BCB LETTERHEAD
March 31, 2010
Xxxxxx X. Xxxxxxxxxx
Chairman of the Board
Pamrapo Bancorp, Inc.
000 Xxxxxx X
Xxxxxxx, Xxx Xxxxxx 00000
Re: Agreement and Plan of Merger by and between BCB Bancorp, Inc. and Pamrapo
Bancorp, Inc. as amended
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Dear Xx. Xxxxxxxxxx:
Pursuant to discussions between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc.
and discussions between BCB Bancorp, Inc. and its primary federal and state
regulator, BCB Bancorp, Inc.'s intends to complete the merger pursuant to an
"Alternative Structure" as permitted by Section 9.2 of the above referenced
merger agreement. Under the Alternative Structure, the merger will be completed
as contemplated in the merger agreement except that (i) the directors as set
forth in Exhibit 1.4 of the merger agreement of the Surviving Corporation and
Surviving Institution shall be revised so as to consist of Xxxxxx Xxxxxxxx,
Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxx X. Xxxxx, Xxxxxx Xxxx,
Xxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxxxx and
Xxxxxxx Xxxxxx and (ii) Directors Xxxxxxxx and Xxxxxxxx waive their rights to a
Consulting Agreement or Advisory board Position with the Surviving Corporation
and Surviving Institution pursuant to Section 6.11(j) of the Merger Agreement.
BCB Bancorp, Inc. waives its right to consider only the above referenced
changes from constituting a "Burdensome Condition" under the merger agreement.
Pursuant to Section 9.2, please provide to BCB Bancorp, Inc. Pamrapo
Bancorp, Inc.'s consent to the changes noted above by signing below. By signing
below Pamrapo Bancorp, Inc. waives only the above referenced changes from being
deemed a "Burdensome Condition."
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Chairman of the Board
Agreed and accepted
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
Chairman of the Board
