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Exhibit 4.1
AMENDMENT NO. 1
dated as of June 2, 1997
to
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
dated as of October 15, 1996
between
MELLON BANK CORPORATION
and
MELLON BANK, N.A.,
as Rights Agent
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AMENDMENT NO. 1, dated as of June 2, 1997 (this "Amendment") to SHAREHOLDER
PROTECTION RIGHTS AGREEMENT, dated as of October 15, 1996 (the "Original
Agreement"; the Original Agreement as amended hereby and as further amended from
time to time, this "Agreement"), between Mellon Bank Corporation, a Pennsylvania
corporation (the "Company"), and Mellon Bank, N.A., a national banking
association, as Rights Agent (the "Rights Agent", which term shall include any
successor Rights Agent hereunder).
WITNESSETH:
WHEREAS, the Corporation has approved a two-for-one split of its common
stock, par value $.50 per share ("Common Stock"), such split to be effected in
the form of a stock dividend (the "Stock Dividend") of one additional share of
Common Stock paid on June 2, 1997 on each issued share of Common Stock to the
holders of record at the close of business on May 1, 1997;
WHEREAS, pursuant to Section 2.4(a) of the Original Agreement, the Exercise
Price (as defined in the Original Agreement) in effect after payment of the
Stock Dividend is equal to the Exercise Price in effect immediately prior to
such adjustment dividend by the Expansion Factor (as defined in the Original
Agreement);
NOW, THEREFORE, in consideration of the premises and the respective
agreements set forth herein and intending to be legally bound hereby, the
parties hereby agree as follows:
SECTION 1. Effective as of the payment date of the Stock Dividend, the
definition of "Exercise Price" in the Original Agreement is amended so as to
read in its entirety as follows:
"Exercise Price" shall mean, as of any date, the price at which a
holder may purchase the securities issuable upon exercise of one whole
Right. Until further adjustment thereof in accordance with the terms
hereof, the Exercise Price shall equal $112.50.
SECTION 2. Except as amended by this Amendment, the Original Agreement
shall remain in full force and effect.
SECTION 3. This Amendment shall be deemed to be a contract made under the
laws of the Commonwealth of Pennsylvania 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
MELLON BANK CORPORATION
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman, President and Chief
Executive Officer
MELLON BANK, N.A.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President
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