Capital Corp of the West and Computershare Trust Company, N.A. as Rights Agent Amendment to the Shareholder Rights Agreement Dated as of September 26, 2007
and
Computershare
Trust Company, N.A.
as
Rights Agent
Amendment
to the Shareholder Rights Agreement
Dated
as of September 26, 2007
AMENDMENT
TO THE SHAREHOLDER RIGHTS AGREEMENT
This
Amendment to the Shareholder Rights Agreement dated as September 26, 2007
between Capital Corp of the West, a California corporation (the “Company”) and
Computershare Trust Company, N.A. (the “Rights Agent”).
W
I T N E S S E T H:
WHEREAS,
the Company and ▇▇▇▇▇▇ Trust Company of California (the “Original Rights Agent”)
entered into a Rights Agreement dated as of September 26, 1997 (the “Rights
Agreement”) in connection with which the Company authorized and declared a
dividend distribution of one preferred share purchase right for each share
of
common stock, no par value, of the Company outstanding on October 6, 1997 (the
“Record Date”), and contemplates the issuance of one right to purchase one
one-hundredth of a Preferred Share (defined as a share of Series A Junior
Participating Preferred Stock) for each share of Common Stock issued between
the
Record Date and the earlier of the Expiration Date, the time at which the Rights
are redeemed as provided in Section 23 of the Rights Agreement, or at the time
which such Rights are exchanged as provided in Section 24 of the Rights
Agreement (as such terms are defined in the Rights Agreement), each right
representing the right to purchase one one-hundredth of a Preferred Share upon
the terms and subject to the conditions set forth in the Rights Agreement;
and
WHEREAS,
Section 27 of the Rights Agreement provided that the Company may amend the
Rights Agreement without approval of any holders of Rights Certificates, in
order to change or supplement the provisions thereunder as the Company deems
necessary and desirable; and
WHEREAS,
the Company has appointed Computershare Trust Company, N.A. in place of the
Original Rights Agent as Rights Agent under the Rights Agreement;
and
WHEREAS,
the Board of Directors has determined that it is in the best interests of the
Company and its shareholders to extend the term of the Rights Agreement for
five
years;
NOW,
THEREFORE, Section 7(a) of the Rights Agreement is hereby amended and restated
to read, from and after the date hereof, in its entirety as set forth
below:
Section
7. Exercise of Rights; Purchase Price; Expiration of
Rights
(a)
The registered holder of any Right
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the Distribution Date
upon surrender of the Right Certificate, with the form of election to purchase
on the reverse side thereof duly executed, to the Rights Agent at the principal
office of the Rights Agent, together with payment of the Purchase Price for
each
one one-hundredth of a Preferred Share as to which the Rights are exercised,
at
or prior to the earliest of (i) the close of business on September 26, 2012
(the
“Final Expiration Date”), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at
which such Rights are exchanged as provided in Section 24
hereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
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By: /s/
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
President
and Chief Executive officer
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COMPUTERSHARE
TRUST COMPANY, N.A., as Rights Agent
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By: /s/
▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇
Vice
President
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