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EXHIBIT 4.3
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT BETWEEN
ADMINISTAFF, INC.
AND
HARRIS TRUST AND SAVINGS BANK, AS RIGHTS AGENT
THIS AMENDMENT NO. 1 ("Amendment No. 1") to the Rights
Agreement, dated as of February 4, 1998 (the "Rights Agreement"), is by and
between Administaff, Inc., a Delaware corporation (the "Company"), and Harris
Trust and Savings Bank, as Rights Agent (the "Rights Agent"). This Amendment
No. 1 is dated as of March 9, 1998. Capitalized terms used herein but not
defined shall have the meanings assigned to such terms in the Rights Agreement.
R E C I T A L S:
WHEREAS, the Company and the Rights Agent have heretofore
executed the Rights Agreement; and
WHEREAS, the Company desires to amend the Rights Agreement to
revise clause (iii) of the definition of "Exempt Person" included in Section
1(p) thereof; and
WHEREAS, in accordance with Section 27 of the Rights
Agreement the Rights Agreement may be amended without the approval of any
holders of Rights;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth and in accordance with Section 27 of the
Rights Agreement, the parties hereby agree as follows:
1. Clause (iii) of the definition of "Exempt Person" included
in Section 1(p) of the Rights Agreement is hereby amended, effective
as of the date set forth above, by revising such clause (iii) to read
in its entirety as follows:
"(iii) American Express Travel Related Services
Company ("AXTRSC"), its Affiliates and Associates
(provided that, for purposes of this sub-clause
(iii) only, the terms Affiliate and Associate as
used with respect to AXTRSC shall not include
nonemployee directors of AXTRSC or its affiliates
that are in the investment advisory, discretionary
money management, asset management, brokerage,
insurance, annuity, lending or similar business to
the extent such non-employee directors are acting
for their own account or for the account of, or
investing the funds of, their respective customers
or clients or funds advised or distributed by
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them) (collectively, the "AMEX Stockholders"),
provided that the AMEX Stockholders shall cease to
be an Exempt Person if the shares of which the AMEX
Stockholders are the Beneficial Owner exceed 19.9%
of the Common Stock determined on a Fully Diluted
Basis at the time of calculation (the "AMEX
Threshold"); provided, however, that (A) if during
the term of this Agreement the AMEX Stockholders
sell, transfer or otherwise dispose of any shares of
Common Stock of which the AMEX Stockholders are a
Beneficial Owner and after giving effect to (and
solely as a result of) such sale(s), transfer(s) or
disposition(s) the AMEX Stockholders Beneficially
Own less than 15.8% of the Common Stock on a Fully
Diluted Basis, the AMEX Threshold shall be reduced
to that percentage of the Common Stock of which the
AMEX Stockholders are a Beneficial Owner, determined
on a Fully Diluted Basis immediately after giving
effect to such sale, transfer or other disposition
(assuming for purposes of such calculation that
after giving effect to the closing of the
transactions contemplated by the Securities Purchase
Agreement, dated as of January 27, 1998, as amended
("AMEX Investment Agreement"), among the Company,
its subsidiaries and AXTRSC the AMEX Stockholders
were the Beneficial Owner of 19.9% of the Common
Stock determined on a Fully Diluted Basis), and (B)
if the AMEX Threshold is reduced during the term of
this Agreement to 15% or less, then the AMEX
Threshold shall be 15%. As used in clause (iii) of
this definition, the term "Fully Diluted Basis"
means the sum, without duplication, of (i) all
shares of Common Stock then outstanding (as such
term is used in the definition of Beneficial
Ownership in Section 1(d) hereof), (ii) shares of
Common Stock issuable upon the exercise of all
outstanding warrants, options and other rights to
acquire Common Stock, directly or indirectly, and
(iii) Common Stock issuable upon conversion of all
securities convertible, directly or indirectly, into
Common Stock."
2. Except to the extent amended by this Amendment No. 1,
the Rights Agreement shall continue in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and attested, all as of the day and year first
above written.
ADMINISTAFF, INC.
By: /s/ Paul J. Sarvadi
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Name: Paul J. Sarvadi
Title: President and
Chief Executive Officer
HARRIS TRUST AND SAVINGS BANK,
as Rights Agent
By: /s/ Lorraine Rodewald
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Name: Lorraine Rodewald
Title: Assistant Vice President