer
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Jerry A. Grundhofer
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 21st day of May, 1999.
Signature Title
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/s/ Roger L. Fitzsimonds*
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Roger L. Fitzsimonds Chairman of the Board
/s/ Jerry A. Grundhofer
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Jerry A. Grundhofer Director, President and Chief Executive
Officer (principal executive officer)
/s/ David M. Moffett
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David M. Moffett Executive Vice President and Chief Financial
Officer (principal financial officer)
/s/ James D. Hogan
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James D. Hogan Senior Vice President and Corporate
Controller (principal accounting officer)
/s/ Paul M. Baker*
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Paul M. Baker Director
/s/ Michael E. Batten*
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Michael E. Batten Director
/s/ James R. Bridgeland, Jr.*
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James R. Bridgeland, Jr. Director
/s/ Laurance L. Browning, Jr.*
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Laurance L. Browning, Jr. Director
/s/ Robert C. Buchanan*
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Robert C. Buchanan Director
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/s/ Victoria B. Buyniski*
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Victoria B. Buyniski Director
/s/ Samuel M. Cassidy*
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Samuel M. Cassidy Director
/s/ George M. Chester, Jr.*
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George M. Chester, Jr. Director
/s/ V. Anderson Coombe*
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V. Anderson Coombe Director
/s/ John C. Dannemiller*
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John C. Dannemiller Director
/s/ James L. Forbes*
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James L. Forbes Director
/s/ David B. Gavin*
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David B. Gavin Director
/s/ J. P. Hayden, Jr.*
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J. P. Hayden, Jr. Director
/s/ Joe F. Hladky*
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Joe F. Hladky Director
/s/ Roger L. Howe*
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Roger L. Howe Director
/s/ Thomas J. Klinedinst, Jr.*
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Thomas J. Klinedinst, Jr. Director
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William H. Lacy Director
/s/ Sheldon B. Lubar*
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Sheldon B. Lubar Director
/s/ Kenneth P. Manning*
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Kenneth P. Manning Director
/s/ Daniel F. McKeithan, Jr.*
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Daniel F. McKeithan, Jr. Director
/s/ Charles S. Mechem, Jr.*
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Charles S. Mechem, Jr. Director
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Daniel J. Meyer Director
/s/ David B. O'Maley*
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David B. O'Maley Director
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/s/ Robert J. O'Toole*
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Robert J. O'Toole Director
/s/ O'dell M. Owens, M.D.*
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O'dell M. Owens, M.D. Director
/s/ Thomas E. Petry*
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Thomas E. Petry Director
/s/ Judith D. Pyle*
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Judith D. Pyle Director
/s/ John J. Stollenwerk*
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John J. Stollenwerk Director
/s/ Oliver W. Waddell*
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Oliver W. Waddell Director
/s/ William Wadsworth Wirtz*
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William Wadsworth Wirtz Director
*Pursuant to Power of Attorney
/s/ Jennie P. Carlson
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Jennie P. Carlson, Attorney-in-Fact
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