EXHIBIT 10.14
Benefit Restoration Plan
of
The Dime Savings Bank of New York, FSB
(Amended and Restated Effective as of October 1, 1996)
This amended and restated plan document reflects the merger of the
Anchor Savings Bank FSB Benefit Maintenance Plan (the "Benefit Maintenance
Plan") with and into the Benefit Restoration Plan of The Dime Savings Bank of
New York, FSB. Benefits payable hereunder are in lieu of any benefits that were
payable under the Benefit Maintenance Plan.
ARTICLE I
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Definitions
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Wherever appropriate to the purposes of the Plan, capitalized terms
used herein shall have the meanings assigned to them under the Retirement Plan
of Dime Bancorp, Inc. or the Retirement 401(k) Investment Plan of Dime Bancorp,
Inc., as the case may be; provided, however, that the following special
definitions shall apply for purposes of the Plan, unless a different meaning is
clearly indicated by the context:
Section 1.1 Adjusted Compensation means a Participant's compensation
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under the Retirement Plan or the 401(k) Plan, as the case may be, adjusted so
that such compensation is calculated (i) without regard to Section 401(a)(17) of
the Code, (ii) by excluding commissions and commission overrides, if any, and
(iii) by including, at the time of deferral and not at the time of payment, the
amount of any salary (but not bonus, dividends on restricted stock, or dividend
equivalents on phantom stock) deferred by the Participant pursuant to a Deferred
Compensation Plan.
Section 1.2 Bank means The Dime Savings Bank of New York, FSB and its
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successors or assigns, whether by conversion to state or federal charter,
merger, consolidation, sale of assets, statutory receivership, operation of law,
or otherwise.
Section 1.3 Bank Matching Contribution means a Bank Matching
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Contribution as defined in the 401(k) Plan.
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Section 1.4 Bank Stock means the common stock of Dime Bancorp, Inc.
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Section 1.5 Benefit Commencement Date means the date benefit payments
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commence under the Retirement Plan.
Section 1.6 Benefits Committee means the Benefits Committee of the
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Bank.
Section 1.7 Board means the Board of Directors of the Bank.
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Section 1.8 Code means the Internal Revenue Code of 1986, as may be
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amended from time to time (including the corresponding provisions of any
succeeding law).
Section 1.9 Committee means the Compensation Committee of the Board,
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or such other person, committee or other entity as shall be designated by the
Board to perform the duties set forth in Article V.
Section 1.10 Company means Dime Bancorp, Inc., and any successor
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thereto, and any wholly-owned direct or indirect subsidiary of Dime Bancorp,
Inc., including the Bank.
Section 1.11 Deferred Compensation Plan means the Deferred
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Compensation Plan of The Dime Savings Bank of New York FSB, as adopted effective
December 1, 1987 and amended from time to time, the 1991 Special Deferred
Compensation Plan for Board Members and Senior Management of The Dime Savings
Bank of New York, FSB, as adopted December 14, 1990 and amended from time to
time, the Dime Bancorp, Inc. Voluntary Deferred Compensation Plan, and the
Anchor Bancorp, Inc. Voluntary Deferred Compensation Plan, in each case
including the provisions of any successor deferred compensation plan adopted by
the Bank.
Section 1.12 Employee means any person, including an officer, who is
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employed by the Company.
Section 1.13 401(k) Plan means the Retirement 401(k) Investment Plan
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of Dime Bancorp, Inc., as in effect as of July 1, 1995 and as amended from time
to time (including the corresponding provisions of any successor qualified
defined contribution plan adopted by Dime Bancorp, Inc. or the Bank).
Section 1.14 401(k) Plan Restoration Account means the account
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established for each eligible Participant under Section 3.1.
Section 1.15 Insider means, with respect to Dime Bancorp, Inc., the
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Bank or any subsidiary thereof, (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
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respect to Bank Stock imposed from time to time by Dime Bancorp, Inc. or the
Bank, any Participant who is subject to such trading restrictions.
