AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Exhibit 4(c) |
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This Amendment,
dated as of December 31, 2001 (the “Amendment”), is by and among CIGNA
Corporation, a Delaware corporation (the “Company”), First Chicago Trust Company
of New York, a corporation organized under the laws of the State of New York
(“First Chicago”), and EquiServe Trust Company, N.A., a national association
(“EquiServe”), and amends the Amended and Restated Rights Agreement dated as of
December 16, 1998 (the “Rights Agreement”) between the Company and First
Chicago.
WHEREAS, the
Company and First Chicago are currently parties to the Rights Agreement,
pursuant to which First Chicago serves as Rights Agent;
WHEREAS, First
Chicago intends to resign as Rights Agent and the Company intends to appoint
EquiServe to succeed First Chicago as Rights Agent; and
WHEREAS,
EquiServe wishes to accept the appointment as successor Rights Agent and the
parties hereto wish to make certain changes to the Rights Agreement to
facilitate this succession.
NOW, THEREFORE,
the Company, First Chicago and EquiServe agree as follows:
1.
Resignation of First Chicago as Rights Agent. Pursuant to Section 21 of
the Rights Agreement, First Chicago hereby resigns as Rights Agent, and the
Company accepts such resignation, effective as of 12:01 a.m., New York time,
December 31, 2001.
2.
Appointment of EquiServe as Successor Rights Agent. Pursuant to Section
21 of the Rights Agreement, the Company hereby appoints EquiServe as successor
Rights Agent, and EquiServe hereby accepts such appointment, effective as of
12:01 a.m., New York time, December 31, 2001, subject to all the terms and
conditions of the Rights Agreement as amended hereby. EquiServe hereby
represents and warrants to the Company that it meets the qualifications of
a
successor rights agent as set forth in Section 21 of the Rights Agreement.
3. Amendments
to Rights Agreement. The parties hereto agree that the Rights Agreement
shall be amended as provided below, effective as of the date of this Amendment
except as may otherwise be provided below:
(a)
From and after the time that the appointment of EquiServe as successor Rights
Agent is effective all references in the Rights Agreement (including all
exhibits thereto) to First Chicago as Rights Agent shall be deemed to refer
to
EquiServe as successor Rights Agent. From and after the effective date of this
Amendment, all references in the Rights Agreement to the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended by this Amendment.
(b)
Section 3(c) of the Rights Agreement shall be amended as of the effective time
of the appointment of EquiServe as successor Rights Agent by adding a sentence,
substantially in the form of the following sentence, immediately after the
last
sentence of the legend set forth therein:
Effective as of December 31, 2001, EquiServe Trust
Company, N.A., succeeded First Chicago Trust Company of New York
as Rights
Agent.
|
The following legend, or a legend substantially similar thereto,
may, in the alternative be affixed.
This certificate also evidences and entitles the
holder
hereof to certain rights as set forth in an Amended and Restated
Rights
Agreement between CIGNA Corporation and EquiServe Trust Company,
N.A. (as
successor Rights Agent), dated as of December 31, 2001, as amended
from
time to time (the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at
the
principal offices of CIGNA Corporation. Under certain circumstances,
as
set forth in the Rights Agreement, such Rights will be evidenced
by
separate certificates and will no longer be evidenced by this certificate.
CIGNA Corporation will mail to the holder of this certificate a copy
of
the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or
becomes
an Acquiring Person or an Affiliate or Associate thereof (as defined
in
the Rights Agreement) and certain related persons, whether currently
held
by or on behalf of such Person or by any subsequent holder, may become
null and void.
|
(c)
Section 26 of the Rights Agreement is amended by deleting the name and address
of First Chicago and substituting the following therefor:
EquiServe Trust Company, N.A.
000 Xxxxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx |
4.
Miscellaneous.
(a)
Except as otherwise expressly provided, or unless the context otherwise
requires, all terms used herein have the meanings assigned to them in the Rights
Agreement.
(b)
Each party hereto waives any requirement under the Rights Agreement that any
additional notice be provided to it pertaining to the matters covered by this
Amendment.
(c)
This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which counterparts shall together
constitute but one and the same document.
IN WITNESS
WHEREOF, the parties have caused this Amendment to be duly executed as of the
day and year first written above.
CIGNA CORPORATION | |
By: /s/ Xxxxx X. Xxxx | |
Name: Xxxxx X. Xxxx | |
Title: Corporate Secretary | |
FIRST CHICAGO TRUST COMPANY | |
OF NEW YORK | |
By: /s/ X. X. Xxxxx | |
Name: X. X. Xxxxx | |
Title: Chief Marketing Officer | |
EQUISERVE TRUST COMPANY, N.A. | |
By: /s/ Xxxxxx X. Ferrari | |
Name: Xxxxxx X. Ferrari | |
Title: Senior Managing Director |