AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AMENDMENT NO. 3 TO RIGHTS AGREEMENT, dated as of May 11, 1999, between
CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (the "Company"), and
FIRST CHICAGO TRUST OF NEW YORK, successor to Society National Bank (the "Rights
Agent"), amending the Rights Agreement, dated as of January 23, 1996, between
the Company and the Rights Agent pursuant to Section 27 thereof.
W I T N E S S E T H:
WHEREAS, the Company entered into an Agreement and Plan of Merger dated as
of February 19, 1999 with Dominion Resources, Inc., a Virginia corporation
("Dominion"), and has amended the Rights Agreement to provide that no Shares
Acquisition Date or Distribution Date has occurred or will occur as a result of
entering such agreement or consummating the transactions contemplated thereby;
WHEREAS, the Company intends to enter into an Amended and Restated
Agreement and Plan of Merger, between Dominion and the Company, dated as of May
11, 1999 which provides for a business combination of the Company and Dominion;
and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:
ARTICLE I
1. The Rights Agreement is amended by adding the following WHEREAS clause
immediately before the paragraph beginning "NOW, THEREFORE":
WHEREAS, the Board of Directors of the Company has authorized the
transactions contemplated by the Amended and Restated Agreement and Plan of
Merger between Dominion Resources, Inc., a Virginia corporation
("Dominion"), and the Company, dated as of May 11, 1999, (as the same may
be further amended or amended and restated, the "Amended Merger Agreement")
which provides for a business combination of the Company and Dominion;
2. The Rights Agreement is amended by deleting the existing Section 35
adding the following new Section to the end of such Agreement:
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"Section 35. Dominion Merger. Notwithstanding any provision herein to
the contrary, neither Dominion nor any of its Affiliates and Associates
shall be considered an Acquiring Person under this Agreement and no Shares
Acquisition Date or Distribution Date has occurred or will occur, in any
such case as a result of the approval, execution or delivery of the Amended
Merger Agreement or the consummation of the transactions contemplated
thereunder."
ARTICLE II
1. Exhibit A to the Rights Agreement is amended as follows:
(a) by adding after "January 23, 1996" in the fifth line of the first
paragraph on page A-1 the phrase:
", as amended by Amendment No. 1 dated as of January 19, 1999,
Amendment No. 2 dated as of February 19, 1999 and Amendment No. 3 dated as
of May 11, 1999"
(b) by adding the following paragraph after the end of the paragraph
continued onto page A-2 from page A-1:
"Notwithstanding anything herein to the contrary, neither Dominion (as
defined below) nor any of its Affiliates and Associates is an "Acquiring
Person" and no "Shares Acquisition Date" or "Distribution Date" has
occurred or shall occur as a result of the approval, execution or delivery
of the Amended and Restated Agreement and Plan of Merger, between Dominion
Resources, Inc., a Virginia corporation ("Dominion"), and the Company,
dated as of May 11, 1999, (as the same may be further amended or amended
and restated) or the consummation of the transactions contemplated
thereunder."
2. Exhibit B to the Rights Agreement is amended as follows:
(a) by deleting the last sentence of the first paragraph on page B-1 and
substituting the following:
"The description and terms of the Rights are set forth in a Rights
Agreement, as amended (the "Rights Agreement"), between the Company and
First Chicago Trust of New York, successor to Society National Bank, as
Rights Agent (the "Rights Agent") as amended by Amendment No. 1, dated as
of January 19, 1999, Amendment No. 2, dated as of February 19, 1999, and
Amendment No. 3, dated as of May 11, 1999."
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(b) by adding the following paragraph after the second full paragraph on
page B-4:
"Notwithstanding anything herein to the contrary, neither Dominion (as
defined below) nor any of its Affiliates and Associates (each as defined in
the Rights Agreement) is an "Acquiring Person" and no "Shares Acquisition
Date" or "Distribution Date" has occurred or shall occur as a result of the
approval, execution or delivery of the Amended and Restated Agreement and
Plan of Merger, between Dominion Resources, Inc., a Virginia corporation
("Dominion"), and the Company, dated as of May 11, 1999, (as the same may
be further amended or amended and restated) or the consummation of the
transactions contemplated thereunder."
(c) by deleting the last paragraph on page B-4 and substituting the
following:
"A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission (the "Commission") as an Exhibit to a Registration
Statement on Form 8-A dated January 23, 1996. Copies of Amendment Xx. 0,
Xxxxxxxxx Xx. 0 and Amendment No. 3 have been filed with the Commission as
Exhibits to Form 8-A/A, which amends the earlier Form 8-A. Copies of the
Rights Agreement and Amendment Xx. 0, Xxxxxxxxx Xx. 0 and Amendment No. 3
thereto are available free of charge from the Company. This summary
description of the Rights does not purport to be complete and is qualified
in its entirety by reference to the Rights Agreement, as amended, which is
hereby incorporated by reference."
ARTICLE III
1. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended by this Amendment No. 3.
2. The foregoing amendments contained in Articles I, II and III shall be
effective as of the date hereof and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. This Amendment No. 3 may be executed in two or more counterparts each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to
be duty executed, all as of the day and year first above written.
CONSOLIDATED NATURAL GAS COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
and General Counsel
FIRST CHICAGO TRUST OF NEW YORK,
successor to Society National Bank,
as Rights Agent
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Vice President