Section 1.16 Normal Form of Benefit means the normal form in which a
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Participant's benefit under the Retirement Plan is payable prior to the
affirmative election, if any, of an optional form of benefit otherwise available
under such plan.
Section 1.17 Participant means any person who is entitled to receive
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benefits under the Plan in accordance with its terms.
Section 1.18 Plan means the Benefit Restoration Plan of The Dime
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Savings Bank of New York, FSB, as amended from time to time.
Section 1.19 Retirement Plan means the Retirement Plan of Dime
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Bancorp, Inc., as amended and restated effective July 1, 1995, and as amended
from time to time (including the corresponding provisions of any successor
qualified defined benefit plan adopted by Dime Bancorp, Inc. or the Bank).
Section 1.20 Section 16 Rules means those rules (as from time to time
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amended) promulgated by the Securities and Exchange Commission under Section 16
of the Securities Exchange Act of 1934, as amended. 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 such Act. An action in violation of certain
trading restrictions with respect to Bank Stock imposed from time to time by
Dime Bancorp, Inc. or the Bank shall be deemed to be prohibited by the Section
16 Rules solely for purposes of the Plan.
Section 1.21 Supplemental Retirement Benefits means the benefits
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payable pursuant to Article IV.
Section 1.22 Termination of Service means an Employee's separation
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from the service of the Bank and its affiliates, whether by resignation,
discharge, death, disability, retirement or otherwise.
ARTICLE II
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Participation
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Section 2.1 Eligibility for Participation.
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An Employee shall become a Participant as follows:
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(a) An Employee shall become a Participant with respect to a 401(k)
Plan Restoration Account if he or she is an active member of the 401(k) Plan and
(i) Bank Matching Contributions (or forfeitures of Bank Matching Contributions)
are unable to be allocated to his or her account in the 401(k) Plan by reason of
Section 415 or 401(a)(17) of the Code or because compensation under the 401(k)
Plan does not take into account salary deferred by the member pursuant to a
Deferred Compensation Plan; or (ii) Bank Matching Contributions are forfeited
from his or her account in the 401(k) Plan by virtue of Section 6.2 of the
401(k) Plan.
(b) An Employee shall become a Participant with respect to
Supplemental Retirement Benefits if he or she is an active member of the
Retirement Plan and his or her benefits thereunder are limited (i) by Section
415 or 401(a)(17) of the Code, or (ii) because his or her compensation under the
Retirement Plan does not take into account salary deferred by the member
pursuant to a Deferred Compensation Plan; provided, however, that,
notwithstanding anything in the Plan to the contrary, James M. Large, Jr. shall
not be eligible to become a Participant under this Section 2.1(b) with respect
to Supplemental Retirement Benefits.
ARTICLE III
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401(k) Plan Restoration Accounts
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Section 3.1 Establishment of Account.
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(a) There is hereby established for each Participant who is eligible
under Section 2.1(a) a 401(k) Plan Restoration Account to which shall be
credited the amount of any Bank Matching Contributions (and forfeitures of Bank
Matching Contributions, if any) which would have been allocated to such
Participant's account under the 401(k) Plan but for the limits described in
Section 2.1(a).
(i) The amount to be credited to a Participant's 401(k) Plan
Restoration Account for each payroll period shall be determined and
credited as of the first business day following the last day of the payroll
period and shall be equal to (A) the Aggregate Matching Contributions (as
described below) to which the Participant is entitled for the payroll
period, less (B) the amount of Bank Matching Contributions that are
allocated to the Participant's account under the 401(k) Plan for the same
payroll period or, if greater, that would have been allocated to the
Participant's account under the 401(k) Plan for the same payroll period had
the Participant made the maximum Basic Employee Contributions permitted
under the terms of the 401(k) Plan.
