AMENDED AND RESTATED RIGHTS AGREEMENT
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AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of April 27, 1999 (the
"Agreement"), between Xxxxxx Financial Corporation, a Pennsylvania corporation
(the "Company"), and Xxxxxx Bank, a Pennsylvania banking corporation (the
"Rights Agent").
BACKGROUND:
The Company and the Rights Agent have heretofore entered into a Rights
Agreement dated as of June 20, 1989 (as amended, the "Original Rights
Agreement"). On June 20, 1989 (the "Rights Dividend Declaration Date"), the
Board of Directors of the Company authorized and declared a dividend
distribution of one right (an "Original Right") for each share of common stock,
par value $2.50 per share, of the Company (the "Common Stock") outstanding at
the close of business on July 6, 1989 (the "Record Date"), and has authorized
the issuance of one Original Right for each share of Common Stock of the Company
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issued between the Record Date and the Distribution Date, each Original Right
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initially representing the right to purchase one share of Common Stock of the
Company, upon the terms and subject to the conditions set forth in the Original
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Rights Agreement.
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NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth and intending to be legally bound, the parties hereby agree as
follows:
Section 1A. Amendment and Restatement. Pursuant to Section 26 of the
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Original Rights Agreement, the parties hereto hereby amend and restate the
Original Rights Agreement to read in its entirety in the form hereof. The Board
of Directors of the Company has approved the amendment and restatement such
that, as of April 27, 1999, each Original Right shall be deemed to be a common
share purchase right (a "Right") having the rights assigned to it pursuant to
this Agreement. As used herein the term "adoption of this Agreement" shall
refer to the adoption of this Amended and Restated Rights Agreement, and the
term "the date of this Agreement" or "the date hereof" shall mean April 27,
1999. The Board of Directors has also authorized the issuance of one Right (as
such number may be adjusted hereafter pursuant to the terms of this Agreement)
with respect to each share of Common Stock that shall become outstanding between
the date of this Agreement and the earliest to occur of the Distribution Date,
the Redemption Date or the Final Expiration Date (as such terms are hereinafter
defined). Each Right shall represent the right to purchase one share of Common
Stock (as such number may be adjusted hereafter pursuant to the terms of this
Agreement).
Section 1. Certain Definitions. For purposes of this Agreement, the
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following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of 20% or more of the
unchanged, (2) shall effect a statutory share exchange with the
Company, after which the Company is not a Subsidiary of any
Acquiring Person or any Associate or Affiliate of any Acquiring
Person, (3) shall, in one or more transactions, other than in
connection with the exercise of Rights or the exercise or
conversion of securities exercisable or convertible into capital
stock of the Company or any of its Subsidiaries, transfer any
assets to the Company or any of its Subsidiaries in exchange (in
whole or in part) for shares of any class of capital stock of the
Company or any of its Subsidiaries or for securities exercisable
for or convertible into shares of any class of capital stock of
the Company or any of its Subsidiaries or otherwise obtain from
the Company or any of its Subsidiaries, with or without
consideration, any additional shares of any class of capital
stock of the Company or any of its Subsidiaries or securities
exercisable for or convertible into shares of any class of
capital stock of the Company or any of its Subsidiaries (other
than as part of a pro rata distribution to all holders of Common
Shares), (4) shall sell, purchase, lease, exchange, mortgage,
pledge, transfer or otherwise dispose (in one or more
transactions), to, from, with or of, as the case may be, the
Company or any of its Subsidiaries, assets, including securities,
on terms and conditions less favorable to the Company than the
Company would be able to obtain in arm's-length negotiation with
an affiliated third party, (5) shall receive any compensation
from the Company or any of the Company's Subsidiaries other than
compensation for services as a director or for full-time
employment as a regular employee, in either case at rates in
accordance with the Company's (or its Subsidiaries') past
practices, or (6) shall receive the benefit, directly or
indirectly (except proportionately as a shareholder), of any
loans, advances, guarantees, pledges, or other financial
assistance or any tax credits or other tax advantage provided by
the Company or any of its Subsidiaries, or
(B) any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the
terms of any such plan), alone or together with its Affiliates
and Associates, shall, at any time after the Rights Dividend
Declaration Date, become the Beneficial Owner of 25% or more of
the shares of Common Stock then outstanding, other than pursuant
to any transaction set forth in Section 13(a) hereof,
(C) during such time as there is an Acquiring Person, there shall
be any reclassification of securities (including any reverse
stock split), or recapitalization of the Company, or any merger
or
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