AMENDMENT dated as of January 4, 1998, to the Rights
Agreement dated as of December 11, 1996 (the "Rights
Agreement"), between SOUTHERN NEW ENGLAND TELECOMMUNICATIONS
CORPORATION (the "Company") and STATE STREET BANK AND TRUST
COMPANY, as Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance
with Section 27 thereof, the following actions are hereby taken prior to
executing the Merger Agreement and Stock Option Agreement referred to
below:
Section 1. Amendments to Rights Agreement. The Rights Agreement
is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement is amended to add the following sentence at the end
thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, none of SBC Communications Inc., SBC (CT), Inc. or any
Affiliate or Associate of either shall be deemed to be an
Acquiring Person, either individually or collectively, solely by
virtue of (i) the announcement of the Merger (as such term is
defined in the Merger Agreement), (ii) the acquisition of Common
Shares of the Company pursuant to the Merger or the Stock Option
Agreement, (iii) the execution of the Merger Agreement or the
Stock Option Agreement or (iv) the consummation of the Merger or
of the other transactions contemplated in the Merger Agreement or
the Stock Option Agreement."
(b) The following definitions shall be added to Section 1 of the
Rights Agreement:
"(o) "Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of January 4, 1998 among SBC Communications Inc.,
SBC (CT), Inc. and the Company."
"(p) "Stock Option Agreement" shall mean the Stock Option
Agreement dated as of January 4, 1998 between the Company and SBC
Communications Inc."
(c) Section 3(a) of the Rights Agreement is amended (i) to add
the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have
occurred solely as the result of (i) the announcement of the
Merger, (ii) the acquisition of Common Shares of the Company
pursuant to the Merger or the Stock Option Agreement, (iii) the
execution of the Merger Agreement or the Stock Option Agreement
or (iv) the consummation of the Merger or of the other
transactions contemplated in the Merger Agreement or the Stock
Option Agreement."; and
(ii) to replace the words "the tenth day (or such later date
as may be determined by action of the Board of Directors of the
Company prior to such time as any Person becomes an Acquiring
Person") in Section 3(a)
2
with the following: "the date, if any, as may be designated by the Board of
Directors of the Company".
Section 2. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Connecticut applicable
to contracts to be made and performed entirely within such State.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first above
written.
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION,
by: /s/ Xxxxxx X. Xxxxxx
__________________________
Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board
and Chief Executive Officer
STATE STREET BANK & TRUST COMPANY,
as Rights Agent
by: /s/ Xxxxxxx Xxxxx
____________________________
Name: Xxxxxxxx Xxxxx
Title: Vice President
and Associate Counsel
