FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of December 9, 1999, to the
Rights Agreement, dated as of February 13, 1998 (the "Rights
Agreement"), between Xxxx Burnie Bancorp, a Maryland corporation
(the "Company") and The Bank of Xxxx Burnie, a Maryland banking
corporation, as rights agent (the "Rights Agent").
WITNESSETH
WHEREAS, pursuant to Section 27 of the Rights Agreement,
the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement prior to a Distribution
Date without the approval of the stockholders provided, that no
proposed supplement or amendment shall be effective unless (i)
there are Continuing Outside Directors and (ii) a majority of
such Continuing Outside Directors, at a meeting of the Board
duly called and held, votes in favor of the adoption of such
proposed supplement or amendment; and
WHEREAS, the Board has determined that no Distribution Date
has occurred and that there are Continuing Outside Directors;
and
WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement as provided herein and a majority of such
Continuing Outside Directors, at a meeting of the Board duly
called and held, have voted in favor of such amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereby
agree as follows:
1. AMENDMENT TO THE DEFINITION OF EXEMPT PERSON.
Section 1(s)of the Rights Agreement is hereby amended
by deleting the period at the end of clause (vi) thereof and
adding the following clause(vii)immediately thereafter:
, or (vii) any Person who becomes the Beneficial Owner of
10% or more of the shares of Common Stock then outstanding
(but less than 10 1/4%) and who(x)reported or is required
or permitted to report such ownership on Schedule 13G under
the Exchange Act (or any comparable or successor report),
or on Schedule 13D under the Exchange Act (or any
comparable or successor report), which Schedule 13D does
not state any intention to or reserve the right to control
or influence the management or policies of the Company or
engage in any of the actions specified in Item 4 of such
Schedule (other than the disposition of the Common
Stock),and(y), within five Business Days of being requested
by the Company, certifies to the Company that they become
the Beneficial Owner of 10% or more of the outstanding
shares of Common Stock inadvertently or without knowledge
of the terms of the Rights and divests
sufficient shares of Common Stock such that such Person
together with their Affiliates or Associates is no longer
the Beneficial Owner of 10% or more of the shares of Common
Stock then outstanding, and (z), in the event a record date
shall have been fixed for the purpose of determining the
stockholders entitled to vote at an annual or special
meeting of stockholders while such Person, together with
its Affiliates and Associates, was the Beneficial Owner of
10% or more of the Common Stock then outstanding, such
Person shall cause to be voted on each proposal presented
at such annual or special meeting in the same proportion as
the votes cast by all other stockholders an amount of
shares of Common Stock Beneficially Owned by such Person
equal to the difference between the aggregate number of
shares of Common Stock Beneficially Owned by it and the
number of shares equal to 10% of the shares of Common Stock
outstanding on such record date; provided, however, that if
the Person requested to so certify and divest as provided
in clause (y) fails to do so within five Business Days of
such request, then such Person shall cease to be an Exempt
Person immediately after such five-Business-Day Period.
2. RATIFICATION OF ORIGINAL RIGHTS AGREEMENT. Except as
amended hereby, the Rights Agreement remains unchanged and is
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to be duly executed and their respective
corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.
ATTEST: XXXX BURNIE BANCORP
By: /s/ Xxxx X. Xxxxxx By: /s/ F. Xxxxxxx Xxxxxx, Xx.
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Name: Xxxx X. Xxxxxx Name: F. Xxxxxxx Xxxxxx, Xx.
Title: Chairman of the Board Title: President and Chief
of Xxxx Burnie Bancorp Executive Officer
ATTEST: THE BANK OF XXXX BURNIE,
as Rights Agent
By: /s/ Xxxx X. Xxxxxx By: /s/ F. Xxxxxxx Xxxxxx, Xx.
--------------------- -----------------------------
Name: Xxxx X. Xxxxxx Name: F. Xxxxxxx Xxxxxx, Xx.
Title: Chairman of the Board Title: President and Chief
of Xxxx Burnie Bancorp Executive Officer
