Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after Initial Optional Redemption Date at the optional redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): if redeemed during the 12-month period beginning December 23 of the years indicated below. Year Percentage 2006 104.160% 2007 103.744% 2008 103.328% 2009 102.912% 2010 102.496% 2011 102.080% 2012 101.664% 2013 101.248% 2014 100.832% 2015 100.416% 2016 and thereafter 100.000% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, including but not limited to Section 14.02(c), the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date at the optional redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): if redeemed during the 12-month period beginning December 23 June 15 of the years indicated below. Year Percentage 2006 104.160% 2007 103.744% 2008 103.328% 103.83 2009 102.912% 103.44 2010 102.496% 103.06 2011 102.080% 102.67 2012 101.664% 102.30 2013 101.248% 101.91 2014 100.832% 101.53 2015 100.416% 101.15 2016 100.77 2017 100.38 2018 and thereafter 100.000% 100.00 If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar HUBCO Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January June 15, 20072008, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83, including but not limited to the approval of the Federal Reserve, if then required.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date Date, at the optional redemption prices set forth below (expressed as percentages of principal) plus plus, in each case, accrued and unpaid interest thereon (including Additional Interest Sums and Compounded Interest, if any) and Liquidated Damages, if any, to the applicable date of redemption (the "Optional Redemption Price"): ) if redeemed during the 12-month period beginning December 23 June 1 of the years indicated below. Year Percentage 2006 104.160% 2007 103.744105.150% 2008 103.328104.635% 2009 102.912104.120% 2010 102.496103.605% 2011 102.080103.090% 2012 101.664102.575% 2013 101.248102.060% 2014 100.832101.545% 2015 100.416101.030% 2016 100.515% 2017 and thereafter 100.000% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account by each holder of its participants a Security to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar Patriot Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15June 1, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of obtaining any required regulatory approval. 73 83.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date Date, at the optional redemption prices set forth below (expressed ex- pressed as percentages of principal) plus plus, in each case, accrued and unpaid interest thereon (including Additional Interest Sums and Compounded Interest, if any) and Liquidated Damages, if any, to the applicable date of redemption (the "Optional Redemption Price"): ) if redeemed during the 12-month period beginning December 23 April 1 of the years indicated below. Year Percentage 2006 104.160% 2007 103.744103.8750% 2008 103.328103.4875% 2009 102.912103.1000% 2010 102.496102.7125% 2011 102.080102.3250% 2012 101.664101.9375% 2013 101.248101.5500% 2014 100.832101.1625% 2015 100.416100.7750% 2016 100.3875% 2017 and thereafter 100.000100.0000% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; providedprovid- ed, that if at the time of redemption the Securities are registered regis- tered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account by each holder of its participants a Security to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section Sec- tion 14.02, upon the entry of an order for dissolution of the Firstar Sovereign Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15April 1, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise other- wise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section Sec- tion 14.01 or Section 14.02 shall be subject to the receipt by the Company of obtaining any required regulatory approval. 73 83.

Optional Redemption by Company. (a) i. Subject to the provisions of Section 3.2(b) and to the provisions of Article XII of the Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this Article XIVSupplemental Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after Initial Optional Redemption Date December 18, 1999. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Holders of the Convertible Debentures, at the optional redemption following prices set forth below (expressed as percentages of principalthe principal amount of the Convertible Debentures) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): " together with accrued and unpaid interest, including Compounded and Additional Interest to, but excluding, the Redemption Date, if redeemed during the 12-month period beginning December 23 18: YEAR REDEMPTION PRICE ---- ---------------- 1999 104.025% 2000 103.450 2001 102.875 2002 102.300 2003 101.725 2004 101.150 2005 100.575 and 100% if redeemed on or after December 18, 2006. If Convertible Debentures are redeemed on any March 15, June 15, September 15, or December 15, accrued and unpaid interest shall be payable to holders of record on the relevant record date. The Convertible Debentures may not be redeemed by the Company if the Company is in arrears in payment of interest thereon. So long as the corresponding Convertible Preferred Securities are outstanding, the proceeds from the redemption of the years indicated belowConvertible Debentures will be used to redeem Convertible Preferred Securities. Year Percentage 2006 104.160% 2007 103.744% 2008 103.328% 2009 102.912% 2010 102.496% 2011 102.080% 2012 101.664% 2013 101.248% 2014 100.832% 2015 100.416% 2016 and thereafter 100.000% If the Securities Convertible Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities Convertible Debentures will be redeemed pro rata or by lot or selected for redemption by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price Price, together with any required interest payment, shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such Optional Redemption Price is amounts are to be paid. (b) Notwithstanding the first sentence . Partial redemptions must be in an amount not less than $1,000,000 principal amount of Section 14.02, upon the entry of an order Debentures. If Convertible Debentures selected for dissolution partial redemption are converted in part before termination of the Firstar Capital Trust by a court conversion right with respect to the portion of competent jurisdictionthe Convertible Debenture of such series so selected, the Securities thereafter will converted portion of the Convertible Debentures of such series shall be subject deemed (so far as may be) to optional be the portion selected for