(ii) The amount of Aggregate Matching Contributions to which a
Participant is entitled for each payroll period shall be equal to the
amount of Bank Matching Contributions that would have been allocated to his
account under the 401(k) Plan for such payroll period, but for the limits
described in clause (i) of Section 2.1(a), and
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assuming for purposes of this clause (ii) that (A) the Participant had made
the maximum Basic Employee Contributions permitted under the terms of the
401(k) Plan and (B) the Participant's compensation for purposes of
subclause (A) of this clause (ii) is his or her Adjusted Compensation.
(b) If any Bank Matching Contribution is treated as a forfeiture
pursuant to Section 6.2 of the 401(k) Plan as of the end of the year with
respect to which such forfeiture relates, there shall be credited to the 401(k)
Plan Restoration Account of each Participant who is eligible pursuant to clause
(ii) of Section 2.1(a) an amount equal to the amount of such forfeiture.
(c) A Participant's 401(k) Plan Restoration Account shall vest in the
manner set forth in the 401(k) Plan with respect to Bank Matching Contributions.
(d) To the extent amounts which may be credited to a Participant's
401(k) Plan Restoration Account are attributable to more than one of the limits
described in Section 2.1(a), such amounts shall be credited to the Participant's
401(k) Plan Restoration Account only once in order that there be no duplication
of benefits under the Plan.
(e) In the case of a Participant who was a participant in the Anchor
Savings Bank FSB Benefit Maintenance Plan, the amount credited to such
Participant's 401(k) Plan Restoration Account, as of October 1, 1996, shall be
equal to the amount attributable to his or her supplemental savings incentive
benefit under such plan as of September 30, 1996.
(f) In the case of a Participant who was a Participant in the Plan as
of September 30, 1996, the amount credited to such Participant's 401(k) Plan
Restoration Account, as of October 1, 1996, shall be equal to the amount
attributable to his or her TISOP Restoration Account under the Plan as of
September 30, 1996.
(g) Notwithstanding anything in the Plan to the contrary, the amount
credited to the 401(k) Plan Restoration Account of James M. Large, Jr. ("JML")
with respect to periods prior to October 1, 1996 shall be equal to the amount
determined as of September 30, 1996 with respect to defined contribution plan
benefits under the supplemental executive retirement plan arrangement originally
maintained by Anchor Savings Bank FSB (the "Anchor SERP") (other than any
amounts relating to a 2% of base pay allocation applicable to periods on or
after May 1, 1990 and prior to July 1, 1995 (the "2% Benefit")), rather than
under the Benefit Maintenance Plan. After September 30, 1996, the supplemental
benefits provided under this Section 3.1 on behalf of JML shall be in lieu of
any benefits that would otherwise have been provided to JML under the Anchor
SERP (other than the 2% Benefit) with respect to his participation in tax-
qualified defined contribution plans maintained by the Bank.
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Section 3.2 Deemed Investment of 401(k) Plan Restoration Account.
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(a) Deemed Investment of 401(k) Plan Restoration Account. The 401(k)
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Plan Restoration Account shall be deemed invested in and shall offer equivalent
rates of return with respect to each of the investment funds available for
investment of the Trust Fund under the 401(k) Plan (the "Investment Funds").
(b) Investment Directions by Members. Upon first becoming a
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Participant in this Plan, or, if later, in advance of October 1, 1996, each
Participant shall direct, in the form and manner prescribed by the Benefits
Committee, that the amounts credited to his or her 401(k) Plan Restoration
Account be applied in such proportions as he or she may designate, in multiples
of 1%, to the deemed purchase for his or her account of shares in any one or
more of the Investment Funds. To the extent that a Participant shall fail to
make an investment direction with respect to all or a portion of his or her
401(k) Plan Restoration Account, he or she shall be deemed to have directed that
the amounts credited to his or her 401(k) Plan Restoration Account be deemed
applied to the purchase of shares in the Putnam Money Market Fund (or in such
other short-term investment fund as determined by the Benefits Committee).
