Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT between NORWALK SAVINGS
SOCIETY, a Connecticut Chartered stock savings bank (the "Bank")
and CHASEMELLON SHAREHOLDERS SERVICES, L.L.C., as successor-in-
interest to Chemical-Mellon Shareholder Services, L.L.C., (the
"Rights Agent") is dated as of February 28, 1997 (the "Amendment").
WHEREAS, the Bank and the Rights Agent have entered into that
certain Rights Agreement dated May 10, 1996 (the "Agreement"), a
copy of which is attached hereto and incorporated by reference.
WHEREAS, Section 26 of the Agreement provides that, under
certain conditions, the Bank and the Rights Agent may, if the Bank
so directs, amend the Agreement in any manner which the Bank may
deem necessary or desirable and which shall not materially
adversely affect the interests of Rights Holders (as defined in the
Agreement) without the approval of Rights Holders.
WHEREAS, the Board of Directors of the Bank has determined at
a meeting held on February 26, 1997 that it is in the best interest
of the Bank to amend the Agreement as set forth herein.
NOW THEREFORE, the undersigned parties mutually agree to
following terms and conditions and to amend the Agreement as
follows:
1. Section 1(a) of the Agreement shall be amended and
restated in its entirety to read as follows:
" Section 1. Certain Definitions. For purposes of this
Agreement, the following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as
hereinafter defined) who or which, together with all
Affiliates (as hereinafter defined) and Associates (as
hereinafter defined) of such Person, shall be the Beneficial
Owner (as hereinafter defined) of 10% or more of the shares of
Common Stock then outstanding, but shall not include (i) the
Bank, (ii) any Subsidiary (as hereinafter defined) of the
Bank, (iii) any employee benefit plan of the Bank or any
Subsidiary of the Bank, (iv) any entity (including its
Affiliates) organized, appointed or established for or
pursuant to the terms of any such plan acting solely in its
capacity (or their capacities) under such plan, or (v) any
Person that beneficially owns 10% or more of the Common Stock
if the Bank's Board of Directors, in its sole discretion,
formally determines that such Person should not be considered
an "Acquiring Person" for purposes of this Agreement because
of the identity of such Person and/or the nature of the
ownership of shares of Common Stock held by such Person or for
other good cause shown. Notwithstanding the foregoing, no
Person shall become an "Acquiring Person" solely as the result
of an acquisition of Common Stock by the Bank which, by
reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such
Person to 10% or more of the shares of Common Stock then
outstanding; provided however, that if a Person becomes the
Beneficial Owner of 10% or more of the shares of Common Stock
then outstanding by reason of share acquisitions by the Bank
and shall, after such acquisitions, become the Beneficial
Owner of any additional shares of Common Stock, then such
Person shall be deemed to be an "Acquiring Person" subject
only to the foregoing.
2. Section 3 of the Agreement shall be amended to add a new
Section 3(e) as set forth below:
" Section 3. Issuance of Rights Certificates.
(e) In no event shall Rights Certificates be issued to
Rights Holders if, pursuant to Section 1(a)(v) of this
Agreement, the Board of Directors of the Bank determines, on
or before the 10th day after a Stock Acquisition Date, that a
Beneficial Owner of 10% or more of Common Stock should not be
considered an "Acquiring Person" for purposes of this
Agreement because of the identity of such Person and/or the
nature of the ownership of shares of Common Stock held by such
Person or for other good cause shown.
3. Except as expressly modified or amended by this Amendment,
all of the terms, covenants and conditions of the Agreement are
hereby ratified and confirmed, all to remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the date first written above.
NORWALK SAVINGS SOCIETY
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Its President
XXXXX XXXXXX SHAREHOLDERS SERVICES, LLC
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Its
