AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of June 21, 1999 (this "Amendment"), to the Rights
Agreement, dated as of September 19, 1995 (the "Rights Agreement"), by and
between UST Corp., a Massachusetts corporation (the "Company") and United
States Trust Company, a Massachusetts chartered banking and trust company (the
"Rights Agent").
WHEREAS, in accordance with the terms of the Rights Agreement, the Company
deems it desirable to make certain amendments to the Rights Agreement; and
WHEREAS, Section 28 of the Rights Agreement provides that prior to the
Distribution Date (as defined in the Rights Agreement), the Company and the
Rights Agent shall, if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any holders of
certificates representing shares of the Company's common stock, par value
$0.625 per share (the "Common Shares"); and
WHEREAS, the Company intends to enter into an Agreement and Plan of Merger
(the "Merger Agreement") with Citizens Financial Group, Inc., a Delaware
corporation (the "Buyer"), pursuant to which, among other things, the Company
will be merged with a newly-formed subsidiary of the Buyer and, by virtue of
such merger, will become a wholly-owned subsidiary of the Buyer; and
WHEREAS, prior to entering into the Merger Agreement, the Company desires
to amend certain provisions of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
1. Amendments of Section 1.
(a) The definition of "Acquiring Person" set forth in Section 1 of the
Rights Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Citizens Financial Group, Inc. ("CFG") nor any of its
existing or future Affiliates or Associates shall be deemed to be an
Acquiring Person as a result of (i) the negotiation, execution or
delivery of the Agreement and Plan of Merger, dated as of June 21,
1999, by and among the Company and CFG (as the same may be amended
from time to time, the "Merger Agreement"), pursuant to which a
newly-formed subsidiary of CFG will be merged with and into the
Company (the "Merger"), and the Company shall become a wholly-owned
subsidiary of CFG; (ii) the negotiation, execution or delivery of the
Stock Option Agreement, dated as of June 21, 1999, by and among the
Company and CFG (as the same may be amended from time to time, the
"Stock Option Agreement"); (iii) the negotiation, execution or
delivery of the Stockholders Agreements, each dated as of June 21,
1999, by and between CFG and certain officers and directors of the
Company as contemplated by the Merger Agreement (as the same may
amended from time to time, collectively, the "Stockholders
Agreements"); (iv) the acquisition of Common Shares pursuant to the
Merger Agreement or the consummation of the Merger; (v) the
acquisition of Common Shares pursuant to the Stock Option Agreement;
or (vi) the consummation of the other transactions contemplated by
the Merger Agreement."
(b) The definition of "Triggering Event" set forth in Section 1 of the
Rights Agreement is amended to add the following proviso at the end thereof:
"; provided, however, that no Triggering Event shall occur as a
result of (i) the negotiation, execution or delivery of the Merger
Agreement, the Stock Option Agreement or the Stockholders Agreements,
(ii) the acquisition of Common Shares pursuant to the Merger
Agreement, the Stock Option Agreement or the consummation of the
Merger, or (iii) the consummation of the other transactions
contemplated by the Merger Agreement."
2. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as a result of
(i) the negotiation, execution or delivery of the Merger Agreement,
the Stock Option Agreement or the Stockholders Agreements, (ii) the
acquisition of Common Shares pursuant to the Merger Agreement, the
Stock Option Agreement or the consummation of the Merger, or (iii)
the consummation of the other transactions contemplated by the Merger
Agreement."
3. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither (i) the negotiation, execution or delivery of the Merger
Agreement, the Stock Option Agreement or the Stockholders Agreements;
(ii) the acquisition of Common Shares pursuant to the Merger
Agreement, the Stock Option Agreement or the consummation of the
Merger; nor (iii) the consummation of the other transactions
contemplated in the Merger Agreement, shall be deemed to be events
that cause the Rights to become exercisable pursuant to the
provisions of this Section 7 or otherwise."
4. Amendment of Section 11. Section 11 of the Rights Agreement is amended
to add the following sentence after the first sentence of said Section:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither (i) the negotiation, execution or delivery of the Merger
Agreement, the Stock Option Agreement or the Stockholders Agreements;
(ii) the acquisition of Common Shares pursuant to the Merger
Agreement, the Stock Option Agreement or the consummation of the
Merger; nor (iii) the consummation of the other transactions
contemplated in the Merger Agreement, shall be deemed to be a Section
11(a)(ii) Event or to cause the Rights to be adjusted or to become
exercisable in accordance with this Section 11."
5. Amendment of Section 13. Section 13 of the Rights Agreement is amended
to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither (i) the negotiation, execution or delivery of the Merger
Agreement, the Stock Option Agreement or the Stockholders Agreements;
(ii) the acquisition of Common Shares pursuant to the Merger
Agreement, the Stock Option Agreement or the consummation of the
Merger; nor (iii) the consummation of the other transactions
contemplated in the Merger Agreement, shall be deemed to be a Section
13 Event or to cause the Rights to be adjusted or to become
exercisable in accordance with Section 13."
6. Effectiveness. This Amendment shall be deemed effective as of the date
first written above, as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
7. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of The Commonwealth of Massachusetts and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
provisions, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be effected, impaired or invalidated.
EXECUTED under seal as of the date set forth above.
Attest: UST CORP.
/s/ Xxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxxx
Title: Secretary Title: President and Chief Executive Officer
Attest: UNITED STATES TRUST
COMPANY
as Rights Agent:
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxxxx
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Name:Xxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Title: Chairman and President
