**EXHIBIT 4.2**

 

 

**AMENDMENT TO**

**STOCKHOLDER PROTECTION RIGHTS AGREEMENT**

 

 

**AMENDMENT** (the “Amendment”), dated as of June 27, 2003, to the Stockholder Protection Rights Agreement,dated as of September 26, 2000 (the “Rights Agreement”), between Roslyn Bancorp, Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “RightsAgent”). 

 

 

**RECITALS**

 

**WHEREAS**, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement. 

 

**WHEREAS**, New York Community Bancorp, Inc., a Delaware corporation (“NYCB”) and the Company contemplate entering into an Agreement andPlan of Merger (the “Plan”) pursuant to which the Company will merge with and into the NYCB (the “Merger”). The Board of Directors of the Company has approved the Plan. 

 

**WHEREAS**, in connection with the Plan, NYCB and the Company contemplateentering into a stock option agreement (the “NYCB Stock Option Agreement”) pursuant to which the Company will grant to NYCB an option to purchase shares of the Company’s common stock, par value $0.01 per share, on the terms andsubject to the conditions set forth in the NYCB Stock Option Agreement. The Board of Directors of the Company has approved the NYCB Stock Option Agreement. 

 

**WHEREAS**, pursuant to Section 5.4 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement and amend the RightsAgreement. 

 

**WHEREAS**, the Board of Directors of theCompany has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the foregoing and the Company and the Rights Agent desire to evidence such amendment in writing. 

 

**WHEREAS**, all acts and things necessary to make this Amendment a validagreement, enforceable according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent.

 

Accordingly, the parties agree as follows: 

A.    Amendment of Section 1.1.    Section 1.1 of theRights Agreement is supplemented to add the following definitions in the appropriate locations: 

 

“NYCB” means New York Community Bancorp, Inc., a Delaware corporation. 

 

“Merger” shall mean the “Merger” as such term is defined in the Plan. 

 

“Plan” shall mean the Agreement and Plan of Merger, dated as ofJune 27, 2003, by and between the Company and NYCB, as it may be amended from time to time. 

 

“NYCB Stock Option Agreement” shall have the meaning set forth in the Plan. 

 

B.    Amendment of the definition of “Acquiring Person”.    The definition of “AcquiringPerson” in Section 1.1 of the Rights Agreement is amended by adding the following sentence at the end thereof: 

 

“Notwithstanding anything in this Rights Agreement to the contrary, NYCB shall not be deemed to be an Acquiring Person solely byvirtue of (i) the execution of the Plan or the NYCB Stock Option Agreement, (ii) the consummation of the Merger or (iii) the consummation of any other transaction contemplated in the Plan or the NYCB Stock Option Agreement.” 

 

C.    Amendment of the definition of “StockAcquisition Date”.    The definition of “Stock Acquisition Date” in Section 1.1 of the Rights Agreement is amended by adding the following sentence at the end thereof: 

 

“Notwithstanding anything in this Rights Agreement tothe contrary, a Stock Acquisition Date shall not be deemed to have occurred solely as the result of (i) the execution of the Plan or the NYCB Stock Option Agreement, (ii) the consummation of the Merger, or (iii) the consummation of any othertransaction contemplated in the Plan or the NYCB Stock Option Agreement.” 

 

D.    Amendment of definition of “Flip-in Date”.    The definition of “Flip-in Date” in Section 1.1 of the Rights Agreement is amended by adding thefollowing sentence at the end thereof: 

 

“Notwithstanding anything in this Rights Agreement to the contrary, a Flip-in Date shall not be deemed to have occurred solely as the result of (i) the execution of the Plan or the NYCB Stock Option Agreement, (ii) the consummation ofthe Merger, or (iii) the consummation of any other transaction contemplated in the Plan or the NYCB Stock Option Agreement.” 

 

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E.    Amendment of Section 2.3.    Section 2.3 of theRights Agreement is amended to add the following sentence at the end thereof as Section 2.3(h): 

 

“Nothing in this Rights Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights,remedies or claims under this Rights Agreement by virtue of the execution of the Plan or the NYCB Stock Option Agreement or by virtue of any of the transactions contemplated by the Plan or the NYCB Stock Option Agreement.” 

 

F.    Effectiveness.    ThisAmendment shall be deemed effective as of the date first written above, as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 

 

G.    Miscellaneous.    ThisAmendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirelywithin such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Ifany provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendmentshall remain in full force and effect and shall in no way be effected, impaired or invalidated. 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, allas of the date and year first above written. 

 

 

Attest:
   
ROSLYN BANCORP, INC.
By: 
/s/  R. PATRICK QUINN
   By: 
/s/  JOHN R. BRANSFIELD, JR.
  
Name:    R. Patrick Quinn

Title:      Corporate Secretary
     
Name:    John R. Bransfield, Jr.

Title:      Vice Chairman

 

 

Attest:
   
REGISTRAR AND TRANSFER COMPANY
By: 
/s/  Diane Sayek
   By: 
/s/  William P. Tatler
  
Name:    Diane Sayek

Title:      Vice President
     
Name:    William P. Tatler

Title:      Vice President

 

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