(c) Change of Investment Directions. By filing a notice in the form
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and manner prescribed by the Benefits Committee, a Participant may change his or
her investment direction with respect to all or a portion of the amounts to be
credited to his or her 401(k) Plan Restoration Account, 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 new investment direction shall
direct that deemed investments be made in any one or more of the Investment
Funds and shall be made in multiples of 1% as provided in Section 3.2(b). To
the extent that the Participant's new investment direction applies to less than
100% of the amounts credited to his or her 401(k) Plan Restoration Account, he
or she shall be deemed to have directed that such amounts (for which no
affirmative direction shall have been received) be deemed applied to the
purchase of shares in the Putnam Money Market Fund (or in such other short-term
investment fund as determined by the Benefits Committee).
(d) Transfers Among Investment Funds. By filing a notice in the form
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and manner prescribed by the Benefits Committee, a Participant may change his or
her investment direction with respect to all or a portion of the amounts then
credited to his or her 401(k) Plan Restoration Account, with such election and
the new investment transfer 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 transfer direction election is made, and not revoked, prior to
10:00 a.m. on the first day of such calendar quarter. Such new investment
direction shall direct that deemed investments be made in any one or more of the
Investments Funds and shall be made in multiples of 1%. To the extent that the
Participant's new investment transfer direction applies to less than 100% of the
amount to be transferred, he or she shall be deemed to have directed that such
transferred amount (for which no new investment direction shall have been
received) be deemed applied to the
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purchase of shares in the Putnam Money Market Fund (or in such other short-term
investment fund as determined by the Benefits Committee).
(e) Shares of Investment Fund Participation and Valuation of Shares.
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A Participant's interest in each Investment Fund shall be deemed to be
represented by shares of Investment Fund participation. The deemed value of a
share in each Investment Fund shall be the same as the value of an actual share
of investment in the relevant Investment Fund offered under the 401(k) Plan.
(f) Fractional Investments. For the purposes of this Section 3.2,
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fractions of shares computed to four decimal points, as well as whole shares, in
any of the Investment Funds may be deemed redeemed or purchased for the credit
of Participants.
(g) Crediting the Accounts. The 401(k) Plan Restoration Account or
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portion of the 401(k) Plan Restoration Account of a Participant deemed invested
in each Investment Fund shall be deemed credited on each valuation date under
the 401(k) Plan with the number of shares determined by dividing the
contributions and other amounts, if any, credited to the 401(k) Plan Restoration
Account (or such portion thereof) by the share value for the applicable
Investment Fund under the 401(k) Plan as determined as of that valuation date.
(h) Status of Investments. All investments actually made by the Bank
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or any other Company in connection with this Plan will be deemed made solely for
the purpose of aiding the Bank and such other Companies in measuring and meeting
their obligations under the Plan. Further, the Bank and such other Companies
are not limited to the investments described in the above-referenced Investment
Funds but are merely obligated to duplicate the investment returns offered by
the Investment Funds under the 401(k) Plan. The Bank or, as appropriate, any
other Company will be named sole owner of all such investments and of all rights
and privileges conferred by the terms of the instruments evidencing such
investments. This Plan places no obligation upon the Bank or any other Company
to invest any portion of the amount credited to a Participant's 401(k) Plan
Restoration Account, to invest or continue to invest in any specific asset, to
liquidate any particular investment, or to apply in any specific manner the
proceeds from the sale, liquidation, or maturity of any particular investment.
Nothing stated herein shall cause such investments to be treated as anything but
the general assets of the Bank and, as appropriate, of other Companies, nor will
anything stated herein cause such investments to represent the vested, secured
or preferred interest of the Participant or his or her beneficiaries designated
under this Plan.
