EXHIBIT 10.3
FIRST AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT made and entered into as of the 30th day of June, 1998,
between Firstar Corporation, a Wisconsin corporation (the "Company"), and
Firstar Trust Company (f/k/a First Wisconsin Trust Company) (the "Rights
Agent"), under the Rights Agreement, dated as of January 19, 1989, between
the Company and the Rights Agent (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company may from time to time prior to such time as any Person (as defined in
the Rights Agreement) becomes an Acquiring Person (as defined in the Rights
Agreement) supplement or amend the Rights Agreement in accordance with the
provisions of such Section 27; and
WHEREAS, the Company proposes to enter into (i) an Agreement and
Plan of Reorganization (the "Merger Agreement") with Star Banc Corporation,
an Ohio corporation ("Star"), and Foxtrot (DE) Corporation, a Delaware
corporation, and (ii) a Stock Option Agreement under which the Company may
under certain circumstances be obligated to issue Common Shares (as defined
in the Rights Agreement) of the Company (the "Stock Option Agreement") with
Star; and
WHEREAS, the Board of Directors of the Company has determined that
it is in the best interests of the Company and its shareholders to amend the
Rights Agreement as set forth herein in connection with the foregoing, and
the Company and the Rights Agent desire to evidence such amendment in
writing.
NOW, THEREFORE, the Company and the Rights Agent hereby amend the
Rights Agreement as follows:
Section 1(a) of the Rights Agreement is hereby amended by adding
the following at the end of such section:
Notwithstanding anything to the contrary contained in this
Agreement, for purposes of this Agreement, Star Banc Corporation,
an Ohio corporation ("Star"), shall not be deemed to be an
Acquiring Person solely by virtue of (i) the execution of that
certain Agreement and Plan of Reorganization (as such agreement may
be amended from time to time, the "Merger Agreement"), dated as of
June 30, 1998, among the Company, Star and Foxtrot (DE)
Corporation, a Delaware corporation; (ii) the execution of that
certain Stock Option Agreement (as such agreement may be amended
from time to time, the "Option Agreement"), dated as of June 30,
1998, among the Company as "Issuer" and Star as "Grantee"; (iii)
the consummation of the Merger (as defined in the Merger
Agreement); or (iv) the consummation of the other transactions
contemplated in the Merger Agreement and/or the Stock Option
Agreement.
Section 3(a) of the Rights Agreement is hereby amended by adding
the following at the end of such section:
Notwithstanding anything to the contrary contained in this
Agreement, a Distribution Date shall not occur solely as a result
of (i) the execution of the Merger Agreement or the Stock Option
Agreement; (ii) the consummation of the Merger (as defined in the
Merger Agreement); or (iii) the consummation of the other
transactions contemplated in the Merger Agreement and/or the Stock
Option Agreement.
Section 7(a) of the Rights Agreement is amended and restated to
read in its entirety as follows:
The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights
Agent at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior
to the earliest of (i) January 19, 1999 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided
in Section 23 hereof (the "Redemption Date"), (iii) the time at
which such Rights are exchanged as provided in Section 24 hereof,
and (iv) the consummation of the Merger.
Section 13(a) of the Rights Agreement is hereby amended by adding
the following at the end of such section:
Notwithstanding anything to the contrary contained in this
Agreement, the execution of the Merger Agreement and the Stock
Option Agreement, the consummation of the Merger (as defined in the
Merger Agreement) and the consummation of the other transactions
contemplated in the Merger Agreement and/or the Stock Option
Agreement shall not be deemed to be events of the type described in
the first sentence of this Section 13(a) and shall not cause the
Rights to be adjusted or exercisable in accordance with, or any
other action to be taken or obligation to arise pursuant to, this
Section 13.
Section 29 of the Rights Agreement is amended and restated to read
in its entirety as follows:
Nothing in this Agreement shall be construed to give to any Person other
than the Company, the Rights Agent and the registered holders of the
Right Certificates (and, prior to the Distribution Date, the Common
Shares) any legal or equitable right, remedy or claim under this
Agreement, by virtue of the consummation of the Merger, or by virtue of
the execution of the Merger Agreement or the Stock Option Agreement; but
this agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common Shares).
This Amendment shall be deemed to be a contract made under the laws
of the State of Wisconsin and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts
to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each
of which shall for all purposes be deemed an original, and all of which
together shall constitute but one and the same instrument.
Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
If any provision, covenant or restriction of this Amendment is held
by a court of competent jurisdiction or other authority to be invalid,
illegal or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
* * * * *
IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed as of the date first above written.
FIRSTAR CORPORATION
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxxx
Title: Chairman and Chief
Executive Officer
FIRSTAR TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
and Director
