EXHIBIT 4.2
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT dated as of December 16, 1999 (this "Amendment"), to the
RIGHTS AGREEMENT dated as of November 15, 1994 (the "Agreement"), between NBT
Bancorp Inc., a Delaware corporation (the "Company"), and American Stock
Transfer Trust Company (the "Rights Agent").
WHEREAS, the Company and the Agent have entered into the Agreement at
the direction of the Company; and
WHEREAS, the Company has directed that the Agreement be amended; and
WHEREAS, the Distribution Date (as defined in the Agreement) has not
occurred and the penultimate sentence of Section 26(a) of the Agreement is not
applicable to this Amendment; and
WHEREAS, on November 22, 1999 the Board of Directors resolved to amend
the Rights Agreement;
NOW, THEREFORE, the Agreement is amended as follows (terms used and not
defined herein have the meanings as defined in the Agreement):
1. Section 1 (k) of the Agreement is amended in its entirety to
read as follows:
(k) [Intentionally Omitted]
2. Section 1 (w) of the Agreement is amended in its entirety to read as
follows:
(w) [Intentionally Omitted]
3. Section 11 (a)(ii)(B) of the Agreement is amended by deleting the
words "or a Permitted Transaction."
4. Section 11 (a)(ii)(D) of the Agreement is amended by deleting the
words "Continuing Directors" in clause (y) thereof and inserting in lieu thereof
the words "directors of the Company."
5. Section 13(e) of the Agreement is hereby deleted.
6. Section 23(a)(i) of the Agreement is amended by (a) deleting the
proviso in the first sentence thereof in its entirety; (b) deleting subsections
(a)(ii) and (a)(iii) thereof, and (c) renumbering subsection (a)(iv) thereof as
(a)(ii).
7. Section 26 of the Agreement is amended by deleting (a) the words
"who became such other than pursuant to a Permitted Transaction," (b) the words
"who becomes such other than pursuant to a Permitted Transaction," and (c) in
its entirety the final proviso of the second sentence of such section.
8. The form of Rights Certificate set forth as Exhibit B to the
Agreement is amended by deleting the following proviso:
"provided that with certain exceptions the Corporation shall
be entitled so to redeem the Rights only if the Board of
Directors consists of a majority of continuing Directors (as
such term is defined in the Rights Agreement)."
9. Except as modified hereby, the Agreement remains in full force and
effect.
10. The provisions of Sections 27, 29, 30, 31, and 33 of the Agreement
shall apply to this Amendment as if set forth herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
NBT BANCORP INC.
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
AMERICAN STOCK TRANSFER TRUST
COMPANY, as Rights Agent
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Vice President
