EXHIBIT 2.1
AMENDMENT
AMENDMENT, dated as of February 1, 2000, by and between NORTH
FORK BANCORPORATION, INC., a Delaware corporation ("NFB"), and JSB FINANCIAL,
INC., a Delaware corporation ("JSB"), to the Amended and Restated Agreement and
Plan of Merger, dated as of August 16, 1999 (the "Merger Agreement").
Capitalized terms which are not otherwise defined herein shall have the meanings
set forth in the Merger Agreement.
WHEREAS, on January 14, 2000 an alleged stockholder of JSB
filed a purported class action lawsuit in the Court of Chancery of the State of
Delaware against JSB, the individual members of JSB's Board of Directors and NFB
captioned XXXXXX XXXXXXX V. JSB FINANCIAL, INC., ET. AL. (the "Litigation"); and
WHEREAS, pursuant to a Stipulation and Agreement of Compromise
and Settlement dated as of February 1, 2000 among the parties to the Litigation,
and in accor dance with Section 8.3 of the Merger Agreement, NFB and JSB have
agreed to amend the terms of the Merger Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and
intending to be legally bound hereby, NFB and JSB agree as follows:
1. Clause (x) of Section 4.1 of the Merger Agreement is hereby
amended by removing the words "and based upon the written opinion of" therefrom
so that clause (x) hereafter shall read in its entirety as follows:
"(x) the Board of Directors of JSB, after consultation with outside
legal counsel, in good xxxxx xxxxx such action to be legally necessary
for the proper discharge of its fiduciary duties under applicable law"
2. All references to "this Agreement" in the Merger Agreement
shall mean the Merger Agreement as amended hereby.
3. Each of the parties hereto represents to the other that (i)
it has full corporate power and authority to execute and deliver this Amendment,
(ii) the execution and delivery of this Amendment by such party has been duly
and validly approved by the Board of Directors of such party and no other
corporate proceedings on the part of such party are necessary in connection with
the execution and delivery of this Amendment by such party, and (iii) this
Amendment has been duly and validly executed and delivered by such party and
constitutes a valid and binding obligation of such party, enforceable against
such party in accordance with its terms.
4. Except as expressly amended by this Amendment, the Merger
Agreement is hereby ratified and confirmed in all respects.
5. This Amendment may be executed in counterparts, all of
which shall be considered one and the same agreement, and shall become effective
when counter parts have been signed by each of the parties and delivered to the
other party, it being understood that all parties need not sign the same
counterpart.
6. This Amendment shall be governed by, and interpreted in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles.
IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed by their duly authorized officers as of the 1st day of February,
2000.
NORTH FORK BANCORPORATION, INC.
By:/s/ Xxxx Xxxx Xxxxx
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Xxxx Xxxx Xxxxx
Chairman of the Board, President and
Chief Executive Officer
JSB FINANCIAL, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President and Chief Operating Officer
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