Exhibit 4.1
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
AMENDMENT, dated as of November 16, 1995, to the Rights
Agreement, dated as of June 11, 1987, as amended and restated as of
March 22, 1990, as amended April 21, 1992, as amended July 15, 1994, and
as amended July 15, 1995 (the "Rights Agreement"), between Alexander &
Alexander Services Inc., a Maryland corporation (the "Company") and First
Chicago Trust Company of New York, a New York corporation (the "Rights
Agent").
Pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof. All acts
and things necessary to make this Amendment a valid agreement,
enforceable according to its terms, have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights
Agent have been in all respects duly authorized by the Company and the
Rights Agent.
In consideration of the foregoing and the mutual agreements set
forth herein, the parties hereto agree as follows:
I. The definition of "Acquiring Person" in Section 1(b) of
the Rights Agreement is hereby amended by replacing the
amount "15%" in each place where it appears with the
amount "20%".
II. Section 3(a) of the Rights Agreement is hereby
amended by replacing the amount "15%" where it appears
with the amount "20%".
III. This Amendment shall be governed by and construed
in accordance with the laws of the State of Maryland and
for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to
contracts to be made and performed entirely within such
State.
IV. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same
instrument. Terms not defined herein shall, unless the
context otherwise requires, have the meanings assigned to
such terms in the Rights Agreement.
V. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is
hereby ratified, adopted, approved and confirmed. In
executing and delivering this Amendment, the Rights Agent
shall be entitled to all the privileges and immunities
afforded to the Rights Agent under the terms and conditions
of the Rights Agreement.
VI. If any term, provision, covenant or restriction on this
Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and
restrictions of this Amendment, and of the Rights
Agreement, shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and year
first above written.
Attest: ALEXANDER & ALEXANDER
SERVICES INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ R. Xxxx Xxxxxxx
Xxxxxx X. Xxxxxxx R. Xxxx Xxxxxxx
Attorney Vice President and Treasurer
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxx
Assistant Vice-President Customer Service Officer
