FOURTH AMENDMENT TO RIGHTS AGREEMENT
____________________________________
This Fourth Amendment, dated as of September 18, 1997 (the "Amendment"),
is by and between Equitable of Iowa Companies, an Iowa corporation (the
"Company") and First Chicago Trust Company of New York, a corporation
organized under the laws of the State of New York ("First Chicago") and
amends the Rights Agreement dated as of April 30, 1992, as previously amended
(the "Rights Agreement") between the Company and First Chicago.
WHEREAS, the Company and First Chicago currently are parties to the
Rights Agreement; and
WHEREAS, the Company and First Chicago desire to amend the Rights
Agreement to provide that a merger by the Company with and into PFHI
Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary
of ING Groep N.V., a Netherlands corporation, will not entitle any person to
acquire securities of any person at a discount and the Rights Agreement will
terminate prior to the effective time of the merger.
NOW, THEREFORE, the Company and First Chicago agree as follows:
1. AMENDMENTS TO RIGHTS AGREEMENT. The parties hereto agree that the
Rights Agreement shall be amended as provided below, effective as of the date
of this Amendment:
(a) Section 7(a) of the Rights Agreement shall be amended to delete the
"or" before (iii) and to add an "or" at the end of (iii), along with the
following subsection (iv):
(iv) the termination of the Rights pursuant to Section 34 hereof.
(b) The first clause of Section 11(a)(ii) of the Rights Agreement shall
be amended to read as follows:
Subject to Sections 24 and 34 of this Agreement, . . . .
(c) Section 13 of the Rights Agreement shall be amended to insert the
following clause at the beginning of the Section:
Subject to Section 34 of this Agreement, . . . .
(d) A new Section 34 shall be added to the Rights Agreement, which
shall read as follows:
34. ING GROEP N.V. MERGER. For such time as the Agreement and
Plan of Merger dated as of July 7, 1997 (the "Merger Agreement") by and among
the Company, ING Groep N.V., a Netherlands corporation ("ING") and PFHI
Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary
of ING shall remain in effect, no holder of a Right shall be entitled to
purchase Common Shares of the Company as provided in Section 11(a)(ii) of
this Agreement or Common Shares of such other Person as provided in Section
13 of this Agreement as a result of the merger contemplated by the Merger
Agreement. The Rights Agreement shall terminate immediately prior to the
Effective Time of the Merger (as such terms are defined in the Merger
Agreement).
2. MISCELLANEOUS.
(a) Except as otherwise expressly provided, or unless the context
otherwise requires, all terms used herein have the meanings assigned to them
in the Rights Agreement.
(b) Each party hereto waives any requirement under the Rights Agreement
that any additional notice be provided to it pertaining to the matters
covered by this Amendment.
(c) This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which counterparts shall
together constitute but one and the same document.
(d) Except as provided for herein, all other provisions of the Rights
Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals, if any, to be hereunto affixed
and attested, all as of the day and year first written above.
ATTEST: EQUITABLE OF IOWA COMPANIES
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxxx
_____________________ ________________________
Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxx
Secretary President and
Chief Executive Officer
Corporate Seal
ATTEST: FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxx
_____________________ ________________________
Xxxx Xxxxxx Xxxxxx X. Xxxxx
Vice President Vice President
Corporate Seal
