EXHIBIT 1
AMENDMENT No. 1 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT No. 1 (the "Amendment"), dated as of
December 28, 1996, is between PROVIDIAN CORPORATION, a Delaware
corporation (formerly known as Capital Holding Corporation) (the
"Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights
Agent (the "Rights Agent").
Recitals
A. The Company and the Rights Agent are parties to an
Amended and Restated Rights Agreement dated as of November 4, 1992
(the "Rights Agreement").
B. Aegon N.V., a company formed under the laws of the
Netherlands ("Merger Partner"), LT Merger Corp., a Delaware
corporation and a wholly owned subsidiary of Merger Partner
("Merger Sub"), and the Company proposed to enter into a Plan and
Agreement of Merger and Reorganization dated as of December 28,
1996 (the "Merger Agreement") pursuant to which Merger Sub will be
merged with and into the Company, with the Company as the sur-
viving corporation (the "Merger").
C. Pursuant to Section 27 of the Rights Agreement, the
Board of Directors of the Company has determined that an amendment
to the Rights Agreement as set forth herein is necessary and
desirable to reflect the foregoing and certain other matters, and
the Company and the Rights Agent desire to evidence such amendment
in writing.
Accordingly, the parties agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the
Rights Agreement is amended by inserting the following at the end
of Section 1(a):
"In addition, notwithstanding anything in this Rights
Agreement to the contrary (i) neither AEGON N.V., a company
formed under the laws of The Netherlands ("Merger Partner"),
LT Merger Corp., a Delaware corporation and wholly owned
subsidiary of Merger Partner ("Merger Sub"), nor any Af-
filiate or Associate of Merger Partner or Merger Sub, shall
be deemed to be an Acquiring Person by virtue of the Plan and
Agreement of Merger and Reorganization, to be entered into as
of December 28, 1996, between the Company, Merger Partner and
Merger Sub, as it may be amended or supplemented from time to
time in accordance with its terms (the "Merger Agreement"),
or by virtue of any of the transactions contemplated by the
Merger Agreement."
2. Amendment of Section 3(a). Section 3(a) of the
Rights Agreement is amended by adding the following sentence at
the end thereof:
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"Notwithstanding the foregoing or anything in this
Rights Agreement to the contrary, a Distribution Date shall
not be deemed to have occurred by virtue of the Merger
Agreement or by virtue of any of the transactions
contemplated by the Merger Agreement."
3. Amendment of Section 7(a). Section 7(a) of the
Rights Agreement is amended by deleting the word "or" before the
numeral "(iii)" therein and by adding to the end thereof the
following:
"or (iv) immediately prior to the effective time of the
merger of Merger Sub into the Company (the "Merger")
contemplated by and in accordance with the terms of the
Merger Agreement."
4. Amendment of Section 13. Section 13 of the Rights
Agreement is hereby amended by inserting the following sentence at
the end of such Section:
"Notwithstanding the foregoing, this Section 13 shall
not apply to the Merger or as a result of the execution and
delivery of the Merger Agreement or the transactions
contemplated thereby."
5. Effectiveness. This Amendment shall be deemed
effective as of December 28, 1996 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.
6. 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 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 shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
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EXECUTED as of the date first set forth above.
PROVIDIAN CORPORATION,
Attest: a Delaware corporation
/s/ R. Xxxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxx XX
Name: R. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx XX
Title: Assistant Secretary Title: Chairman of the Board and
Chief Executive Officer
FIRST CHICAGO TRUST COMPANY OF
Attest: NEW YORK, as Rights Agent
/s/ Xxxxx X. Xxxxxxx /s/ Xxxx X. Xxxx
Name: Xxxxx X. Xxxxxxx Name: Xxxx X. Xxxx
Title: Assistant Vice President Title: Assistant Vice President
