AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of October 29, 2000 (this
"Amendment"), to the Rights Agreement, dated as of April 14,1995 (the
"Rights Agreement"), between Republic Security Financial Corporation, a
Florida corporation (the "Company"), and The Bank of New York (as successor
to IBJ Schroder Bank & Trust Company), as rights agent (the "Rights
Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have previously
entered into the Rights Agreement; and
WHEREAS, no Distribution Date (as defined in Section 1(h) of
the Rights Agreement) has occurred as of the date of this Amendment; and
WHEREAS, Section 26 of the Rights Agreement provides that
the Company may from time to time supplement or amend the Rights Agreement
in accordance with the terms of Section 26; and
WHEREAS, the Company and Wachovia Corporation, a North
Carolina corporation ("Wachovia") have entered into an Agreement and Plan
of Merger, dated as of October 29, 2000 (the "Merger Agreement"), pursuant
to which a subsidiary of Wachovia will merge (the "Merger") with and into
the Company with the Company as the surviving corporation in the Merger;
and
WHEREAS, the Board of Directors has determined that the
transactions contemplated by the Merger Agreement are in the best interests
of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is
advisable and in the best interest of the Company and its stockholders to
amend the Rights Agreement to provide for the termination of the Rights
upon consummation of the Merger; and
WHEREAS, the Board of Directors of the Company has approved
and adopted this Amendment and directed that the proper officers take all
appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights
Agreement as follows:
1. The last sentence of subsection (d) of Section 13 of the
Rights Agreement is hereby amended in its entirety to read as follows:
"Upon consummation of the earlier of (A) any such
transaction contemplated by this section (d), or (B) the
merger of the Company and a subsidiary of Wachovia
Corporation, a North Carolina corporation ("Wachovia") as
contemplated by the Agreement and Plan of Merger, dated as
of October 29, 2000 (the "Merger Agreement"), by and between
the Company and Wachovia, all Rights hereunder shall
expire."
2. Section 15 of the Rights Agreement is hereby amended to
add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable
rights, remedies or claims under this Agreement in
connection with any transactions contemplated by the Merger
Agreement."
3. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
4. Capitalized terms used in this Amendment and not defined
herein shall have the meanings assigned thereto in the Rights Agreement.
5. 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.
6. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of
the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and attested as of the day and year
first above written.
REPUBLIC SECURITY FINANCIAL CORPORATION
By: /s/ Rudy E. Schupp
------------------------------
Name: Rudy E. Schupp
Title: Chairman, President and
Chief Executive Officer
THE BANK OF NEW YORK
By: /s/ Ming J. Shiang
------------------------------
Name: Ming J. Shiang
Title: Vice President
