Exhibit 2
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of August 12, 2002 (this "Amendment"), between Xxxxx
Fargo & Company, a Delaware corporation formerly known as Norwest Corporation
(the "Company"), and Mellon Investor Services LLC (formerly known as ChaseMellon
Shareholder Services, L.L.C.), as Rights Agent (the "Rights Agent").
WHEREAS the Company desires to amend clause (i) of section 7(a) of the
Agreement, dated as of October 21, 1998, between the Company and the Rights
Agent (the "Rights Agreement").
WHEREAS as of the date hereof there is not an Acquiring Person (as defined
in the Rights Agreement).
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained in the Rights Agreement and in this Amendment, the parties agree as
follows:
1. Clause (i) of section 7(a) of the Rights Agreement is amended in its
entirety to read as follows:
(i) the Close of Business on August 12, 2002 (the "FINAL EXPIRATION
DATE"),
2. This Amendment shall constitute an amendment to the Rights Agreement
as provided in Section 27 thereof. Except as specifically amended
herein, the Rights Agreement remains in full force and effect.
3. 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 the laws of such state applicable to
contracts made and to be performed entirely with such state.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute
but one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written. XXXXX FARGO & COMPANY
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
Chairman, President and
Chief Executive Officer
MELLON INVESTOR SERVICES LLC
By /s/ Xxxxxx Lug
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Xxxxxx Lug
Its Vice President
