AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1, dated as of June 7, 1998, is between Norwest
Corporation, a Delaware corporation (the "Corporation"), and Citibank, N.A., as
Rights Agent (the "Rights Agent").
Recitals
WHEREAS, the Corporation and the Rights Agent are parties to a Rights
Agreement, dated as of November 22, 1988 (the "Rights Agreement"); and
WHEREAS, Xxxxx Fargo & Company, a Delaware corporation ("Xxxxx Fargo")
and the Corporation propose to enter into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which Xxxxx Fargo will merge with and into the
Corporation (the "Merger"), and a related Stock Option Agreement by and between
the Corporation, as issuer, and Xxxxx Fargo, as grantee (the "Option
Agreement"). The Board of Directors of the Corporation has approved the Merger
Agreement, the Merger and the Option Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Corporation has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection with the
foregoing and the Corporation and the Rights Agent desire to evidence such
amendment in writing;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as follows:
(a) Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
Xxxxx Fargo shall not be deemed to be an Acquiring Person solely by
virtue of (i) the consummation of the Merger, (ii) the execution of the
Merger Agreement and the Option Agreement, or (iii) the consummation of
the other transactions contemplated in the Merger Agreement and the
Option Agreement."
(b) Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of (i) the consummation of the Merger, (ii) the execution of the
Merger Agreement and the Option Agreement or (iii) the consummation of
the other transactions contemplated in the Merger Agreement and the
Option Agreement."
(c) Amendment of Section 1(h). Section 1(h) of the Rights Agreement is
amended and restated to read as follows:
(i) "Final Expiration Date" shall have the meaning set forth in
Section 7 hereof.
(ii) "Merger" shall have the meaning set forth in the Merger
Agreement.
(iii) "Merger Agreement" shall mean that certain Agreement and
Plan of Merger, dated as of June 7, 1998, by and between Xxxxx
Fargo and the Corporation, as amended from time to time.
(iv) "Option Agreement" shall mean that certain Stock Option
Agreement, dated as of June 7, 1998, by and between Xxxxx Fargo,
as grantee, and the Corporation, as issuer, as amended from time
to time.
(v) "Xxxxx Fargo" shall mean Xxxxx Fargo & Company, a Delaware
corporation.
(d) Amendment of Section 13. Section 13 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, (i)
the consummation of the Merger, (ii) the execution of the Merger
Agreement and the Option Agreement and (iii) the consummation of the
other transactions contemplated in the Merger Agreement and the Option
Agreement shall not be deemed to be events of the type described in the
first sentence of this Section 13 and shall not cause the Rights to be
adjusted or exercisable in accordance with, or any other action to be
taken or obligation to arise pursuant to, this Section 13."
(e) Effectiveness. This Amendment shall be deemed effective as of the
date first written above, as if executed on such date. Except as amended hereby,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
(f) Miscellaneous. 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 to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, 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. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment
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shall remain in full force and effect and shall in no way be effected, impaired
or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be fully executed, all as of the date and year first above written.
NORWEST CORPORATION
/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
CITIBANK, N.A., as Rights Agent
/s/ Xxxx Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
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