6
EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (this "Amendment") dated as of July 30,
2000, to the Rights Agreement (the "Rights Agreement")
dated as of July 1, 1996, among FPL GROUP, INC., a Florida
corporation (the "Company"), and FLEET NATIONAL BANK
(f/k/a/ THE FIRST NATIONAL BANK OF BOSTON), a national
banking association (the "Rights Agent").
WHEREAS the Company and the Rights Agent have previously entered
into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and
WHEREAS all acts and things necessary to make this Amendment a valid
agreement have been done and performed and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereto hereby agree as follows:
Section 1. Amendments to Section 1. (a) Section 1(a) of the Rights
Agreement hereby is amended by inserting the following at the end of such
section:
Notwithstanding anything in this Rights Agreement to the contrary,
none of Entergy Corporation, a Delaware corporation ("Entergy"), the
Company (as defined in the Merger Agreement (as hereinafter
defined)), Merger Sub A (as defined in the Merger Agreement) or
Merger Sub B (as defined in the Merger Agreement) or any of their
respective Affiliates or Associates shall become an Acquiring Person
solely as a result of (i) the adoption, approval, execution or
delivery of the Merger Agreement, (ii) the public announcement of
such adoption, approval, execution or delivery or (iii) the
consummation of the transactions contemplated or permitted by the
terms of the Merger Agreement.
(b) Section 1 of the Rights Agreement is hereby amended by adding a
new paragraph (p):
(p) "Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of July 30, 2000 (as the same may be amended or
supplemented), among the Company, Entergy, WCB Holding Corp., Ranger
Acquisition Corp. and Ring Acquisition Corp.
<PAGE>
7
Section 2. Addition of a new Section 34. The Rights Agreement is
hereby amended by adding a new Section 34 immediately after Section 33 thereof
to read in its entirety as follows:
Section 34. Excluded Transactions. Notwithstanding anything in this
Rights Agreement to the contrary, the occurrence of (1) the
adoption, approval, execution or delivery of the Merger Agreement,
(2) the public announcement of such adoption, approval, execution or
delivery or (3) the consummation of the transactions contemplated or
permitted by the terms of the Merger Agreement shall not, in each
case, individually or collectively, be deemed to constitute a Shares
Acquisition Date, Distribution Date or any other separation of the
Rights from the underlying Common Stock, nor entitle or permit the
holders of the Rights to exercise the Rights or otherwise affect the
rights of the holders of the Rights, including giving the holders of
the Rights the right to acquire securities of any party to the
Merger Agreement or any party to the transactions contemplated or
permitted by the terms of the Merger Agreement.
Section 3. Effective Date. This Amendment shall become effective
upon the execution and delivery of the Merger Agreement. If the Merger
Agreement is terminated without the FPL Effective Time and Entergy Effective
Time (each as defined in the Merger Agreement) having occurred, this amendment
shall thereafter be null and void.
Section 4. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Florida 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.
Section 6. 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
but one and the same instrument.
<PAGE>
8
Section 7. Rights Agreement as Amended. Upon the effectiveness of
this amendment, the term "Rights Agreement" as used in the Rights Agreement
shall refer to the Rights Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested, all as of the day and year first above written.
Attest: FPL GROUP, INC.,
By /s/ Paul Cutler By: /s/ Dennis P. Coyle
---------------------------- -----------------------
Name: Paul Cutler Name: Dennis P. Coyle
Title: Assistant Secretary Title: General Counsel and
Secretary
Attest: FLEET NATIONAL BANK,
By /s/ Julie E. Silver By: /s/ James J. Robinson
--------------------------- -----------------------
Name: Julie E. Silver Name: James J. Robinson
Title: Account Manager Title: Vice President
