AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, effective as of November 21, 1996, to the Rights
Agreement, dated as of February 16, 1995, between Standard Federal
Bancorporation, Inc., a Michigan corporation (the "Company"), and Registrar
and Transfer Company, a New York corporation, as Rights Agent (the "Rights
Agent") (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
THEREFORE, in consideration of the premises and mutual agreements
set forth in the Rights Agreement and this Amendment, the parties agree as
follows:
1. Section 1(a) is amended by adding the following at the end of
said Section:
None of ABN AMRO North America, Inc., a Delaware corporation
("Purchaser"), Heitritz Corp., a Delaware corporation in formation and
wholly-owned subsidiary of Purchaser ("MergerSub") or any of their
Affiliates shall be deemed to be an Acquiring Person by virtue of (x)
execution of the Agreement and Plan of Merger, dated as of November 21, 1996
(the "Merger Agreement," which term shall include any amendments thereto) by
and among the Company, Purchaser and MergerSub, (y) execution of the Option
Agreement, dated as of November 21, 1996, by and between the Company and
Purchaser (the "Option Agreement") or (z) the consummation of any of the
transactions contemplated thereby, including, without limitation, the
exercise of the option granted by the Option Agreement, the publication or
other announcement of the Merger (as defined in the Merger Agreement), the
consummation of the Merger or the conversion of the Common Stock into the
right to receive the Merger Consideration (as defined in the Merger
Agreement).
2. Section 1(b) is amended by adding the following at the end of
said Section:
; provided, however, that none of the Purchaser, MergerSub or any of
their Affiliates shall be deemed an Adverse Person by virtue of (x)
execution of the Merger Agreement, (y) execution of the Option
Agreement or (z) the consummation of any of the transactions
contemplated thereby, including, without limitation, the exercise of
the option granted by the Option Agreement, the publication or other
announcement of the Merger (as defined in the Merger Agreement), the
consummation of the Merger or the conversion of the Common Stock
into the right to receive the Merger Consideration (as defined in
the Merger Agreement).
3. Section 1(o) is amended by adding the following at the end
of said Section:
; provided, however, that the public announcement of (x) the Merger,
or (y) any transaction that results in the Purchaser, MergerSub or
any of their Affiliates becoming the Beneficial Owner of 20% or more
of the Common Stock of the Company shall not constitute a Shares
Acquisition Date.
4. Section 1(q) is amended by adding the following at the end
of said Section:
Notwithstanding anything to the contrary contained in this
Agreement, neither the exercise of the Option granted by the Option
Agreement nor the Merger shall constitute a Triggering Event or an
event described in Section 11(a)(ii)(A), (B), (C), (D) or Section
13(a).
5. The first sentence of Section 3(a) is amended by adding the
following at the end of said sentence:
; provided, however, that neither the execution nor the public
announcement of (x) the Merger or (y) any transaction that results
in the Purchaser, MergerSub or any of their Affiliates becoming the
Beneficial Owner of 20% or more of the Common Stock of the Company
shall constitute an event giving rise to a Distribution Date.
6. Section 13(d) is amended by adding the following at the end
of said Section:
Consummation of the Merger pursuant to, and in accordance
with, the terms of the Merger Agreement, shall constitute the
consummation of a transaction contemplated by this Section 13(d).
7. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement, as amended hereby.
8. The foregoing amendment shall be effective as of the date
first written above, and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
9. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
STANDARD FEDERAL BANCORPORATION, INC.
By: /S/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman, President and Chief
Executive Officer
REGISTRAR AND TRANSFER COMPANY
By: /S/ XXXXXX XXXXXXXX
Name: Xxxxxx Xxxxxxxx
Title: President
