EXECUTION COPY
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment No. 2 to Rights Agreement (this
"Amendment") is entered into as of November 2, 1999 by and
between Cincinnati Xxxx Inc., an Ohio corporation (the
"Company"), and The Fifth Third Bank, a Delaware corporation
(the "Rights Agent"), amending the Rights Agreement, dated as
of April 29, 1997, as amended, between the Company and the
Rights Agent (the "Rights Agreement").
WHEREAS the Company has duly authorized the
execution and delivery of this Amendment, and all things
necessary to make this Amendment a valid agreement of the
Company have been done; and
WHEREAS this Amendment is entered into pursuant to
Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties
hereby agree as follows:
1. Defined Terms. Terms defined in the Rights
Agreement and used and not otherwise defined herein shall
have the meanings given to them in the Rights Agreement.
2. Amendments to the Rights Agreement. (a) The
second paragraph of the Rights Agreement is amended by (i)
deleting such paragraph in its entirety and (ii) substituting
the following paragraph therefor:
"The Board of Directors of the Corporation has
authorized and effected an adjustment to each preferred share
purchase right (as adjusted as provided herein, a "Right")
that was issued as a dividend on each Common Share (as
hereinafter defined) of the Corporation outstanding at the
Close of Business (as hereinafter defined) on May 2, 1997
(the "Record Date") and on each Common Share of the
Corporation that became outstanding thereafter, so that, from
and after November 2, 1999, each such Right shall represent
the right to purchase one one-thousandth (1/1000) of a Series
A Preferred Share, without par value, of the Corporation
having the rights and preferences set forth in the Form of
Certificate of Amendment to the Amended Articles of
Incorporation of Cincinnati Xxxx Inc. attached hereto as
Exhibit A, upon the terms and subject to the conditions
herein set forth, and has further authorized the issuance of
one Right (as so adjusted) with respect to each Common Share
of the Corporation that shall become outstanding between
2
November 2, 1999 and the earliest of the Distribution Date,
the Expiration Date and the Final Expiration Date (as such
terms are hereinafter defined), except as otherwise shall be
provided herein."
(b) The Rights Agreement is further amended so that
(i) all references to "one one-hundredth of a Preferred
Share" are deleted and (ii) the words "one one-thousandth of
a Preferred Share" are substituted therefor.
3. Effectiveness. This Amendment shall be deemed
effective as of November 2, 1999, 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.
4. Miscellaneous. This Amendment shall be deemed to
be a contract made under the laws of the State of Ohio and
for all purposes shall be governed by and construed in
accordance with the laws of such State. This Amendment may be
executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed an original and
all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as of
the day and year first above written.
Attest: CINCINNATI XXXX INC.,
/s/ Xxxxxxxxxxx X. Xxxxxx by /s/ Xxxxxx X. Xxxxxx
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Xxxxxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Corporate Counsel General Counsel and
Secretary
Attest: THE FIFTH THIRD BANK,
/s/ Xxxxx Xxxxx by /s/ Xxxx X. Xxxxxx
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Xxxxx Xxxxx Xxxx X. Xxxxxx
Account Administrator Vice President and
Trust Officer
