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EXHIBIT 4(b)(2)
SECOND AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
This Second Amendment to Shareholder Protection Rights Agreement is
made and entered into effective November 8, 1996, by and between GENTEX
CORPORATION (the "Company"), and AMERICAN STOCK TRANSFER AND TRUST COMPANY (the
"Rights Agent").
WITNESSETH:
WHEREAS, the Company currently has outstanding 34,696,853 shares of its
common stock; and
WHEREAS, the aforementioned shares of common stock are subject to a
certain Shareholder Protection Rights Agreement effective August 26, 1991,
between the Company and the Rights Agent; and
WHEREAS, by virtue of a previous amendment to the aforementioned Rights
Agreement and a subsequent stock dividend, the Exercise Price pursuant to the
Rights Agreement is currently at $32.50.
NOW, THEREFORE, pursuant to Section 5.4 of the aformentioned Rights
Agreement, the Company and the Rights Agent hereby amend and restate Section 1.7
of the Rights Agreement to read as follows:
1.7 "Exercise Price" shall mean, as of any date, the price
at which a holder may purchase the securities issuable upon exercise
of one whole Right. Until adjustment thereof in accordance with the
terms hereof, the Exercise Price shall equal $54.00."
Except for the amendment to Section 1.7 set forth above, the
aforementioned Shareholder Protection Rights Agreement shall continue in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed effective as of the date specified above.
GENTEX CORPORATION
By /s/ Xxxxx Xxx
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Its VP FINANCE
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AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By /s/ Xxxxxxx X. Xxxxxx
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Its Vice President
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