Us Bank Star Firstar Norwest Wfc

54

description

Info from agreements and exhibits filed on the SEC public Edgar database.

Transcript of Us Bank Star Firstar Norwest Wfc

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http://www.cbcworldwide.com/

http://www.sothebysrealty.com/en/home.aspx

http://www.century21.com/

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Wells Fargo Bank NA

(3) Days prior to consumer mortgage closes deals moving transactions in a

pyramid and money laundering scheme

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Firstar Corporation http://www.secinfo.com/dsvr4.593a.d.htm

• 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Jennie P. Carlson, Executive Vice President, General Counsel and Secretary Telecopier: (414) 765-6111 with a copy to: Wachtell, Lipton, Rosen & Katz 51 W. 52nd Street -37- EX-2.145th Page of 46TOC1stPreviousNextBottomJust 45th New York, NY 10019-6150 Attention: Edward D. Herlihy Telecopier: (212) 403-2000

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Merger Firstar Wisconsin Corporation merged within and into US Bank which is the surviving corp

• http://www.secinfo.com/dsvR3.416q.d.htm• Date of Report (Date of earliest event reported):

February 27, 2001 1-6880 –• U.S. BANCORP -- (Exact name of Registrant as specified in its

charter) DELAWARE 41-0255900 (State of incorporation) • (I.R.S. Employer Identification Number) • U.S. Bank Place 601 Second Avenue South, Minneapolis,

Minnesota 55402-4302 • (612) 973-1111 Address of Registrant's principal executive

officehttp://www.secinfo.com/dsvR3.416q.htm

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U.S. Bancorp http://www.secinfo.com/dsvr4.593a.d.htm• U.S. Bank Place 601 Second Avenue South Suite 2902

Minneapolis, MN 55402 Attention: Lee R. Mitau, Executive Vice President -- Corporate Development and General Counsel Telecopier: (612) 973-4072 with a copy to: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Mitchell S. Eitel, Esq. Telecopier: (212) 558-3588

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MergerUS Bank National Association & Firstar

• Articles of Incorporation Restated: http://www.secinfo.com/dsvR3.412w.d.htm

• ByLaws Restated: http://www.secinfo.com/dsvR3.412w.c.htm• Separation Agreement (97 takeover to merger) still will act as

Chairman of the Board of VISA U.S.A. as the U.S. Bank representative Philip G. Heasley

• http://www.secinfo.com/dsvR3.412w.d.htm• Subsidiaries of the Registrant:

http://www.secinfo.com/dsvR3.412w.9.htm• 10-K405 12/31/00 filed 3/01/01 US bancorp/DE

http://www.secinfo.com/dsvR3.412w.htm

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First USA Bank from October 2000 to November 2003PayhPower LLC acquisiton & consulint firm specialzing in financial services

and payment services Oct 03 – 03 05.

• Served in various capacities for U.S. Bancorp from 1987 until 2000, including Executive Vice President, and President and Chief Operating Officer. Serves on the National Infrastructure Advisory Council for the President. Director of Tier Technologies, Inc. (NASDAQ: TIER), a provider of electronic payment biller-direct solutions, and Lender Processing Services, Inc. (NYSE: LPS), a provider of mortgage processing services, settlement services, mortgage performance analytics and default solutions. Previously a director of Fidelity National Title Group, now known as Fidelity National Financial, Inc. (NYSE: FNF), a provider of title insurance, specialty insurance and claims management services, Kintera, Inc. (NASDAQ: KNTA), a provider of software for non-profit organizations, until it was acquired by Blackbaud, Inc. (NASDAQ: BLKB), Ohio Casualty Corporation (NASDAQ: OCAS), the holding company of The Ohio Casualty Insurance Company, which is one of six property-casualty insurance companies that make up Ohio Casualty Group, collectively referred to as Consolidated Corporation, and Fair Isaac Corporation (NYSE: FICO), a provider of analytics and decision management technology.

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U.S. BANCORP BANKING AND NON-BANKING SUBSIDIARIES BANK AND

TRUST OPERATIONS

MINNESOTAU.S. Bank National Association –• Has branches in Minnesota, Oregon,

Washington, Colorado, California, Idaho, Nebraska, North Dakota, Nevada, South Dakota, Iowa, Illinois, Utah, Wisconsin and Wyoming.

