Exhibit 99.1
FIRST AMENDMENT
TO
RIGHTS AGREEMENT
This is the FIRST AMENDMENT dated December 20, 2004 to the Rights Agreement
dated as of December 3, 1998 (the "Rights Agreement") between EASTGROUP
PROPERTIES, INC., a Maryland corporation (the "Company"), and EQUISERVE TRUST
COMPANY, N.A. (successor to Xxxxxx Trust and Savings Bank), as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement as set forth in the First Amendment to Rights Agreement;
NOW THEREFORE, the parties hereto agree as follows:
1. The Rights Agreement is amended by the addendum new Section 34
Section 34. Independent Director Review. It is understood that the
Nominating and Corporate Governance Committee of the Board (or in the absence of
such committee, another committee of the Board comprised entirely of
Disinterested Directors) shall review and evaluate this Rights Agreement in
order to consider whether the maintenance of this Rights Agreement continues to
be in the interest of the Company, its stockholders and any other relevant
constituencies of the Company at least every three years or sooner than that in
the event that any Person shall have made a proposal to the Company, or taken
any such other action, that, if effective, could cause such Person to become an
Acquiring Person hereunder, if a majority of the members of the Nominating and
Corporate Governance Committee (or in the absence of such committee, another
committee of the Board comprised entirely of Disinterested Directors) shall deem
such review and evaluation appropriate after giving due regard to all relevant
circumstances.
Following such review, the Nominating and Corporate Governance Committee
(or in the absence of such committee, another committee of the Board comprised
entirely of Disinterested Directors) will communicate its conclusions to the
full Board of Directors, including any recommendation in light thereof as to
whether this Rights Agreement should be modified or the Rights should be
redeemed.
2. All other provisions of the Rights Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed the First Amendment to Rights
Agreement the date first above written.
EASTGROUP PROPERTIES, INC.
by: /s/ N. Xxxxx XxXxx
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N. Xxxxx XxXxx
Chief Financial Officer
EQUISERVE TRUST COMPANY, N.A.
by: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Managing Director
