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EXHIBIT 99.2
AMENDMENT TO
RIGHTS AGREEMENT
This AMENDMENT TO RIGHTS AGREEMENT (this "AMENDMENT"), dated as of May
17, 1999, is entered into by and between ST. XXXX BANCORP, INC., a Delaware
corporation (the "COMPANY"), and THE FIRST NATIONAL BANK OF BOSTON, a national
banking association (the "RIGHTS AGENT").
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of October 26, 1992 (the "AGREEMENT"); and
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided for herein; and
WHEREAS, Board of Directors of the Company has authorized the execution
and delivery of this Amendment to the Rights Agreement in connection with the
merger transaction between the Company and Charter One Financial, Inc., a
Delaware corporation ("COFI"); and
WHEREAS, this Amendment is being executed prior to the execution and
delivery of the Stock Option Agreement between the Company and COFI;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Terms used in this Amendment which are
defined in the Agreement shall have the meaning assigned to such terms in the
Agreement unless otherwise defined herein.
SECTION 2. AMENDMENT TO AGREEMENT. The definition of "Beneficial Owner"
in Section 1 of the Agreement is hereby amended to add the following paragraph
at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
for purposes of this Agreement, neither Charter One Financial, Inc. nor
any of its Affiliates or Associates shall be deemed a "Beneficial
Owner" of, or to "beneficially own," any shares of any class of capital
stock of the Company as a result of the execution, delivery or
performance of the Agreement and Plan of Merger dated as of May 17,
1999 among Charter One Financial, Inc., Charter Michigan Bancorp, Inc.
and the Company, as amended from time to time, the Stock Option
Agreement dated as of May 17, 1999
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between Charter One Financial, Inc. and the Company, as amended from
time to time, or the consummation of any of the transactions
contemplated thereunder."
SECTION 3. MISCELLANEOUS.
3.1 GOVERNING LAW; SEVERABILITY. THIS AMENDMENT IS TO BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, APPLICABLE
TO CONTRACTS MADE AND TO BE ENTIRELY PERFORMED IN SAID STATE. If any provision
of this Amendment shall be held invalid, illegal or unenforceable, the validity,
legality or enforceability of the other provisions hereof shall not be affected
thereby, and there shall be deemed substituted for the provision at issue a
valid and enforceable provision as similar as possible to the provision at
issue.
3.2 HEADINGS. The headings preceding the text of Sections and
subsections included in this Amendment are for convenience only and shall not be
deemed part of this Amendment or be given any effect in interpreting this
Amendment.
3.3 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
3.4 REFERENCES TO AGREEMENT. Except as herein amended, the Agreement
shall remain in full force and effect and is hereby ratified in all respects. On
and after the effectiveness of the amendments to the Agreement accomplished
hereby, (i) each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall be a reference to the Agreement
as amended hereby, (ii) and each reference to the Agreement in any agreement,
document or other instrument executed and delivered prior hereto shall be a
reference to the Agreement as amended by this Amendment.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date set forth above.
ST. XXXX BANCORP, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman, Chief Executive Officer
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Director, Client Services
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