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SUBSIDIARY INCORPORATIONAs of 12/31/2000 10-K405 3/1/01

• ---------- ------------- FBS Capital I............................................... Delaware First Building Corporation.................................. Minnesota First Group Royalties, Inc.................................. Minnesota First System Services, Inc.................................. Minnesota P.I.B., Inc................................................. Minnesota U.S. Bancorp Capital I...................................... Delaware U.S. Bancorp Card Services, Inc............................. Minnesota U.S. Bancorp Community Development Corporation.............. Minnesota U.S. Bancorp Equity Capital, Inc............................ Minnesota U.S. Bancorp Information Services, Inc...................... Minnesota U.S. Bancorp Insurance Services, Inc........................ Delaware U.S. Bancorp Investments, Inc............................... Minnesota U.S. Bancorp Piper Jaffray Companies Inc.................... Delaware U.S. Bancorp Venture Capital Corporation.................... Minnesota USB Capital II.............................................. Delaware USB Trade Services Limited.................................. Hong Kong

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U.S. Bank National Association MN

As of 12/31/2000 10-K405 3/1/01• (US Bank National Association has branches in

MN, OR, WA< CO< CA, IA, NB, ND, NV, SD, IA, IL, UT, WI, WY

• http://www.secinfo.com/dsvR3.412w.9.htm

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Firstar Corporation Agreement and Plan of Merger,

• Dated as of October 3, 2000, as amended, between U.S. Bancorp and Firstar Corporation. Filed as Exhibits 2.1, 2.2 and 2.3 to Registration Statement on Form S-4, File No. 333-48532.

• The merger transaction between the former U.S. Bancorp ("old U.S. Bancorp") and Firstar Corporation ("Firstar") was completed on February 27, 2001, with the combined company retaining the U.S. Bancorp name (hereinafter referred to as "U.S. Bancorp"). Shareholders of the old U.S. Bancorp received 1.265 shares of common stock of U.S. Bancorp for each share of old U.S. Bancorp stock they held and Firstar shareholders received one share of common stock of U.S. Bancorp for each share of Firstar stock they held.

• U.S. Bancorp web site at WWW.USBANCORP.COM and clicking on Investor/Shareholder Information then SEC Filings.

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Results of operations under the pooling-of-interests method of accounting

• Under this method, the recorded assets, liabilities, shareholders' equity, income and expenses of both companies are combined and reflected at their historical amounts.

• The unaudited pro forma combined selected financial data of U.S. Bancorp gives effect to the merger as if the merger had been consummated at the beginning of the earliest period presented. The unaudited pro forma combined balance sheet of U.S. Bancorp as of December 31, 2000 assumes the merger was consummated on that date.

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U.S. BANCORP The merger• EXHIBIT 2.1 [US BANCORP LOGO(R)] UNAUDITED PRO FORMA COMBINED FINANCIAL

INFORMATION U.S. BANCORP The merger transaction between the former U.S. Bancorp

("old U.S. Bancorp") and Firstar Corporation ("Firstar") was completed on February 27, 2001,

• with the combined company retaining the U.S. Bancorp name (hereinafter referred to as "U.S. Bancorp"). Shareholders of the old U.S. Bancorp received 1.265 shares of common stock of U.S. Bancorp for each share of old U.S. Bancorp stock they held and Firstar shareholders received one share of common stock of U.S. Bancorp for each share of Firstar stock they held. The unaudited pro forma combined selected financial data of U.S. Bancorp for the most recent five years ended December 31, 2000 is shown on page 2. Pages 3 through 7 present the unaudited pro forma combined financial information and explanatory notes of U.S. Bancorp as of December 31, 2000 and for the years ended December 31, 2000, 1999 and 1998.

http://www.secinfo.com/dsvR3.416q.d.htm

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First Bank System Inc. (formerly)

US Bancorp Investments IncClosely Related • US Bancoop/DE SEC#26104 7/28/10• 12/30/03 as Owner by US Bankcorp/DE • RE: Piper Jaffray CompaniesRestated CERTIFICATE OF INCORPORATION OF US BANCORP• http://www.secinfo.com/dsvR3.412w.d.htm#1stPage• Subsidiaries

http://www.secinfo.com/dsvR3.412w.9.htm

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• 1998 – U.S. Bancorp completes its acquisition of Piper Jaffray in May.

• 1997 – In December, Piper Jaffray is acquired by U.S. Bancorp in a cash transaction valued at $730 million.

• SEC#36104 7/28/10

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•Building the most trusted global investment bank

•1992 – The name of the broker-dealer changes from Piper Jaffray & Hopwood Incorporated to Piper Jaffray Inc.

© 2010 Piper Jaffray & Co. Since 1895. Member SIPC and NYSE.

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Norwest Bank Minnesota, National Association

• 9/30/1995 appointed successor Trustee under the Indentures in 1991.

