BCB LETTERHEADAgreement and Plan of Merger • April 6th, 2010 • BCB Bancorp Inc • Savings institution, federally chartered
Pursuant to discussions between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. and discussions between BCB Bancorp, Inc. and its primary federal and state regulator, BCB Bancorp, Inc.'s intends to complete the merger pursuant to an "Alternative Structure" as permitted by Section 9.2 of the above referenced merger agreement. Under the Alternative Structure, the merger will be completed as contemplated in the merger agreement except that (i) the directors as set forth in Exhibit 1.4 of the merger agreement of the Surviving Corporation and Surviving Institution shall be revised so as to consist of Robert Ballance, Judith Q. Bielan, Joseph Brogan, James Collins, Mark D. Hogan, Joseph Lyga, Donald Mindiak, Alexander Pasiechnik, Joseph Tagliareni, Robert Hughes and Kenneth Walter and (ii) Directors Conaghan and Brockman waive their rights to a Consulting Agreement or Advisory board Position with the Surviving Corporation and Surviving Institution pursuant to Section 6.11(j) of the Merger Agreem
