EXHIBIT 4.1
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 Stock Option Agreement, dated as of
August 16, 1999 (the "Stock Option Agreement"), by and between NFB and JSB.
Capitalized terms which are not otherwise defined herein shall have the meanings
set forth in the Stock Option 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 14(b) of the Stock Option Agreement, NFB and JSB
have agreed to amend the terms of the Stock Option 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:
7. Section 13 of the Stock Option Agreement is hereby amended
by changing all references to "$30 million" in such Section 13 to "$25 million".
8. All references to "this Agreement" in the Stock Option
Agreement shall mean the Stock Option Agreement as amended hereby.
9. 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.
10. Except as expressly amended by this Amendment, the Stock
Option Agreement is hereby ratified and confirmed in all respects.
11. 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.
12. 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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