Exhibit 2
AMENDMENT NO. 1
TO AMENDED RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment") dated as of October 15,
2000 to the Amended Rights Agreement (the "Rights Agreement") dated as of
March 16, 1989, as amended as of April 28, 1998, between Texaco Inc., a
Delaware corporation (the "Company"), and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company has entered into an Agreement and Plan of Merger
dated as of October 15, 2000 among the Company, Chevron Corporation, a Delaware
corporation ("Chevron"), and Keepep Inc., a Delaware corporation and
wholly-owned subsidiary of Chevron (the "Merger Agreement"); and
WHEREAS, the Board of Directors of the Company has approved,
authorized and adopted the Merger Agreement and the transactions contemplated
thereby and, subject to certain conditions, is bound to recommend to the
stockholders of the Company the approval and adoption of the Merger Agreement;
and
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement and the transactions contemplated thereby,
it is desirable to amend the Rights Agreement as set forth herein and that such
amendment is generally consistent with the purposes for which the Rights
Agreement was executed; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended as follows:
SECTION 1. Proposed Merger. A new Section 3(d) shall be added to
the Rights Agreement as follows:
"(d) Notwithstanding anything in this Agreement to the contrary,
(i) no Distribution Date, Stock Acquisition Date or Triggering Event
shall be deemed to have occurred, (ii) none of Chevron Corporation, a
Delaware corporation ("Chevron"), any of its Subsidiaries or any of
their
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respective Affiliates or Associates (collectively, the "Acquisition
Group") shall be deemed to have become an Acquiring Person (or
otherwise become the Beneficial Owner of 20% or more of the shares of
Common Stock) and (iii) no holder of Rights shall be entitled to any
rights or benefits pursuant to Section 7, Section 11, Section 13, or
any other provision of this Agreement, in each case by reason of (w)
the approval, execution, delivery and performance of the Agreement and
Plan of Merger dated as of October 15, 2000 among the Company, Chevron
and Keepep Inc. (the "Merger Agreement"), (x) the approval, execution,
delivery and performance of the Stock Option Agreement ("Stock Option
Agreement") dated as of October 15, 2000 between the Company and
Chevron pursuant to which the Company grants Chevron an option to
purchase shares of Common Stock, (y) the approval of the Merger
Agreement by the stockholders of the Company or (z) the consummation
of any of the transactions contemplated by the Merger Agreement or the
Stock Option Agreement; provided that in the event that one or more
members of the Acquisition Group collectively become the Beneficial
Owner of 20% or more of the Common Stock then outstanding in any
manner other than as set forth in the Merger Agreement or the Stock
Option Agreement, the provisions of this sentence (other than this
proviso) shall terminate."
SECTION 2. Effectiveness. This Amendment shall be deemed effective as
of the date first set forth above and immediately prior to the execution of the
Merger Agreement. Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
SECTION 3. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware 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.
This Amendment may be executed in any number of counterparts, 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. If any
term, provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TEXACO INC.
By: /s/ Peter I. Bijur
---------------------------------
Name: Peter I. Bijur
Title: Chairman of the Board and
Chief Executive Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.,
as Rights Agent
By: /s/ Stanley E. Siekierski
--------------------------------
Name: Stanley E. Siekierski
Title: Vice President
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