Exhibit 4.2
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT, dated March 28, 2003, to the AMENDED AND RESTATED RIGHTS
AGREEMENT dated as of November 23, 1998 (the "Amended Agreement"), between
SPRINT CORPORATION, a Kansas corporation (the "Company"), and UMB Bank, n.a., a
national banking association (the "Rights Agent").
W I T N E S S E T H:
WHEREAS, on June 9, 1997, the Board of Directors of the Company adopted a
shareholder rights plan governed by the terms of a rights agreement between the
Company and the Rights Agent, dated as of that same date (the "Original
Agreement"); and
WHEREAS, in connection with the recapitalization of the Company's common
stock into FON common stock and PCS common stock, the Board of Directors
adopted, on June 29, 1998, the Amended Agreement, which amended and restated the
Original Agreement; and
WHEREAS, on March 12, 2003, the Board of Directors of the Company approved
an amendment to the Amended Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Section 23 of the Amended Agreement is amended by adding a new
subsection (c) as follows:
(c) The Nominating and Corporate Governance Committee of the Company's
Board of Directors shall review this Agreement in order to consider
whether the maintenance of this Agreement continues to be in the best
interests of the Company and its stockholders. The Committee shall
conduct such review periodically when, as and in such manner as the
Committee deems appropriate, after giving due regard to all relevant
circumstances; provided, however, that the Committee shall take such
action at least every three years. Following each such review, the
Committee will report its conclusions to the full Board of Directors
of the Company, including any recommendation in light thereof as to
whether this Agreement should be modified or the Rights should be
redeemed. The Committee shall be comprised only of directors of the
Company who shall have been determined by the Company's Board of
Directors to be independent and disinterested (who are neither an
Acquiring Person nor a Person on whose behalf a tender offer or
exchange offer for Common Stock of the Company is being made nor an
Affiliate, Associate, nominee or representative of an Acquiring Person
or a Person on whose behalf a tender offer or exchange for Common
Stock of the Company is being made).
Section 2. 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.
Section 3. Except as otherwise herein expressly provided, all provisions,
definitions, terms and conditions of the Amended Agreement are hereby ratified
and confirmed and the Amended Agreement, as amended and supplemented by this
Amendment, shall be read, taken and construed as one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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.
SPRINT CORPORATION
By: /s/ J. Xxxxxxx Xxxxxx
Attest: J. Xxxxxxx Xxxxxx
Executive Vice President
By: /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Assistant Secretary
UMB BANK, N.A., as Rights Agent
By: /s/ Xxxxx X. Xxxxxxx
Attest: Xxxxx Xxxxxxx
Senior Vice President
By /s/ Xxxxxx X. Box
Name: Xxxxxx X. Box
Title: Vice President
