EXHIBIT 1
AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment") is
entered into as of October 30, 1998, between XXXXXXX FINANCIAL CORPORATION (the
"Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are party to a
Rights Agreement, dated as of February 5, 1996 (as amended by Amendment No. 1 to
Rights Agreement, dated as of November 4, 1996, the "Rights Agreement");
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement on the terms and conditions hereinafter set forth; and
WHEREAS, for purposes of this Amendment, capitalized terms not
otherwise defined herein shall have the respective meanings set forth in the
Rights Agreement, as amended by this Amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
1. Certain Definitions. Section 1 of the Rights Agreement is
amended by deleting the text of paragraph (i) thereof and replacing it with the
phrase "Intentionally Omitted.".
2. Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights. Section 11(a)(iv) of the Rights Agreement is amended by
deleting the phrase "a majority of the members of the Board of Directors and a
majority of the Continuing Directors" and replacing it with the phrase
"two-thirds of the Board of Directors".
3. Redemption and Termination. Section 23(a) of the Rights
Agreement is amended by deleting in the proviso to the first sentence thereof
the phrase "then there must be Continuing Directors then in office and such
authorization shall require the concurrence of a majority of such Continuing
Directors" and replacing it with the phrase "then such authorization shall
require the concurrence of two-thirds of the Board of Directors".
4. Determinations and Actions by the Board of Directors, etc.
Section 29 of the Rights Agreement is amended as follows: (A) deleting the
parenthetical "(or, as set forth herein, certain specified members thereof)"
appearing therein; and (B) inserting the parenthetical "(including, in those
specified circumstances, with the concurrence of two-thirds of the Board of
Directors)" immediately following the phrase "Board of Directors of the Company"
each of the three times it appears therein.
5. Exhibit 2 to the Rights Agreement. Exhibit 2 to the Rights
Agreement ("Form of Rights Certificate") is amended by deleting the phrase "if
the Board of Directors consists of a majority of Continuing Directors (as such
term is defined in the Rights Agreement)." appearing in the proviso to the first
sentence of the sixth paragraph following the capitalized legend on the first
page of Exhibit 2 and replacing it with the phrase "if two-thirds of the Board
of Directors of the Company concurs.".
6. Exhibit 3 to the Rights Agreement. Exhibit 3 to the Rights
Agreement ("Summary of Rights") is amended by deleting the phrase "a majority of
the Continuing Directors (who generally are those directors who were directors
of the Company on February 5, 1996 or who subsequently became directors and
whose elections or nominations were approved by a majority of the Continuing
Directors)." appearing in twelfth paragraph of Exhibit 3 and replacing it with
the phrase "two-thirds of the Board of Directors of the Company.".
7. Benefits. Nothing in the Rights Agreement, as amended by
this Amendment, shall be construed to give to any Person other than the Company,
the Rights Agent and the registered holders of the Rights Certificates (and,
prior to the Distribution Date, the registered holders of the Common Stock) any
legal or equitable right, remedy or claim under the Rights Agreement, as amended
by this Amendment; but the Rights Agreement, as amended by this Amendment, shall
be for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights certificates (and, prior to the Distribution
Date, registered holders of Common Stock).
8. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
9. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State.
10. Other Terms Unchanged. The Rights Agreement, as amended by
this Amendment, shall remain and continue in full force and effect and is in all
respects agreed to, ratified and confirmed hereby. Any reference to the Rights
Agreement after the date first set forth above shall be deemed to be a reference
to the Rights Agreement, as amended by this Amendment.
11. Counterparts. This Amendment may be executed in any number
of counterparts. It shall not be necessary that the signature of or on behalf of
each party appears on each counterpart, but it shall be sufficient that the
signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single agreement.
It shall not be necessary in any proof of this Amendment to produce or account
for more than a number of counterparts containing the respective signatures of
or on behalf of all of the parties.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year first
above written.
Attest: XXXXXXX FINANCIAL CORPORATION
By:/s/ Xxxxxxx Xxxxxxx Xxxxx By:/s/ Xxxxx X. Xxxxx
---------------------------- --------------------------------------
Name: Xxxxxxx Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxx
Title: Senior Vice President Title:Chairman and Chief Executive Officer
Counsel and Secretary
Attest: AMERICAN STOCK TRANSFER & TRUST
COMPANY
By:/s/ Xxxxx Xxxxxx By:/s/ Xxxxxxx X. Xxxxxx
---------------------------- --------------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Vice President
