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STAR STATES CORPORATION838 Market Street Wilmington, Delaware 19899 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held on August 18, 1992 To the Stockholders: Notice is hereby given that the Annual Meeting of Stockholders of Star States Corporation will be held at Arsht Hall, University of Delaware, Wilcastle Center, 2600 Pennsylvania Avenue, Wilmington, Delaware, on Tuesday, August 18, 1992, at 4:00 p.m., for the purpose of considering and acting upon the following. 1. Election of three directors for terms of three years each. 2. Approval of an amendment to the Certificate of Incorporation to authorize a series of Preferred Stock to be known as the Company's 10% Convertible Preferred Stock, Series 1 (the "Preferred Stock"), to be sold in an offering that will include certain Standby Investors. 3. Approval of an amendment to the Certificate of Incorporation to restrict future transfers of ownership of the Common Stock and other securities for a period of thirty-seven months to persons who are or who would become as a result of the transfer beneficial owners of more than 4.5% of the Company's stock in an effort to protect the Company's tax net operating loss carry forwards. 4. Approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock from 17,500,000 to 20,000,000. 5. Approval of an amendment and restatement of the 1986 Stock Option Plan to, inter alia, increase the number of shares reserved for issuance pursuant to options and authorize the issuance of stock appreciation rights. 6. Such other matters as may properly come before the meeting or any adjournment thereof. The Board of Directors has fixed the close of business on July 6, 1992, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting and any adjournment thereof. By Order of the Board of Directors, John D. Waters Executive Vice President Secretary and Treasurer July 13, 1992 IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING. PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED FROM WITHIN THE UNITED STATES.