redemption. Convertible Debentures (or portions thereof) which have been converted during a selection of Convertible Debentures to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. In any case where more than one Convertible Debenture of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Convertible Debenture of such series. The notice of redemption to be made to the Holders of the Convertible Debentures shall specify, in whole only, but not in part, on or after January 15, 2007, at the optional redemption prices set forth addition to those items specified in Section 14.02 12.2 of the Indenture, the conversion rate or price, the date on which the right to convert the Convertible Debentures to be redeemed will terminate and otherwise in accordance with this Article XIV. (c) Any the place or places where such Convertible Debentures may be surrendered for conversion. In addition to the notice of redemption to be provided to the Holders of Securities pursuant to Section 14.01 12.2 of the Indenture, the Company or the Trust shall give public notice of any such redemption by the issuance of a press release through the services of the Dow ▇▇▇▇▇ Broad Tape, Reuters News Service and Bloomberg News Service. If any Convertible Debenture called for redemption is converted into Common Stock of the Company, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 14.02 2.7 of the Indenture, as amended by this Supplemental Indenture) be paid to the Company upon the Companys request or, if then held by the Company, shall be subject to discharged from such trust. ii. If a partial redemption of the receipt Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust from any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Company of any required regulatory approval. 73 83shall not be permitted to effect such partial redemption and may only redeem the Convertible Debentures in whole.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date at the optional a redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption price (the "Optional Redemption Price"): ) equal to the percentage of the outstanding principal amount of the Securities specified below, plus, in each case, accrued interest thereon to the date of redemption if redeemed during the 12-month period beginning December 23 July 15 of the years indicated below. Year Percentage 2006 104.160% YEAR PERCENTAGE 2007 103.744104.036% 2008 103.328103.632% 2009 102.912103.229% 2010 102.496102.825% 2011 102.080102.422% 2012 101.664102.018% 2013 101.248101.614% 2014 100.832101.211% 2015 100.416100.807% 2016 100.404% 2017 and thereafter 100.000% If the Securities are only partially redeemed pursuant to this Section 14.0214.2, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, including but not limited to Section 14.02(c), the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date at the optional redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): if redeemed during the 12-month period beginning December 23 February 1 of the years indicated below. Year Percentage 2006 104.160% 2007 103.744% 104.49 2008 103.328% 104.041 2009 102.912% 103.592 2010 102.496% 103.143 2011 102.080% 102.694 2012 101.664% 102.245 2013 101.248% 101.796 2014 100.832% 101.347 2015 100.416% 100.898 2016 100.449 2017 and thereafter 100.000% 100.00 If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar HUBCO Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15February 1, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83, including but not limited to the approval of the Federal Reserve, if then required.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIVFourteen, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after Initial Optional Redemption Date December 15, 2006, at the optional redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): ) if redeemed during the 12-month period beginning December 23 15 of the years indicated below. Year Percentage 2006 104.160104.125% 2007 103.744103.713% 2008 103.328103.300% 2009 102.912102.888% 2010 102.496102.475% 2011 102.080% 102.063 2012 101.664101.650% 2013 101.248101.238% 2014 100.832100.825% 2015 100.416100.413% 2016 and thereafter 100.000% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by --- ---- any other method utilized by the Trustee; provided, that if at the time of -------- redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account by each holder of its participants a Security to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar BankBoston Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional option redemption, in whole only, but not in part, on or after January December 15, 20072006, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIVFourteen. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by Company obtaining t-he prior approval of the Company Federal Reserve, if such approval is then required under applicable capital guidelines or policies of any required regulatory approval. 73 83the Federal Reserve.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, including but not limited to Section 14.02(c), the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date at the optional redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): if redeemed during the 12-month period beginning December 23 March 15 of the years indicated below. Year Percentage 2006 104.160% 2007 103.744% 105.00 2008 103.328% 104.50 2009 102.912% 104.00 2010 102.496% 103.50 2011 102.080% 103.00 2012 101.664% 102.50 2013 101.248% 102.00 2014 100.832% 101.50 2015 100.416% 101.00 2016 100.50 2017 and thereafter 100.000% 100.00 If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar UNB Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January March 15, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83, including but not limited to the approval of the Federal Reserve, if then required.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIVFourteen, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date at the optional redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): ) if redeemed during the 12-month period beginning December 23 January 15 of the years indicated below. Year Percentage 2006 104.160% ---- ---------- 2007 103.744104.6650% 2008 103.328104.1985% 2009 102.912103.7320% 2010 102.496103.2655% 2011 102.080102.7990% 2012 101.664102.3325% 2013 101.248101.8660% 2014 100.832101.3995% 2015 100.416100.9330% 2016 100.4665% 2017 and thereafter 100.000100.0000% -------- If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any --- ---- other method utilized by the Trustee; provided, that if at the time of -------- redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account by each holder of its participants a Security to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided -------- that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar First USA Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIVFourteen. