EXHIBIT 4
AMENDMENT NO. FOUR TO THE
STOCKHOLDER PROTECTION RIGHTS AGREEMENT
dated as of March 21, 1996 between
PENNFED FINANCIAL SERVICES, INC.
and
REGISTRAR AND TRANSFER COMPANY
as Rights Agent
WHEREAS, the purpose of this document (this "Amendment") is to amend the
Stockholder Protection Rights Agreement, dated as of March 21, 1996 and amended
as of February 10, 1998, October 13, 1998 and October 30, 2003, between PennFed
Financial Services, Inc., a Maryland corporation, as successor by merger to
PennFed Financial Services, Inc., a Delaware corporation, and Registrar and
Transfer Company, as Rights Agent (the "Rights Agreement"); and
WHEREAS, this Amendment is in accordance with Section 5.4 of the Rights
Agreement.
NOW THEREFORE, in consideration of the premises, it is agreed as follows:
1. Section 1.1 of the Rights Agreement is hereby amended by revising the
definition of "Exercise Price" to read in its entirety as follows:
"Exercise Price" shall mean, as of any date, the price at which a
holder may purchase the securities or assets issuable upon exercise of one
whole Right. Until adjustment thereof in accordance with the terms hereof,
the Exercise Price shall equal $135.00.
2. Section 1.1 of the Rights Agreement is hereby further amended by revising the
definition of "Expiration Time" to read in its entirety as follows:
"Expiration Time" shall mean the earliest of (i) the Exchange Time,
(ii) the Redemption Time and (iii) the close of business on February 24,
2014.
3. Exhibit A to the Rights Agreement (the Form of Rights Certificate) is hereby
amended by revising the first paragraph thereof to read in its entirety as
follows:
"This certifies that ______________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions
and conditions of the Stockholder Protection Rights Agreement, dated as of
March 21, 1996 (as amended, the "Rights Agreement"), between PennFed
Financial Services, Inc. (the "Company") and Registrar and Transfer
Company, as Rights Agent (the "Rights Agent," which term shall include any
successor Rights Agent under the Rights Agreement), to purchase
from the Company at any time after the Separation Time (as such term is
defined in the Rights Agreement) and prior to the close of business on
February 24, 2014, one fully paid share of Common Stock, par value $.01 per
share (the "Common Stock"), of the Company (subject to adjustment as
provided in the Rights Agreement) at the Exercise Price referred to below,
upon presentation and surrender of this Rights Certificate with the Form of
Election to Exercise duly executed at the principal office of the Rights
Agent. The Exercise Price shall be $135.00 per Right and shall be subject
to adjustment in certain events as provided in the Rights Agreement."
4. This Amendment may be executed in counterparts, which together shall
constitute a single instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of this
24th day of February, 2004.
ATTEST: PENNFED FINANCIAL SERVICES INC.
By: /s/ Xxxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. XxXxxxxx
----------------------- -------------------------------------
Xxxxxxx X. XxXxxxxx Xxxxxx X. XxXxxxxx
Secretary President and Chief Executive Officer
ATTEST: REGISTRAR AND TRANSFER COMPANY
By: /s/ Xxxx Xxxx Xxxxxxx By: /s/ Xxxxxxx X. Tatler
----------------------- -------------------------------------
Name: Xxxx Xxxx Xxxxxxx Name: Xxxxxxx X. Tatler
Title: Exec. Vice President Title: Vice President
and Asst. Secretary
