Fifth Amendment
To
Rights Agreement
___________ ___________
THE CENTRIS GROUP, INC.
This Fifth Amendment to Rights Agreement (the "Fifth Amendment") is made
and entered into as of January 28, 1998, by and between The Centris Group, Inc.,
a Delaware corporation (the "Company"), and American Stock Transfer & Trust
Company (the "Rights Agent") for the purpose of making a fifth amendment to that
certain Rights Agreement dated as of May 24, 1990 between the Company and the
Rights Agent, as amended (the "Rights Agreement").
1. Authority for Amendment.
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(a) This Fifth Amendment is made and entered into pursuant to Section
27 of the Rights Agreement.
(b) By action taken on January 28, 1998, the Board of Directors of
the Company directed the Company and the Rights Agent to amend the Rights
Agreement as hereinafter set forth.
2. The Amendment.
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(a) Section 1(w) of the Rights Agreement is deleted in its entirety
and the following paragraph is substituted in its place:
(w) "10% Ownership Date" shall mean the first date of public
announcement (which for purposes of this definition shall include,
without limitation, a report filed pursuant to Section 13(d) under the
Exchange Act) by the Company or any Person that such person has become
a 10% Stockholder, or such earlier date when a majority of the Board
of Directors of the Company shall become aware of the existence of a
10% Stockholder; provided, however, that if such Person is thereafter
determined not to have become a 10% Stockholder within the meaning of
Section 1(x), then no 10% Ownership Date shall be deemed to have
occurred.
(b) Section 1(x) of the Rights Agreement is deleted in its entirety
and the following paragraph is substituted in its place:
(x) "10% Stockholder" shall mean any Person that, together with
all Affiliates and Associates of such Person, hereafter acquires
Beneficial Ownership of, in the aggregate, without the prior approval of
the Board of Directors of the Company, 10% or more of the Voting Shares
of the Company then outstanding; provided, however, that the term "10%
Stockholder" shall not include: (i) the Company, any wholly owned
Subsidiary of the Company, any employee benefit plan of the Company or of
a Subsidiary of the Company, or any Person holding Voting Shares for or
pursuant to the terms of any such employee benefit plan; or (ii) any
Person if such Person would not otherwise be a 10% Stockholder but for a
reduction in the number of outstanding Voting Shares resulting from a
stock repurchase program or other similar plan of the Company or from a
self-tender offer of the Company, which plan or tender offer commenced on
or after the date hereof; provided, however, that the term "10%
Stockholder" shall include such Person from and after the first date upon
which (A) such Person, since the date of commencement of such stock
repurchase plan or Company self-tender offer, shall have acquired
Beneficial Ownership of, in the aggregate, additional Voting Shares of
the Company representing 1% or more of the Voting Shares then
outstanding, and (B) such Person, together with all Affiliates and
Associates of such Person, shall Beneficially Own 10% or more of the
Voting Shares of the Company then outstanding. In calculating the
percentage of the outstanding Voting Shares that are Beneficially Owned
by the Person for purposes of this subsection (x), Voting Shares that are
Beneficially Owned by such Person shall be deemed outstanding, and Voting
Shares that are not Beneficially Owned by such Person and that are
subject to issuance upon the exercise or conversion of outstanding
conversion rights, exchange rights, warrants or options shall not be
deemed outstanding. The Board of Directors shall have the sole and
absolute authority to make a final determination as to whether any Person
is or is not to be considered a 10% Stockholder for purposes of this
Rights Agreement, which determination shall be conclusive for all
purposes and shall be binding upon all holders of the Rights.
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be a "10%
Stockholder," as defined in this paragraph (x), has become such
inadvertently, and such Person divests as promptly as practicable a
sufficient number of Voting Shares so that such Person would no longer be
a "10% Stockholder, " as defined in this paragraph (x), then such Person
shall not be deemed to be a "10% Stockholder" for any purposes of this
Agreement.
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(c) The term "15% Stockholder" is replaced by the term "10%
Stockholder" and the term "15% Ownership Date" is replaced by "10% Ownership
Date" wherever such terms appear in the Rights Agreement, including, but not
limited to, the specific use of either of such terms as it appears in the
following sections of the Rights Agreement: Section 1(l); Section 1(w); Section
1(x); Section 3(a); Section 3(h); Section 7(d); Section 11(a)(ii); Section
13(a); Section 23(a); Section 23(b); Section 24(a); Section 24(b); Section
27(a); and Section 28.
3. Miscellaneous.
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(a) The Rights Agreement is further amended in all other sections as
may be necessary or proper in order to make the terms, provisions and language
of the Rights Agreement consistent with all amendments to the Rights Agreement
as previously made and hereinabove set forth, and corresponding changes of those
set forth in this Fifth Amendment to the Rights Agreement shall be made in all
exhibits to the Rights Agreement, as appropriate.
(b) Other than as set forth in this Fifth Amendment, the Rights
Agreement, as in effect immediately prior to the effective date of this Fifth
Amendment, remains in full force and effect without change.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to
be duly executed this 28th day of January, 1998.
ATTEST: The Centris Group, Inc.
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Senior Vice Xxxxx X. Xxxxxxx, Chairman of
President, Chief Administrative the Board, President and
Officer, Secretary and General Counsel Chief Executive Officer
ATTEST: American Stock Transfer & Trust
Company
By /s/ Xxxxxx Xxxxxx By /s/ Xxxxxx X. Xxxx
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Print Name Xxxxxx Xxxxxx Print Name Xxxxxx X. Xxxx
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Title Account Executive Title Vice President
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