EXHIBIT 10
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT TO RIGHTS AGREEMENT, dated as of March 27, 2002, (this
"Amendment"), to the Rights Agreement, dated as of January 5, 2000 (the "Rights
Agreement"), by and between Unocal Corporation (the "Company") and ChaseMellon
Shareholders Services, L.L.C. (now Mellon Investor Services LLC, a New Jersey
limited liability company), as Rights Agent (the "Rights Agent"). Terms used
herein but not defined shall have the meaning assigned to them in the Rights
Agreement.
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of such Section 27; and
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interest of the Company and its stockholders to amend the Rights
Agreement to provide that any "Person" that is a "Qualified Institutional
Investor" (as defined herein) will not be deemed an "Acquiring Person."
NOW, THEREFORE, the Company and the Rights Agent hereby amend the Rights
Agreement as follows:
1. Section 1 of the Rights Agreement is hereby amended to include the
following new definition in the appropriate alphabetical position, with the
subsequent definitions being appropriately re-lettered and cross-references
thereto being appropriately revised:
(p) "Qualified Institutional Investor" shall mean, as of any time of
determination, a Person that is described in Rule 13d-1(b)(1) promulgated under
the Exchange Act (as such Rule is in effect on the date hereof) and is eligible
to report (and, if such Person is the Beneficial Owner of greater than 5% of the
Common Shares of the Company, does in fact report) beneficial ownership of
Common Shares of the Company on Schedule 13G, and such Person (i) is not
required to file a Schedule 13D (or any successor or comparable report) with
respect to its beneficial ownership of Common Shares of the Company, (ii) shall
be the Beneficial Owner of less than 15% of the Common Shares of the Company
then outstanding (including in such calculation the holdings of all of such
Person's Affiliates and Associates other than those which, under published
interpretations of the SEC or its Staff, are eligible to file separate reports
on Schedule 13G with respect to their beneficial ownership of the Common Shares
of the Company) and (iii) shall be the Beneficial Owner of less than 20% of the
Common Shares of the Company then outstanding.
2. Section 1(a) of the Rights Agreement is hereby modified, amended and
restated in its entirety as follows:
(a) "Acquiring Person" shall mean any Person who or which, together with
all Affiliates and Associates of such Person, shall be the Beneficial Owner of
15% or more of the Common Shares of the Company then outstanding, but shall not
include (i) the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan or (ii) a Qualified
Institutional Investor. Notwithstanding the foregoing, no Person shall become an
"Acquiring Person" as the result of an acquisition of Common Shares by the
Company which, by reducing the number of Common Shares of the Company
outstanding, increases the proportionate number of Common Shares of the Company
beneficially owned by such Person to 15% or more of the Common Shares of the
Company then outstanding; provided, however, that, if a Person shall become the
Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person." Notwithstanding the foregoing, if the Board of Directors of
the Company determines in good faith that a Person who would otherwise be an
"Acquiring Person," as defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of Common Shares so that such Person
would no longer be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.
3. Section 26 of the Rights Agreement is hereby modified and amended by
substituting the name "Mellon Investor Services LLC" for "ChaseMellon
Shareholder Services, L.L.C." in the two places where the latter appears.
4. Exhibit B to the Rights Agreement, being the form of Rights Certificate,
is hereby modified and amended by (a) inserting in the third line of the first
paragraph following the words "dated as of January 5, 2000" the words ", as
amended as of March 27, 2002" and (b) substituting the name "Mellon Investor
Services LLC" for the name "ChaseMellon Shareholder Services, L.L.C. "in the
fifth line of the first paragraph on page B-1 and in the signature block on page
B-3.
5. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts made and
performed entirely within such State; provided, however, that all provisions
regarding the rights, duties and obligations of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.
6. Except as specifically amended by this Agreement, all other terms and
conditions of the Rights Agreement shall remain in full force and effect and are
hereby ratified and confirmed.
IN WITNESS WHEREOF, this Amendment has been duly executed by the Company
and the Rights Agent as of the day and year first written above.
Attest: UNOCAL CORPORATION
By: /s/ BRIGITTE M. DEWEZ By: /s/ DENNIS P.R. CODON
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Name: Brigitte M. Dewez Name: Dennis P.R. Codon
Title: Corporate Secretary Title: Senior Vice President,
General Counsel & Chief
Legal Officer
Attest: MELLON INVESTOR SERVICES LLC
(as Rights Agent)
By: /s/ SHARON KNEPPER By: /s/ JAMES KIRKLAND
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Name: Sharon Knepper Name: James Kirkland
Title: Vice President Title: Assistant Vice President