Exhibit 4
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement (the "Amendment"), dated as of
December 3, 2001, by and between Union Planters Corporation (the "Company") and
American Stock Transfer & Trust Company ("AST") amends that certain Rights
Agreement (the "Rights Agreement") dated as of January 22, 1999, by and between
the Company and Union Planters Bank, National Association (formerly, Union
Planters National Bank) ("Union Planters Bank"). Union Planters Bank executes
this Amendment to evidence its consent hereto and to the substitution of AST as
Rights Agent under the Rights Agreement. Unless otherwise defined herein,
capitalized terms used in the Amendment shall have the meanings ascribed to them
in the Rights Agreement.
WHEREAS, effective as of December 3, 2001, Union Planters Bank no
longer desires to serve as Rights Agent under the Rights Agreement;
WHEREAS, AST has agreed to serve as successor Rights Agent pursuant to
the terms and conditions of the Rights Agreement as amended by this Amendment;
WHEREAS, pursuant to Section 26 of the Rights Agreement, prior to the
Distribution Date, the Company may amend any provision of the Rights Agreement,
provided the consent of the Rights Agent is required for any amendment changing
the rights or duties of the Rights Agent; and
WHEREAS, the Company has determined to amend the Rights Agreement to
substitute AST for Union Planters Bank as Rights Agent, and Union Planters Bank
has consented to the amendment;
NOW, THEREFORE, in consideration of the promises and mutual agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereby agree as follows:
Section 1. APPOINTMENT OF SUCCESSOR RIGHTS AGENT. The Company hereby
appoints AST to succeed to Union Planters Bank as Rights Agent for the Company,
effective as of December 3, 2001. From and after December 3, 2001, all
references to "Rights Agent" in the Rights Agreement shall be deemed to refer to
AST. AST hereby accepts such appointment, and acknowledges that from and after
December 3, 2001, it shall be fully responsible for all duties and obligations
of the Rights Agent under the Rights Agreement.
Section 2. AMENDMENTS TO RIGHTS AGREEMENT. The Rights Agreement is
hereby amended as follows, effective as of December 3, 2001:
[A] The title of the Rights Agreement is hereby amended and restated in
its entirety as follows:
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"Rights Agreement dated as of January 19, 1999, as amended December 3,
2001, between UNION PLANTERS CORPORATION, a Tennessee corporation (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York
corporation as Rights Agent (the "Rights Agent")"
[B] Section 3(d) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(d) Certificates issued for Common Shares after the Record Date
(including, without limitation, upon transfer or exchange of
outstanding Common Shares), but prior to the earliest of the
Distribution Date, the Redemption Date or the Expiration Date, shall
have printed on, written on or otherwise affixed to or attached to them
the following legend:
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement dated as of
January 19, 1999, as amended December 3, 2001, and as it may be
further amended from time to time (the "Rights Agreement"),
between Union Planters Corporation (the "Company") and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent"), the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
executive offices of the Company. Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be evidenced
by separate certificates and will no longer be evidenced by this
certificate. The Rights Agent will mail to the holder of this
certificate a copy of the Rights Agreement without charge after
receipt of a written request therefor. Rights beneficially owned
by Acquiring Persons or their Affiliates or Associates (as such
terms are defined in the Rights Agreement) and by any subsequent
holder of such Rights are null and void and nontransferable.
Notwithstanding this paragraph (d), the omission of a legend shall not
affect the enforceability of any part of this Rights Agreement or the
rights of any holder of Rights."
[C] Section 25 of the Rights Agreement is hereby amended by deleting
the address provided for the Rights Agent and inserting the following in lieu
thereof:
American Stock Transfer & Trust Company
00 XXXXXX XXXX XXXXX XXXXX XXX XXXX, XX 00000
[D] The first paragraph under the heading "UNION PLANTERS CORPORATION"
on Exhibit B to the Rights Agreement is hereby amended by striking the following
language in the first sentence of said paragraph:
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"Rights Agreement dated as of January 19, 1999 (the "Rights
Agreement"), between Union Planters Corporation, a Tennessee
corporation (the "Company"), and Union Planters National Bank,
as Rights Agent (the "Rights Agent")"
and inserting the following language in its place:
"Rights Agreement dated as of January 19, 1999, as amended
December 3, 2001 (the "Rights Agreement"), between Union
Planters Corporation, a Tennessee corporation (the "Company"),
and American Stock Transfer & Trust Company, as Rights Agent
(the "Rights Agent"),"
In addition, the countersignature block for the Rights Agent at the foot of the
front side of the Rights Certificate (on page B-3 of Exhibit B to the Rights
Agreement) is amended to substitute "American Stock Transfer & Trust Company"
for "Union Planters National Bank".
Section 3. RATIFICATION; EFFECT OF AMENDMENT. This Amendment shall be
construed in accordance with and as a part of the Rights Agreement, and all
terms, conditions, representations, warranties, covenants and agreements set
forth in the Rights Agreement and each other instrument or agreement referred to
therein, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.
Section 4. SEVERABILITY. 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.
Section 5. GOVERNING LAW. This Amendment shall be deemed to be a
contract made under the law of the Commonwealth of Kentucky and for all purposes
shall be governed by and construed in accordance with the law of such State
applicable to contracts to be made and performed entirely within such State.
Section 6. COUNTERPARTS; EFFECTIVENESS. 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.
Section 7. DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of December 3, 2001.
UNION PLANTERS CORPORATION
By: /S/ X. XXXXX HOUSE, JR.
X. Xxxxx House, Jr.
Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /S/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Consented to as of December 3, 2001:
UNION PLANTERS BANK, NATIONAL ASSOCIATION
(formerly, UNION PLANTERS NATIONAL BANK)
By: /S/ X. XXXXX HOUSE, JR.
X. Xxxxx House, Jr.,
Secretary and Cashier
