Exhibit 4.3
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AMENDMENT
TO
RIGHTS AGREEMENT DATED JULY 12, 1996
This Amendment executed between ConAgra, Inc. (the "Company") and
ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon") dated as of July 10,
1998 amends the Rights Agreement between the Company and ChaseMellon dated
July 12, 1996 (the "Rights Agreement").
RECITALS
A. Section 21 of the Rights Agreement permits the Company to remove a
Rights Agent (as defined in the Rights Agreement) and appoint a successor
Rights Agent.
B. Pursuant to the terms of the Rights Agreement, ChaseMellon serves
as the Rights Agent.
C. The Company has appointed Norwest Bank of Minnesota, N.A.
("Norwest") as its transfer agent and registrar and dividend disbursing agent
and Rights Agent pursuant to a resolution adopted by the Board of Directors
of the Company on July 10, 1998.
D. Pursuant to Section 21 of the Rights Agreement, the Company has
provided notification to ChaseMellon on July 10, 1998 that it has appointed
Norwest as Rights Agent effective August 10, 1998.
NOW, THEREFORE, the Company and ChaseMellon agree as follows:
Effective August 10, 1998, the term "Rights Agent" shall be amended to
mean Norwest and its successors and assigns or any successor entity
appointed by the Company.
The fifth sentence of Section 21 is deleted and is replaced with the
following:
Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation organized and doing business
under the laws of the United States or of any state of the United
States or the District of Columbia so long as such corporation is in
good standing, and is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal
or state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50 million.
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Section 26 is amended by deleting the address for the Rights Agent
provided for and inserting instead:
Norwest Bank of Minnesota, N.A.
000 Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xx. Xxxx, XX 00000
This amendment shall be governed by and construed in accordance with the
laws of the State of Delaware.
This amendment may be executed in counterparts and each such counterpart
shall be deemed to be an original.
The Rights Agreement as amended by this Amendment shall be read together
to constitute one agreement.
CONAGRA, INC. CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ X. X. X'Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------- ------------------------------
X.X. X'Xxxxxxx Xxxxxxx X. Xxxxxxxxxx
Executive Vice President, Title: Vice President
Chief Financial Officer and
Corporate Secretary
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Norwest Bank of Minnesota, N.A. herewith accepts appointment as
successor Rights Agent effective August 10, 1998 as described in the attached
Amendment dated as of July 10, 1998 to Rights Agreement between ConAgra, Inc.
and ChaseMellon Shareholder Services, L.L.C. dated July 12, 1996.
NORWEST BANK OF MINNESOTA, N.A.
/s/ Xxxx Xxxxxxxx
By: Xxxx Xxxxxxxx
Title: OFFICER, NORWEST BANK MN, N.A.
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