FIRST AMENDMENT
TO
RIGHTS AGREEMENT
Amendment, dated February 16, 1999 to the Rights Agreement,
dated as of June 18, 1998 (the "Rights Agreement"), between NAC Re Corp., a
Delaware corporation (the "Company"), and American Stock Transfer & Trust Co.,
as rights agent (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement to specify the terms of the Rights (as defined therein); and
WHEREAS, the Board of Directors of the Company and the Rights Agent
deem it desirable to amend the Rights Agreement pursuant to the provisions of
Section 26 of the Rights Agreement to make certain modifications to the Rights
Agreement, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 1(d)(ii)(A) of the Rights Agreement hereby is amended to
read in its entirety as follows:
"(A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time or the fulfillment of a
condition or both) pursuant to any agreement, arrangement or
understanding (excluding any merger agreement entered into with the
Company and any stock option agreement entered into in connection
therewith which has been approved by the Board of Directors of the
Company), or upon the exercise of conversion rights, exchange rights,
other rights (other than the Rights), warrants or options or otherwise;
provided, however, that a Person shall not be deemed the "Beneficial
Owner" of, or to "Beneficially Own," securities tendered pursuant to a
tender or exchange offer made by such Person or any of such Person's
Affiliates or Associates until such tendered securities are accepted
for purchase or exchange or"
2. Section 7(a)(ii) of the Rights Agreement hereby is amended to read
in its entirety as follows:
"(ii) the date on which the Rights are redeemed as provided in
Section 23 hereof, the date on which the Rights are exchanged as
provided in Section 27 hereof, or the date that any merger of the
Company and any other entity that has been approved by the Board of
Directors of the Company becomes effective under the relevant
provisions of the Delaware General Corporation Law (such earlier date
being herein referred to as the "Expiration Date")."
3. This Amendment may be executed in any number of counterparts each
of which shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
4. Except as specifically provided in this Amendment to the Rights
Agreement, the Rights Agreement shall remain in full force and effect and shall
in no way be amended, modified or affected.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement to be duly executed, all as of the day and year first above
written.
NAC Re Corp.
By: /s/ Xxxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxxx X. Xxxxx, Xx.
Title: President and
Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST CO.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President