EXHIBIT 4(b)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO.1, dated as of February 7, 2000 ("this Amendment"), to
the Rights Agreement, dated as of April 7, 1997 (the "Rights Agreement"),
between XEROX CORPORATION, a New York corporation (the "Company"), and
BANKBOSTON, N.A. (f/k/a THE FIRST NATIONAL BANK OF BOSTON), a national
banking association, as Rights Agent (the "Rights Agent").
W I T N E S S E T H
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WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties hereby
agree as follows:
1. Section 23 of the Rights Agreement is hereby amended by deleting
subsection (c) thereof in its entirety.
2. The Form of Rights Certificate, attached as Exhibit A to the
Rights Agreement, is hereby amended by deleting the last sentence of the
sixth paragraph thereof.
3. The Summary of Rights to Purchase Preferred Stock, attached as
Exhibit B to the Rights Agreement, is hereby amended by deleting the last
sentence of the paragraph under the heading "Redemption of the Rights"
thereof.
4. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended by this Amendment.
5. This Amendment shall be deemed effective as of the date first
above written. Except as amended hereby, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
6. If any term, provision, covenant or restriction of this Amendment
is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment and of the Rights Agreement,
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
7. This Amendment shall be deemed to be a contract made under the
laws of the State of New York 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.
8. This Amendment may be executed in any number of counterparts and
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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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.
XEROX CORPORATION
By:
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Name: Xxxxxx X. Filter
Title: Vice President, Treasurer
and Secretary
Attest:
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Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary
BANKBOSTON, N.A. (f/k/a THE FIRST
NATIONAL BANK OF BOSTON)
By:
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Name:
Title:
Attest:
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Name:
Title:
