Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 27 of the Rights Agreement
between State Street Bank and Trust Company (the "Rights Agent") and RSA
Security Inc. (the "Company") dated July 20, 1999 (the "Agreement"), the
Rights Agent and the Company desire to amend the Agreement to appoint
EquiServe Trust Company, N.A. as successor Rights Agent.
2. EFFECTIVENESS. This Amendment shall be effective as of July 11, 2001 (the
"Amendment"), and all defined terms and definitions in the Agreement shall
be the same in the Amendment except as specifically revised by the
Amendment.
3. REVISION. Section 21 of the Agreement, entitled "Change of Rights Agent,"
is hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30
days' notice in writing mailed to the Company and to each transfer agent
of the Common Shares or Preferred shares by registered or certified mail
and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent upon 30
days' notice in writing mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Shares
or Preferred Shares by registered or certified mail, and to the holders of
the Right Certificates by first-class mail. If the Rights Agent shall
resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company
shall fail to make such appointment within a period of 30 days after
giving notice of such removal or after it has been notified in writing of
such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Right Certificate (who shall, with such
notice, submit such holder's Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may apply to
any court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation or trust company organized and doing
business under the laws of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority and which has individually or combined with an affiliate at the
time of its appointment as Rights Agent a combined capital and surplus of
at least $100,000,000. After appointment, the successor Rights Agent shall
be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder,
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and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock, and
mail a notice thereof in writing to the registered holders of the Right
Certificates. Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 2nd day of November, 2001.
RSA SECURITY INC STATE STREET BANK AND TRUST COMPANY
/s/Xxxx X. Xxxxxxx /s/Xxxxx Xxxxxx-Xxxx
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By: Xxxx X. Xxxxxxx By: Xxxxx Xxxxxx-Xxxx
Title: Senior Vice President, Finance Title: Managing Director,
and Operations, and CFO Client Administration
EQUISERVE TRUST COMPANY, N.A.
/s/Xxxxx Xxxxxx-Xxxx
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By: Xxxxx Xxxxxx-Xxxx
Title: Managing Director,
Client Administration
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