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Exhibit 4.3
CONSENT AND AMENDMENT
To ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Inc.:
Reference is made to each of the following agreements and certificates
to which the undersigned is a party or which evidences an award previously made
to the undersigned (collectively, the "Agreements"):
1. Stockholders' Agreement, dated as of February 14, 1986, among
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Inc. and its stockholders a party thereto.
2. Each nonqualified stock option agreement, including all appendices
and amendments thereto and each voting agreement entered into
pursuant thereto, under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Inc. 1986 Stock
Option Plan, as amended.
3. Each award agreement, including all appendices and amendments
thereto and each voting agreement entered into pursuant thereto,
under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Inc. Performance Unit Plan, as
amended.
4. Each award agreement or certificate (including without limitation
each option agreement, stock unit agreement, stock restriction
agreement, option certificate and stock unit certificate), including
all appendices and amendments thereto and each voting agreement
entered into pursuant thereto, under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group Inc.
1988 Equity Incentive Compensation Plan, as amended.
The undersigned hereby consents to the amendment of each of the
Agreements, effective January 31, 1996, (1) so that each Agreement shall be
governed by the laws of the State of Delaware (including without limitation the
1994 amendments to Section 218 of the Delaware General Corporation Law (the
"DGCL")) and (2) so as to confirm (notwithstanding the lmitation on the term of
stockholder voting agreements and voting trust agreements imposed by Delaware
law prior to the 1994 amendments to Section 218 of the DGCL) that the
undertakings and covenants of the undersigned set forth in the Agreements,
including without limitation the covenants of the undersigned with respect to
the voting of shares of common stock, par value $1.00 per share, of ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Group Inc., shall continue in full force and effect until they have
terminated or expired in accordance with the terms of the Agreements, as so
amended.
IN WITNESS WHEREOF, the undersigned has executed this Consent and
Amendment as of the date indicated below.
Signature: _______________________________
Name (please print): _______________________________
Date: January 31, 1996
