AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
Amendment No. 2 to the Rights Agreement, dated as of February
16, 2000 (the "Amendment"), by and between The Mead Corporation, an Ohio
corporation (the "Company"), and BankBoston, N.A. (formerly The First
National Bank of Boston), a national banking association organized under
the laws of the United States of America, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement on November 9, 1996 and Amendment No. 1 on December 7, 1999
thereto (collectively, the "Agreement");
WHEREAS, pursuant to Section 26 of the Agreement, the Company
has determined to modify the terms of the Agreement in certain respects.
NOW, THEREFORE, in consideration of the promises and mutual
agreements herein set forth, and intending to be legally bound hereby, the
parties hereto agree that the Agreement shall be and hereby is amended in
the following manner:
Section 1. Amendment of Reservation and Availability of Common Shares.
Section 9(a) of the Agreement is hereby amended in its entirety to read as
follows:
"The Company covenants and agrees that from after the time that the
Rights first become exercisable and except as provided in Section
11(a)(iii) or in the following sentence, the Company will cause to be
reserved and kept available for issuance upon exercise of the Rights
out of its authorized and unissued Common Shares or Common Shares
held in its treasury, all Common Shares which are not reserved for
other purposes. The foregoing notwithstanding, if at the time the
Rights first become exercisable (other than as a result of a
Triggering Event), the sum of the number of authorized, but unissued
Common Shares and the number of Common Shares held in treasury
(including for this purpose the number of authorized, but unissued
shares or treasury shares reserved for issuance upon exercise of the
Rights) minus the number of Common Shares (whether authorized, but
unissued shares or treasury shares) reserved for issuance for
purposes other than upon exercise of the Rights is not sufficient to
permit the exercise in full of the Rights for Common Shares, each
Right shall thereafter be exercisable for a fraction of a Common
Share and such other consideration designated by the Board of
Directors of the Company which the Board of Directors of the Company
has determined, based on the advice of a nationally recognized investment
banking firm selected by the Board of Directors of the Company, to
have a value equal to the Common Share (or fraction thereof) for
which the Right may otherwise have been exercisable. Common Shares
shall not be deemed reserved hereunder and, as such, unavailable for
other purposes, unless and until the Rights first become exercisable.
The provisions of this Section 9(a) shall be interpreted in a manner
consistent with Section 11(a)(iii)".
Section 2. Amendment of Appointment of Rights Agent. Section 2 of the
Agreement is hereby amended by inserting the following which appears at the
end thereof:
", upon ten (10) days' prior written notice to the Rights Agent. The
Rights Agent shall have no duty to supervise, and shall in no event
be liable for, the acts or omissions of any such co-Rights Agent".
Section 3. Amendment of Concerning the Rights Agent. Section 18 is
hereby amended by inserting the word "gross" in front of the words
"negligence, bad faith or willful misconduct" in the tenth line of Section
18.
Section 4. Amendment of Duties of Rights Agent. Section 20(c) is
hereby amended by inserting the word "gross" in front of the words
"negligence, bad faith or willful misconduct" in the second line of Section
20.
Section 5. Changing the Name of Rights Agent. All references in the
Agreement to "The First National Bank of Boston" are hereby amended to read
"BankBoston, N. A."
Section 6. "Agreement" as Amended. The term "Agreement" as used in
the Agreement shall be deemed to refer to the Agreement as amended hereby,
and all references to the Agreement shall be deemed to include this
Amendment.
Section 7. Effectiveness. This Amendment shall be effective as of the
date first written above, and except as set forth herein, the Agreement
shall remain in full force and effect and otherwise shall be unaffected
hereby.
Section 8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested as of the date first written
above.
THE MEAD CORPORATION
By: /s/ Timothy R. McLevish
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Name: Timothy R. McLevish
Title:Vice President and CFO
BANKBOSTON, N.A.
By: /s/ Tyler H. Hanes
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Name: Tyler H. Hanes
Title:Director, Client Services