Exhibit 4.2


    EXHIBIT
      4.2 

    


    AMENDMENT
      NO. 1 TO RIGHTS AGREEMENT

    


    This
      Amendment No. 1 to Rights Agreement (the “Amendment”), dated as of August 15,
      2006, is made by and between Britton & Koontz Capital Corporation, a
      Mississippi corporation (the “Company”), and Britton & Koontz Bank, N.A.,
      formerly known as “Britton & Koontz First National Bank” (the “Rights
      Agent”). Capitalized terms used herein without definition shall have the
      meanings ascribed to them in the Rights Agreement (as defined
      below).

    


    WHEREAS,
      the Company and the Rights Agent are party to that certain Rights Agreement
      dated as of June 1, 1996 (the “Rights Agreement”), pursuant to which the Company
      issued one Right for each Common Share outstanding on the Record Date and for
      each Common Share issued between the Record Date and the earliest of the
      Distribution Date, the Redemption Date and the Final Expiration Date, each
      Right
      representing the right to purchase one Common Share, subject to adjustment,
      upon
      the terms and subject to the conditions set forth in the Rights
      Agreement;

    


    WHEREAS,
      under the Rights Agreement, if not exercised, redeemed or exchanged earlier,
      the
      Rights will expire on the Final Expiration Date, which is September 1,
      2006;

    


    WHEREAS,
      the Company desires to extend the Final Expiration Date and to make certain
      other amendments to the Rights Agreement in accordance with Section 27 of the
      Rights Agreement;

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements set forth
      herein and for other good and valuable consideration, the receipt and
      sufficiency of which the parties hereby expressly acknowledge, the parties
      hereto agree as follows:

    


    1. Amendments.
      The
      Rights Agreement (including, without limitation, Exhibit
      A
      and
Exhibit
      B
      thereto)
      is hereby amended as follows:

    


    (a) All
      references to “Britton & Koontz National Bank” and “Britton & Koontz
      First National Bank” are hereby amended to read “Britton & Koontz Bank,
      N.A.”.

    


    (b) All
      references to “par value $10.00 per share” as the par value of one Common Share
      are hereby amended to read “par value $2.50 per share”.

    


    (c) All
      references to “September 1, 2006” as the Final Expiration Date or the date on or
      before which a Right must be exercised are hereby amended to read “September 1,
      2016”.

    


    (d) All
      references to “$150.00” as the Purchase Price for each Common Share are hereby
      amended to read “$80.00”.

    


    (e) Section
      3(c) is hereby amended by deleting the first sentence of the legend set forth
      in
      such section in its entirety and substituting the following
      therefor:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      certificate also evidences and entitles the holder hereof to certain rights
      as
      set forth in a Rights Agreement between Britton & Koontz Capital Corporation
      and Britton & Koontz Bank, N.A., dated as of June 1, 1996, as amended by
      that certain Amendment No. 1 to Rights Agreement dated as of August 15, 2006
      (as
      so amended, and as it may from time to time be further amended, restated,
      modified, supplemented, extended or renewed, the “Rights Agreement”), the terms
      of which are hereby incorporated herein by reference and a copy of which is
      on
      file at the principal executive offices of Britton & Koontz Capital
      Corporation.

    


    (f) Section
      9
      is hereby amended by inserting the following two paragraphs after the final
      paragraph of such section:

    


    So
      long
      as the Common Shares issuable and deliverable upon the exercise of the Rights
      may be listed on any national securities exchange or included for quotation
      on
      any transaction reporting system, the Company shall use its best efforts to
      cause, from and after such time as the Rights become exercisable (but only
      to
      the extent that it is reasonably likely that the Rights will be exercised),
      all
      shares reserved for such issuance to be listed on such exchange or included
      for
      quotation on any such transaction reporting system upon official notice of
      issuance upon such exercise.

    


    The
      Company shall, if necessary, (i) prepare and file, upon, or as soon as possible
      following, the Distribution Date, a registration statement under the Securities
      Act of 1933, as amended (the “Act”), with respect to the securities purchasable
      upon exercise of the Rights on an appropriate form, (ii) cause such registration
      statement to become effective as soon as possible after such filing, and (iii)
      cause such registration statement to remain effective (with a prospectus at
      all
      times meeting the requirements of the Act) until no longer required to do so
      under the Act with respect to securities purchasable upon exercise of the
      Rights. The Company will also take all such action as may be required or as
      is
      appropriate under the securities or blue sky laws of such jurisdictions as
      may
      be necessary or appropriate with respect to the securities purchasable upon
      exercise of the Rights. Notwithstanding any provision of this Agreement to
      the
      contrary, the Rights shall not be exercisable in any jurisdiction if the
      requisite qualification in such jurisdiction shall not have been obtained,
      the
      exercise thereof shall not be permitted under applicable law, or a registration
      statement shall not have been declared effective.

    


    (g) Section
      26 is hereby amended in the following respects:

    


    (i) By
      deleting “W. Page Ogden” from the address for notices to or demands on the
      Company and substituting “President” therefor;

    


    (ii) By
      deleting “Bazile R. Lanneau, Jr.” from the address for notices to or demands on
      the Rights Agent and substituting “President” therefor.

    


    2. No
      Other Amendments.
      The
      Rights Agreement shall be deemed amended to the extent necessary to give effect
      to the foregoing. Except as amended hereby, the Rights Agreement shall remain
      in
      full force and effect. Nothing in this Amendment is intended to modify or affect
      in any way the rights and obligations of the parties arising under the Rights
      Agreement prior to the date hereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Effective
      Date.
      This
      Amendment shall be effective as of the date hereof.

    


    4. Counterparts.
      This
      Amendment may be executed in any number of counterparts, and 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.

    


    5. Governing
      Law.
      This
      Amendment shall be deemed to be a contract made under the laws of the State
      of
      Mississippi 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 entirely within such State.

    


    6. Severability.
      If any
      term, provision, covenant or restriction of this Amendment is held by a court
      of
      competent jurisdiction or other authority to be invalid, void or unenforceable,
      the remainder of the terms, provisions, covenants and restrictions of this
      Amendment shall remain in full force and effect and shall in no way be affected,
      impaired or invalidated.

    


    7. Descriptive
      Headings.
      Descriptive headings of the several Sections of this Amendment are inserted
      for
      convenience only and shall not control or affect the meaning or construction
      of
      any provisions hereof.

    


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

     

     

    

      Attest:       BRITTON
        & KOONTZ CAPITAL CORPORATION

       

      


       

      


       

      By:
        

            

      /s/
        Cliffie S. Anderson            /s/
        W. Page
        Ogden

      --------------------------          
        -------------------------       

      Print
        Name: Cliffie S. Anderson      Name:
        W.
        Page Ogden

      Title: Secretary     
        Title:
        President & CEO

       

       

       

      
 

       

      Attest:       BRITTON
        & KOONTZ BANK, N.A.

       

      
 

       

      By:
        

            

      /s/
        Annie K. Craft                /s/
        Rosemary I.
        Hall

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      Print
        Name: Annie K. Craft     Name:
        Rosemary I. Hall

      Title: Administrative
        Assistant       
         Title: Trust Officer