May 18, 1999
Xx. Xxxxxxx Xxxxxxxxx
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: APPOINTMENT AS RIGHTS AGENT
Dear Xx. Xxxxxxxxx:
Reference is made to the Common Stock Rights Agreement dated as of June
14, 1990 between Reebok International Ltd. (the "Company") and the The First
National Bank of Boston (the "Bank") (the "Rights Agreement"). Pursuant to
Section 21 of the Rights Agreement, the Company hereby appoints American Stock
Transfer & Trust Company ("AST") as successor Rights Agent under the Rights
Agreement as of June 1, 1999 (a copy of which has been provided to you) and AST
hereby agrees that (a) it will serve as such successor Rights Agent, (b) by
signing below, it shall be a party to the Rights Agreement effective as of June
1, 1999 and be bound by all of the terms and conditions thereof in connection
with its role as Rights Agent and (c) it shall be deemed to be Rights Agent for
all purposes of the Rights Agreement. XXX further agrees that it will mail a
notice of its appointment as successor Rights Agent, in the form approved in
advance by the Company, to the registered holders of the Rights Certificates as
provided in Section 21 of the Rights Agreement.
Sincerely,
REEBOK INTERNATIONAL LTD.
By: /s/ XXXXXXX WATCHMAKER
Xxxxxxx Watchmaker
Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO BY
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: President
Page 8 of 8
