Exhibit 99.1
SECOND SUPPLEMENT
TO
AMENDED AND RESTATED RIGHTS AGREEMENT
THIS SECOND SUPPLEMENT dated June 1, 1998, between City Holding
Company, a West Virginia corporation (the "Company"), and SunTrust Bank,
Atlanta, a Georgia banking corporation ("SunTrust" or the "Rights Agent"), to
the AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of May 7, 1991 (the
"Agreement") between the Company and Sovran Bank, N.A., a national banking
association, as supplemented by the FIRST SUPPLEMENT TO AMENDED AND RESTATED
RIGHTS AGREEMENT, dated as of August __, 1992 between the Company and The Fifth
Third Bank, Cincinnati, Ohio ("Fifth Third"), recites and provides:
A. Section 21 of the Agreement permits the Company to remove a Rights Agent
and appoint a successor Rights Agent.
B. The Company has appointed SunTrust as the Rights Agent under the
Agreement effective June 1, 1998.
C. Pursuant to Section 21 of the Agreement, the Company has notified Fifth
Third that Fifth Third is being removed as the Rights Agent under the Agreement
effective June 1, 1998.
D. SunTrust is willing to serve as the Rights Agent under the terms of the
Agreement.
E. Section 27 of the Agreement permits the Agreement to be supplemented
without the approval of any holder of the Rights prior to the earlier of the
Distribution Date or the occurrence of a Triggering Event, neither of which has
occurred.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the Company and SunTrust agree as follows:
1. Section 1(d) of the Agreement shall be restated as follows:
"Business Day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in the states of
New York, Virginia, West Virginia or Georgia are authorized or
obligated by law or executive order to close.
2. Section 2 of the Agreement shall be restated as follows:
Appointment of Rights Agent. The Company hereby appoints
SunTrust Bank, Atlanta, a Georgia banking corporation
("SunTrust" or the "Rights Agent"), as the Rights Agent under
the Agreement, to act as agent for the Company and the holders
of the Rights (who, subject to the provisions of Section 7(e)
of the Agreement and in accordance with Section 3 of the
Agreement, shall prior to the Distribution Date also be
holders of Common Stock) in accordance with the terms and
conditions of the Agreement and this Second Supplement, and
SunTrust hereby accepts such appointment. The Company may from
time to time appoint such Co-Rights Agents as it may deem
necessary or desirable.
3. Section 21 of the Agreement shall be restated as follows:
Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties
under this Agreement upon 30 days' notice in writing mailed to
the Company, and to each transfer agent of the Common Stock
and Preferred Stock, by registered or certified mail. The
Company may remove the Rights Agent or any successor Rights
Agent upon 30 days' notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Stock and Preferred Stock,
by registered or certified mail, and to the holders of the
Rights Certificates by first-class mail. If the Rights Agent
shall resign or be removed or shall otherwise become incapable
of acting, the Company shall appoint a successor to the Rights
Agent. If the Company shall fail to make such appointment
within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Rights Agent
or by the holder of a Rights Certificate (who shall, with such
notice, submit his Rights Certificate for inspection by the
Company), then any registered holder of any Rights Certificate
may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent,
whether appointed by the Company or by such a court, shall be
a corporation organized and doing business under the laws of
the United States or of the states of New York, Virginia, West
Virginia or Georgia (or of any other state of the United
States so long as such corporation is authorized to do
business as a banking institution in New York, Virginia, West
Virginia or Georgia), in good standing, having a principal
office in New York, Virginia, West Virginia or Georgia, that
is authorized under such laws to exercise corporate trust
powers and is subject to supervision or examination by federal
or state authority and that has at the time of its appointment
as Rights Agent a combined capital and surplus of at least
$100,000,000. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent
any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date
of any such appointment, the Company shall file notice thereof
in writing with the predecessor Rights Agent and each transfer
agent of the Common Stock and the Preferred Stock, and mail a
notice thereof in writing to the registered holders of the
Rights Certificates. Failure to give any notice provided for
in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights
Agent, as the case may be.
4. Section 26 of the Agreement shall be restated as follows:
Notices. Notices or demands authorized by this Agreement to be
given or made by the Rights Agent or by the holder of any
Rights Certificate to or on the Company shall be sufficiently
given or made if sent by first-class mail, postage prepaid,
addressed (until another address is filed in writing with the
Rights Agent) as follows:
City Holding Company
25 Gatewater Road
Cross Lanes, West Virginia 25313
Attention: Chief Financial Officer
Subject to the provisions of Section 21 of the Agreement, any
notice or demand authorized by this Agreement to be given or
made by the Company or by the holder of any Rights Certificate
to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Company) as
follows:
SunTrust Bank, Atlanta
Post Office Box 4625
Atlanta, Georgia 30302-4625
Attention: Stock Transfer Department
Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Rights Certificate (or, if prior to the Distribution Date, to
the holder of certificates representing shares of Common
Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of
the Company.
5. Other Referrals to Sovran Bank, N.A. or The Fifth Third
Bank in the Agreement are deemed to be referrals to SunTrust.
6. Effect of Second Supplement. The Agreement, as supplemented
and amended by the First Supplement and this Second Supplement, is in all
respects ratified and confirmed, and the Agreement, the First Supplement and
this Second Supplement shall be construed as one and the same instrument.
7. Definitions. All terms used in this Second Supplement not
otherwise defined herein that are defined in the Agreement shall have the
meanings set forth therein.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplement to be duly executed, all as of the day and year first above written.
CITY HOLDING COMPANY
By /s/ Steven J. Day
-----------------
Steven J. Day
President and Chief
Executive Officer
SUNTRUST BANK, ATLANTA
By /s/ Bryan Echols
----------------
Name: Bryan Echols
Title: Vice President