AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
Amendment No. 1, dated as of February 19, 1998 (the "Amendment"),
between ▇▇▇▇▇▇ Group Inc., a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services L.L.C. (the "Rights Agent").
WHEREAS, in accordance with Section 26 of the Rights Agreement,
the Company desires to amend the Rights Agreement and to set forth the
terms of the amendments in this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
Section 1. Amendment of Redemption and Termination Section.
Section 23 of the Rights Agreement is hereby amended by deleting subsection
(c) thereof in its entirety.
Section 2. Amendment of Form of Rights Certificate. The sixth
paragraph of the text of the Form of Rights Certificate is hereby amended
by deleting the final sentence thereof.
Section 3. Amendment of Summary of Rights to Purchase Preferred
Stock. The ninth paragraph of the Summary of Rights to Purchase Preferred
Stock is hereby amended by deleting the final sentence thereof.
Section 4. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. The foregoing amendments shall be effective
as of the date hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
Section 5. Execution in 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed, all as of the day and year first above written.
Attest: ▇▇▇▇▇▇ GROUP INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Division Counsel & Title: Senior Vice President of
Assistant Secretary Human Resources
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President