• First Trust National Association, as trustee, relating to subsidiary issuance of mortgage-backed bonds

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Credit Agreement Piper Jaffray Inc (DE Corp) Headquarters

Minneapolis &

Norwest Bank Minnesota, National Association, Dated 11/23/1994December 28, 1994November 7, 1995

Norwest Appointed successor Trustee under the Indentures in 1991

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Piper Jaffray Inc.Locations

• Minneapolis (headquarters)Suite 800800 Nicollet MallMinneapolis, MN 55402

• LondonFifth FloorOne South PlaceLondon, UK EC2M 2RB+44 (0)20 3142 8700

• Hong Kong39/F, Tower 1, Lippo Centre89 Queensway, AdmiraltyHong Kong +85 (2) 3189 3222

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DomesticUS States

City

AZ Phoeniz

CA Palo Alto (East), Orange County, - Aliso Viejo, Sacramento, San Francisco , Los Angeles area El Segundo

CO Denver

CT Gastonbury (Hartford Area)

FL Jacksonville

IL Chicago

IA Des Moines

KS Leawood (Kansas City area)

MA Boston

MN Minneapolis CORP HEADTRS

MO Clayton (St. Louis Area)

NY Saratoga Sprints,, Albany – Saratoga Springs, NYC

OR Portland

TX Houston, Dallas

VA Powhatan Richmond area

WA Seattle

WI Milwaukee

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SUBSIDIARIES OF THE REGISTRANT September 30, 1995

• Percentage of Voting State of Securities • Subsidiary Name • Piper Jaffray Inc. Delaware 100% • Piper Jaffray International Inc. Delaware 100%

– (a wholly owned subsidiary of Piper Jaffray Inc.)• Piper Capital Management Incorporated Delaware 100% • Piper Trust Company Minnesota 100% • Premier Acceptance Corporation Delaware 100% • Piper Realty Management Incorporated Delaware 100% • Piper Mortgage Incorporated Delaware 100% • Piper Jaffray Ventures, Inc. Delaware 100% • Piper Mortgage Acceptance Corporation Delaware 100% • http://www.secinfo.com/d2ctw.at.v.htm

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Executive LeadershipAndrew Duff

• Broker Dealer Subsidiary since 1996• President Investor Services & Vice Chair US Bancorp 1999-

2003 following– 1998 – U.S. Bancorp completes its acquisition of Piper Jaffray in

May. – 1997 – In December, Piper Jaffray is acquired by U.S. Bancorp in a

cash transaction valued at $730 million.

• Charge of spin-off from US Bancorp 2003.• ew Duff Chairman and CEO (PRES 1992)

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Philip Heasley & U.S. Bancorp 10/6/2000(Part of Takeover in 1997)

Separation Agreement & General Rules

Take over (7/24/1997 Employment Agreement & Letter 2/8/2000

Termination of Employment effective 4/30/2001 – Relinquish Pres & CEO -11/30/2000 – 11/30,2000 began paying $10K/mo until term date unless he gets another job

• Will Continue to SERVE AS Chairman of VISA USA as the US Bank Rep

• http://www.secinfo.com/dsvR3.412w.b.htm

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US Bancorp/DE US Bancorp Investments Inc.

1/2/04 : ... U.S. Bancorp Investments, Inc. Common Stock 2003-12-30 4 J 0 19333129 0 A 19333129 D Common Stock 2003-12-31 4 J 0 19333129 0 D 0 D On December 30, 2003, U.S. Bancorp Investments, Inc., a wholly owned subsidiary of U.S. Bancorp, merged with and into U.S. Bancorp Piper Jaffray Companies Inc., a wholly owned subsidiary of U.S. Bancorp that held all of the 100 outstanding shares of the Issuer, Piper Jaffray Companies. U.S. Bancorp Piper Jaffray ...

http://www.secinfo.com/dsvrh.734.d.htmEXHIBIT 99.1 ------------ JOINT SCHEDULE 13G FILING AGREEMENT -----------------------------------

This JOINT SCHEDULE 13G FILING AGREEMENT, made as of the 14th day of FEBRUARY, 1998, by and among Carl Marks Management Company, L.P. ("CMMC"), a Delaware limited partnership, and Andrew M. Boas ("Boas") and Robert C. Ruocco ("Ruocco"), individually.

1996 EXHIBIT 99.1 JOINT SCHEDULE 13G FILING AGREEMENT

- This JOINT SCHEDULE 13G FILING AGREEMENT, made as of the 14th day of FEBRUARY,

1996, by and among Carl Marks Management Company, L.P. ("CMMC"), a Delaware

limited partnership, and Andrew M. Boas ("Boas"), Robert C. Ruocco ("Ruocco") and

Martin J. Whitman ("Whitman"), individually.

4. DISCLAIMER OF GROUP. Each party disclaims the existence of a "group" with any other party, and as between any and all entities which may beneficially own directly the securities which may be reported in one or more Schedules 13G pursuant hereto, except as otherwise expressly stated in such Schedules.

http://www.secinfo.com/dRRu4.96.d.htm

• EXHIBIT 99.2 ------------ SUBSIDIARIES OF PARENT HOLDING

COMPANIES ---------------------------------------- The following are the

respective "subsidiaries" of the individual reporting persons treated

as "parent holding companies": BOAS, RUOCCO AND WHITMAN

------------------------ Carl Marks Management Company, L.P., a

registered investment adviser (902,600 shares). Carl Marks

Offshore Management, Inc., an unregistered investment adviser

holding less than 1% (0.9%) of the outstanding shares in

accordance with Rule 13d-1(b)(ii)(G). WHITMAN ------- EQSF

Advisers, Inc., a registered investment adviser, 362,100 shares

(owned by Third Avenue Value Fund, Inc., a registered investment

company). M.J. Whitman Advisers, Inc., a registered investment

adviser, 326,500 shares.

