EXHIBIT 4.1
EXECUTION COPY
AMENDMENT dated as of February 4, 1997, to
the Rights Agreement dated as of April 25, 1995
(the "Rights Agreement"), between XXXX XXXXXX,
DISCOVER & CO. (the "Company") and CHASE MANHATTAN
BANK, as successor to Chemical Bank, as rights
agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in
accordance with Section 26 thereof, the following actions are hereby
taken:
Section 1. Amendments to Rights Agreement. The Rights
Agreement is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1(a) is
amended by
(i) deleting the phrase "or (iv)" in the first sentence
of such definition and inserting the phrase ",(v)" in its
place; and
(ii) deleting the period at the end of such definition
and inserting in its place ", (vi) Xxxxxx Xxxxxxx Group Inc.
("Xxxxxx Xxxxxxx") (A) solely as a result of the approval,
execution or delivery of (I) the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of February 4,
1997 between the Company and Xxxxxx Xxxxxxx or (II) the
Stock Option Agreement (the "Option Agreement"), dated as of
February 4, 1997, between the Company, as Issuer, and Xxxxxx
Xxxxxxx, as Grantee, or the consummation of the transactions
contemplated by the Merger Agreement or the Option
Agreement, or (B) as a result of Xxxxxx Xxxxxxx or any of
its controlled Affiliates being or becoming the Beneficial
Owner of the Common Stock as a result of its trading,
arbitrage, asset management or brokerage business in the
ordinary course consistent with past practice or (vii) the
group that might be deemed to have Beneficial Ownership of
the Common Stock by virtue of the Voting Agreements (as
defined in Xxxxxx Xxxxxxx'x Proxy Statement dated as of
February 26, 1996) or any successor agreements (or
provisions adding persons to such group) approved by the
Company's Board of Directors."
(b) A new Section 34 is added as follows:
"Section 34. Merger with Xxxxxx Xxxxxxx. Notwithstanding any
provision herein to the contrary, (a) neither Xxxxxx Xxxxxxx nor
any of its wholly-owned subsidiaries shall be considered an
Acquiring Person under this Rights Agreement, no Distribution
Date shall occur, and no Rights shall be exercisable pursuant to
Section 7, Section 11, Section 13 or any other provision hereof,
solely as a result of the approval, execution or delivery of the
Merger Agreement or the Option Agreement or consummation of the
transactions thereunder."
Section 2. Full Force and Effect. Except as expressly
amended hereby, the Rights Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed
by and construed in accordance with the law of the State of Delaware
applicable to contracts to be made and performed entirely within such
State.
IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year first
above written.
XXXX XXXXXX, DISCOVER & CO.
by
/s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
CHASE MANHATTAN BANK, as successor
to Chemical Bank, as Rights Agent
by
/s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
