AMENDMENT NO. 1 TO THE RIGHTS AGREEMEN
Amendment No. 1 to the Rights Agreement, dated as of December 7,
1999 (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, on November 9, 1996 the Company and the Rights Agent
entered into a Rights Agreement (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 Redemption and Termination Section. The last
sentence of Section 23(a) of the Agreement is hereby amended by deleting
the clause reference "(i)" and by deleting the following which appears at
the end thereof:
"or (ii) for a period of one hundred and eighty (180) days following
the effectiveness of an election in which (A) a majority of the Board
of Directors of the Company were elected by shareholder action by
written consent or (B) a majority of the Board of Directors of the
Company elected at a meeting of Shareholders were not nominated by the
Board of Directors in office immediately prior to such meeting, if
such redemption is reasonably likely to have the purpose or effect of
allowing any Person to become an Acquiring Person or otherwise
facilitating the occurrence of a Triggering Event or a transaction
with an Acquiring Person".
Section 2. Amendment of Form of Rights Certificate. The last
sentence of the sixth paragraph of Exhibit A to the Agreement is hereby
amended by deleting the clause reference "(i)" and the following which
appears at the end thereof:
"or (ii) for a period of 180 days following a change in the majority
of the Board of Directors of the Company resulting from a proxy
contest or consent solicitation".
Section 3. Amendment of Summary of Rights to Purchase Common Stock.
The last sentence of the tenth paragraph of Exhibit B to the Agreement is
hereby amended by deleting the clause reference "(i)" and the following
which appears at the end thereof:
"or (ii) for a period of 180 days following a change in the majority
of the Board of Directors of the Company resulting from a proxy
contest or consent solicitation".
Section 4. Amendment of Notices Section. The name of The Rights
Agent is hereby amended by deleting the reference to "The First National
Bank of Boston c/o Boston EquiServe, L.P." and the name "BankBoston, N.A.
c/o EquiServe Limited Partnership" is inserted.
Section 5. "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 6. 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 7. 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
/s/ Timothy R. McLevish
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Name: Timothy R. McLevish
Title: Vice President and CFO
BANKBOSTON, N.A.
/s/ Tyler H. Hanes
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Name: Tyler H. Hanes
Title: Director, Client Services