EXHIBIT 99.2
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 Amended and
Restated Agreement and Plan of Merger, dated as of August 16, 1999 (the
"Merger Agreement"). Capitalized terms which are not otherwise defined
herein shall have the meanings set forth in the Merger 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 January 31, 2000 among the parties to the
Litigation, and in accordance with Section 8.3 of the Merger Agreement, NFB
and JSB have agreed to amend the terms of the Merger 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:
1. Clause (x) of Section 4.1 of the Merger Agreement is hereby
amended by removing the words "and based upon the written opinion of"
therefrom so that clause (x) hereafter shall read in its entirety as
follows:
"(x) the Board of Directors of JSB, after consultation with outside
legal counsel, in good xxxxx xxxxx such action to be legally necessary
for the proper discharge of its fiduciary duties under applicable law"
2. All references to "this Agreement" in the Merger Agreement
shall mean the Merger Agreement as amended hereby.
3. 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.
4. Except as expressly amended by this Amendment, the Merger
Agreement is hereby ratified and confirmed in all respects.
5. This Amendment may be executed in counterparts, all of which
shall be considered one and the same agreement, and shall become effective
when counterparts 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.
6. 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
____________________________
Xxxx Xxxx Xxxxx
Chairman of the Board,
President and
Chief Executive Officer
JSB FINANCIAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
____________________________
Xxxxxx X. Xxxxxx
President and Chief Operating
Officer