http://www.secinfo.com/dRRu4.96.c.htmBOAS and RUOCCO --------------- Carl Marks Management Company,

L.P., a registered investment adviser (501,800 shares). Carl Marks Offshore Management, Inc., an unregistered investment adviser

http://www.secinfo.com/dsvrh.734.c.htm

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? THE NORTHERN TRUST COMPANY “Collateral Administrator”

US Bancorp Investments Inc · '10-K'Accession Number 78778-95-18

• Norwest Bank Minnesota, National Association• First Bank National Association• Northern extended • Pledgor Registered broker-dealer of securities enter into various secured

financing arrangement with one or more of the Lenders;

• Simplify process all collateral held and administered by ‘THE NORTHERN TRUST COMPANY”

http://www.secinfo.com/d2ctw.at.b.htm?Find=norwest#1stPage

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PLEDGE AND COLLATERAL ADMINISTRATION AGREEMENT

• THIS PLEDGE AND COLLATERAL ADMINISTRATION AGREEMENT, dated as of November 23, 1994 (as amended, supplemented, amended and restated, or otherwise modified from time to time, this "Agreement"), is entered into among PIPER JAFFRAY INC., a Delaware corporation having its principal office at Minneapolis, Minnesota (the "Pledgor"), THE NORTHERN TRUST COMPANY ("Northern"), as collateral administrator for the holders of the Secured Obligations referred to below (in such capacity, together with its successors and assigns in such capacity, the "Administrator"), and each of the financial institutions (including Northern) that are, or that may become, signatories hereto (collectively, the "Lenders"). WITNESSETH: WHEREAS, the Pledgor is a registered broker-dealer of securities and has entered into and may in the future enter into various secured financing arrangements with one or more of the Lenders; and

• http://www.secinfo.com/d2ctw.at.b.htm?Find=norwest#1stPage

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Piper Capital Management, IncorporatedSanctions classaction lawsuit over losses

• B. PORTFOLIO CHANGES IN THE FUND AND THE PERFORMANCE OF THE FUND 1.

• Fund composition initially consisted almost exclusively of US Treasury notes and government agency mortgage pass-through securities.

• Since 1936 Piper Jaffray Inc. is wholly owned sub of PCM (Adviser) Registered Investment Adviser, affiliate of Piper Jaffray Inc.

• J. Kohler, and (ii) Gordon Altman Butowsky Weitzen Shalov & Wein, 114 West 47th Street, 20th Floor, New York, New York, 10036, and Theodore Altman, on behalf of Defendant Piper Funds Inc.

• 1990 Fund began in collateralized mortgage obligations (CMO’s)

• 1991 – 1994 Fund purchased tranches of CMO’s and stripped securities including interest only securities (IO’s) inverse IO’s, principal only securities PO’s inverse floaters…

• http://www.secinfo.com/d2ctw.9b.c.htm?Find=york#2ndPag

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Locations MINNEAPOIS HEADQUARTERS

• http://www.piperjaffray.com/2col_largeright.aspx?id=134

• Des Moines IA, Albany, NYC, Boston, Chicago, Milwaukee, Organge CA, Pal Alto CA Phoeniz AZ Hartford CT Hong Kong, London Richmond VA, Sacaramenta CA, San Francisco CA, Kansas City, KS City, Jacksonville FL, Houston TX, Seattle WA, Clayton MO

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Piper Jaffray Companies Corporate Snapshot

• Founded: 1895Headquarters: Minneapolis, Minn.Q2 2010 Net Revenue: $127.7 millionEmployees: Approx. 1,100Total Stockholders' Equity: $817.0 millionStock Symbol: PJC

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PipperJaffrayU.S. HeadquartersPiper Jaffray & Co.Suite 800 800 Nicollet MallMinneapolis, MN 55402612 303-6000

Europe HeadquartersPiper Jaffray Ltd.Fifth FloorOne South PlaceLondon EC2M 2RB+44 (0)20 3142 8700

Asia HeadquartersPiper Jaffray Asia39/F, Tower 1, Lippo Centre89 Queensway, AdmiraltyHong Kong+85 (2) 3189 3222

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First Last Filing Name Symbol Regulator #

(more-likely to less-likely)

