THIRD AMENDMENT TO RIGHTS AGREEMENT
___________________________________
This Third Amendment, dated as of June 16, 1997 (the "Amendment"), is by
and among Equitable of Iowa Companies, an Iowa Corporation (the "Company"),
Boatmen's Trust Company, a corporation organized under the laws of the State
of Missouri ("Boatmen's Trust"), and First Chicago Trust Company of New York,
a corporation organized under the laws of the State of New York ("First
Chicago") and amends the Rights Agreement dated as of April 30, 1992 (the
"Rights Agreement") between the Company and Boatmen's Trust.
WHEREAS, the Company and Boatmen's Trust are currently parties to the
Rights Agreement, pursuant to which Boatmen's Trust serves as Rights Agent;
WHEREAS, the Company intends to appoint First Chicago to succeed
Boatmen's Trust as Rights Agent, and Boatmen's Trust intends to resign as
Rights Agent; and
WHEREAS , First Chicago wishes to accept the appointment as successor
Rights Agent and the parties hereto wish to make certain changes to the
Rights Agreement to facilitate this succession.
NOW, THEREFORE, the Company, Boatmen's Trust and First Chicago agree as
follows:
1. REMOVAL OF BOATMEN'S TRUST AS RIGHTS AGENT. Pursuant to Section 21
of the Rights Agreement, the Company does hereby remove and Boatmen's Trust
hereby acknowledges that it has been notified of its removal as Rights Agent
under the Rights Agreement, such removal to be effective as of 12:01 a.m.,
Iowa time, June 16, 1997.
2. APPOINTMENT OF FIRST CHICAGO AS SUCCESSOR RIGHTS AGENT. The
Company hereby appoints First Chicago as successor Rights Agent under the
Rights Agreement, effective as of 12:01 a.m., Iowa time, June 16, 1997, and
First Chicago hereby accepts such appointment, subject to all the terms and
conditions of the Rights Agreement as amended hereby.
3. AMENDMENTS TO RIGHTS AGREEMENT. The parties hereto agree that the
Rights Agreement shall be amended as provided below, effective as of the date
of this Amendment except as may otherwise be provided below:
(a) From and after the time that the appointment of First Chicago
as successor Rights Agent is effective all references in the Rights Agreement
(including all exhibits thereto) to Boatmen's Trust as Rights Agent shall be
deemed to refer to First Chicago as successor Rights Agent. From and after
the effective date of this Amendment, all references in the Rights Agreement
to the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended by this Amendment.
(b) Section 3(c) of the Rights Agreement shall be amended as of
the effective time of the appointment of First Chicago as successor Rights
Agent by adding a sentence, substantially in the form of the following
sentence, immediately after the last sentence of the legend set forth
therein:
Effective as of 12:01 a.m., Iowa time, June 16, 1997,
First Chicago Trust Company of New York succeeded
Boatmen's Trust as Rights Agent.
The following legend, or a legend substantially similar thereto, may, in the
alternative be affixed.
This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights
Agreement between Equitable of Iowa Companies and First
Chicago Trust Company of New York (as successor Rights
Agent), dated as of April 30, 1992, as amended (the
"Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is
on file at the principal executive offices of Equitable
of Iowa Companies. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be
evidenced by this certificate. Equitable of Iowa
Companies will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt
of a written request therefor. As described in the
Rights Agreement, Rights issued to any Person who becomes
an Acquiring Person (as defined in the Rights Agreement)
shall become null and void.
(c) Section 26 of the Rights Agreement is amended by deleting the
address of the Company and the name and address of Boatmen's Trust and
substituting the following therefore:
(until July 1, 1997)
Equitable of Iowa Companies
000 Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxx Xxxxxx, Xxxx 00000-0000
Attn: General Counsel
(after July 1, 1997)
Equitable of Iowa Companies
000 Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxx Xxxxxx, XX 00000-0000
Attention: General Counsel
First Chicago Trust Company of New York
0 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
4. MISCELLANEOUS
(a) Except as otherwise expressly provided, or unless the context
otherwise requires, all terms used herein have the meanings assigned to them
in the Rights Agreement.
(b) Each party hereto waives any requirement under the Rights
Agreement that any additional notice be provided to it pertaining to the
matters covered by this Amendment.
(c) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which counterparts
shall together constitute but one and the same document.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals, if any, to be hereunto affixed
and attested, all as of the day and year first written above.
ATTEST: EQUITABLE OF IOWA COMPANIES
By: /S/ Xxxx X. Xxxxxxxx By: /S/ Xxxx X. Xxxxxxx
_______________________ ________________________
Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxx
Secretary President and
Chief Executive Officer
ATTEST: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /S/ Xxxx Xxxxxx By: /S/ Xxxxxx X.Xxxxx
_______________________ ________________________
Xxxx Xxxxxx Xxxxxx X. Xxxxx
Vice President Vice President
ATTEST: BOATMEN'S TRUST COMPANY
By: /S/ Xxxxx X.Xxxxxx By: /S/ H. Xxxxxx Xxxxxxxx
_______________________ ________________________
Name: Xxxxx X. Xxxxxx H. Xxxxxx Xxxxxxxx
Title: Assistant Secretary Senior Vice President
