EXHIBIT 4.4
EXECUTION COPY
AMENDMENT TO RIGHTS AGREEMENT
This Amendment to Rights Agreement (this "Amendment"), dated as of
January 22, 2004, by and between UNION PLANTERS CORPORATION, a Tennessee
corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New
York corporation ("Rights Agent"), further amends that certain Rights Agreement
(the "Rights Agreement"), dated as of January 19, 1999, by and between the
Company and Union Planters Bank, National Association, as amended by the Company
and the Rights Agent as of December 3, 2001. Unless otherwise defined herein,
capitalized terms used in this Amendment shall have the meanings ascribed to
them in the Rights Agreement.
WHEREAS, the Company's Board of Directors has approved, and the
Company intends to execute, an Agreement and Plan of Merger (as amended,
supplemented, modified or replaced from time to time, the "Merger Agreement"),
dated as of January 22, 2004, by and between the Company and Regions Financial
Corporation, a Delaware corporation ("Regions Financial"), pursuant to which the
Company and Regions Financial will be merged with and into a direct wholly owned
subsidiary of the Company and Regions Financial organized under Delaware law
("Newco"), with Newco as the surviving corporation (the "Merger");
WHEREAS, the Board of Directors of the Company has determined that the
Merger Agreement and the terms and conditions set forth therein and the
transactions contemplated thereby, including, without limitation, the Merger,
are in the best interests of the Company and its shareholders;
WHEREAS, the Board of Directors of the Company has determined, in
connection with its contemplation of the Merger Agreement, that an amendment to
the Rights Agreement as set forth herein is necessary and desirable to exempt
the Merger Agreement and the transactions contemplated thereby, including,
without limitation, the Merger, from the application of the Rights Agreement as
set forth in this Amendment;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
may, and the Rights Agent shall, if the Company so directs, supplement or amend
any provisions of the Rights Agreement, subject to the limitations set forth in
such Section 26; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
hereby directs that the Rights Agreement should be amended as set forth herein;
NOW, THEREFORE, in consideration of the promises and mutual agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the Company and the Rights Agent hereby agree as follows:
A. Amendment of Section 1. Section 1 of the Rights Agreement is
supplemented to add the following definitions in the appropriate alphabetical
locations:
"Merger" shall mean the "Merger" as such term is defined in the Merger
Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger, dated
as of January 22, 2004, by and between the Company and Regions Financial, as it
may be amended, supplemented, modified or replaced from time to time.
"Newco" shall mean a direct wholly owned subsidiary of the Company and
Regions Financial organized under Delaware law, into which the Company and
Regions Financial will merge in the Merger.
"Regions Financial" means Regions Financial Corporation, a Delaware
corporation.
B. Amendment of the Definition of "Acquiring Person". The definition
of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by
adding the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Regions Financial, Newco nor any of their Affiliates or
Associates shall be deemed to be an Acquiring Person as a result,
directly or indirectly, of (i) the approval, execution, delivery or
performance of the Merger Agreement, (ii) the consummation of the
Merger or (iii) the consummation of any other transaction contemplated
by the Merger Agreement, including, without limitation, the exchange
of common stock of the Company for common stock of Newco pursuant to
the Merger Agreement."
C. Amendments to Section 3.
Section 3(b) of the Rights Agreement is hereby amended and
supplemented by adding 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 as the result,
directly or indirectly, of (i) the approval, execution, delivery or
performance of the Merger Agreement, (ii) the consummation of the
Merger, (iii) the consummation of any other transaction contemplated
by the Merger Agreement, including, without limitation, the exchange
of common stock of the Company for common stock of Newco pursuant to
the Merger Agreement, or (iv) the public announcement of any of the
foregoing."
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Section 3 of the Rights Agreement is amended to add the following
sentence at the end thereof
as a new Section 3(e):
" (e) Nothing in this Rights Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable rights,
remedies or claims under this Rights Agreement, including but not
limited to under Section 11 hereof, by virtue of (i) the approval,
execution, delivery or performance of the Merger Agreement, (ii) the
consummation of the Merger, (iii) the consummation of any other
transaction contemplated by the Merger Agreement, including, without
limitation, the exchange of common stock of the Company for common
stock of Newco pursuant to the Merger Agreement, or (iv) the public
announcement of any of the foregoing."
D. Effective Date of Amendment. This Amendment shall be deemed
effective as of the date first written above, as if executed on such date.
E. Effect of Amendment. Except as expressly set forth herein, the
Rights Agreement shall not by implication or otherwise be supplemented or
amended by virtue of this Amendment, but shall remain in full force and effect,
as amended hereby. This Amendment shall be construed in accordance with and as a
part of the Rights Agreement, and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Rights Agreement and each
other instrument or agreement referred to therein, except as herein amended, are
hereby ratified and confirmed.
F. Waiver of Notice. The Rights Agent and the Company hereby waive any
notice requirement with respect to each other under the Rights Agreement, if
any, pertaining to the matters covered by this Amendment.
G. Severability. If any term, provision, covenant or restriction of
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 shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
H. Governing Law. This Amendment shall be deemed to be a contract made
under the law of the Commonwealth of Kentucky and for all purposes shall be
governed by and construed in accordance with the law of such Commonwealth
applicable to contracts to be made and performed entirely within such
Commonwealth.
I. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
J. 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 of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.
UNION PLANTERS CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chairman, President
and Chief Executive
Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxx Xxxx
-------------------------
Name: Xxxxxx Xxxx
Title: Vice President
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