EXHIBIT 4
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of August 4, 1999 ("Second Amendment"), to
Rights Agreement dated as of May 13, 1997 (the "Rights Agreement"), between
SCPIE Holdings Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, LLC, a New Jersey limited liability company as Rights
Agent (the "Rights Agent"). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend any provision of
the Rights Agreement in accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of the foregoing promises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights
Agreement as follows:
1. Section 1.3(ii)(z) is hereby amended and restated in its entirety
as follows:
"(z) securities which such Person or any of such Person's Affiliates or
Associates may acquire, does or do acquire or may be deemed to acquire or
may be deemed to have the right to acquire, pursuant to any merger or other
acquisition agreement between the Company and such Person (or one or more
of such Person's Affiliates or Associates) if prior to such Person becoming
an Acquiring Person the Board of Directors of the Company has approved such
agreement and determined that such Person shall not be or be deemed to be
the beneficial owner of such securities within the meaning of this Section
1.3."
2. Section 7.1(iii) is hereby amended and restated in its entirety
as follows:
"the closing of any merger or other acquisition transaction involving the
Company pursuant to an agreement of the type described in Section 13.2 at
which time the Rights are deemed terminated."
3. Section 13.2 is hereby amended and restated in its entirety as
follows:
"Notwithstanding anything contained herein to the contrary, upon the
consummation of any merger or other acquisition transaction of the type
described in clause (A), (B) or (C) of Section 13.1 involving the Company
pursuant to a merger or other acquisition agreement between the Company and
any Person (or
one or more of such Person's Affiliates or Associates) which agreement has
been approved by the Board of Directors of the Company prior to any Person
becoming an Acquiring Person, this Agreement and the rights of holders of
Rights hereunder shall be terminated in accordance with Section 7.1."
4. The third paragraph of Exhibit C to the Rights Plan (Summary of
Rights to Purchase Preferred Shares) is hereby amended by deleting the first
sentence in its entirety.
5. Exhibit C to the Rights Agreement is hereby amended by deleting
the eleventh paragraph in its entirety.
6. The thirteenth paragraph of Exhibit C is hereby amended by
deleting, in the second sentence thereof, the words "(so long as, under certain
circumstances, a majority of Continuing Directors approve such shortening or
lengthening)."
7. This Second Amendment shall be effective as of the date hereof
and, except as expressly set forth herein, the Rights Agreement shall remain in
full force and effect and be otherwise unaffected hereby.
8. This Second Amendment may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all such counterparts shall together constitute one and the same document.
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IN WITNESS WHEREOF, the parties have executed this Second
Amendment as of the date first written above.
SCPIE HOLDINGS INC.
By: /s/ Xxxxxx X. Xxx
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Xxxxxx X. Xxx
President & Chief Executive Officer
CHASEMELLON SHAREHOLDER
SERVICES, LLC
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Assistant Vice President
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