Exhibit 4.13a
FIRST AMENDMENT TO RIGHTS AGREEMENT
OF MAXICARE HEALTH PLANS, INC.
This First Amendment to Rights Agreement of Maxicare
Health Plans, Inc. (this "Agreement") is entered into as of
October 9, 1998.
WHEREAS, Maxicare Health Plans, Inc. (the "Company")
entered into a Rights Agreement with American Stock Transfer and
Trust dated February 24, 1998; and
WHEREAS, at a meeting of the Shareholders of the Company
held on July 30, 1998 it was resolved to amend the Rights
Agreement as set forth below.
NOW, THEREFORE, the parties hereby agree to amend the
Rights Agreement as follows:
1. Section 1(h) of the Rights Agreement is hereby
amended to read as follows:
"(h) "Continuing Directors" shall have the same
meaning as "Disinterested Directors" as
defined in Section 1(i) hereof."
2. Section 1(i) of the Rights Agreement is hereby
amended to read as follows:
"(i)" "Disinterested Directors" shall mean the
members of the Board of Directors who are
not (i) officers or employees of the
corporation, (ii) Acquiring Persons or their
Affiliates or Associates or representatives
of any of them, or (iii) any Person who was
directly or indirectly proposed or nominated
as a director of the Corporation by an
Acquiring Person or a Transaction Person."
3. Amendments. Except as amended herein, the Rights
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have
executed this First Amendment of the Rights Agreement as of the
9th day of October, 1998.
MAXICARE HEALTH PLANS, INC.
a Delaware corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
AMERICAN STOCK TRANSFER &
TRUST COMPANY
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
