EXHIBIT 2
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, effective as of December 20, 2002 (the "Amendment"),
between St. Jude Medical, Inc. (the "Company") and American Stock Transfer &
Trust Company (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of July 16, 1997 (the "Rights Agreement"); and
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
amendment 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 Definition of "Acquiring Person." Paragraph (a)
of Section 1 of the Rights Agreement is amended by deleting the paragraph in its
entirety and replacing it with the following:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as
such term is hereinafter defined) and Associates (as such term is
hereinafter defined) of such Person, shall be the Beneficial Owner (as
such term is hereinafter defined) of 15% or more of the Voting Stock of
the Company then outstanding; provided, that, an Acquiring Person shall
not include (i) an Exempt Person (as such term is hereinafter defined),
(ii) any Person, together with all Affiliates and Associates of such
Person, who or which would be an Acquiring Person solely by reason of
(A) being the Beneficial Owner of shares of Voting Stock of the
Company, the Beneficial Ownership of which was acquired by such Person
pursuant to any action or transaction or series of related actions or
transactions approved by the Board of Directors before such Person
otherwise became an Acquiring Person or (B) a reduction in the number
of issued and outstanding shares of Voting Stock of the Company
pursuant to a transaction or a series of related transactions approved
by the Board of Directors of the Company; provided, further, that in
the event such Person described in this clause (ii) does not become an
Acquiring Person by reason of subclause (A) or (B) of this clause
(ii), such Person nonetheless shall become an Acquiring Person in the
event such Person thereafter acquires Beneficial Ownership of an
additional 1% of the Voting Stock of the Company, unless the
acquisition of such additional Voting Stock would not result in such
Person becoming an Acquiring Person by reason of subclause (A) or (B)
of this clause (ii), or (iii) FMR Corp., together with its Affiliates
and Associates, but only for so long as FMR Corp., together with all of
its Affiliates and Associates, shall be the Beneficial Owner of less
than 20% of the Voting Stock of the Company then outstanding.
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an
"Acquiring Person" as defined pursuant to the foregoing provisions of
this paragraph (a) has become such inadvertently, and such Person
divests as promptly as practicable (as determined in good faith by the
Board of Directors) a sufficient number of shares of Common Stock so
that such Person would no longer be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this paragraph (a), then such
Person shall not be deemed an "Acquiring Person" for any purposes of
this Rights Agreement.
Section 2. 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 3. 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 as of the dates set forth below.
ST. JUDE MEDICAL, INC.
By: /s/ Xxxxx X. X'Xxxxxx
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Name: Xxxxx X. X'Xxxxxx
Title: Vice President and General Counsel
Dated: March 18, 2003
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Dated: March 21, 2003
