EXHIBIT 5
AMENDMENT
AMENDMENT, dated as of December 11, 1996 to the Rights Agreement, dated as
of June 11, 1987, as amended and restated as of March 22, 1990, as amended
April 21, 1992, as amended June 6, 1994, as amended July 15, 1994, and as
amended November 16, 1995 (the "Rights Agreement"), between Alexander &
Alexander Services Inc., a Maryland corporation (the "Company") and First
Chicago Trust Company of New York, a New York corporation, formerly Xxxxxx
Shareholder Services Trust Company, (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of Section 27 thereof; and
WHEREAS, all actions necessary to make this Amendment a valid agreement,
enforceable according to its terms have been taken, and the execution and
delivery of this Amendment by the Company and the Rights Agent have been in
all respects duly authorized by the Company and the Rights Agent;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the Company and the Rights Agent agree as follows:
1. A new Section 34 shall be added which states the following:
"34. Exemption of Aon Offer and Merger. Notwithstanding anything to
the contrary contained in this Agreement, a Distribution Date, a
Section 11(a)(ii) Event and a Section 13 Transaction shall not occur or
be deemed to occur, and none of Aon Corporation ("Aon"), its Affiliates
or its Associates shall become an Acquiring Person, as a result of the
execution, delivery or performance of the Agreement and Plan of Merger
dated as of December 11, 1996 among Aon, Subsidiary Corporation, Inc.
and Alexander & Alexander Services Inc., as the same may be amended
from time to time (the "Merger Agreement"), the Stock Purchase and Sale
Agreement dated as of December 11, 1996 between Aon and American
International Group, Inc., as the same may be amended from time to time
(the "Preferred Stock Purchase Agreement"), the announcement, making or
consummation of the Offer (as defined in the Merger Agreement), the
acquisition of shares of capital stock pursuant to the Offer, the
Merger (as defined in the Merger Agreement) or the Preferred Stock
Purchase Agreement, the consummation of the Merger or any other
transactions contemplated by this Agreement, the Preferred Stock
Purchase Agreement or the acquisition of any shares of capital stock
upon the conversion of securities acquired pursuant to the Preferred
Stock Purchase Agreement, and Section 11(a)(ii) and Section 13 shall
not apply to the foregoing transactions or events."
2. This Amendment shall be deemed to be a contract made under the laws of
the State of Maryland and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts
made and to be performed entirely within such State.
3. Except as hereinabove expressly provided, all provisions of the Rights
Agreement shall continue in full force and effect.
4. This Amendment may be executed in one or more counterparts all of
which shall be considered one and the same instrument and shall become
effective as of the date hereof when one or more counterparts have been
signed by each of the parties and delivered to each of the other parties.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: ALEXANDER & ALEXANDER SERVICES INC.
/s/ Xxxxx Xxxxxxx /s/ Xxxxx X. Xxxx
By___________________________________ By___________________________________
Name: Xxxxx Xxxxxxx Name: Xxxxx X. Xxxx
Title: Secretary Title: Chairman of the Board,
President & Chief
Executive Officer
Attest:
/s/ Xxxx Xxxxxxxx FIRST CHICAGO TRUST COMPANY OF NEW
By___________________________________ YORK
Name: Xxxx Xxxxxxxx
Title: Assistant Vice President /s/ Xxxxxxx X. Kerye
By___________________________________
Name: Xxxxxxx X. Kerye
Title: Vice President
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