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after Initial Optional Redemption Date at the optional a redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption price (the "Optional Redemption Price"): ) equal to the percentage of the outstanding principal amount of the Debentures specified below, plus, in each case, accrued interest thereon to the date of redemption if redeemed during the 12-month period beginning December 23 June 1 of the years indicated below. 89 Year Percentage 2006 104.160% 2007 103.744104.085% 2008 103.328103.677% 2009 102.912103.268% 2010 102.496102.860% 2011 102.080102.451% 2012 101.664102.043% 2013 101.248101.634% 2014 100.832101.226% 2015 100.416100.817% 2016 100.409% 2017 and thereafter 100.000% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar AGL Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15June 1, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83

Optional Redemption by Company. (a) Subject to the provisions of Article III of the Indenture, except as otherwise specified in this Article XIVThird Supplemental Indenture, the Company shall have the right to redeem the SecuritiesDebentures, in whole or in part, from time to time, on or after Initial Optional Redemption Date January 15, 2007, at the optional a redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption price (the "Optional Redemption Price"): ) equal to the percentage of the principal amount of the Debentures specified below, plus, in each case, accrued and unpaid interest thereon to the date of such redemption if redeemed during the 12-month period beginning December 23 January 15 of the years indicated below. : Year Percentage 2006 104.160% ------------------- ---------- 2007 103.744104.250% 2008 103.328% 103.825 2009 102.912% 103.400 2010 102.496% 102.975 2011 102.080% 102.550 2012 101.664% 102.125 2013 101.248% 101.700 2014 100.832% 101.275 2015 100.416% 101.850 2016 100.425 2017 and thereafter 100.000% 100.000 Any redemption pursuant to this Section 3.2 will be made upon not less than 30 days' nor more than 60 days' notice to the registered holder of the Debentures, at the Optional Redemption Price. If the Securities Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities Debentures will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption redemption, the Securities Debentures are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, determine by lot the principal amount of such Securities Debentures held for the account of its participants by each Debenture holder to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determinesdetermines and specifies in the notice of redemption, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, 11:00 a.m. on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83

Optional Redemption by Company. (a) Subject to the provisions of this Article XIVFourteen, the Company Com- pany shall have the right to redeem the Securities, in whole or in part, from time to time, on or after Initial Optional Redemption Date December 15, 2006, at the optional redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): ) if redeemed during the 12-month period beginning December 23 15 of the years indicated below. Year Percentage ---- ---------- 2006 104.160103.875% 2007 103.744103.488% 2008 103.328103.100% 2009 102.912102.713% 2010 102.496102.325% 2011 102.080101.938% 2012 101.664101.550% 2013 101.248101.163% 2014 100.832100.775% 2015 100.416100.388% 2016 and thereafter 100.000% ------- If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by --- ---- any other method utilized by the Trustee; provided, that if at the time of -------- redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account by each holder of its participants a Security to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the -------- Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar BankBoston Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional option redemption, in whole only, but not in part, on or after January December 15, 20072006, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIVFourteen. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by Company obtaining the Company prior approval of any the Federal Reserve, if such approval is then required regulatory approval. 73 83under applicable capital guidelines or policies of the Federal Reserve.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date at the optional a redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption price (the "Optional Redemption Price"): ) equal to the percentage of the outstanding principal amount of the Securities specified below, plus, in each case, accrued interest thereon to the date of redemption if redeemed during the 12-12- month period beginning December 23 June 1 of the years indicated below. Year Percentage 2006 104.160% YEAR PERCENTAGE 2007 103.744104.116% 2008 103.328103.704% 2009 102.912103.292% 2010 102.496102.881% 2011 102.080102.469% 2012 101.664102.058% 2013 101.248101.646% 2014 100.832101.235% 2015 100.416100.823% 2016 100.412% 2017 and thereafter 100.000100.00% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date Date, at the optional redemption prices set forth below (expressed as percentages of principal) plus plus, in each case, accrued and unpaid interest thereon (including Additional Interest Sums and Compounded Interest, if any) and Liquidated Damages to the applicable date of redemption (the "Optional Redemption Price"): ) if redeemed during the 12-month period beginning December 23 February 1 of the years indicated below. Year Percentage 2006 104.160% YEAR PERCENTAGE ---- ---------- 2007 103.744105.230% 2008 103.328104.707% 2009 102.912104.184% 2010 102.496103.661% 2011 102.080103.138% 2012 101.664102.615% 2013 101.248102.092% 2014 100.832101.569% 2015 100.416101.046% 2016 100.523% 2017 and thereafter 100.000% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will be redeemed pro rata PRO RATA or by lot or by any other method utilized by the Trustee; providedPROVIDED, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account by each holder of its participants a Security to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided PROVIDED that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar Haven Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15February 1, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of obtaining any required regulatory approval. 73 83.