6/25/03 7/23/10 Piper Jaffray Companies

PJC U.S. SEC # 123024510/26/04 11/4/04 Piper Jaffray Healthcare Fund II LP

U.S. SEC # 102844810/26/04 11/4/04 Piper Jaffray Healthcare Management/L/P

U.S. SEC # 130659110/26/04 11/4/04 Piper Jaffray Ventures/Inc

U.S. SEC # 13065935/11/99 2/10/04 US Bancorp Piper Jaffray Inc

U.S. SEC # 10688206/25/03 7/23/10 Piper Jaffray & Co [ now Piper Jaffray

Companies ] PJC U.S. SEC # 12302456/25/03 7/23/10 Piper Jaffray Cos [ now Piper Jaffray

Companies ] PJC U.S. SEC # 12302458/17/01 5/13/10 US Bancorp Piper Jaffray Asset Management

Inc [ now Faf Advisors Inc ] U.S. SEC # 1142147

2/14/94 1/2/04 US Bancorp Piper Jaffray Companies Inc [ now US Bancorp Investments Inc ]

PiperJaf U.S. SEC # 787785/31/94 6/28/00 Piper Jaffray Investment Trust Inc [ now

Piper Funds Inc ] U.S. SEC # 8061772/14/94 1/2/04 Piper Jaffray Companies Inc [ now

US Bancorp Investments Inc ] PiperJaf U.S. SEC # 787782/14/94 1/2/04 Piper Jaffray Inc/DE [ now

US Bancorp Investments Inc ] PiperJaf U.S. SEC # 787782/14/94 1/2/04 Piper Jaffray Inc [ now

US Bancorp Investments Inc ] PiperJaf U.S. SEC # 787785/31/94 6/28/00 Piper Jaffray Funds Inc [ now Piper Funds Inc

] U.S. SEC # 806177

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Piper Jaffray is a leading global investment firm

• serving the needs of corporations, private equity groups, public entities, nonprofit clients and institutional investors. Founded in 1895, the firm is headquartered in Minneapolis with offices across the U.S. and in Hong Kong and London.

• We operate through three principal business lines—investment banking, institutional securities and asset management—offering a full suite of products to serve our clients' business lifecycle needs, geographic reach in an increasingly global market, and deep expertise in our core middle market sectors:

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Piper Jaffray Corporate Investment Bankers

• Offer clients advisory and financial services including equity, debt and convertible underwriting; mergers and acquisitions; financial restructuring and private placements. We also offer our corporate clients specialized capability in private investment in public equity (PIPEs) and registered directs (RDs).

• Our public finance investment bankers issue taxable and tax-exempt debt for a wide variety of government and non-profit clients. We also assist borrowers and lenders in accessing capital by sourcing loans for clients.

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Asset managementLeadership & Partnership

Advisory Research, Inc. (ARI) $5.5 Billion Focus: Equity Strategies

Piper Jaffray Private Captial (funds, venture cap, levered buyout, clean tech investments

Fiduciary Asset Management (FAMCO) subsidiaryClosed end funds

5 Core product strategiesFlex core equities, quantititative enhanced equities,

master limited partnerships, fixed income, balanced.

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US Bancorp/DE

• FBS Capital I – SEC#1038952 5/12/97• US Bancorp Investments Inc SEC #78778 1/2/04• USB Capital II, III, IV, IX, V, VII, VIII, XI, XII, XIII,

XIV, XV, XVI– 1053711 9/12/03; 1053712 7/23/99; 1053714

12/29/06; 1325543 6/8/10; 1053715 12/29/06; 1325524 12/27/05; 1325526 12/28/05; 1325548 4/12/06; 1325546 8/30/06; 1325547 2/1/07; 1325527 12/9/09; 1325536 12/7/09; 1325537 12/7/09; 1325528 12/7/09;

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Dated: August 15, 2002 Fuller H B Co /s/ Lee R. Mitau Form 5 – 1200 Willow Lake Boulevard, PO Box 64683, St. Paul MN 55164-0683

11/29/03 Director 1. 1998 Directors' Stock Plan Dividend Reinvestment: This amount includes shares acquired pursuant to a dividend reinvestment feature of the 1998 Directors' Stock Plan. 11,818.45 (1)

http://www.secinfo.com/d141Nx.215dv.htmhttp://www.secinfo.com/d141Nx.v2Ta.htm

• S of 7/11/03• POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, Lee R. Mitau, hereby constitute and appoint

Patricia L. Jones, Albert P.L. Stroucken, Steven E. Suckow and Raymond Tucker, and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for me and in my name, place and stead, to sign any reports on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities) relating to transactions by me in Common Stock or other securities of H.B. Fuller Company, and all amendments thereto, and to file the same, with the Securities and Exchange Commission and the appropriate securities exchange, granting unto said attorneys-in-fact and agents, and each of them, or their substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratify and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall be effective until such time as I deliver a written revocation thereof to the above-named attorneys-in-fact and agents.

