FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment, dated as of July 27, 2000 (the "Amendment"), to the
Rights Agreement (the "Rights Agreement"), dated as of September 24, 1999,
between Aetna Inc. (the "Company") and First Chicago Trust Company of New York,
as Rights Agent (the "Rights Agent").
WHEREAS, the Company has entered into an Agreement and Plan of
Restructuring and Merger, dated as of July 19, 2000, among the Company, ING
America Insurance Holdings, Inc. and ANB Acquisition Corp. and, for certain
limited purposes, ING Groep N.V. (the "Merger Agreement");
WHEREAS, the Merger Agreement provides that, prior to the Effective Time
(as defined in the Merger Agreement), the board of directors of the Company
shall take all necessary action to ensure that neither the execution of the
Merger Agreement nor the consummation of the transactions contemplated thereby
triggers any rights under the Rights Agreement;
WHEREAS, Section 28 of the Rights Agreement provides that, for so long as
the Rights (as defined in the Rights Agreement) are then redeemable, the Company
may and the Rights Agent shall, if the Company so directs, supplement or amend
any provision of the Rights Agreement in any respect without the approval of any
holders of shares of Common Stock (as defined in the Rights Agreement);
WHEREAS, the Rights are currently redeemable;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
Section 1. Amendments to Section 1 of the Agreement. (a) The definition of
"Beneficial Owner" in Section 1 of the Agreement is hereby amended by adding the
following additional proviso to follow the first proviso to such definition:
"; provided further, however, that neither ING Groep N.V. nor any
Affiliate of ING Groep N.V. shall be deemed, solely by reason of
that certain Agreement and Plan of Restructuring and Merger among
ING America Insurance Holdings, Inc., ANB Acquisition Corp., the
Company and, for limited purposes only, ING Groep N.V., dated as
of July 19, 2000 (the "Merger Agreement"), to have "Beneficial
Ownership" of or to "beneficially own" or to be a
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"Beneficial Owner" of any securities of the Company for purposes
of this Agreement,"
(b) The definition of "Final Expiration Date" in Section 1 of the Rights
Agreement is hereby amended by deleting the definition of "Final Expiration
Date" and replacing it with the following:
"the earlier of (i) the "Distribution Time" (as defined in the
Distribution Agreement to be entered into pursuant to the Merger
Agreement) and (ii) the close of business on November 8, 2009."
Section 2. Additional Matters. Notwithstanding any provision of the Rights
Agreement to the contrary, neither the execution of the Merger Agreement nor the
consummation of the transactions contemplated thereby shall, in and of itself,
result in the occurrence of a "Distribution Date", "Stock Acquisition Date" or
"Triggering Event" under the Rights Agreement.
Section 3. Entire Agreement; Restatement. Other than as expressly amended
by either Section 1 or Section 2 of this Amendment, the Rights Agreement shall
remain in full force and effect unaffected hereby. The Rights Agreement, as
amended by this Amendment, is hereinafter referred to as the "Agreement," and
the parties hereto hereby agree that the Agreement may be restated to reflect
the amendments provided for in this Amendment.
Section 4. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF CONNECTICUT AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE
TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT THAT
THE RIGHTS AND OBLIGATIONS OF THE RIGHTS AGENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
Section 5. 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 one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers as of the day and year first above
written.
AETNA INC.
By: /s/Alfred P. Quirk, Jr.
-----------------------
Name: Alfred P. Quirk, Jr.
Title: Vice President-Finance and
Treasurer
151 Farmington Avenue
Hartford, Connecticut 06156
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/John Piskadlo
-----------------------
Name: John Piskadlo
Title: Senior Account Manager
525 Washington Boulevard
Suite 4660
Jersey City, New Jersey 07310
Attention: Corporate Actions
Administration
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