AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 to the Rights Agreement dated as of May 22, 1989
between BSB Bancorp, Inc. (the "Company") and Chase Lincoln First Bank, N.A.
("Chase") (the "Agreement") is entered into this 29th day of January, 1996 by
and between the Company and American Stock Transfer & Trust Company ("AST").
WHEREAS, the Company has appointed AST as the
successor Rights Agent under the Agreement; and
WHEREAS, Section 21 of the Agreement currently provides that any
successor Rights Agent shall have "at the time of its appointment as Rights
Agent a combined and surplus of at least $50 million" and the Company has waived
such requirement with respect to AST;
NOW, THEREFORE, BE IT RESOLVED, that Section 21 of the Agreement shall
be amended by deleting the language "a combined capital and surplus of at least
$50 million" and replacing it with "a combined capital and surplus of at least
$10 million";
RESOLVED, that all references in the Agreement to
Chase shall be deemed to be references to AST; and
RESOLVED, that in all other respects, the
Agreement shall remain unchanged.
IN WITNESS WHEREOF, each of the undersigned has executed this
Amendment No. 1 to the Agreement as of the date set forth above.
BSB BANCORP, INC.
Attest:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------ Chairman and Chief Executive
Title Vice President and Officer
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Secretary
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name ▇▇▇▇▇ ▇▇▇▇▇▇ Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title Assistant Secretary Title VICE PRESIDENT
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