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EXHIBIT 3(c)
AMENDMENT TO RIGHTS AGREEMENT
Pursuant to Section 27 of the Rights Agreement, dated as of December 8,
1998 (the "Agreement"), between Xxxxxxx Incorporated, a Connecticut corporation
(the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey
limited liability company, as Rights Agent (the "Rights Agent"), the Company and
the Rights Agent hereby agree to amend the Agreement as follows:
1. Section 1(kk) of the Agreement is hereby amended to read in its
entirety as follows:
(kk) "Series A Preferred Stock" shall mean the Series A Junior
Participating Preferred Stock, without par value, of the Company
having the rights and preferences set forth in the Form of Certificate
of Amendment, as corrected, attached to this Agreement as Exhibit A.
2. Section 1(ll) of the Agreement is hereby amended to read in its
entirety as follows:
(ll) "Series B Preferred Stock" shall mean the Series B Junior
Participating Preferred Stock, without par value, of the Company
having the rights and preferences set forth in the Form of Certificate
of Amendment, as corrected, attached to this Agreement as Exhibit B.
3. In the paragraph on page A-1 of Exhibit A to the Agreement which
begins with the word "RESOLVED," the words "par value $10.00 per
share" are hereby deleted and replaced with the words "without par
value".
4. In the paragraph on page B-1 of Exhibit B to the Agreement which
begins with the word "RESOLVED," the words "par value $10.00 per
share" are hereby deleted and replaced with the words "without par
value".
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Rights
Agreement to be duly executed as of September 9, 1999.
Xxxxxxx Incorporated
By: /s/Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President, General Counsel
and Secretary
ChaseMellon Shareholder Services, L.L.C.,
As Rights Agent
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Vice President
