Exhibit 4(c)
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment") dated as of
September 30, 2002 and effective as of October 4, 2002, between A. Schulman,
Inc., a Delaware corporation (the "Company"), and National City Bank, a national
banking association ("National City Bank").
W I T N E S S E T H
WHEREAS, the Company and Society National Bank (n/k/a KeyBank National
Association), a national banking association ("KeyBank") entered into that
certain Rights Agreement dated January 12, 1996 (the "Rights Agreement"),
pursuant to which the Company appointed KeyBank, and KeyBank agreed to act as,
the "Rights Agent", as that term is defined in and pursuant to the terms and
conditions set forth therein;
WHEREAS, effective May 27, 1997, pursuant to that certain Amendment No.
1 to Rights Agreement dated November 21, 1997, KeyBank resigned as the Rights
Agent and the Company appointed EquiServe Trust Company, N.A. (f/k/a/ First
Chicago Trust Company of New York) ("EquiServe") as successor Rights Agent; and
WHEREAS, the Company has determined that it is in its best interest to
remove EquiServe as the Rights Agent pursuant to its rights under Section 21 of
the Rights Agreement, and appoint National City Bank as the successor Rights
Agent.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
Section 1. APPOINTMENT OF SUCCESSOR RIGHTS AGENT. The Company hereby
appoints National City Bank as successor Rights Agent under the Rights
Agreement, effective as of the close of business on October 4, 2002, and
National City Bank hereby accepts such appointment.
Section 2. AMENDMENT OF RIGHTS AGREEMENT. Effective as of the
appointment of National City Bank as successor Rights Agent, the Rights
Agreement shall be and hereby is amended as follows:
(a) Section 25 of the Rights Agreement hereby is amended
deleting the following address for notice or demand to be given to the Rights
Agent:
"First Chicago Trust Company of New York
525 Washington Boulevard
Mall Suite 4660
Jersey City, New Jersey 07303-2533
Attention: Tenders & Exchanges Administration"
and substituting in lieu thereof the following:
"National City Bank
Corporate Trust Administration
629 Euclid Avenue, Suite 635
Cleveland, Ohio 44114"
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(b) All references in the Rights Agreement to "First Chicago
Trust Company of New York" as Rights Agent shall for all purposes be deemed to
refer instead to "National City Bank".
Section 3. RIGHTS AGREEMENT AS AMENDED. The term "Agreement" as used in
the Rights Agreement shall be deemed to refer to the Rights Agreement as amended
hereby. This Amendment shall be effective as of October 4, 2002 and, except as
set forth herein, the Rights Agreement shall remain in full force and effect and
otherwise shall be unaffected hereby.
Section 4. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be herewith affixed and
attested, as of the day and year first above written.
Attest: A. SCHULMAN, INC.
By: /S/ ROBERT A. STEFANKO
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Name: Name: Robert A. Stefanko
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Title: Title: Executive Vice President -
-------------------------- Finance and Administration
Attest: NATIONAL CITY BANK
/s/ KIMBERLY A. EDMOND By: /s/ SHARON R. BOUGHTER
- -------------------------------- --------------------------------
Name: Kimberly A. Edmond Name: Sharon R. Boughter
--------------------------- -----------------------------
Title: Administrative Assistant Title: Account Administrator
-------------------------- -----------------------------
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