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EXHIBIT 4
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of October 19, 1998 ("First Amendment"),
to Rights Agreement dated as of May 13, 1997 (the "Rights Agreement"), between
SCPIE Holdings Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services LLC (the "Rights Agent"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Rights
Agreement.
WHEREAS, the Company and the Rights Agent previously entered into
the Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend any provision of
the Rights Agreement in accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of the foregoing promises and
mutual agreements set forth in this Amendment, the parties hereby amend the
Rights Agreement as follows:
1. Section 1.7 of the Rights Agreement is hereby deleted in its
entirety.
2. Section 3.1 of the Rights Agreement is hereby amended to
delete the words "; provided, however, that there must be Continuing Directors
then in office and any such postponement shall require the approval of at least
a majority of such Continuing Directors" at the end of the second sentence
thereof.
3. The first sentence of Section 11.1.2 is hereby amended to
delete the words "; PROVIDED, FURTHER, that nothing contained in this Section
11.1.2 shall limit or otherwise diminish the power of the Board of Directors
(or, if applicable, the Continuing Directors) to postpone the Distribution Date
pursuant to Section 3.1 or to extend the period during which the Rights may be
redeemed pursuant to Section 23.1."
4. The last sentence of Section 11.4.1 of the Rights Agreement
and the penultimate sentence of Section 11.4.2 of the Rights Agreement are
hereby amended, in each case, by deleting the words ", by a majority of the
Continuing Directors then in office, or if there are no Continuing Directors."
5. The second sentence of Section 22 of the Rights Agreement is
hereby amended to read in its entirety as follows:
"In addition, in connection with the issuance or sale of Common Shares
following the Distribution Date and prior to the Expiration Date, the
Company shall, with respect to Common Shares so issued or sold pursuant to
the exercise of stock
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options or under any employee plan or arrangement, granted or awarded, or
upon exercise, conversion or exchange of securities hereinafter issued by
the Company, in each case existing prior to the Distribution Date, issue
Right Certificates representing the appropriate number of Rights in
connection with such issuance or sale; PROVIDED, HOWEVER, that (i) no such
Right Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant
risk of material adverse tax consequences to the Company or the Person to
whom such Right Certificate would be issued and (ii) no such Right
Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance
thereof."
6. Section 23.1 of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"23.1 Right to Redeem. The Board of Directors of the Company may, at
its option, at any time prior to a Trigger Event, redeem all but not less
than all of the then outstanding Rights at a redemption price of $.01 per
Right, appropriately adjusted to reflect any stock split, stock dividend,
recapitalization or similar transaction occurring after the date hereof
(such redemption price being hereinafter referred to as the "Redemption
Price"), and the Company may, at its option, pay the Redemption Price in
Common Shares (based on the "current per share market price," determined
pursuant to Section 11.4, of the Common Shares at the time of redemption),
cash or any other form of consideration deemed appropriate by the Board of
Directors. The redemption of the Rights by the Board of Directors may be
made effective at such time, on such basis and subject to such conditions
as the Board of Directors in its sole discretion may establish."
7. Section 26 of the Rights Agreement is hereby amended by (a)
deleting "and subject to the last sentence of this Section 26" in the first and
second sentences, and (b) deleting clause (ii) of the second sentence thereof in
its entirety, renumbering clause (iii) of the second sentence to (ii), adding
the word "or" immediately prior to the new clause (ii) and deleting the words
"or the Redemption Date" and substituting therefor the words "pursuant to the
second sentence of Section 3.1" in the second proviso.
8. The fourth paragraph of Exhibit B to the Rights Plan ("Form of
Right Certificate") is hereby amended and restated in its entirety as follows:
"Subject to the provisions of the Rights Agreement, the Board of
Directors may, at its option, (i) redeem the Rights evidenced by this
Right Certificate at a redemption price of $.01 per Right or (ii) exchange
Common Shares for the Rights evidenced by this Certificate, in whole or in
part."
9. The tenth paragraph of Exhibit C to the Rights Plan (SUMMARY
OF RIGHTS TO PURCHASE PREFERRED SHARES), is hereby amended to (a) delete the
words "close of business on the tenth business day following the first date of
public announcement that a
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Person has become an Acquiring Person" and replace them with the words "time
that an Acquiring Person has become such" and (b) delete the second and third
sentences in their entirety.
10. This First Amendment shall be effective as of the date hereof
and, except as expressly set forth herein, the Rights Agreement shall remain in
full force and effect and be otherwise unaffected hereby.
11 This First Amendment may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all such counterparts shall together constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this First Amendment
as of the date first written above.
SCPIE HOLDINGS INC.
By: /s/ XXXXXX X. XXX
________________________________
Name: Xxxxxx X. Xxx
Title: President and Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES LLC
By:/S/ XXX X. XXXX
________________________________
Name: Xxx X. Xxxx
Title: Assistant Vice President
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