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EXHIBIT 4.
AMENDMENT NO. 2 TO RIGHTS AGREEMENT BETWEEN ASTORIA FINANCIAL
CORPORATION AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS
RIGHTS AGENT
This Amendment No. 2 to Rights Agreement, dated as of September 15, 1999
(the "Amendment"), is entered into by and between Astoria Financial Corporation,
a Delaware corporation, having an office at One Astoria Federal Plaza, Lake
Success, New York 11042-1085 (the "Corporation"), and ChaseMellon Shareholder
Services, L.L.C., a New Jersey limited liability company, with an office at 85
Challenger Road, Overpeck Centre, Ridgefield Park, New Jersey 07660 (the "Rights
Agent").
WITNESSETH:
WHEREAS, the Corporation and the Rights Agent desire to amend certain
sections of the Rights Agreement, as and to the extent set forth in this
Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereby agree as follows:
Section 1. Definitions. Except to the extent otherwise specified
herein, capitalized terms used in this Agreement shall have the meanings
ascribed to them in the Rights Agreement.
Section 2. Amendments.
(a) Section 1(h) of the Rights Agreement is hereby amended by
deleting the section in its entirety and renumbering Sections 1(i) through (bb)
to be Sections 1(h) through (aa),respectively.
(b) Section 3(b) of the Rights Agreement is hereby amended by
deleting the words "by at least a majority of the Continuing Directors,".
(c) Section 11(b) of the Rights Agreement is hereby amended by
deleting the words "by at least a majority of the Continuing Directors".
(d) Section 11(c) of the Rights Agreement is hereby amended by
deleting the words "by at least a majority of the Continuing Directors".
(e) Section 27 of the Rights Agreement is hereby amended and
restated in its entirety as follows:
Section 27. Supplements and Amendments.
The Corporation may, at any time prior to the time a Person becomes an
Acquiring Person, by resolution of its Board of Directors, from time to time
supplement or amend this Agreement without the approval of any holders of Right
Certificates in any respect, any such supplement or amendment to be evidenced by
a writing signed by the Corporation and the Rights Agent; provided, however,
that from and after such time as any Person becomes an Acquiring Person, this
Agreement may be amended by the Board of Directors of the Corporation in any
manner which would not adversely affect the interests of any holders of Right
Certificates (other than an Acquiring Person or an Affiliate of Associate
thereof.). Upon the delivery of a certificate from an executive officer of the
Corporation which states that the proposed supplement or amendment is in
compliance with the terms of this Section 27, the Rights Agent shall execute
such supplement or amendment, provided that the Rights Agent shall not be
required to consent to any amendment or supplement that is adverse to its
interests. Without limiting the foregoing, the Corporation may, at any time
prior to such time as any Person becomes an Acquiring Person, amend this
Agreement to lower the thresholds set forth in Sections 1(a) and 3(b) hereof to
not less than the largest percentage of the outstanding Common Shares then known
by the Corporation to be beneficially owned by any Person."
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(f) Section 29(a) of the Rights Agreement is hereby amended by deleting
the parenthetical "(including, where specifically provided for herein, the
Continuing Directors)" in both places in the first sentence of subsection (a).
(g) Section 29(a)(ii) of the Rights Agreement is hereby amended by
deleting the words "or the Continuing Director".
(h) Section 29(a)(ii)(y) of the Rights Agreement is hereby amended by
deleting the parenthetical "(or the Continuing Directors)".
(i) Section 29(b) of the Rights Agreement is hereby amended by deleting
the words "and the Continuing Directors".
Section 3. Condition Precedent to Amendment. The amendment contemplated by
Section 2 hereof is subject to the satisfaction of the following condition
precedent:
(a) Amendment. This Amendment shall have been duly executed and
delivered by each of the parties hereto.
Section 4. Reference to and Effect Upon the Rights Agreement.
(a) Except as specifically amended in Section 2 above, the Rights
Agreement and each exhibit thereto shall remain in full force and effect and
each is hereby ratified and confirmed.
(b) The execution, delivery and effect of this Amendment shall be
limited precisely as written and shall not be deemed to (i) be a consent to any
waiver of any term or condition, or to any amendment or modification of any term
or condition (except as specifically amended in Section 2 above) of the Rights
Agreement or (ii) prejudice any right, power or remedy which the Rights Agent
now has or may have in the future under or in connection with the Rights
Agreement. Each reference in the Rights Agreement to "this Agreement",
"hereunder", "hereof', "herein" or any other word or words of similar import
shall mean and be a reference to the Rights Agreement as amended hereby.
Section 5. 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.
Section 6. Governing Law. This Amendment 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 entirely within such State.
Section 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 of the provisions hereof.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
ASTORIA FINANCIAL CORPORATION
By: /s/ George L. Engelke, Jr.
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Name: George L. Engelke, Jr.
Title: Chairman, President and
Chief Executive Officer
Attest:
By: /s/ William K. Sheerin
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Name: William K. Sheerin
Title: Executive Vice President and Secretary
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By: /s/ Robert Kavanagh
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Name: Robert Kavanagh
Title: Vice President
Attest:
By: /s/ Jared Fassler
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Name: Jared Fassler
Title: Assistant Vice President
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