AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT, dated as of June 6, 1999 (this "Amendment"), is
between First Security Corporation, a Delaware corporation (the "Corporation"),
and First Chicago Trust Company of New York, as Rights Agent (the "Rights
Agent").
Recitals
WHEREAS, the Corporation and the Rights Agent are parties to a
Shareholder Rights Agreement, dated as of August 28, 1989, as amended by the
Amendment Agreement, dated as of September 26, 1989, and Amendment No. 2 to
Shareholder Rights Agreement, dated as of May 18, 1993 (as amended, the "Rights
Agreement"); and
WHEREAS, Zions Corporation, a Utah corporation ("Zions") and the
Corporation propose to enter into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which Zions will merge with and into the Corporation
(the "Merger"), and a related Stock Option Agreement by and between the
Corporation, as issuer, and Zions, 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 5.4 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or amend the
Agreement in accordance with the provisions of such section. All acts and things
necessary to make this Amendment a valid agreement, enforceable according to its
terms, have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as follows:
(a) Amendment of Section 1.1(a). Section 1.1(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, Zions
Bancorporation, a Utah corporation ("Zions"), shall not be deemed to be an
Acquiring Person by virtue of (i) the approval, execution or delivery of
the Agreement and Plan of Merger, dated as of June 6, 1999, by and between
Zions and the Corporation, as amended from time to time (the "Merger
Agreement") or the Stock Option Agreement, dated as of June 6, 1999, by
and between Zions, as grantee, and the Corporation, as issuer, as amended
from time to time or as
replaced by a successor Stock Option Agreement (the "Option Agreement"),
(ii) the consummation of the Merger (as defined in the Merger Agreement),
(iii) the consummation of any of the other transactions contemplated in
the Merger Agreement and the Option Agreement, including, without
limitation, the exercise of the option granted by the Option Agreement, or
(iv) the public announcement of any of the foregoing."
(b) Amendment of Section 1.1(q). Section 1.1(q) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a Separation
Time shall not be deemed to have occurred as the result of (i) the
approval, execution or delivery of the Merger Agreement or the Option
Agreement, (ii) the consummation of the Merger, (iii) the consummation of
any of the other transactions contemplated in the Merger Agreement and the
Option Agreement, including, without limitation, the exercise of the
option granted by the Option Agreement, or (iv) the public announcement of
any of the foregoing."
(c) 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.
(d) 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. It is the intent of the parties hereto to enforce the remainder
of the terms, provisions, covenants and restrictions to the maximum extent
permitted by law.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the date and year first above written.
Attest: FIRST SECURITY CORPORATION
By:/s/ Xxxx X. Xxxxx By:/s/ Xxxxxx X. Xxxxx
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: Executive Vice President Title: President
Attest: FIRST CHICAGO TRUST COMPANY
OF NEW YORK AS RIGHTS AGENT
By:/s/ Xxxx X. Xxxxxx By:/s/ Xxxxxx Xxxxxxxxxx
Name: Xxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxxxx
Title: Customer Service Officer Title: Assistant Vice President
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