AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT No. 5 to the Rights Agreement, dated as of November 22, 1998 (the
"Amendment No. 5"), by and between AMP Incorporated, a Pennsylvania corporation
(the "Company"), and ChaseMellon Shareholder Services L.L.C., a limited
liability company organized under the laws of the State of New Jersey (the
"Rights Agent").
WHEREAS, on October 25, 1989 the Company and Manufacturers Hanover Trust
Company, a New York corporation ("MHTCo"), entered into a Rights Agreement (the
"Original Agreement");
WHEREAS, on September 4, 1992, the Company and Chemical Bank (as successor
to MHTCo) entered into Amendment No. 1 to the Rights Agreement, on August 12,
1998, the Company and ChaseMellon Shareholder Services L.L.C. (as successor to
Chemical Bank) entered into Amendment No. 2 to the Rights Agreement, on August
20, 1998, the Company and ChaseMellon Shareholder Services X.XX. entered into
Amendment No. 3 to the Rights Agreement and on September 17, 1998, the Company
and ChaseMellon Shareholder Services L.L.C. entered into Amendment No. 4 to the
Rights Agreement (the Original Agreement, as amended by each of the amendments
is hereinafter referred to as the "Agreement" and the terms of which are
incorporated herein by reference and made a part hereof); and
WHEREAS, the Company, with the approval of the Board of Directors of the
Company, and the Rights Agent have mutually agreed to modify the terms of the
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, and intending to be legally bound hereby, the parties hereto
agree that the Agreement shall be and hereby is amended in the following manner:
Section 1. AMENDMENT OF "ISSUE OF RIGHTS CERTIFICATE". Section 3(a) of the
Agreement is amended to add the following paragraph at the end thereof:
"Notwithstanding any other provision of this Agreement, the occurrence of
(A) the approval, execution and delivery of the Agreement and Plan of Merger,
dated November 22, 1998 (as it may be amended from time to time, the "Merger
Agreement"), by and among Beta Zeno Corp. ("Beta"), a Delaware corporation and
wholly owned subsidiary of Tyco International Ltd. ("Issuer"), Alpha Zeno Corp.,
a Pennsylvania corporation and wholly owned subsidiary of Beta ("Merger Sub")
and the Company and the Stock Purchase Agreement, dated as of November 22, 1998
(as it may be amended from time to time, the "Stock Purchase Agreement"), by and
between the company and Beta, (B) the consummation of the transactions
contemplated by the Merger Agreement and/or the Stock Purchase Agreement or (C)
the announcement of any of the foregoing events will not, individually or
collectively, cause (i) Issuer, Beta, Merger Sub and their affiliates, either
individually or as a group, to be deemed an Acquiring Person, (ii) the
occurrence of a Stock Acquisition Date, a Distribution Date, a Section 11(a)(ii)
Event, a Section 13 Event or a Triggering Event to be deemed to have occurred,
or (iii) an Unsolicited Acquisition Proposal to be deemed to have been
announced."
Section 2. RIGHTS AGREEMENT AS AMENDED. The term "Agreement" as used in the
Agreement shall be deemed to refer to the Agreement as amended hereby and shall
be effective as of the date hereof. All references hereinafter to Amendment No.
5 shall be deemed to refer to this Amendment No. 5. It is expressly understood
and agreed that except as provided above, all terms, conditions and provisions
contained in the Agreement shall remain in full force and effect without any
further change or modification whatsoever.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: AMP Incorporated
By: /s/ X. X. Xxxxxxxx By: /s/ Xxxxxx Xxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxx
Title: General Counsel and Title: Chairman and Chief
Corporate Secretary Executive Officer
Attest: AMP Incorporated
By: /s/ Xxxxxx X. Xxxxx, Xx. By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxxxx Xxxxx
Title: Vice President Title: Assistant Vice President