(i) Responsibility for Investment Choices. Each Participant is
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solely responsible for the selection of his or her investment options. The
Committee, the Benefits Committee, the Bank, other Companies, and the officers,
supervisors and other employees of the Bank and other Companies are not
empowered to advise a Participant as to the manner in which his or her 401(k)
Plan Restoration Account should be deemed invested. The fact that an Investment
Fund is
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available to Participants for deemed investment under the Plan shall not be
construed as a recommendation for deemed investment in that Investment Fund.
(j) Annual Statements. There will be furnished, by mail or
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otherwise, at least once in each Plan Year to each person who has a 401(k) Plan
Restoration Account under the Plan, a statement of the amount of such 401(k)
Plan Restoration Account as of such date as shall be selected by the Committee
or the Benefits Committee, which statement will be deemed to have been accepted
as correct and be binding on such person unless the Committee or the Benefits
Committee receives written notice to the contrary within thirty (30) days after
the statement is mailed or furnished to such person.
(k) Securities Law Limitations. Notwithstanding anything in the Plan
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to the contrary, if at any time a Participant who is an Insider is prohibited by
the Section 16 Rules from directing that his or her 401(k) Plan Restoration
Account be (i) deemed invested in an Investment Fund that invests in Bank Stock,
(ii) deemed transferred to a deemed investment in Bank Stock, or (iii) to the
extent of any deemed investment in Bank Stock held in such account, deemed
redeemed for whatever reason, any such direction shall be disregarded and not
given effect.
Section 3.3 Payment of 401(k) Plan Restoration Accounts.
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(a) Except as provided in Section 3.3(b), the amounts credited to a
Participant's 401(k) Plan Restoration Account, to the extent vested, shall be
paid to the Participant by the Bank or such other entity responsible for the
payment of compensation to the Participant (as determined by the Benefits
Committee) in a lump sum in cash within 120 days following the end of the
calendar year in which the Participant's Termination of Service occurs;
provided, however, if such payment would be prohibited by the Section 16 Rules,
a lump sum cash payment will be made as soon as practicable following the
earliest date on which a distribution could be made that would not be prohibited
by the Section 16 Rules.
(b) In the event payment is made on account of a Participant's death,
such payment shall be made to the beneficiary designated by the Participant with
respect to his or her 401(k) Plan Restoration Account under the Plan (or, if no
such beneficiary has been designated, to the Participant's beneficiary under the
401(k) Plan) by the Bank or such other entity responsible for the payment of
compensation to the Participant (as determined by the Benefits Committee) in a
lump sum in cash no later than 120 days after the end of the calendar year in
which the Participant's death occurs.
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ARTICLE IV
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Supplemental Retirement Benefits
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Section 4.1 Amount of Supplemental Retirement Benefits.
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(a) A Participant who is eligible under Section 2.1(b) shall be
entitled to an annual Supplemental Retirement Benefit under the Plan in an
amount equal to the excess of:
(i) the annual vested, disability, early or normal retirement
allowance, stated in the form of a single life annuity commencing at his or
her Benefit Commencement Date, to which he or she would have been entitled
under the Retirement Plan, based on the following conditions: (x) in the
absence of the limitations of Section 415 of the Code, (y) using Adjusted
Compensation in lieu of compensation under the Retirement Plan and (z) the
Participant's accrued benefit as of December 31, 1989 was based on the
Retirement Plan formula in effect for employees other than those described
in Section 414(q)(1)(B) of the Code (except that this clause (z) shall not
apply to employees who retired under the Bank's Voluntary Open Window
Retirement Program adopted August 28, 1990); over
(ii) the annual vested, disability, early or normal retirement
allowance, stated in the form of a single life annuity commencing at his
Benefit Commencement Date, to which he or she is entitled under the
Retirement Plan.
(b) A Participant's Supplemental Retirement Benefits shall vest at
the same time or times as his or her benefit under the Retirement Plan vests.
Section 4.2 Payment of Supplemental Retirement Benefits.
