EXHIBIT I
FIRST AMENDMENT TO THE RIGHTS PLAN
AMENDMENT, dated as of April 22, 1999, to the Rights
Agreement, dated as of July 28, 1998 (the "Rights Agreement"), between
Connecticut Energy Corporation (the "Company") and BankBoston, N.A., as Rights
Agent (the "Rights Agent").
WHEREAS, the parties hereto are parties to the Rights
Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Board of Directors deems it necessary and desirable and in the best interests of
the Company and its shareholders to amend the Rights Agreement as set forth
below; and
WHEREAS, the parties hereto desire to amend the Rights
Agreement, as provided herein.
NOW, THEREFORE, in consideration of the premises and the
mutual promises set forth herein and in the Rights Agreement, the parties hereto
agree as follows:
1. The definition of "Acquiring Person" as set forth in
Section 1(a) of the Rights Agreement is hereby amended by adding the following
provision at the end of the first sentence thereof:
;provided, however, that neither Energy East Corporation
("Parent") nor Merger Co. ("Merger Sub") shall be deemed an
"Acquiring Person" as a result of the execution, delivery and
performance of the Agreement and Plan of Merger (the "Merger
Agreement") dated as of April 23, 1999, among Connecticut
Energy Corporation, Parent and Merger Sub or the consummation
of the transactions contemplated by the Merger Agreement (the
"Merger").
2. Section 7(a) of the Rights Agreement is hereby amended
by adding "or (iv) immediately prior to the effective time of the
Merger contemplated by and in accordance with the Merger Agreement (the
"Effective Time")".
3. Clause (a)(x) of Section 13 of the Rights Agreement is
hereby amended to read in its entirety as follows:
"(a)(x) other than pursuant to the Merger Agreement, the
Company shall consolidate with, or merge with and into, any
other Person and the Company shall not be the continuing or
surviving corporation of such consolidation or merger,"
4. Section 23(a) of the Rights Agreement is hereby amended:
(a) by replacing the word "earlier" with "earliest" in
the third line,
(b) by replacing the word "or" immediately preceding
"(y)" in the seventh line with a comma and
(c) by adding immediately before the word "redeem" in the
seventh line "or (z) the Effective Time,".
5. Section 23 is hereby amended by adding subsection (d)
at the end thereof as follows:
"(d) Notwithstanding anything in this Agreement to the
contrary, if any Right is not (i) exercised by the registered
holder of the Right Certificate evidencing such Right pursuant
to Section 7 or (ii) redeemed by the Board of Directors of the
Company pursuant to Section 23, in each case prior to the
Expiration Date, this Agreement shall immediately expire and
be terminated and all such Rights shall be canceled and shall
cease to exist."
6. This Amendment shall be governed by and construed in
accordance with the laws of the State of Connecticut applicable to contracts to
be made and performed entirely within such State.
7. Except as expressly amended hereby, the Rights
Agreement shall continue in full force and effect in accordance with the
provisions thereof.
8. This Amendment may be executed in any number of
counterparts and 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.
IN WITNESS WHEREOF, Connecticut Energy Corporation and the
Rights Agent have executed this Amendment as of the date first above written.
CONNECTICUT ENERGY CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and General Counsel
Attest:
By: /s/ Xxxx X. XxXxxxx
--------------------
Name: Xxxx X. XxXxxxx
Title: Counsel
BANKBOSTON, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Account Manager
Attest:
By: /s/ Xxxxxxx Xxxxxxx
-------------------
Name: Xxxxxxx Xxxxxxx
Title: Account Manager
