Exhibit 4.2
ASSIGNMENT
This ASSIGNMENT is dated May 20, 1997 and is entered into
between and among NORWALK SAVINGS SOCIETY, a Connecticut stock
savings bank (the "Assignor"), NSS BANCORP, INC., a Connecticut
corporation (the "Assignee"), and CHASEMELLON SHAREHOLDER SERVICES,
LLC (the "Rights Agent")
WHEREAS, the Assignor and the Rights Agent have entered into
that certain Rights Agreement dated May 10, 1996, as amended by
that certain Amendment to Rights Agreement dated as of February 28,
1997 (collectively, the "Rights Agreement");
WHEREAS, section 27 of the Rights Agreement provides that all
of the covenants and provisions of the Rights Agreement by or for
the benefit of the Assignor or the Rights Agent shall bind and
inure to the benefit of their respective successors and assigns;
and
WHEREAS, pursuant to that certain Agreement and Plan of
Reorganization entered into between the Bank and that Company dated
May 20, 1997 (the "Plan"), the Bank is obligated to assign all
right, title, and interest in the Rights Agreement to the Company
and the Company is obligated to accept such assignment from the
Bank.
NOW THEREFORE, in consideration of the mutual promises and
covenants contained herein, the Bank, the Company and the Rights
Agent agree as follows:
1. Assignment. The Assignor hereby assigns to Assignee all
right, title, and interest in and to the Rights Agreement and
Assignee hereby accepts such assignment effective upon the
effective date of the Plan.
2. Covenants of Assignor. Assignor warrants that the Rights
Agreement is valid and is now in full force and effect and that all
covenants and conditions of the Rights Agreement have been and
continue to be fulfilled.
3. Covenants of Assignee; Performance of Duties. The
Assignee hereby agrees to perform all duties of the Assignor under
the Rights Agreement, and shall indemnify and hold harmless
Assignor from any claim or demand made thereunder.
4. Amendment to Rights Agreement. The following terms as
used in the Rights Agreement shall have the following meaning:
(a) Section 1(f) of the Rights Agreement shall be
deleted in its entirety and the following shall be substituted in
lieu thereof:
(f) "Common Stock" shall mean the Common
Stock, par value $0.01 per share, of NSS Bancorp, Inc., except that
"Common Stock" when used with reference to any Person other than
the Bank shall mean the capital stock of such Person with the
greatest voting power, or the equity securities or other equity
interest having power to control or direct the management, of such
Person.
(b) All references to the "Bank" made in the Rights
Agreement shall hereafter be deemed to refer not to "Norwalk
Savings Society" but instead to "NSS Bancorp, Inc."
5. Acknowledgement of Rights Agent. The Rights Agent hereby
acknowledges that all right, title, and interest in the Rights
Agreement previously vested in the Assignor has been validly
assigned to and accepted by the Assignee. The Rights Agent hereby
releases the Assignor from all of Assignor's obligations to perform
under the Rights Agreement and agrees to accept performance of all
obligations thereunder by the Assignee.
IN WITNESS WHEREOF, the undersigned parties have executed this
Assignment this 20th day of May, 1997.
NORWALK SAVINGS SOCIETY
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Its President
NSS BANCORP, INC.
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Its President
XXXXX XXXXXX SHAREHOLDERS SERVICES, LLC
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Its Relationship Manager
