EXECUTION COPY
AMENDMENT dated as of January 12, 2000, to
the Rights Agreement dated as of September 1, 1995
(the "Rights Agreement"), between U.S. TRUST
CORPORATION, a New York corporation (formerly New
USTC Holdings Corporation) (the "Company"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent
(the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance with
Section 27 thereof, the following actions are hereby taken prior to executing
the Merger Agreement and the Stock Option Agreement referred to below:
Section 1. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) The following definitions shall be added to Section 1 of the
Rights Agreement:
"'Merger Agreement' shall mean the Agreement and Plan of Merger dated
as of January 12, 2000 among Schwab, Merger Sub and the Company."
"'Stock Option Agreement' shall mean the Stock Option Agreement dated
as of January 12, 2000 between the Company and Schwab."
(b) Section 3(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
(i) none of The Xxxxxxx Xxxxxx Corporation, a Delaware corporation
("Schwab"), Patriot Merger Corporation, a New York corporation ("Merger
Sub"), or any Affiliate or Associate of either (or any Person of which
Schwab or Merger Sub is an Associate) shall be deemed to be an Acquiring
Person or a Person, either individually or collectively, (ii) no
Distribution Date, Triggering Event or Affiliate Merger shall occur,
(iii) no Rights shall separate from Common Shares or otherwise become
exercisable and (iv) no adjustment shall be made pursuant Section 11 or
13, in each case solely by virtue of (A) the announcement of the Merger
(as such term is defined in the Merger Agreement), (B) the acquisition of
Common Stock of the Company pursuant to the Merger or the Stock Option
Agreement, (C) the execution of the Merger Agreement or the Stock Option
Agreement or (D) the consummation of the Merger or of
the other transactions contemplated in the Merger Agreement or the
Stock Option Agreement."
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 New York 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.
U.S. TRUST CORPORATION,
by:/s/ H. Xxxxxxxx Xxxxxxx
-------------------------------
Name: H. Xxxxxxxx Xxxxxxx
Title: Chairman and Chief
Executive Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK, as Rights Agent
by:/s/ Xxxxxx X'Xxxxx
-------------------------------
Name: Xxxxxx X'Xxxxx
Title: Managing Director
