Exhibit 4.4
AMENDMENT AGREEMENT
This Amendment Agreement is made this 16th day of June 1997 among
Chartwell Re Corporation, a Delaware Corporation (the "Company"), Fleet National
Bank of Connecticut ("Fleet") as Rights Agent (the "Rights Agent"), and State
Street Bank and Trust Company, as Successor Rights Agent (the "Successor Rights
Agent").
WHEREAS, the Company and the Rights Agent have entered into a Rights
Agreement, dated as of May 22, 1997 (the "Rights Agreement");
WHEREAS, State Street Bank and Trust Company has replaced Fleet as the
Company's transfer agent and registrar; and
WHEREAS, the Company and the Rights Agent want to amend the Rights
Agreement in order to terminate Fleet's appointment as Rights Agent and to
appoint State Street Bank and Trust Company as Successor rights Agent.
NOW, THEREFORE, in consideration of the mutual premises and the
agreements and provisions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Words and expressions which appear in this Amendment Agreement and which are
defined in the Rights Agreement, shall bear the same meaning in that agreement.
2. The parties hereto hereby agree that the Rights Agreement shall be amended
as follows:
(i)Page 10, Section 2. Appointment of Rights Agent, immediately after the
word "desirable" the following should be inserted:
(ii) ", upon ten (10) days' prior written notice to the Rights Agent. The
Rights Agent shall have no duty to supervise, and in no event be liable
for, the acts or omissions of any such co-Rights Agent."
(iii) Page 12, Section 3, Issue of Right Certificate. (c) the legend should
be amended by substituting the name State Street Bank and Trust Company
for Fleet National Bank of Connecticut.
(iv) Page 59, Section 18. Concerning the Rights Agent. (a) the word "gross"
should be inserted immediately before negligence.
(v)Page 62, Section 20. Duties of Rights Agent. (c) the word "gross" should
be inserted immediately before negligence.
(vi) On page 67, Section 21. Change of Rights Agent. "company" should
replace "corporation."
(vii) Page 75, any notice or demand authorized by this Agreement should be
sent to the Rights Agent as follows:
State Street Bank and Trust Company
c/o Boston EquiServe
Mail Stop 45-02-06
150 Royall Street
Canton, Massachusetts 02021
Attn: William Gustafson
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(viii) Exhibit B, Form of Right Certificate, pages 1 and 6, substitute the
name State Street Bank and Trust Company for Fleet National Bank of
Connecticut as Rights Agent.
(ix) In Exhibit C, page 1, substitute the name State Street Bank and Trust
Company for Fleet National Bank of Connecticut.
3. The parties hereto agree that the rights, obligations and liabilities of the
parties under the Rights Agreement shall in no way be affected by the execution
of this Amendment Agreement.
4. This Agreement shall be binding upon and inure to the benefit of the parties
hereto or their successors or assigns. No party may assign this Agreement
without the prior written consent of the other party to this Agreement.
5. This Agreement is entered into and is governed by the laws of the State of
Connecticut without regard to the conflict of law principles thereof.
IN WITNESS WHEREOF, the parties have cased this Amendment Agreement to
be executed by their authorized representatives.
CHARTWELL RE CORPORATION STATE STREET BANK AND TRUST COMPANY
By: /s/ Steven J. Bensinger By: /s/ Katherine Anderson
----------------------- ------------------------
Name: Steven J. Bensinger Name: Katherine Anderson
Title: President Title: Director, Client Services
FLEET NATIONAL BANK OF
CONNECTICUT
By:/s/ Kenneth N. Caesar
----------------------
Name: Kenneth N. Caesar
Title: Vice President
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