• Dated: August 15, 2002 /s/ Lee R. Mitau

• Filing 4, 7/10/03 Fuller HB CO: Norbert R Berg, Freeman A Ford, Knut Kleedehn, J Michael Losh, John J. Mauriel Jr, Lee R Mitau, Alreedo L Rovira, R. William Van Sant, R. William Vansant with deletion on R. William Vansant http://www.secinfo.com/$/SEC/Filings.asp?D=141Nx.2De6.30710

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2002 of InterestUS Bank National Association by vertical integration related to Wells Fargo & Co who is

parent.

• Reporting Person * Thormodsgard Diane L U.S. BANCORP 800 NICOLLET MALL Explanation of Responses:

• 1. The option vested in four equal annual installments beginning on December 18, 2002.

• 2. The option vested in four equal annual installments beginning on December 17, 2003.

• 3. The option vests in four equal annual installments beginning on January 20, 2005.

• 4. The option vests in four equal annual installments beginning on February 16, 2006.

• 5. The option vests in four equal annual installments beginning on February 14, 2007.

• 6. The option vested on December 12, 2006. 7

• . The option vests on June 14, 2007. *Lee R Mitau for Diane 2/9/07 http://www.secinfo.com/d1387.u3b.htm

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Lee Mitau forDiane L. Thormodsgard

• Explanation of Responses: Amendment 2/9/07 • Date of Event 1/3/107 (68,484) corrected to 62,284

• 1. The number of shares was incorrectly reported in the inital report due to a typographical error. Remarks: Lee R. Mitau for Diane L. Thormodsgard EVP US Bancorp – stock USB

• Common Stock, $0.01 par value 68,284 (a) Direct Ownership (Form filled by One Reporting person Lee Mitau) http://www.secinfo.com/d1387.u3a.htm#1stPage

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Lenders Processing Services In, Jacksonville FL• Philip G. Heasley

• Director, President and Chief Executive Officer• ACI Worldwide, Inc.• Omaha , NE • Sector: TECHNOLOGY / Technical & System Software • Officer since March 2005• • Director , Lender Processing Services Inc • Jacksonville , FL • Sector: SERVICES / Business Services • • Lead Director , Tier Technologies, Inc. • Walnut Creek , CA • Sector: TECHNOLOGY / Information Technology Services

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Chairman and Chief Executive Officer of First USA Bank from October 2000 to November 2003.

• 60 Years Old• Mr. Heasley has been a director and our President and Chief Executive Officer since March 2005. Mr. Heasley

has a comprehensive background in payment systems and financial services. Chairman and Chief Executive Officer of PayPower LLC, an acquisition and consulting firm specializing in financial services and payment services from October 2003 to March 2005. Chairman and Chief Executive Officer of First USA Bank from October 2000 to November 2003. Served in various capacities for U.S. Bancorp from 1987 until 2000, including Executive Vice President, and President and Chief Operating Officer. Serves on the National Infrastructure Advisory Council for the President. Director of Tier Technologies, Inc. (NASDAQ: TIER), a provider of electronic payment biller-direct solutions, and Lender Processing Services, Inc. (NYSE: LPS), a provider of mortgage processing services, settlement services, mortgage performance analytics and default solutions. Previously a director of Fidelity National Title Group, now known as Fidelity National Financial, Inc. (NYSE: FNF), a provider of title insurance, specialty insurance and claims management services, Kintera, Inc. (NASDAQ: KNTA), a provider of software for non-profit organizations, until it was acquired by Blackbaud, Inc. (NASDAQ: BLKB), Ohio Casualty Corporation (NASDAQ: OCAS), the holding company of The Ohio Casualty Insurance Company, which is one of six property-casualty insurance companies that make up Ohio Casualty Group, collectively referred to as Consolidated Corporation, and Fair Isaac Corporation (NYSE: FICO), a provider of analytics and decision management technology.

• Philip G. Heasley Profile - Forbes.com • Mr. Heasley has been a director and our President and Chief Executive Officer since March 2005. Mr. Heasley

has a comprehensive background in payment.people.forbes.com/profile/philip-g-heasley/936 - Cached - Similar

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Philip G. HeasleyDirector , Lender Processing Services Inc

Jacksonville , FL

• LPS Profile• The Company provides integrated technology and outsourced services to

the mortgage lending industry in the United States. It operates in two segments: Technology, Data and Analytics; and Loan Transaction Services.

