EXHIBIT 10.13
AMENDMENT TO THE
DEFERRED COMPENSATION PLAN FOR
BOARD MEMBERS OF THE DIME SAVINGS
BANK OF NEW YORK, FSB
1. The introductory clause of Section 3.8(a) of the Plan is amended to
read as follows:
"(a) Effective July 1, 1994, and subject to sections 3.8(d) and
3.8(e), only the following transfers between accounts are permitted
under the Plan:"
2. Section 3.8 of the Plan is amended to add at the end thereof
the following new subsections (d) and (e) to read as follows:
"(d) In accordance with the provisions of this section 3.8, a
Participant may, by filing a notice in the form and manner prescribed
by the Administrative Committee, elect to change his or her investment
direction with respect to all or a portion of the amounts then held in
such Participant's accounts, with such election and the new investment
direction becoming effective as of the first day of any calendar
quarter (i.e., January 1, April 1, July 1 or October 1), provided such
investment direction election is made, and not revoked, prior to 10:00
a.m. on the first day of such calendar quarter. Such direction shall
relate solely to amounts already allocated to the Participant's
accounts, in which event it shall constitute a direction to transfer
amounts in the Participant's accounts among the various available
deemed investments. Any investment direction election made by a
Participant shall remain in effect until changed, to the extent such
change is permitted under the Plan.
(e) Securities Law Limitations. Notwithstanding anything in the
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Plan to the contrary, if at any time a Participant who is an Insider
(as defined below) is prohibited by the Section 16 Rules (as defined
below) from directing that his or her accounts be (i) deemed invested
in an investment fund that invests in common stock of Dime Bancorp,
Inc. (the "Company"), (ii) deemed transferred to a deemed investment in
common stock of the Company, or (iii) to the extent of any deemed
investment in common stock of the Company, deemed redeemed for whatever
reason, any such direction shall be disregarded and not given effect.
For purposes of this subsection (e), an Insider shall mean, with
respect to the Company or any of its subsidiaries, (i) any Participant
who is subject to the Section 16 Rules, determined in accordance with
Rule 16a-2 thereof, and (ii) solely with respect to certain trading
restrictions with respect to common stock of the Company imposed from
time to time by the Company or any of its subsidiaries, any Participant
who is subject to such trading restrictions. For
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purposes of this subsection (e), the Section 16 Rules mean those rules
(as from time to time amended) promulgated by the Securities and
Exchange Commission ("SEC") under Section 16 of the Securities Exchange
Act of 1934, as amended (the "Act"). For purposes of the Plan, an
action shall be deemed to be prohibited by the Section 16 Rules, if it
could, if permitted or occurring, result in a transaction not being
exempt from the provisions of Section 16(b) of the Act. An action in
violation of certain trading restrictions with respect to common stock
of the Company imposed from time to time by the Company or any of its
subsidiaries shall be deemed to be prohibited by the Section 16 Rules
solely for purposes of the Plan."
3. The introductory clause to Section 4.1(a) is amended to read
as follows:
"(a) Except as otherwise provided in section 4.4, the amounts
credited to a participant's Interest Bearing Memorandum Account, Stock
Memorandum Account, Phantom II Account, Trust Account and Discretionary
Accounts shall be paid to the Participant commencing on one of the
following dates, as elected by the Participant prior to the crediting
of the respective amounts to his accounts:"
4. The first sentence of Section 4.1(b) is amended to read as
follows:
"(b) Except as otherwise provided in section 4.4, payments made
pursuant to Section 4.1(a) shall be made in (i) fifteen annual
installments, or (ii) if elected by the Participant prior to the
earlier of his election to defer or crediting of such amounts to his
account, in such lesser number of installments as shall be specified by
the Participant in such election, or in a lump sum.
5. Article IV is amended to add a new Section 4.4 to read as
follows:
"Section 4.4 Additional Payment Elections.
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Notwithstanding the preceding provisions of this Article IV to the
contrary, a Participant may subsequently elect, in such form and manner
as may be prescribed by the Administrative Committee, that the amounts
credited to his or her accounts be distributed commencing on one of the
dates described in section 4.1(a)(i), (ii) or (iii) above in lieu of
the date(s) initially selected, provided that any such election is made
at least twenty-four (24) months prior to the earlier of the date
payments would otherwise commence (other than on account of Hardship)
or the Participant's termination of service for any reason as a member
of the Board and, as applicable, as a member of the boards of directors
of all subsidiaries of Dime Bancorp, Inc. Further, notwithstanding the
preceding provisions of this Article IV to the contrary, a Participant
may also subsequently elect, in such form and manner as may be
prescribed by the Committee, that the amounts credited to his or her
accounts be paid in any one of the forms of benefit payment provided
under this section 4.1(b) in lieu of the form of payment initially
selected, provided that any such election is made at least twenty-four
(24) months prior to the earlier of the date payments would otherwise
commence (other than on account of Hardship) or the Participant's
termination of service for any reason as a
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member of the Board and, as applicable, as a member of the boards of
directors of all subsidiaries of Dime Bancorp, Inc.