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(a) Except as provided in this subsection (a), Section 4.3 or Section
4.4, the Supplemental Retirement Benefits of a Participant shall be payable in
the same form as the Normal Form of Benefit. Notwithstanding the form of
benefit described in the preceding sentence, a Participant may elect that his or
her Supplemental Retirement Benefits be paid in a form other than the Normal
Form of Benefit, provided that, (i) the election is made, in the form and manner
prescribed by the Benefits Committee, at least twenty-four (24) months prior to
the earlier of the Participant's Termination of Service or the date payments
would otherwise commence and (ii) the form of benefit elected is a form
otherwise available under the Retirement Plan. For purposes of the preceding
sentence, the election shall be deemed made on the date such election is
received by the Benefits Committee (or the date such election is received by
such person or persons who may be designated by the Benefits Committee to
receive such election). Such election shall be irrevocable unless otherwise
modified in a manner satisfying the twenty-four (24) month election timing rule,
described above. Further, notwithstanding the form of benefit described in the
first sentence of this subsection (a) and the right to elect an optional form of
benefit described in the preceding sentence, a Participant may submit a request
to the Benefits
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Committee that his or her Supplemental Retirement Benefits be paid in an
alternative form of benefit, provided however, the payment of any such
alternative form of benefit shall be subject to the sole discretion of the
Benefits Committee. To the extent a Participant's Supplemental Retirement
Benefits are payable in a form other than a single life annuity, such
Supplemental Retirement Benefits shall be calculated on the basis of the same
actuarial assumptions as then apply under the Retirement Plan. Supplemental
Retirement Benefits payable pursuant to this Section 4.2 shall be paid by the
Bank or such other entity responsible for the payment of compensation to the
Participant (as determined by the Benefits Committee).
(b) Except as provided in this subsection (b), Section 4.3 or Section
4.4, Supplemental Retirement Benefits shall commence on the date the Participant
commences to receive a benefit under the Retirement Plan. Notwithstanding the
preceding sentence in this subsection (b), a Participant may submit a request to
the Benefits Committee that an alternative commencement date apply for the
payment of his or her Supplemental Retirement Benefits, provided however, the
payment of the Supplemental Retirement Benefits on any such alternative
commencement date shall be subject to the sole discretion of the Benefits
Committee. In the event the commencement date for the payment of a
Participant's Supplemental Retirement Benefits is prior to the date on which he
or she would otherwise be entitled to an unreduced benefit under the Retirement
Plan, such Supplemental Retirement Benefits shall be subject to an actuarial
reduction for such earlier commencement determined in the same manner as
provided under the Retirement Plan.
Section 4.3 Supplemental Death Benefits.
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If a Participant dies prior to the date payment of his or her
Supplemental Retirement Benefits commence, a supplemental death benefit shall be
payable under the Plan to the person designated as the Participant's beneficiary
under the Retirement Plan and shall be in an amount equal to the excess of:
(i) the annual survivor benefit to which the beneficiary would have
been entitled under the Retirement Plan (assuming the beneficiary has not
elected to defer commencement of such benefit), based on the following
conditions: (x) in the absence of the limitations of Section 415 of the
Code, (y) using Adjusted Compensation in lieu of compensation under the
Retirement Plan, and (z) the Participant's accrued benefit as of December
31, 1989 was based on the Retirement Plan formula in effect for employees
other than those described in Section 414(q)(1)(B) of the Code (except that
this clause (z) shall not apply to employees who retired under the Bank's
Voluntary Open Window Retirement Program adopted August 28, 1990); over
(ii) the annual survivor benefit to which the beneficiary would be
entitled under the Retirement Plan (assuming the beneficiary has not
elected to defer commencement of such benefit).
