EXHIBIT 4.2
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
SECOND AMENDMENT, dated as of February 25, 1998 (this "Second
Amendment"), to the Rights Agreement, dated as of January 18, 1990, between
Maryland Federal Bancorp, Inc. (the "Company") and Registrar and Transfer
Co., as Rights Agent (the "Rights Agent"), as amended by the First Amendment,
dated as of January 18, 1990, to the Rights Agreement between the Company and
the Rights Agent (as amended, the "Rights Agreement").
WITNESSETH:
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
prior to any Distribution Date (as defined in the Rights Agreement)
supplement or amend the Rights Agreement without the approval of holders of
Company Common Stock or holders of Rights Certificates (as defined in the
Rights Agreement), none of which are outstanding as of the date hereof; and
WHEREAS, the Company desires to amend the Rights Agreement in the manner
set forth in this Second Amendment, and pursuant to Section 27 of the Rights
Agreement, the Company hereby directs that the Rights Agreement should be
amended as set forth in this Second Amendment.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Amendment to Section 1(a). Section 1(a) of the Rights
Agreement is hereby amended by inserting the following phrase after the last
word and before the period at the end of the definition of "Acquiring Person":
"; provided that, notwithstanding the foregoing or any
other provision of this Agreement, none of BB&T
Corporation ("BB&T"), any Subsidiary of BB&T, including
without limitation BB&T Financial Corporation of
Virginia ("BB&T Financial"), or any other Person shall
be deemed to be an Acquiring Person by virtue of (i)
the Agreement and Plan of Reorganization, dated as of
February 26, 1998, among the Company, BB&T and BB&T
Financial, as the same may be amended from time to
time, or (ii) the Stock Option Agreement, dated as of
February 26, 1998, between the Company and Parent, as
the
same may be amended from time to time, or (iii) consummation of
the transactions contemplated by the foregoing agreements."
2. This Second Amendment shall be effective immediately upon its
execution and the Rights Agreement shall continue in full force and effect as
amended hereby.
3. Governing Law. This Second Amendment shall be deemed to be a
contract made under the laws of the State of Maryland 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.
4. Counterparts. This Second Amendment may be executed in any number
of counterparts, each of which shall for all purposes be deemed an original,
and all of which together shall constitute but one and the same instrument.
Except as expressly set forth herein, this Second Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
duly executed as of the day and year first above written.
Attest: MARYLAND FEDERAL BANCORP, INC.
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Secretary Title: President and Chief
Executive Officer
Attest: REGISTRAR AND TRANSFER CO.
/s/ Xxxxxxx X. Tatler By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Tatler Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President and Assistant Title: Vice President
Secretary
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