Exhibit 1.
Resolution of the Board of Directors of Arvin Industries, Inc.
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WHEREAS, the Board of Directors of Arvin Industries,
Inc. ("the Corporation") deems it desirable and in the best
interests of the Corporation and its stockholders that steps
be taken to preserve for stockholders the long-term value of
the Corporation; and
WHEREAS, the Board of Directors of the Corporation
believes that the preservation of the Corporation's long-
term value for its stockholders will be enhanced by an
amendment to extend the term of the Rights Agreement, dated
as of May 28, 1986, as amended as of February 23, 1989 and
November 10, 1994 (the "Rights Agreement") between the
Corporation and Harris Trust and Savings Bank, as Rights
Agent.
NOW, THEREFORE, BE IT RESOLVED, that pursuant to and in
accordance with Section 26 of the Rights Agreement the Board
of Directors of the Corporation has determined to amend the
Rights Agreement to extend the expiration date to June 13,
2006.
RESOLVED FURTHER, that the Board of Directors of the
Corporation hereby adopts, as if expressly set forth herein,
the form of any resolution required by any authority to be
filed in connection with any applications, consents to
service, issuer's covenants or other documents if (i) in the
opinion of the officers of the Corporation executing the
same, the adoption of such resolutions is necessary or
desirable and (ii) the Secretary or an Assistant Secretary
of the Corporation evidences such adoption by inserting in
the minutes of this meeting copies of such resolutions,
which will thereupon be deemed to be adopted by the Board of
Directors with the same force and effect as if presented at
this meeting.
RESOLVED FURTHER, that the proper officers of the
Corporation be, and each of them hereby is, authorized and
directed, jointly and severally, for and on behalf of the
Corporation, to execute and deliver any and all
certificates, agreements and other documents, take any and
all steps and do any and all things which they may deem
necessary or advisable in order to effectuate the purposes
of the foregoing resolutions.
RESOLVED FURTHER, that any actions taken by such
officers prior to the date of this meeting that are within
the authority conferred hereby are hereby ratified,
confirmed and approved in all respects as the act and deed
of the Corporation.
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AMENDMENT, dated as of May 10, 1996, to the
Rights Agreement, dated as of May 29, 1986, as amended as of
February 23, 1989 and November 10, 1994 (the "Rights
Agreement"), between Arvin Industries, Inc., an Indiana
corporation (the "Company"), and Harris Trust and Savings
Bank, as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement. Pursuant to
Section 26 of the Rights Agreement, the Company and the
Rights Agent may from time-to-time supplement or amend the
Rights Agreement in accordance with the provisions of
Section 26 thereof. All acts and things necessary to make
this Amendment a valid agreement, enforceable according to
its terms, have been done and performed, and the execution
and delivery of this Amendment by the Company and the Rights
Agent have been in all respects duly authorized by the
Company and the Rights Agent.
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as
follows:
1. Section 7 (a) (i) of the Rights Agreement
shall be deleted in its entirety and replaced with the
following:
(i) the close of business on June 13, 2006
(the "Final Expiration Date"), or
2. This Amendment to the Rights Agreement shall
be governed by and construed in accordance with the laws of
the State of Indiana and for all purposes shall be governed
by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely
within such State.
3. This Amendment to the Rights Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed an original
and all such counterparts shall together constitute but one
and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
4. Except as expressly set forth herein, this
Amendment to the Rights Agreement shall not by implication
or otherwise alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which
are ratified and affirmed in all respects and shall continue
in full force and effect.
5. If any term, provision, covenant or
restriction of this Amendment to the Rights Agreement is
held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this
Amendment to the Rights Agreement, and of the Rights
Agreement, shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as of
the date and year first above written.
Attest: Arvin Industries, Inc.
By: /s/ Ronald R. Snyder By: /s/ V. William Hunt
_______________________ _____________________
Attest: Harris Trust and Savings
Bank
By: /s/ Tod C. Shafer By: /s/ Bruce R. Hartney
_______________________ _____________________