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The supplemental death benefits under the Plan shall be payable in the same form
and shall commence at the same time as the survivor benefit otherwise payable
under the Retirement Plan (determined, however, without regard to any election
under the Retirement Plan of an optional form of survivor benefit or of a
deferral of the commencement date of such survivor benefit). Notwithstanding the
preceding sentence, a Participant (or beneficiary of such Participant) may
submit a request to the Benefits Committee that the supplemental death benefits
be paid on an alternative commencement date and a Participant (or a beneficiary
of such Participant) may submit a request to the Benefits Committee that the
supplemental death benefits be paid in an alternative form of benefit, provided
however, the payment of the supplemental death benefits in any such alternative
form of benefit or on any such alternative commencement date (or, as applicable,
in accordance with a request for both such alternatives) shall be subject to the
sole discretion of the Benefits Committee. In the event the commencement date
for the payment of the supplemental death benefits is prior to the date on which
an unreduced survivor benefit would otherwise be provided under the Retirement
Plan, or the supplemental death benefits are paid in an alternative form, the
amount of supplemental death benefits shall be subject to an actuarial
modification to reflect such earlier commencement or alternative form,
determined in the same manner as provided under the Retirement Plan.
Supplemental death benefits payable pursuant to this Section 4.3 shall be paid
by the Bank or such other entity responsible for the payment of compensation to
the Participant (as determined by the Benefits Committee).
Section 4.4 Lump Sum Cash-Out.
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Notwithstanding the provisions of Sections 4.2 and 4.3 of the Plan,
if, at the time of the Participant's Termination of Service, the present value
of the Supplemental Retirement Benefits or supplemental death benefits, as the
case may be, is less than $25,000, such benefits shall be paid by the Bank or
such other entity responsible for the payment of compensation to the Participant
(as determined by the Benefits Committee) in a lump sum (i) to the Participant
within sixty (60) days following the Participant's Termination of Service, or
(ii) to the Participant's beneficiary (as designated under the Retirement Plan)
within sixty (60) days after the Participant's death. For purposes of this
Section 4.4, the present value shall be determined based on the same actuarial
assumptions as then apply under the Retirement Plan for purposes of calculating
lump sum benefits thereunder.
ARTICLE V
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Administration
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Section 5.1 Duties of the Committee.
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The Committee and, to the extent delegated to the Benefits Committee,
the Benefits Committee shall have full responsibility for the management,
operation, interpretation and administration of the Plan in accordance with its
terms, and shall have such authority as is
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necessary or appropriate in carrying out its responsibilities, unless overruled
or modified by the Board. Any action hereunder that may be taken by the Benefits
Committee may also be taken by the Committee (and any Committee action hereunder
shall, as applicable, supersede Benefits Committee action). Actions taken by the
Committee and, as applicable, the Benefits Committee, pursuant to this Section
5.1, shall be final, conclusive and binding upon the Bank, Participants,
beneficiaries, and other interested parties. No member of the Committee or the
Benefits Committee shall be entitled to act on or decide any matter relating
solely to himself or herself or any of his or her rights or benefits under the
Plan. The Committee and the Benefits Committee may, in their discretion,
designate a person or persons to carry out such duties or functions as the
Committee or the Benefits Committee so determines. Notwithstanding any provision
of the Plan to the contrary, any duty or function which may be performed by the
Committee, the Benefits Committee, or any delegatee of either may instead be
performed by the Board if the Board so determines in its sole discretion.
Section 5.2 Liabilities of the Committee.
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Neither the Committee or the Benefits Committee, nor its individual
members shall be deemed to be a fiduciary with respect to the Plan, nor shall
any of the foregoing individuals or entities be liable to any Participant or
beneficiary in connection with the management, operation, interpretation or
administration of the Plan. Any such liability shall be the sole responsibility
of the Bank or such other entity responsible for the payment of compensation to
the Participant (as determined by the Benefits Committee).
Section 5.3 Expenses.
