EXHIBIT 2.2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of June 29, 1999, is entered into by and between BSB
Bancorp, Inc. ("BSB Bancorp") and Skaneateles Bancorp, Inc. ("SKAN").
WHEREAS, BSB Bancorp and SKAN (the "Parties") previously entered into an
Agreement and Plan of Merger (the "Agreement"), dated as of January 25, 1999;
and
WHEREAS, the Parties desire to amend the Agreement in certain respects as
provided below;
NOW, THEREFORE, in consideration of the matters set forth in the Recitals
to the Agreement, the mutual convenants contained in the Agreement and for other
valuable consideration, the Parties agree as follows:
1. The language in Section 5.4 of the Agreement shall be deleted and
replaced in its entirety as follows:
5.4 TERMINATION OF ESOP.
As soon as practicable after the date of this Agreement, but in no event
less than 24 hours prior to the Effective Time, SKAN and each SKAN Subsidiary
shall adopt all corporate resolutions necessary to: (i) freeze participation and
benefit accruals under all Plans that are intended to be "qualified" under Code
section 401 other than the Skaneateles Savings Bank 401(K) Savings Plan (the
"Qualified Plans"), effective no later than 24 hours prior to the Effective
Time; (ii) effective no later than 24 hours prior to the Effective Time,
terminate the Qualified Plans and (iii) effective no later than 24 hours prior
to the Effective Time, fully vest the participants in the Skaneateles Savings
Bank 401(K) Savings Plan in their account balances thereunder. As soon as
practicable after the date of this Agreement, but in no event less than 24 hours
prior to the Effective Time, SKAN and each SKAN Subsidiary shall contribute to
each Qualified Plan all contributions, including but not limited to employee
deferrals and related matching contributions, required or necessary under the
terms of such Qualified Plan covering the benefits that have accrued as of the
Effective Time. The Skaneateles Savings Bank 401(K) Savings Plan shall not be
terminated.
2. Except as provided above, the terms and conditions of the
Agreement shall remain unchanged.
3. This Amendment may be executed in counterparts, all of which
shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the
same counterpart.
IN WITNESS WHEREOF, BSB Bancorp and SKAN have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of this 29th day of June, 1999.
BSB BANCORP, INC.
ATTEST:
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxx X. XxXxxxxx
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Xxxxx X. Xxxxxxxxx Xxxx X. XxXxxxxx
Senior Vice President and President and Chief Executive
Corporate Secretary Officer
SKANEATELES BANCORP, INC.
ATTEST:
By: /s/ J. Xxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
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J. Xxxxx Xxxxxxx Xxxx X. Xxxxxxxx
Executive Vice President Chairman of the Board,
and Secretary President and Chief Executive
Officer
