Exhibit 4.1
SECOND AMENDMENT
TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This Second Amendment is made to that certain Amended and Restated Rights
Agreement dated as of April 8, 2004 (the "Agreement") by and between Xxxxxxx &
Co., a Delaware corporation (the "Company") and Mellon Investor Services LLC, a
New Jersey limited liability company (successor to ChaseMellon Shareholder
Service, L.L.C.), as rights agent ("Rights Agent").
As provided for in Section 27 of the Agreement, Section 1 of the Agreement
is hereby amended so that the definition of "Final Expiration Date" shall read
in its entirely as follows:
"Final Expiration Date" shall mean January 19, 2006."
This Second Amendment is dated effective January 19, 2006.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and attested, all as of the day and year first above written.
Attest: XXXXXXX & CO.
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxx
Senior Vice President Executive Vice President - Chief
General Counsel and Secretary Financial Officer
Attest: MELLON INVESTOR SERVICES LLC,
as Rights Agent
/s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxxx
Vice President Vice President