Optional Redemption by Company. (a) Subject to the provisions of Section 3.2(b) and to the provisions of Article XI of the Base Indenture, except as otherwise may be specified in Section 3.1 or elsewhere in this Article XIVFirst Supplemental Indenture, the Company shall have the right to redeem the SecuritiesConvertible Debentures, in whole or in part, from time to time, on or after Initial Optional Redemption Date November 4, 2000. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Holders of the Convertible Debentures, at the optional redemption following prices set forth below (expressed as percentages of principalthe principal amount of the Convertible Debentures) plus (the "OPTIONAL REDEMPTION PRICE") together with accrued and unpaid interest thereon (interest, including Additional Compounded Interest and Compounded Interestto, if any) to but excluding, the applicable date of redemption (the "Optional Redemption Price"): Date, if redeemed during the 12-month period beginning December 23 November 1: Year Redemption Price ---- ---------------- 2000 104.025 2001 103.450 2002 102.875 2003 102.300 2004 101.725 2005 101.150 2006 100.575 2007 and thereafter 100.000 If Convertible Debentures are redeemed on any February 1, May 1, August 1 and November 1, accrued and unpaid interest shall be payable to holders of record on the relevant Regular Record Date. So long as the corresponding Convertible Preferred Securities are outstanding, the proceeds from the redemption of the years indicated belowConvertible Debentures will be used to redeem Convertible Preferred Securities. Year Percentage 2006 104.160% 2007 103.744% 2008 103.328% 2009 102.912% 2010 102.496% 2011 102.080% 2012 101.664% 2013 101.248% 2014 100.832% 2015 100.416% 2016 and thereafter 100.000% If the Securities Convertible Debentures are only partially redeemed pursuant to this Section 14.023.2, the Securities Convertible Debentures will be redeemed pro rata or by lot or selected for redemption by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price Price, together with any required interest payment, shall be paid prior to 12:00 noon, New York time, on the date of such redemption Redemption Date or at such earlier time as the Company determines, determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price Price, together with any required interest payment, by 10:00 a.m., New York time, on the date such Optional Redemption Price is amounts are to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution If a partial redemption of the Firstar Capital Convertible Debentures would result in the delisting of the Convertible Preferred Securities issued by the Trust by a court of competent jurisdictionfrom any national securities exchange or other organization on which the Convertible Preferred Securities are then listed, the Securities thereafter will Company shall not be subject permitted to optional redemption, effect such partial redemption and may only redeem the Convertible Debentures in whole only, but not in part, on or after January 15, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIVwhole. (c) Any redemption Subject to the foregoing provisions of Securities this Section 3.2, the Company shall be permitted to redeem the Convertible Debentures pursuant to this Section 3.2, regardless of whether the Company would also be permitted to redeem the Convertible Debentures pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 833.1 hereof.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, including but not limited to Section 14.2(c), the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date at the optional redemption prices set forth below (expressed as percentages of principal) plus accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the applicable date of redemption (the "Optional Redemption Price"): if redeemed during the 12-month period beginning December 23 June 30 of the years indicated below. Year Percentage 2006 104.160% 2007 103.744% 105.113 2008 103.328% 104.601 2009 102.912% 104.090 2010 102.496% 103.579 2011 102.080% 103.068 2012 101.664% 102.556 2013 101.248% 102.045 2014 100.832% 101.534 2015 100.416% 101.023 2016 100.511 2017 and thereafter 100.000% 100.00 If the Securities are only partially redeemed pursuant to this Section 14.0214.2, the Securities will be redeemed pro rata or by lot or by any other method utilized by the Trustee; provided, that if at the time of redemption the Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of such Securities held for the account of its participants to be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.0214.2, upon the entry of an order for dissolution of the Firstar Imperial Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15June 30, 2007, at the optional redemption prices Optional Redemption Prices set forth in Section 14.02 14.2 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 14.1 or Section 14.02 14.2 shall be subject to the receipt by the Company of any required regulatory approval. 