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Any expenses incurred in the management, operation, interpretation or
administration of the Plan shall be paid by the Bank or, to the extent
determined by the Benefits Committee, by such other entities that have employees
or former employees who participate in the Plan. In no event shall the benefits
otherwise payable under the Plan be reduced to offset the expenses incurred in
managing, operating, interpreting or administering the Plan.
Section 5.4 Unfunded Character of the Plan.
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The Plan and the accounts established hereunder shall be unfunded.
Payment of benefits under the Plan shall be made, as due, from the general
assets of the Bank or such other Company responsible for the payment of
compensation to a Participant, as determined by the Committee. The Bank and
such other Companies may, in their sole and absolute discretion, establish one
or more accounts, funds, or trusts, to reflect their obligations under the Plan,
and may make such investments as any of them may deem desirable to assist them
in meeting such obligations. Any assets held in such accounts, funds, or trusts
shall be subject to claims of the Bank's (or, as appropriate, such other
Companies') general creditors, and no person eligible for a benefit under the
Plan shall have any preferred right, title or interest in any such assets. The
Plan
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shall constitute solely an unsecured promise by the Bank (and, as appropriate,
such other Companies) to pay benefits to the extent provided herein.
ARTICLE VI
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Amendment and Termination
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Section 6.1 Amendment and Termination.
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Subject to the provisions of Section 6.2 and 6.3, the Board and the
Committee shall have the right to amend or terminate the Plan, in whole or in
part, at any time. In addition, the Benefits Committee may amend, in whole or
in part, the provisions of the Plan as it deems necessary or appropriate to
facilitate the administration, management or interpretation of the Plan,
provided that any such amendment does not materially increase the cost of
maintaining the Plan.
Section 6.2 Vesting on Termination.
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In the event of a termination of the Plan, the rights of all affected
parties to benefits accrued to the date of such termination shall become fully
vested and nonforfeitable.
Section 6.3 Preservation of Benefits on Amendment or Termination.
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No amendment or termination of the Plan shall reduce the accrued
benefits, if any, of a Participant under the Plan, except to the extent that
such a reduction would be permitted if such benefits were provided under the
Retirement Plan or the 401(k) Plan, as the case may be.
Section 6.4 Distribution of Benefits on Termination.
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In the event of the termination of the Plan, benefits shall be paid at
the time or times they would have been paid had the Plan not been terminated.
ARTICLE VII
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Miscellaneous Provisions
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Section 7.1 Governing Law.
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The Plan shall be construed, administered, and enforced according to
the laws of the State of New York, except to the extent that such laws are
preempted by the laws of the United States of America.
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Section 7.2 No Right to Continued Employment.
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Neither the establishment of the Plan nor any provisions of the Plan,
nor any action of the Committee shall be held or construed to confer upon any
Employee the right to a continuation of employment by the Company, the Bank or
any entity affiliated with the Company or the Bank.
Section 7.3 Construction of Language.
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Wherever appropriate in the Plan, words used in the singular may be
read in the plural, words used in the plural may be read in the singular, and
words importing the masculine gender shall be deemed equally to refer to the
feminine and the neuter. Any reference to any Article or Section shall be to an
Article or Section of the Plan, unless otherwise indicated.
Section 7.4 Non-alienation of Benefits.
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The right to receive a benefit under the Plan shall not be subject in
any manner to anticipation, alienation, or assignment, nor shall such right be
liable for or subject to debts, contracts, liabilities or torts. Should any
Participant, beneficiary or other person attempt to anticipate, alienate or
assign his or her interest in or right to a benefit, or should any person
claiming against him or her seek to subject such interest or right to legal or
equitable process, all the interest or right of such Participant, beneficiary or
other person entitled to benefits under the Plan shall cease, and in that event,
such interest or right shall be held or applied, at the direction of the
Benefits Committee, for or to the benefit of such Participant, beneficiary or
other person or his or her spouse, children or other dependents in such manner
and in such proportions as the Benefits Committee may deem proper.