FOURTH AMENDMENT TO RIGHTS AGREEMENT

 

                                                                   EXHIBIT 10.16

                      FOURTH AMENDMENT TO RIGHTS AGREEMENT

                  This Amendment, dated as of March 31, 1998 (the "Amendment"),
between Medusa Corporation, an Ohio corporation (the "Company"), and First
Chicago Trust Company of New York (successor to Society National Bank, successor
to National City Bank), as rights agent (the "Rights Agent").

                  WHEREAS, the Company and the Rights Agent are parties to a
Rights Agreement dated as of October 13, 1988 and as amended as of August 20,
1990, February 3, 1995 and May 22, 1997 (as so amended, the "Agreement"); and

                  WHEREAS, pursuant to Section 27 of the Agreement, the Company
and the Rights Agent desire to amend the Agreement as set forth below.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:

                  Section 1.        Amendments to Section 1.

                  (a) The definitions of "Beneficial Owner" and "beneficially
own" are amended by adding the following at the end thereof:

         "Notwithstanding anything contained in this Agreement to the contrary,
         neither Parent, Sub, nor any of their Affiliates or Associates shall be
         deemed to be the Beneficial Owner of, nor to beneficially own, any of
         the Common Shares of the Company solely by virtue of the approval,
         execution or delivery of the Merger Agreement or the consummation of
         the transactions contemplated thereby."

                  (b) The following definitions are added to Section 1 of the
         Agreement:

         ""Sub" shall mean Bedrock Merger Corp., an Ohio corporation."

         ""Parent" shall mean Southdown, Inc., a Louisiana corporation."

         ""Merger" shall mean the merger of Sub with and into the Company in
         accordance with the General Corporation Law of the State of Ohio upon
         the terms and subject to the conditions set forth in the Merger
         Agreement."

         ""Merger Agreement" shall mean the Agreement and Plan of Merger, dated
         as of March 17, 1998, by and among Parent, Sub and the Company, as the
         same shall be amended from time to time in accordance with the Merger
         Agreement."

                  Section 2.        Expiration Date.

                  Section 7(a) of the Agreement is hereby amended by adding to
the end thereof the following:

         ""Notwithstanding the foregoing, the Rights may not be exercised at or
         after the Effective Time (as defined in the Merger Agreement)."

                  Section 3.        Consolidation, Merger or Sale or Transfer of
                                    Assets or Earning Power.

                  Section 13 of the Agreement is hereby amended by adding to the
end thereof the following:

         "Notwithstanding anything contained in this Section 13 to the contrary,
         the approval, execution, and delivery of the Merger Agreement and the
         consummation of the transactions contemplated thereby shall be excluded
         and exempt from the operation of and will not trigger the provisions of
         this Section 13."

                  Section 4.        New Section 34.

                  The following is added as a new Section 34 to the Agreement:

                  "Section 34.      The Merger, etc.

         Notwithstanding anything contained in this Agreement to the contrary,
         the approval, execution and delivery of the Merger Agreement and the
         consummation of the transactions contemplated thereby shall not cause
         (i) Parent or Sub or any of their Affiliates or Associates to be an
         Acquiring Person, (ii) a Shares Acquisition Date to occur or (iii) a
         Distribution Date to occur, which Distribution Date, if any, shall
         instead be indefinitely deferred until such time as the Board of
         Directors may otherwise determine."

                  Section 5.        Severability. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, void 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.

                  Section 6.        Governing Law. This Amendment shall be
deemed to be a contract made under the laws of the State of Ohio and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts made and to be performed entirely within such
State.

                  Section 7.        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.

                  Section 8.        Effect of Amendment.  Except as expressly 
modified herein the Agreement shall remain in full force and effect.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed all as of the day and year first above written.

                                       MEDUSA CORPORATION

                                       By  /s/Robert D. Vilsack
                                           -------------------------------
                                           Name:  Robert D. Vilsack
                                           Title: Vice President

                                       FIRST CHICAGO TRUST COMPANY
                                       OF NEW YORK

                                       By: /s/Joanne Gorostiola
                                           -------------------------------
                                           Name:  Joanne Gorostiola
                                           Title: Assistant Vice President 

Basic Info X:

Name: FOURTH AMENDMENT TO RIGHTS AGREEMENT
Type: Fourth Amendment to Rights Agreement
Date: May 11, 1998
Company: SOUTHDOWN INC
State: Louisiana

Other info:

Date:

  • March 31 , 1998
  • October 13 , 1988
  • August 20 , 1990
  • February 3 , 1995
  • May 22 , 1997
  • March 17 , 1998

Organization:

  • First Chicago Trust Company of New York
  • Society National Bank
  • National City Bank
  • Bedrock Merger Corp.
  • Southdown , Inc.
  • General Corporation Law of the State of Ohio
  • Board of Directors

Location:

  • Louisiana
  • State of Ohio
  • NEW YORK

Person:

  • sRobert D. Vilsack
  • Joanne Gorostiola