EX-3
from 8-A12B/A
1 page
May 18, 1999 Mr. Michael Karfunkel American Stock Transfer & Trust Company 40 Wall Street New York, Ny 10005 Re: Appointment as Rights Agent Dear Mr. Karfunkel: Reference Is Made to the Common Stock Rights Agreement Dated as of June 14, 1990 Between Reebok International Ltd. (The "Company") and the the First National Bank of Boston (The "Bank") (The "Rights Agreement"). Pursuant to Section 21 of the Rights Agreement, the Company Hereby Appoints American Stock Transfer & Trust Company ("Ast") as Successor Rights Agent Under the Rights Agreement as of June 1, 1999 (A Copy of Which Has Been Provided to You) and Ast Hereby Agrees That (A) It Will Serve as Such Successor Rights Agent, (B) by Signing Below, It Shall Be a Party to the Rights Agreement Effective as of June 1, 1999 and Be Bound by All of the Terms and Conditions Thereof in Connection With Its Role as Rights Agent and (C) It Shall Be Deemed to Be Rights Agent for All Purposes of the Rights Agreement. Ast Further Agrees That It Will Mail a Notice of Its Appointment as Successor Rights Agent, in the Form Approved in Advance by the Company, to the Registered Holders of the Rights Certificates as Provided in Section 21 of the Rights Agreement. Sincerely, Reebok International Ltd. By: /S/ Kenneth Watchmaker Kenneth Watchmaker Executive Vice President and Chief Financial Officer Accepted and Agreed to by American Stock Transfer & Trust Company By: /S/ Michael Karfunkel Name: Michael Karfunkel Title: President Page 8 of 8
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