EXHIBIT 10.17
AMENDMENT
TO THE
RETAINER CONTINUATION PLAN
FOR INDEPENDENT DIRECTORS OF THE DIME SAVINGS
BANK OF NEW YORK, FSB
(Effective as of December 31, 1996)
1. Article I of the Plan is amended to renumber Sections 1.5 through
1.10 as Sections 1.6 through 1.11, respectively, and to add a new Section 1.5 to
read as follows:
"1.5" Deferred Compensation Plan" means the Dime Bancorp, Inc.
---------------------------
Voluntary Deferred Compensation Plan for Directors, as in effect on
January 1, 1997 and as it may thereafter be amended from time to
time."
2. Article II of the Plan is amended in its entirety to read as
follows:
"ARTICLE II
Participants
------------
Except as provided below, any person who on or after the
effective date of the Plan is an Independent Director of the Bank
shall be a Participant in the Plan. In addition, any person who on the
effective date of the Plan is an independent director of a subsidiary
of the Bank who has completed five or more Years of Service shall be a
Participant in the Plan. Notwithstanding anything herein to the
contrary, an individual who either (i) first becomes an Independent
Director of the Bank or an independent director of a subsidiary of the
Bank after December 31, 1996, or (ii) elects, in accordance with
Section 4.6, to convert his or her Plan Benefit into its present value
to be transferred to the Deferred Compensation Plan, shall not be
eligible to participate in the Plan."
3. The first sentence of Section 4.1 of the Plan is amended to read
as follows:
"Except as provided in Section 4.6, a Participant who ceases to be an
Independent Director shall be entitled to a Plan Benefit, to the
extent vested, in an annual amount equal to the basic annual retainer
paid by the Bank to its Independent Directors for the calendar year in
which the Participant ceased to be an
2
Independent Director of the Bank, payable in a single life annuity
commencing at age 65."
4. Section 4.1 of the Plan is amended to add at the end thereof the
following:
"Notwithstanding anything herein to the contrary, if the total amount
of benefits received by a Participant and payable in the form of a
single life annuity prior to the Participant's death is less than the
Present Value, as described in Section 4.6, of the Participant's Plan
Benefit, then an amount equal to the excess of such Present Value over
the aggregate amount of the benefits received by the Participant will
be paid in a single lump sum to the Participant's Beneficiary as soon
as reasonably practicable following the Participant's death. Further,
notwithstanding anything herein to the contrary, if in the case of
Plan Benefits payable in the form of a period certain or joint and
survivor annuity, or payable to a Participant's Beneficiary as a death
benefit under Section 4.3, the total amount of benefits received by
the Participant and his or her Beneficiary prior to the death of the
survivor of the Participant and his or her Beneficiary (or, if
earlier, on the date when all Plan Benefits have otherwise been paid
under the applicable form of payment) is less than the Present Value,
as described in Section 4.6, of the Participant's Plan Benefit, then
an amount equal to the excess of such Present Value over the aggregate
amount of benefits received by the Participant and his or her
Beneficiary will be paid in a single lump sum to the Beneficiary or,
if such Beneficiary shall have predeceased the date such amount is
payable, to the estate of the survivor of the Participant and his or
her Beneficiary as soon as reasonably practicable."
5. Article IV of the Plan is amended to add at the end thereof a new
Section 4.6 to read as follows:
"4.6 Conversion of Plan Benefit.
--------------------------
(a) In accordance with such rules and procedures as the Committee or
its delegatee may prescribe, each Participant who is a director of the
Bank or a subsidiary of the Bank on December 31, 1996 may elect that
his or her Plan Benefit be converted into its Present Value (as
defined in subsection (b) below) and that such Present Value be
transferred to, and administered in accordance with the provisions of,
the Deferred Compensation Plan. If a Participant makes the election
described in the preceding sentence, then following such conversion
and transfer of his or her Plan Benefit to the Deferred Compensation
Plan, no benefits shall be payable to such Participant under the Plan.
However, in the event a Participant does not elect to convert and
transfer his or her Plan Benefit to the
3
Deferred Compensation Plan, such Participant's Plan Benefit shall be
payable in accordance with the applicable provisions of the Plan.
(b) For purposes of this Section 4.6, the Present Value of a Participant's
Plan Benefit shall be based on the Plan Benefit accrued as of January 1,
1997 reflecting service as an Independent Director through December 31,
1996 or, if later, to the fifth anniversary of the commencement of service
as an Independent Director. In determining the Present Value of a Plan
Benefit, as described in the preceding sentence, service as an Independent
Director shall include service as a member of the Board of Directors of
Anchor Savings Bank FSB ("Anchor"), provided such director was not then an
officer or employee of Anchor or a parent or subsidiary of Anchor. A
Participant's accrued Plan Benefit, as described in this subsection (b),
shall be converted into a lump sum Present Value based on an interest rate
of 7.5% and the 1983 Group Annuity Unisex Mortality Table, which Present
Value amount shall be determined after assuming an increase in the amount
of the annual retainer otherwise payable at the rate of 3.5% per annum
commencing on January 1, 1997 and continuing through the later of (i) the
date the Participant attains age 65 or (ii) the fifth anniversary of the
earlier of the commencement of such Participant's service as an Independent
Director or as an independent director of Anchor or a parent or subsidiary
of Anchor."