<PAGE> 1
EXHIBIT 99.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment No. 1") is
entered into as of September 14th, 2000 between Malan Realty Investors, Inc., a
Michigan corporation (the "Company"), and The Bank of New York, a New York
banking corporation (the "Rights Agent").
BACKGROUND
The Company and the Rights Agent are parties to that certain Rights
Agreement dated as of January 15, 1999 (the "Rights Agreement"), pursuant to
which the Company authorized and declared a dividend of one preferred share
purchase right for each outstanding share of the Company's common stock, which
at the time of issuance of the rights, entitled the holders thereof to purchase
from the Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock of the Company in connection with certain corporate
transactions.
The Board of Directors of the Company has deemed it advisable to amend
certain provisions of the Rights Agreement pursuant to Section 27 of the Rights
Agreement.
The Board is not taking this action in response to any particular
shareholder or any particular event.
Capitalized terms used in this Amendment No. 1 but not otherwise
defined herein shall have the respective meanings ascribed to them in the Rights
Agreement.
AGREEMENT
Accordingly, in consideration of the premises and the mutual agreements
set forth herein, the parties, intending to be legally bound, hereby agree as
follows:
1. Section 7(a) of the Rights Agreement is hereby amended by deleting
therefrom the words "January 15, 2009" and inserting in their place the words
"September 15th, 2000."
2. This Amendment No. 1 shall be deemed effective on the date hereof.
3. This Amendment No. 1 shall be deemed to be a contract made under the
laws of the State of Michigan and for all purposes will be governed by and
construed in accordance with the laws of Michigan applicable to contracts to be
made and performed entirely within Michigan.
4. This Amendment No. 1 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> 2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested, all as of the day and year first written
above.
Malan Realty Investors, Inc.
By: ______________________
Name: Michael K. Kaline
Title: President
The Bank of New York
By: ______________________
Name: ______________________
Title: ______________________
