HOME FEDERAL BANCORP
FIRST AMENDMENT TO RIGHTS AGREEMENT
DATED NOVEMBER 22, 1994
This First Amendment to the Rights Agreement dated as of November 22,
1994 (the "Rights Agreement"), between Home Federal Bancorp (the "Company") and
LaSalle National Bank (the "Rights Agent"), is effective as of November 25,
1997.
A. Section 27 of the Rights Agreement permits the Company to amend the
Rights Agreement to increase the Purchase Price thereunder prior to the
Distribution Date (as defined therein) and the Distribution Date has not
occurred yet under the Rights Agreement.
B. On November 25, 1997, the Board of Directors of the Company
approved an amendment to the Rights Agreement which increased the Purchase Price
thereunder from $26.67 to $80.00.
NOW, THEREFORE, the Company and the Rights Agent agree as follows:
1. Section 7(b) shall be amended to read in its entirety as follows:
"(b) The Purchase Price for each Common Share pursuant to the
exercise of a Right shall be $80.00, shall be subject to adjustment
from time to time as provided in Sections 11 and 13 hereof, and shall
be payable in lawful money of the United States of America in
accordance with paragraph (c) below."
IN WITNESS WHEREOF, the parties hereto have affixed their signatures
hereto effective as of November 25, 1997.
HOME FEDERAL BANCORP
By:/s/ Lawrence E. Welker
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LaSALLE NATIONAL BANK, as Rights Agent
By:/s/ Gregory Malatia
