APPOINTMENT OF SUCCESSOR RIGHTS AGENT
AND AMENDMENT TO THE RIGHTS AGREEMENT
THIS APPOINTMENT OF SUCCESSOR RIGHTS AGENT AND AMENDMENT TO THE RIGHTS
AGREEMENT (the "Amendment"), is made and entered into as of the first day of
June, 1999, by and between The Liberty Corporation (the "Company") and American
Stock Transfer & Trust Company ("American").
WITNESSETH:
WHEREAS, the Company and The Bank of New York have entered into the Rights
Agreement dated as of August 7, 1990 (the "Rights Agreement"); and
WHEREAS, pursuant to the Rights Agreement the Company appointed The Bank
of New York as Rights Agent to act as agent for the Company in accordance with
the terms and conditions set forth in the Rights Agreement; and
WHEREAS, The Bank of New York has resigned as Rights Agent and the Company
is desirous of appointing American as successor to the Rights Agent; and
WHEREAS, it is further desirous that the Rights Agreement be modified in
certain particulars.
NOW, THEREFORE, the parties hereto agree as follows:
1. Pursuant to Section 21, Change of Rights Agent, of the Rights
Agreement, the Company does hereby appoint American as the successor to the
Rights Agent and American does hereby accept the appointment as successor to
the Rights Agent.
2. Section 21, Change of Rights Agent, is hereby modified to require that
any successor Rights Agent at the time of its appointment as Rights Agent have
a combined capital and surplus of at least $10,000,000.
3. Section 25, Notices, is hereby modified to state that any notice or
demand to the Rights Agent authorized by the Rights Agreement will be
sufficient if given or made by first-class mail (postage prepaid) to (i) in the
case of any transfer or exchange of Right Certificates pursuant to Section 6,
American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York,
New York 10005, (ii) in the case of any exercise of Right Certificates pursuant
to Section 7, American Stock Transfer & Trust Company, 40 Wall Street, 46th
Floor, New
<PAGE>
York, New York 10005, and (iii) for all other purposes, American Stock Transfer
& Trust Company, 40 Wall Street, 46th Floor, New York, New York 10005.
4. In all respects other than as contained in paragraphs 1, 2 and 3 above,
the Rights Agreement shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
THE LIBERTY CORPORATION
By: /s/ Martha G. Williams
----------------------------------------
Martha G. Williams
Vice President, General Counsel &
Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
----------------------------------------
Herbert J. Lemmer
Vice President
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