1 EXHIBIT 99.1 STAR BANC CORPORATION 5 7/8% NOTES DUE 2003 ----------------- UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 1998 • Star Banc Corp /Oh/ • National commercial banks • New York
2- 3 the Commission and at the Closing Date (as hereinafter defined), (i) the Registration Statement as amended as of any such time, and the Final Prospectus, as amended or supplemented as of any such time, will comply in all material respects with...Underwriting Agreement • March 13th, 1997 • Star Banc Corp /Oh/ • National commercial banks • New York
EXHIBIT 10.5 SEVERANCE, EMPLOYMENT AND RETENTION AGREEMENTS Exhibit 10.5 includes the severance, employment and retention agreements for executive officers. The following new employment contract for Jerry A. Grundhofer, Chairman, President and Chief...Employment Agreement • March 31st, 1997 • Star Banc Corp /Oh/ • National commercial banks • Ohio
CONSULTING AGREEMENTConsulting Agreement • December 11th, 1997 • Star Banc Corp /Oh/ • National commercial banks • Ohio
Exhibit 99.2 THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated June 30, 1998, between Firstar Corporation, a Wisconsin...Stock Option Agreement • July 2nd, 1998 • Star Banc Corp /Oh/ • National commercial banks • Wisconsin
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • July 2nd, 1998 • Star Banc Corp /Oh/ • National commercial banks • New York
Star Banc Corporation $ Medium-Term Notes Due From Nine Months From Date of IssueSelling Agency Agreement • January 21st, 1997 • Star Banc Corp /Oh/ • National commercial banks • New York
TOIndenture Agreement • January 21st, 1997 • Star Banc Corp /Oh/ • National commercial banks • New York
2- 3 comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall be signed on behalf of the...Debt Warrant Agreement • March 13th, 1997 • Star Banc Corp /Oh/ • National commercial banks • New York
ANDDeposit Agreement • March 13th, 1997 • Star Banc Corp /Oh/ • National commercial banks • New York
* Complete or modify the provisions of this Form as appropriate to reflect the terms of the Warrants, Warrant Securities and Offered Securities. 2 ARTICLE I.Preferred Stock Warrant Agreement • March 13th, 1997 • Star Banc Corp /Oh/ • National commercial banks • New York
2- 3 other Warrants of different denominations, of like tenor and representing in the aggregate the right to purchase a like number of Shares. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in accordance with the...Common Stock Warrant Agreement • March 13th, 1997 • Star Banc Corp /Oh/ • National commercial banks • New York
by and amongAgreement and Plan of Reorganization • September 25th, 1998 • Star Banc Corp /Oh/ • National commercial banks • New York
EXHIBIT 10.5 SEVERANCE, EMPLOYMENT AND RETENTION AGREEMENTS Exhibit 10.5 includes the severance, employment and retention Agreements for executive officers. The employment contract of Jerry A. Grundhofer, Chairman, President and Chief Executive...Severance Agreement • April 1st, 1998 • Star Banc Corp /Oh/ • National commercial banks
EXHIBIT 10.4 SEVERANCE, EMPLOYMENT AND RETENTION AGREEMENTS Exhibit 10.4 includes the severance, employment and retention agreements for executive officers. The employment contract of Jerry A. Grundhofer, Chairman, President and Chief Executive...Severance Agreement • March 28th, 1996 • Star Banc Corp /Oh/ • National commercial banks
