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Exhibit 99.4
AMENDMENT
TO
RIGHTS AGREEMENT
Amendment, dated as of July 20, 1998 (the "Amendment"), to the Rights
Agreement (the "Rights Agreement"), dated as of January 22, 1997, between SIS
Bancorp, Inc., a Massachusetts corporation (the "Company"), and ChaseMellon
Shareholder Services L.L.C., as Rights Agent (the "Rights Agent").
WITNESSETH:
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company may
prior to any Distribution Date (as defined in the Rights Agreement) supplement
or amend the Rights Agreement without the approval of any holders of
certificates representing the common stock of the Company; and
WHEREAS, the Company now desires to amend the Rights Agreement in the
manner set forth in this Amendment, and pursuant to Section 26 of the Rights
Agreement, the Company hereby directs that the Rights Agreement should be
amended as set forth in this Amendment;
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
1. AMENDMENTS TO SECTION 1.
(a) Section 1 of the Rights Agreement is hereby amended by inserting
the following definitions in the appropriate alphabetical order:
"Merger" shall have the meaning set forth in the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger, dated
as of July 20, 1998, among the Company, PHFG and Peoples Heritage Merger
Corp., as may be amended from time to time.
"PHFG" shall mean Peoples Heritage Financial Group, Inc.
"Option Agreement" shall mean the Option Agreement, dated as of July
20, 1998, between the Company and PHFG, as may be amended from time to
time.
(b) The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended by inserting the following sentence at the end
thereof:
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"Notwithstanding the foregoing or any other provision of this
Agreement to the contrary, none of PHFG, any Subsidiary of PHFG or any
other Person shall be deemed to be an Acquiring Person by virtue of
the Merger Agreement and the Option Agreement as a result of any of
(i) the execution and delivery of the Merger Agreement and the Option
Agreement, (ii) the consummation of the Merger and (iii) the
consummation of the other transactions contemplated in the Merger
Agreement and the Option Agreement.
2. AMENDMENT TO SECTION 3(a). Section 3(a) of the Rights Agreement is
hereby amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as a result of
any of (i) the execution and delivery of the Merger Agreement and the
Option Agreement, (ii) the consummation of the Merger and (iii) the
consummation of the other transactions contemplated in the Merger
Agreement and the Option Agreement.
3. AMENDMENT TO SECTION 7(a). Section 7(a) of the Rights Agreement is
hereby amended and restated in its entirety as follows:
"(a) Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby (except
as otherwise provided herein including, without limitation, the
restrictions on exercisability set forth in Section 9(c), Section
11(a)(iii) and Section 23(a) hereof) in whole or in part at any time
after the Distribution Date upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate on the
reverse side thereof duly executed, to the Rights Agent at the
principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with
respect to the total number of one one-hundredths of a share (or other
securities, cash or other assets, as the case may be) as to which such
surrendered Rights are then exercisable, at or prior to the earliest
of (i) the Final Expiration Date, (ii) the time at which the Rights
are redeemed as provided in Section 23 hereof or exchanged as provided
in Section 29 hereof, (iii) the time at which the Rights expire
pursuant to Section 13(d) hereof or (iv) the Effective Time of the
Merger (as such terms are defined in the Merger Agreement) (the
earliest of (i), (ii), (iii) or (iv) being herein referred to as the
"EXPIRATION DATE")."
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4. AMENDMENT TO SECTION 13. Section 13 of the Rights Agreement is hereby
amended by adding the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, (i) the
execution and delivery of the Merger Agreement and the Option
Agreement, (ii) the consummation of the Merger and (iii) the
consummation of the other transactions contemplated in the Merger
Agreement and the Option Agreement shall not be deemed to be a Section
13 Event 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."
5. This Amendment shall be deemed effective as of the date first above
written, as if executed on such date. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect and shall be otherwise
unaffected.
6. GOVERNING LAW. This Amendment shall be deemed to be a contract made
under the laws of the Commonwealth of Massachusetts and for all purposes shall
be governed by and construed in accordance with the laws of such Commonwealth
applicable to contracts to be made and performed entirely within such
Commonwealth.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original, and
all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as a sealed instrument as of the day and year first above written.
Attest: SIS BANCORP, INC.
/s/ Xxxxxxx X. Xxxxxx By: /s/ F. Xxxxxxx Xxxxxxxx, Jr.
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Name: Xxxxxxx X. Xxxxxx Name: F. Xxxxxxx Xxxxxxxx, Jr.
Title: Clerk Title: President and Chief
Executive Officer
Attest: XXXXX XXXXXX SHAREHOLDER
SERVICES, L.L.C.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxx
Title: Assistant Vice President Title: Vice President
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