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ST. PAUL BANCORP, INC. ADOPTS SHAREHOLDER RIGHTS PLAN

 ST. PAUL BANCORP, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
 CHICAGO, Oct. 26 /PRNewswire/ -- The board of directors of St. Paul


Bancorp, Inc., the holding company for Chicago-based St. Paul Federal Bank for Savings, today announced the adoption of a Shareholder Rights Plan. The Plan is designed to preserve for stockholders the long-term value of their investment in St. Paul Bancorp. The company indicated that the Rights are not being distributed in response to any specific effort to acquire control of the company, nor is the board aware of any such effort.
 Under the Rights Plan, each stockholder will receive a distribution of one right for each share of the company's outstanding common stock. Each Right entitles the holder to purchase one one-hundredth (1/100) of a share of a new series of participating preferred stock at an initial exercise price of $80.00.
 Initially, the Rights are represented by the company's common stock certificates and are not exercisable. The Rights become exercisable shortly after a person or group acquires beneficial ownership of 10 percent or more of St. Paul Bancorp's common stock or publicly announces it intention to commence a tender or exchange offer or request regulatory approval of a share acquisition that would result in that beneficial ownership level.
 Commenting on the Rights Plan, Joseph C. Scully, chairman and CEO of the company, said, "The Rights Plan will enable the board to ensure that all shareholders realize the long-term value of their investment in St. Paul Bancorp, by enabling the company to pursue its retail community bank strategy. The Plan is intended to encourage a potential buyer to negotiate directly with the board prior to attempting a takeover."
 Under certain circumstances involving a buyer's acquisition of a 10 percent position in the company, all Rights holders except the buyer will be entitled to purchase common stock at half price. If the company is acquired in a merger after such an acquisition, all Rights holders except the buyer will also be entitled to purchase stock in the buyer at half price. St. Paul Bancorp may redeem the Rights at one cent each at any tine before a buyer acquires 10 percent of the company's voting stock.
 The company indicated the Rights will be distributable to shareholders of record on Nov. 13, 1992 and will expire 10 years thereafter. The Rights distribution is not taxable to shareholders. Joseph Scully, chairman and CEO, noted that the Rights distribution is described in greater detail in a letter to be mailed to all of the company's shareholders.
 St. Paul Bancorp, Inc. is the holding company for St. Paul Federal Bank for Savings, the largest independent thrift headquartered in Illinois.
 -0- 10/26/92
 /CONTACT: Robert N. Parke, 312-804-2360, or Susan H. Fischer, 312-804-2284, both of St. Paul Bancorp/ CO: St. Paul Bancorp, Inc. ST: Illinois IN: FIN SU: SRP


LD-TM -- NY124 -- 5103 10/26/92 18:59 EST
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Publication:PR Newswire
Date:Oct 26, 1992
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