AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment"), dated as of April 2, 1998, to the
Rights Agreement, dated as of July 17, 1996, (the "Rights Agreement"), by and
between Astoria Financial Corporation, a Delaware corporation (the
"Corporation"), and ChaseMellon Shareholder Services, L.L.C., a limited
liability company (the "Rights Agent"). Unless otherwise provided herein, all
capitalized terms shall have the meanings set forth in the Rights Agreement.
WHEREAS, no Person has become an Acquiring Person; and
WHEREAS, the Board of Directors of the Corporation, in connection
with the Agreement and Plan of Merger, dated April 2, 1998 (the "Merger
Agreement"), by and between the Corporation and LISB ("LISB"), has authorized
the Corporation to enter into a Stock Option Agreement (the "AFC Option
Agreement") with the Corporation, which provides for the Corporation's grant to
LISB of an option (the "Option") to purchase 5,246,587 shares of the
Corporation's common stock, par value $0.01 par share (the "Common Stock"), on
the terms and conditions set forth in the AFC Option Agreement; and
WHEREAS, the Board of Directors of the Corporation, subject to
certain conditions, desires to amend the Rights Agreement to exclude the
acquisition of the Option and the Common Stock by LISB pursuant to the AFC
Option Agreement from the operation of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and covenants set
forth in the Rights Agreement and in this Amendment No. 1 thereto, the parties
hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following phrase immediately following the phrase "but shall not
include":
Long Island Bancorp, Inc. ("LISB"), or any Affiliate of LISB as a
result of LISB's right to acquire, or LISB's acquisition of,
Common Shares of the Corporation pursuant to the related Astoria
Financial Corporation Option Agreement, dated as of April 2, 1998,
by and between LISB and the Corporation, as the same may be
amended, from time to time,
2. On and after the date of this Amendment No. 1 any reference in the
Rights Agreement (including the Exhibits thereto) to "This Agreement,"
"hereunder," "hereof," or "herein" or words of like import shall mean and be a
reference to the Rights Agreement as amended by this Amendment No. 1.
3. This Amendment No. 1 shall be effective as of the date and time of
its execution.
4. This Amendment No.1 may be executed in counterparts, and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be duly executed and attested, all as of the day and year first above
written.
ASTORIA FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx.
Chairman, President and Chief
Executive Officer
Attest:
By:
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Xxxxxxx X. Xxxxxxx
Corporate Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
as Rights Agent
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Assistant Vice President
Attest:
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Assistant Vice President
