EXHIBIT 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement ("Amendment No. 1") is made by
and between Investors Financial Services Corp., a Delaware corporation (the
"Company"), and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent") as of the 17th day of June, 1998. Reference is made to the
Rights Agreement dated as of September 25, 1995 (the "Agreement") between the
parties. Capitalized terms not defined herein shall have the respective meaning
ascribed to them in the Agreement.
In accordance with Section 27 of the Agreement, the Company hereby
amends the Agreement as follows:
1. Effective immediately, the Rights Agreement is hereby amended to (i)
delete all references to "Continuing Director" or "Continuing Directors" and
insert in place thereof "Director" or "Directors", as appropriate; (ii) delete
Section 1(o) in its entirety and replace Section 1(o) with the following: "(o)
"Director" shall mean any member of the Board, and "Directors" shall mean the
members of the Board."; (iii) change the notice address for the Company set
forth in Section 26 to Investors Financial Services Corp., X.X. Xxx 0000,
Xxxxxx, XX 00000-0000; and (iv) delete from Section 29 in each place that it
appears the phrase "(with, where specifically provided for herein, the
concurrence of the Continuing Directors)".
2. Effective immediately, the Form of Rights Certificate attached to
the Agreement as Exhibit B is hereby amended (i) to add, immediately following
the words "the Rights Agreement, dated as of September 25, 1995" in the first
paragraph, the words ", as amended"; and (ii) to delete in its entirety the
second sentence of the seventh paragraph "Under certain circumstances set forth
in the Rights Agreement, the decision to redeem shall require the concurrence of
a majority of the Continuing Directors.".
3. Except as specifically amended and set forth herein, the Agreement
shall remain unchanged and in full force and effect in accordance with its
terms.
4. By execution of this Amendment No. 1, the Company hereby certifies
to the Rights Agent that the amendments to the Agreement reflected herein comply
with Section 27 of the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed and delivered as of the date first written above.
INVESTORS FINANCIAL SERVICES CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
President, Chief Executive Officer and Chairman
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: Assistant Vice President
