AMENDMENT NO. THREE TO THE
STOCKHOLDER PROTECTION RIGHTS AGREEMENT
dated as of March 21, 1996 between
PENNFED FINANCIAL SERVICES, INC.
and
REGISTRAR AND TRANSFER COMPANY
as Rights Agent
WHEREAS, the purpose of this document (this "Amendment") is to amend the
Stockholder Protection Rights Agreement (the "Rights Agreement"), dated as of
March 21, 1996 and amended as of February 10, 1998 and October 13, 1998, between
PennFed Financial Services, Inc., a Maryland corporation (the "Company"), as
successor by merger (the "Merger") to PennFed Financial Services, Inc., a
Delaware corporation ("PennFed Delaware"), and Registrar and Transfer Company,
as Rights Agent (the "Rights Agent");
WHEREAS, the Merger became effective on October 30, 2003 pursuant to the
Plan of Reorganization and Agreement of Merger, dated as of September 16, 2003
(the "Merger Agreement"), between the Company and PennFed Delaware, for the sole
purpose of changing PennFed Delaware's state of incorporation from Delaware to
Maryland;
WHEREAS, upon consummation of the Merger, pursuant to Section 1.8 of the
Merger Agreement, all outstanding stock purchase rights ("Stock Purchase
Rights") under the Rights Agreement were assumed by the Company and became
rights to purchase the common stock, par value $.01 per share, of the Company,
with no other changes in the terms and conditions of such Stock Purchase Rights;
WHEREAS, in order to reflect the Company's adoption and assumption of the
Rights Agreement as successor to PennFed Delaware, and to reflect the
aforementioned change in the state of incorporation from Delaware to Maryland,
the Company and the Rights Agent wish to amend the Rights Agreement as set forth
hereinbelow; and
WHEREAS, this Amendment is in accordance with Section 5.4 of the Rights
Agreement.
NOW THEREFORE, in consideration of the premises contained herein, and other
good and valuable consideration, it is agreed as follows:
1. The first sentence of Section 2.2 of the Rights Agreement is hereby amended
to read as follows:
"2.2 Legend on Common Stock Certificates. Certificates for the Common Stock
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issued (whether originally issued or from the Company's treasury account) after
the Record Time but prior to the Separation Time shall evidence one Right for
each share of Common Stock represented thereby and shall have impressed on,
printed on, written on or otherwise affixed to them the following (or
substantially similar) legend:
Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement, dated as of March 21,
1996 (as such has heretofore been and may hereafter be amended from time to
time, the "Rights Agreement"), between PennFed Financial Services, Inc., a
Maryland corporation (the "Company"), as successor by merger to PennFed
Financial Services, Inc., a Delaware corporation, and Registrar and
Transfer Company, as Rights Agent, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Company. Under certain circumstances, as
set forth in the Rights Agreement, such Rights may be redeemed, may be
exchanged for shares of Common Stock or other securities or assets of the
Company, may expire, may become void (if they are "Beneficially Owned" by
an "Acquiring Person" or an Affiliate or Associate thereof, as such terms
are defined in the Rights Agreement, or by any transferee of any of the
foregoing) or may be evidenced by separate certificates and may no longer
be evidenced by this certificate. The Company will mail or arrange for the
mailing of a copy of the Rights Agreement to the holder of this certificate
without charge promptly after the receipt of a written request therefor."
2. Section 5.15 of the Rights Agreement is hereby amended to read in its
entirety as follows:
"5.15 Governing Law. Except to the extent governed by Federal law,
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this Agreement and each Right issued hereunder shall be deemed to be
governed by and construed in accordance with the laws of the State of
Maryland, without giving effect to the principles of conflict of laws of
such state."
3. The Company hereby expressly assumes and adopts the Rights Agreement as
successor to PennFed Delaware, and, by virtue of Section 5.12 of the Rights
Agreement, all covenants and provisions of the Rights Agreement by or for
the benefit of PennFed Delaware shall bind and inure to the benefit of the
Company. All references in the Rights Agreement to the "Company" following
the effective time of the Merger shall be deemed to refer to PennFed
Financial Services, Inc., a Maryland corporation.
4. This Amendment may be executed in counterparts, which together shall
constitute a single instrument.
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
this 30th day of October, 2003.
ATTEST: PENNFED FINANCIAL SERVICES, INC.
/s/ Xxxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. XxXxxxxx
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Xxxxxxx X. XxXxxxxx Xxxxxx X. XxXxxxxx
Secretary President and Chief
Executive Officer
ATTEST: REGISTRAR AND TRANSFER COMPANY
By: /s/ Xxxx Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxx Xxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxx
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Title: Executive Vice President and Title: President and
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Chief Operating Officer Chief Executive Officer
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