• Lender Processing Srvcs601 Riverside AvenueJacksonville, FL 32204 Phone: (904) 854-5100 Fax: Web Site:

• LPS Wires Headlines• 07.23.10 NYSE stocks posting largest percentage decreases 07.23.10

NYSE stocks posting largest percentage decreases

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The current information is: U.S. BANK NATIONAL ASSOCIATION 425 WALNUT STREET CINCINNATI, OH, UNITED STATES 45202 Institution Type: National Bank Primary Federal Regulator: OCC

Insurance: FDIC/DEPOSIT INSURANCE FUND RSSD ID: 504713 FDIC Certificate #: 6548 Routing Transit Number (RTN): 042000013 Activity: COMMERCIAL BANKING

• Institution History for MINNEAPOLIS BRANCH (66855) 8 institution history record(s) found. < Previous Page Next > Event Date Historical Event 1956-05-09 FIRST NATIONAL BANK OF MINNEAPOLIS located at MINNEAPOLIS, MN was established as a National Bank. 1985-06-30 FIRST NATIONAL BANK OF MINNEAPOLIS moved to FIRST BANK PLACE EAST MINNEAPOLIS, MN. 1987-12-31 FIRST NATIONAL BANK OF MINNEAPOLIS was renamed to FIRST BANK NATIONAL ASSOCIATION. 1992-10-26 FIRST BANK NATIONAL ASSOCIATION moved to 601 SECOND AVENUE SOUTH P.O. BOX A745 MINNEAPOLIS, MN. 1997-08-01 FIRST BANK NATIONAL ASSOCIATION was renamed to U.S. BANK NATIONAL ASSOCIATION. 2001-08-10 U.S. BANK NATIONAL ASSOCIATION was acquired by U.S. BANK NATIONAL ASSOCIATION. 2001-08-10 U.S. BANK NATIONAL ASSOCIATION was renamed to MINNEAPOLIS BR and became a branch of U.S. BANK NATIONAL ASSOCIATION. 2007-06-30 Institution is closed.

• Institution History for U.S. BANK NATIONAL ASSOCIATION (504713) 7 institution history record(s) found. < Previous Page Next > Event Date Historical Event 1959-12-31 FIRST NATIONAL BANK located at 425 WALNUT STREET, CINCINNATI, OH was established as a National Bank. 1974-01-02 FIRST NATIONAL BANK was renamed to FIRST NATIONAL BANK OF CINCINNATI. 1979-01-01 FIRST NATIONAL BANK OF CINCINNATI was renamed to FIRST NATIONAL BANK OF CINCINNATI, THE. 1988-07-01 FIRST NATIONAL BANK OF CINCINNATI, THE was renamed to STAR BANK, N.A., CINCINNATI. 1991-06-14 STAR BANK, N.A., CINCINNATI was renamed to STAR BANK, NATIONAL ASSOCIATION. 1999-02-15 STAR BANK, NATIONAL ASSOCIATION was renamed to FIRSTAR BANK, NATIONAL ASSOCIATION. 2001-08-10 FIRSTAR BANK, NATIONAL ASSOCIATION was renamed to U.S. BANK NATIONAL ASSOCIATION.

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1995 Acquisition of Century 21…

Realogy Corp• Realogy Corporation, the worlds largest real estate franchiser, is one of the preeminent and most integrated providers of real estate and relocation services in the world, with

leading real estate brands, brokerages, relocation services and title and settlement services.• Beginning with its 1995 acquisition of Century 21 Real Estate Corporation, and expanding through subsequent acquisitions

and organic growth, Realogy stands today as a leader in the residential real estate industry, with operations throughout the United States and the world. Headquartered in Parsippany, NJ, Realogy (www.realogy.com) has more than 15,000 employees worldwide and represents such world-renowned real estate brands as CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, ERA, Sothebys International Realty, and NRT Incorporated. In addition, the company also represents Cartus Corporation, a global leader in relocation services; and Title Resource Group, a provider of title and other settlement services. Realogy fully supports the principles of the Fair Housing Act and each of its real estate brands and NRT are proud to support a national alliance agreement with the National Community Reinvestment Coalition (NCRC).

• Realogy is owned by an affiliate of Apollo Management, L.P., a leading private equity and capital markets investor. Since its inception in 1990, Apollo has managed more than $33 billion of capital across a wide variety of industries both domestically and internationally.

• National Community Reinvestment Coalition (NCRC).• Realogy is owned by an affiliate of Apollo Management, L.P., a leading private equity and capital markets investor. Since its

inception in 1990, Apollo has managed more than $33 billion of capital across a wide variety of industries both domestically and internationally.

• • SEARCH PROPERTIES FIND AN OFFICE

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• http://www.century21.com/ http://www.century21.com/international/

• © 2010 Century 21 Real Estate LLC, A Realogy Company. All rights reserved. Each CENTURY 21 Office Is Independently Owned And Operated.

• 1995 Acquisition of Realogy

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• © Coldwell Banker Real Estate Corporation. Coldwell Banker Commercial© is a registered trademark licensed to Coldwell Banker Real Estate Corporation. An Equal Opportunity Company. Each Office is independently owned and operated, except offices owned and operated by NRT Corporation. http://www.cbcworldwide.com/

• LINKS TO PDF’s http://www.cbcworldwide.com/content/services.html• Sothebys International Realty, and NRT Incorporated. In addition, the company also

represents Cartus Corporation, a global leader in relocation services; and Title Resource Group, a provider of title and other settlement services. Realogy fully supports the principles of the Fair Housing Act and each of its real estate brands and NRT are proud to support a national alliance agreement with the National Community Reinvestment Coalition (NCRC).

