Exhibit 99.2
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, effective as of February 28, 2002, to the Rights
Agreement (the "Rights Agreement"), dated as of January 14, 1997, between
Xxxxxx Group Inc., a Delaware corporation (the "Company"), and Continental
Stock Transfer & Trust Company, a New York corporation, as Rights Agent
(the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement in accordance with Section 26 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:
1. Section 1(a) is amended by adding the following at the end of
said Section:
; provided, however, that none of Investment Technology Group,
Inc., a Delaware corporation ("ITG"), and Indigo Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of ITG
("Merger Subsidiary") and their Affiliates and Associates shall be
deemed to be an Acquiring Person by virtue of (x) the execution of
the Agreement and Plan of Merger, dated as of February 28, 2002
(the "Merger Agreement," which term shall include any amendments
thereto) by and among the Company, ITG and Merger Subsidiary or
the Voting Agreement (as defined therein), or (y) the consummation
of any of the transactions contemplated by the Merger Agreement or
the Voting Agreement, including, without limitation, the
completion of the Merger (as defined therein), or the voting of,
or proxy granted with respect to, shares of Common Stock pursuant
to the Voting Agreement.
2. Section 1(aa) is amended by adding the following at the end of
said Section:
Notwithstanding anything to the contrary contained in this
Agreement, the Merger shall not constitute a Section 13 Event.
3. Section 1(hh) is amended by adding the following at the end of
said Section:
Notwithstanding anything to the contrary contained in this
Agreement, the Merger shall not constitute a Triggering Event.
4. Section 23 is amended by adding the following at the end of
said Section as a new paragraph (c):
(c) Notwithstanding any other provision of the Agreement,
upon consummation of the Merger pursuant to, and in accordance
with, the terms of the Merger Agreement, all Rights shall expire.
5. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
6. The foregoing amendment shall be effective as of the date first
above written, and, except as set forth herein, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
7. This Amendment 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed this 28th day of February, 2002.
XXXXXX GROUP INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
__________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
CONTINENTAL STOCK TRANSFER
& TRUST CO., as Rights Agent
By: /s/ Xxxxxxx X. Xxxxxxxxx
__________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
