EXHIBIT 10.1
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (this "Amendment"), dated as of February 16, 2001,
to the Rights Agreement (hereinafter defined), made by and between AMCORE
Financial, Inc., a Nevada corporation (the "Company"), and Xxxxx Fargo Bank
Minnesota, N.A. (as successor to Firstar Trust Company), as Rights Agent
(the "Rights Agent").
RECITALS
A. The Company and Firstar Trust Company have heretofore
executed and entered into a Rights Agreement dated as of February 21, 1996
(the "Rights Agreement").
B. Pursuant to Section 21 of the Rights Agreement, the
Company has removed Firstar Trust Company as Rights Agent and appointed
Xxxxx Fargo Bank Minnesota, N.A. as successor Rights Agent, in each case
effective as of January 22, 2001.
C. Pursuant to Section 27 of the Rights Agreement, the
Company may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof.
D. All acts and things necessary to make to this Amendment a
valid agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the Company
and the Rights Agent have been in all respects duly authorized by the
Company and the Rights Agent.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties hereby agree as follows:
1. The Rights Agreement is hereby modified and amended by
deleting all references to "Firstar Trust Company" and substituting
therefor "Xxxxx Fargo Bank Minnesota, N.A." as the successor Rights Agent.
2. The Rights Agreement is hereby modified and amended by
deleting the business address of Firstar Trust Company in Section 26
thereof and substituting therefor the business address of Xxxxx Fargo Bank
Minnesota, N.A., which is Xxxxx Fargo Bank Minnesota, N.A., Shareowner
Services, 000 X. Xxxxxxx Xxxxxxxx, Xxxxx Xx. Xxxx, XX 00000.
3. This Amendment shall be deemed to be a contract made
under the laws of the State of Nevada and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contacts to be made and performed entirely within such State,
without giving to its principles of conflicts of laws.
4. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such counterparts
shall together constitute one and the same instrument.
5. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
6. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of
the Rights Agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed by
the Company and the Rights Agent of the day and year first written above.
Attest: AMCORE FINANCIAL, INC.
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By: /s/ Xxx Xxxxxx By: /s/ Xxxx X. Xxxxx
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Name: Xxx Xxxxxx Name: Xxxx X. Xxxxx
Title: Stock Plan Administrator Title: Executive Vice President
Chief Financial Officer
Attest: WELL FARGO BANK MINNESOTA, N.A.
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By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxx Xxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxx Xxxxx
Title: Assistant Vice President Title: Assistant Vice President