• Realogy is owned by an affiliate of Apollo Management, L.P., a leading private equity and capital markets investor. Since its inception in 1990, Apollo has managed more than $33 billion of capital across a wide variety of industries both domestically and internationally.

• Relocation Services -As a subsidiary of Realogy Corporation, CBC can provide unmatched relocation services through Cartus Corporation, the world’s largest relocation company. The outsourcing expertise of CBC provides companies with cost-and time-efficient relocation solutions.

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• © 2010 Coldwell Banker Real Estate LLC. A Realogy Company. All Rights Reserved. Coldwell Banker Real Estate LLC fully supports the principles of the Fair Housing Act and the Equal Opportunity Act. Each Office is Independently Owned and Operated. Coldwell Banker®, the Coldwell Banker Logo and "We Never Stop Moving" are registered service marks owned by Coldwell Banker Real Estate LLC.

•Any use of the term "sales associate" or "sales agent" shall be replaced with the term "sales representative" in the Province of Ontario, Canada.

© 2010 Coldwell Banker Mortgage State Licensing

Since 1906, the Coldwell Banker brand has represented an unparalleled commitment to professionalism and customer service in the real estate industry. Our rich heritage of experience, our unparalleled global network of over 100,000 real estate agents and representatives, and our industry-leading tools and services - such as coldwellbanker.com - has helped make the dream of owning a home a reality for millions of families. Our website is a reflection of our belief in customer service and providing an exceptional real estate experience. Browse property listings here.

• http://www.coldwellbanker.com/

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• Sotheby's International Realty Affiliates LLC. and its parent company, Realogy Corporation fully support

• Each Office Is Independently Owned and Operated Except Offices Owned and Operated By NRT LLC• Copyright © 2009 Sotheby's International Realty Affiliates LLC. All Rights Reserved.

View Full Disclaimer | Privacy Policy | Terms of Use • The listing information set forth on this site is based upon information which we consider reliable,

but because it has been supplied by third parties to our franchisees (who in turn supplied it to us) , we cannot represent that it is accurate or complete, and it should not be relied upon as such. The offerings are subject to errors, omissions, changes, including price, or withdrawal without notice. All dimensions are approximate and have not been verified by the selling party and cannot be verified by Sotheby's International Realty Affiliates LLC. It is recommended that you hire a professional in the business of determining dimensions, such as an appraiser, architect or civil engineer, to determine such information.

• Copyright© 2006-2010 Sotheby's International Realty Affiliates LLC. All Rights Reserved. Sotheby's International Realty Affiliates© is a registered trademark licensed to Sotheby's International Realty Affiliates LLC

• http://www.sothebysrealty.com/en/home.aspx

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http://www.era.com/• © ERA Franchise Systems LLC. All Right Reserved.

ERA® and Always There For You® are registered trademarks licensed to ERA Franchise Systems LLC. An Equal Opportunity Company. Equal Housing Opportunity. Each Office is Independently Owned and Operated.

• Public Relations ContactPublic Relations DepartmentERA Franchise Systems LLC

[email protected]

Worldwide HeadquartersERA Franchise Systems LLC1 Campus DriveParsippany, NJ 07054

ERA Corporate Management TeamCharlie Young

President and Chief Executive OfficerERA Franchise Systems LLC •Young joined the ERA Real Estate executive team in February 2009 as chief operating officer

•five years at Coldwell Banker Real Estate LLC, first as senior vice president, marketing and later as chief operating officer… •Previously, Young gained significant real estate field operations experience when he served as a vice president for then Cendant Mortgage (now PHH Mortgage) where he worked closely with brokers in the ERA, Coldwell Banker® and CENTURY 21® systems to implement private-labeled mortgage programs

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• Copyright © 2008-2010. All rights reserved. All ONCOR logos and marks as well as all other proprietary materials depicted herein are the property of ONCOR and/or its subsidiaries.

• ONCOR International(SM) is a premier global commercial real estate system. ONCOR International members include over 50 independent commercial real estate brokerages, with over 170 offices in 32 countries. Collectively, ONCOR International members have been responsible for approximately $13.2 billion in commercial real estate volume and over 11,800 commercial real estate transactions in 2009.

• https://www.oncorintl.com/about/pr/show_release.cfm?id=48

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Realogy from Linkedin• Realogy Corporation, a global provider of real estate and relocation services,

has a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy’s world-renowned brands and business units include Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, The Corcoran Group®, ERA®, Sotheby’s International Realty®, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy’s franchise systems have approximately 16,000 offices and 300,000 sales associates doing business in 96 countries around the world.

Headquartered in Parsippany, N.J., Realogy has approximately 13,000 employees worldwide. Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act and each of its real estate brands and NRT are proud to support a national alliance agreement with the National Community Reinvestment Coalition (NCRC).

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