73 83, including but not limited to the approval of the Federal Reserve, if then required.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date Date, at the optional redemption prices set forth below (expressed as percentages of principal) plus plus, in each case, accrued and unpaid interest thereon (including Additional Compounded Interest and Compounded InterestAdditional Sums, if any) and Liquidated Damages, if any, to the applicable date of redemption (the "Optional Redemption Price"): ) if redeemed during the 12-month period beginning December 23 February 1 of the years indicated below. Year Percentage 2006 104.160% ---- ---------- 2007 103.744104.938% 2008 103.328104.444% 2009 102.912103.950% 2010 102.496103.456% 2011 102.080102.963% 2012 101.664102.469% 2013 101.248101.975% 2014 100.832101.482% 2015 100.416100.988% 2016 100.494% 2017 and thereafter 100.000% ------- 77 If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will to be redeemed shall be selected on a pro rata or by lot or by any other method utilized by basis not more than 60 days prior to the Trustee; date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that if at the time of redemption the with respect to Securityholders that would be required to hold Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such proration may be made on the basis of the aggregate principal amount of Securities held for by each Securityholder and may be made by making such adjustments as the account Company deems fair and appropriate in order that only Securities in denominations of its participants to $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar First Western Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15February 1, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by Company obtaining the Company prior approval of the Federal Reserve, if such approval is then required under applicable capital guidelines or policies of the Federal Reserve, and any other required regulatory approval. 73 83approvals.

Optional Redemption by Company. (a) Subject to the provisions of this Article XIV, the Company shall have the right to redeem the Securities, in whole or in part, from time to time, on or after the Initial Optional Redemption Date Date, at the optional redemption prices set forth below (expressed as percentages of principal) plus plus, in each case, accrued and unpaid interest thereon (including Additional Compounded Interest and Compounded InterestAdditional Sums, if any) and Liquidated Damages, if any, to the applicable date of redemption (the "Optional Redemption Price"): ) if redeemed during the 12-month period beginning December 23 June 1, of the years indicated below. Year Percentage 2006 104.160% 2007 103.744105.250% 2008 103.328104.725% 2009 102.912104.200% 2010 102.496103.675% 2011 102.080103.150% 2012 101.664102.625% 2013 101.248102.100% 2014 100.832101.575% 2015 100.416101.050% 2016 100.525% 2017 and thereafter 100.000% If the Securities are only partially redeemed pursuant to this Section 14.02, the Securities will to be redeemed shall be selected on a pro rata or basis, by lot or by any other method utilized by the Trustee; , not more than 60 days prior to the date fixed for redemption from the outstanding Securities not previously called for redemption, provided, however, that if at the time of redemption the with respect to Securityholders that would be required to hold Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the an aggregate principal amount of less than $100,000 but more than an aggregate principal amount of zero as a result of such pro rata redemption, the Company shall redeem Securities of each such Securityholder so that after such redemption such Securityholder shall hold Securities either with an aggregate principal amount of at least $100,000 or such Securityholder no longer holds any Securities and shall use such method (including, without limitation, by lot) as the Company shall deem fair and appropriate, provided, further, that any such method of selection may be made on the basis of the aggregate principal amount of Securities held for by each Securityholder and may be made by making such adjustments as the account Company deems fair and appropriate in order that only Securities in denominations of its participants to $1,000 or integral multiples thereof shall be redeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) Notwithstanding the first sentence of Section 14.02, upon the entry of an order for dissolution of the Firstar Progress Capital Trust by a court of competent jurisdiction, the Securities thereafter will be subject to optional redemption, in whole only, but not in part, on or after January 15June 1, 2007, at the optional redemption prices set forth in Section 14.02 and otherwise in accordance with this Article XIV. (c) Any redemption of Securities pursuant to Section 14.01 or Section 14.02 shall be subject to the receipt by the Company of any required regulatory approval. 73 83.