EXHIBIT 4.4
Amendment No. 2 to Rights Agreement
THIS AMENDMENT NO. 2 ("Amendment No. 2"), dated as of December 15, 1997, to
the Rights Agreement, dated as of September 16, 1994, as amended by Amendment
No. 1, dated as of January 9, 1996 (as amended, the "Rights Agreement"), by and
between MSB Bancorp, Inc., a Delaware corporation (the "Corporation"), and
Mellon Bank, N.A., a national banking organization having an office c/o Mellon
Securities Trust Company, 000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Rights
Agent"). Unless otherwise provided herein, all capitalized terms shall have the
meanings set forth in the Rights Agreement.
WHEREAS, no Person has become an Acquiring Person; and
WHEREAS, the Board of Directors of the Corporation, in connection with the
Agreement and Plan of Merger, dated December 15, 1997 (the "Merger Agreement"),
by and among the Corporation, MSB Bank and HUBCO, Inc. ("HUBCO"), has authorized
the Corporation to enter into a Stock Option Agreement (the "Option Agreement")
with HUBCO, which provides for the Corporation's grant to HUBCO of an option
(the "Option") to purchase 600,000 shares of the Corporation's common stock, par
value $.01 par share (the "Common Stock"), on the terms and conditions set forth
in the Option Agreement; and
WHEREAS, the Board of Directors of the Corporation, subject to certain
conditions, desires to amend the Rights Agreement to exclude the acquisition of
the Option and the Common Stock by HUBCO pursuant to the Option Agreement from
the operation of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and covenants set forth in
the Rights Agreement and in this Amendment No. 2 thereto, the parties hereby
agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by inserting the
following phrase immediately following the phrase "but shall not include":
HUBCO, Inc. (the "Purchaser") or any Affiliate of the Purchaser
as a result of the Purchaser's right to acquire, or the
Purchaser's acquisition of, Common Shares of the Corporation
pursuant to the Agreement and Plan of Merger, dated December 15,
1997, by and among the Corporation, MSB Bank and the Purchaser,
and the related Stock Option Agreement to be entered into by and
between the Purchaser and the Corporation, as the same may be
amended, from time to time,
2. On and after the date of this Amendment No. 2, any reference in the
Rights Agreement (including the Exhibits thereto) to "This Agreement,"
"hereunder," "hereof," or "herein" or words of like import shall mean and be a
reference to the Rights Agreement as amended by this Amendment No. 2.
3. This Amendment No. 2 shall be effective as of the date and time of its
execution.
4. This Amendment No. 2 may be executed in counterparts, and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed and attested, all as of the day and year first above written.
MSB BANCORP, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
President and Chief
Executive Officer
Attest:
By: /s/ Xxxxx X. XxXxxx
----------------------------
Xxxxx X. XxXxxx
Corporate Secretary
MELLON BANK, N.A.,
as Rights Agent
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Attest:
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
-3-
