FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of May 31, 1998, to the
Rights Agreement, dated as of January 26, 1990 (the "Rights Agreement"), by and
between Monsanto Company, a Delaware corporation (the "Company"), and First
Chicago Trust Company of New York (as successor to The First National Bank of
Boston), as Rights Agent (the "Rights Agent").
R E C I T A L S
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A. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
B. Pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof.
C. The Company proposed to enter into an Agreement and Plan of
Merger, dated as of May 31, 1998 (as it may be further amended or supplemented
from time to time, the "Merger Agreement") among American Home Products
Corporation ("Parent"), MA Sub, Inc. ("Sub") and the Company, pursuant to which
Sub will be merged with and into the Company (the "Merger").
D. The Merger Agreement contemplates that the Company will amend
the Rights Agreement to the extent necessary to provide that the approval,
execution and delivery of the Merger Agreement and the consummation of the
transactions contemplated thereby will not
(i) cause Parent, Sub or any of their Affiliates and Associates to become an
Acquiring Person or (ii) cause the occurrence of a Share Acquisition Date or
Distribution Date or otherwise cause such Rights to separate from the underlying
Common Stock or give such holders the right to acquire securities of any party
thereto.
E. The Board of Directors has determined that it is in the best
interest of the Company and its shareholders to amend the Rights Agreement to
exempt the Merger and the Merger Agreement, and all of the transactions
contemplated thereby, from the application of the Rights Agreement.
A G R E E M E N T
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NOW, THEREFORE, the Company hereby amends the Rights Agreement
effective as of the Effective Time of the Merger as follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following proviso at the end thereof:
"; provided, further, that neither American Home Products
Corporation, a Delaware corporation ("Parent"), MA Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent
("Sub"), nor any of their Affiliates or Associates shall be
deemed to be an Acquiring Person by virtue of the approval,
execution or delivery of the Agreement and Plan of Merger
dated as of May 31, 1998, as may be amended from time to time,
among Parent, Sub and the Company (the "Merger Agreement") or
the consummation of the transactions contemplated thereby.
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2. Section 7(a) of the Rights Agreement is hereby modified and
amended to change the reference to "February 5, 2000" to "February 5, 2000, or,
if earlier, immediately prior to the consummation of the merger of Sub with and
into the Company as contemplated by and in accordance with the Merger
Agreement," it being agreed that February 5, 2000 or, if applicable, such
earlier date, shall for all purposes of the Rights Agreement be deemed to be the
"Final Expiration Date."
3. The Rights Agreement is hereby further modified and amended by
adding a new Section 34 to the end thereof to read in its entirety as follows:
"Section 34. Merger Agreement with Parent. Notwithstanding any
other provision of this Rights Agreement, as amended by this
Amendment, neither the approval, execution or delivery of the
Merger Agreement nor the consummation of the transactions
contemplated thereby is or shall be deemed to be an event
described in Section 11(a)(ii) or Section 13 hereof, nor will
such performance or consummation result in the occurrence of a
Share Acquisition Date, a Distribution Date or any other
separation of the Rights from the underlying Common Shares,
nor entitle or permit the holders of the Rights to exercise
the Rights or otherwise affect the rights of the holders of
Rights, including giving the holders of the Rights the right
to acquire securities of any party to the Merger Agreement."
4. This Amendment shall become effective as of the date of the
Merger Agreement. If the Merger Agreement is terminated without the Effective
Time (as defined in the Merger Agreement) having occurred, this Amendment shall
be null and void.
5. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with
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the laws of such State applicable to contracts to be made and performed entirely
within such State.
6. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.
7. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
8. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
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IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
Attest: MONSANTO COMPANY
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By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary Title: Assistant Secretary
Attest: FIRST CHICAGO TRUST COMPANY OF
------ NEW YORK
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxx X. Xxxx Name: Xxxxxx Xxxxxxxxxx
Title: Customer Service Officer Title: Assistant Vice President
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