Exhibit 4(b)
AMENDMENT NO. 2
TO
AMENDED AND RESTATED RIGHTS AGREEMENT DATED MAY 12, 1992
AS AMENDED BY AMENDMENT NO. 1 DATED JUNE 8, 1992
This Amendment No. 2 executed between Xxxxx River
Corporation of Virginia (the "Company") and Wachovia Bank of
North Carolina, N. A. ("Wachovia") dated January 31, 1996 amends
the Amended and Restated Rights Agreement between the Company and
NationsBank of Virginia, N. A. dated May 12, 1992 (the "Original
Agreement") as amended by Amendment No. 1 dated June 8, 1992,
between the Company and NationsBank of Virginia, N.A. ("Amendment
No. 1"). Together, the Original Agreement and Amendment No. 1
are herein considered the Amended Agreement.
RECITALS
A. Section 21 of the Original Agreement permits the
Company to remove a Rights Agent (as defined in the Amended
Agreement) and appoint a successor Rights Agent.
B. Pursuant to the terms of Amendment No. 1, Wachovia
serves as the Rights Agent.
C. The Company has appointed Norwest Bank of Minnesota, N.
A. ("Norwest") as its transfer agent and registrar, dividend
disbursing agent, dividend reinvestment agent, and Rights Agent
pursuant to a resolution adopted by the Board of Directors of the
Company on December 14, 1995.
D. Pursuant to Section 21 of the Original Agreement, the
Company has provided notification to Wachovia on December 20,
1995 that it has appointed Norwest as Rights Agent effective
January 31, 1996.
NOW, THEREFORE, the Company and Wachovia agree as follows:
Effective January 31, 1996, the term "Rights Agent"
shall be amended to mean Norwest and its successors and
assigns or any successor entity appointed by the
Company.
The fifth sentence of Section 21 is deleted and is
replaced with the following:
Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be a corporation
organized and doing business under the laws of the
United States or of any state of the United States so
long as such corporation is in good standing, and is
authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by
federal or state authority and which has at the time of
its appointment as Rights Agent a combined capital and
surplus of at least $50 million.
E-2
Section 26 is amended by deleting the address for the Rights
Agent provided for and inserting instead:
Norwest Bank of Minnesota, N.A.
000 Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xx. Xxxx XX 00000
This amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
This amendment may be executed in counterparts and each such
counterpart shall be deemed to be an original.
The Amended Agreement as amended by this Amendment No. 2
shall be read together to constitute one agreement.
XXXXX RIVER CORPORATION WACHOVIA BANK OF
OF VIRGINIA NORTH CAROLINA, N. A.
By: /s/ Xxxxxxxx X. Xxxxxxxx, XX By: /s/ Xxxxxx X. Xxxxxxx
Title: Senior Vice President Title: Vice President
