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Exhibit 10.41
Amendment to the
Dime Bancorp, Inc. Voluntary Deffered Compensation Plan For Directors
Effective March 26, 1998
The Dime Bancorp, Inc. Voluntary Deferred Compensation Plan for Directors
(the "Plan") is hereby amended, effective as of the date set forth above, as
follows:
1. Clause (C) of Paragraph 13(a) of the Plan is amended to provide as
follows:
"(C) one or more forms of annuity providing a fixed quarterly or
monthly payment, which shall include, in addition to such
forms of annuity as shall be determined from time to time by
the Committee, the following:
(1) Single Life Annuity;
(2) Single Life Annuity With A Ten-Year Term Certain;
(3) Single Life Annuity With A Fifteen-Year Term Certain;
(4) Joint and 50% Survivor Annuity;
(5) Joint and 100% Survivor Annuity;
(6) Joint and 50% Survivor Annuity With A Ten-Year Term
Certain;
(7) Joint and 100% Survivor Annuity With A Ten-Year Term
Certain;
(8) Joint and 50% Survivor Annuity With A Fifteen-Year Term
Certain;
(9) Joint and 100% Survivor Annuity With A Fifteen-Year Term
Certain
The forms of annuity described in options (4) through (9)
shall be available only if the Participant is married at the
time benefits commence. If a Participant is not married at the
time benefits commence, such Participant shall be permitted to
select only the form of annuity described in option (1), (2)
or (3); or"
2. Clause (C) of Paragraph 13(b) of the Plan is amended to provide as
follows:
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"(C) one or more forms of annuity providing a fixed quarterly or
monthly payment, which shall include, in addition to such
forms of annuity as shall be determined from time to time by
the Committee, the following:
(1) Single Life Annuity;
(2) Single Life Annuity With A Ten-Year Term Certain;
(3) Single Life Annuity With A Fifteen-Year Term Certain;
(4) Joint and 50% Survivor Annuity;
(5) Joint and 100% Survivor Annuity;
(6) Joint and 50% Survivor Annuity With A Ten-Year Term
Certain;
(7) Joint and 100% Survivor Annuity With A Ten-Year Term
Certain;
(8) Joint and 50% Survivor Annuity With A Fifteen-Year Term
Certain;
(9) Joint and 100% Survivor Annuity With A Fifteen-Year Term
Certain
The forms of annuity described in options (4) through (9)
shall be available only if the Participant is married at the
time benefits commence. Accordingly, if a Participant is not
married at the time benefits commence, such Participant shall
be permitted to select only the form of annuity described in
option (1), (2) or (3); or"
3. Paragraph 13(d) of the Plan is amended to provide as follows:
"(d) Payments Upon Death. To the extent permitted by the
Committee, a Participant may elect that if the Participant dies
before payments of a deferred amount have otherwise commenced under
the Plan to the Participant, an amount based on the amount allocated
to the Participant's Account and Benefit Transfer Account be
distributed to the Participant's Beneficiary (as defined below) (i)
in a single lump sum, in the form of a single life annuity payable
over the life of the Participant's Beneficiary, or in the form of a
single life annuity payable over the life of the Participant's
Beneficiary with a five, ten or fifteen-year period certain feature
providing for payments, if appropriate, after the death of the
Participant's Beneficiary to a contingent beneficiary for the
period, if any, remaining in the
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applicable five, ten or fifteen-year period measured from the date
as of which annuity payments to the Beneficiary commenced, (ii)
commencing either on the last day of the calendar quarter in which
the Participant dies (or as soon as practicable thereafter) or on
the last day of the first calendar quarter in the calendar year
immediately following the date of the Participant's death; provided,
however, that if no election is made with respect to the form of
such benefit, payment shall be made in a single lump sum, and if no
such election is made with respect to the timing of such benefit,
payment shall be made or otherwise commence at the end of the
calendar quarter in which the Participant died, or as soon as
practicable thereafter. In the event that payment is to be made in
the form of an annuity, the amount of each annuity payment shall be
determined by the Committee or its designee in its sole discretion,
which amount shall be based on the amounts that could be payable
under one or more commercial annuity products that could be
purchased with the amounts in a Participant's Account and Benefit
Transfer Account that is to be paid in the form of an annuity at a
date set by the Committee that is within 60 days of the starting
date of the annuity, with the identity of the commercial annuity
products to be used for this purpose to be determined in the sole
discretion of the Committee, or by the Committee's designee in
accordance with standards established by the Committee. Any such
determination, and the determination by the Committee or its
designee of the amount of any annuity payments to be made hereunder,
shall be final and binding upon all Participants and beneficiaries.
In the event that the Committee or its designee, in their sole and
absolute discretion, shall direct that a commercial annuity be
purchased in order to fund any payment obligations hereunder, such
annuity contract, when purchased, shall be the property of the Bank
or other purchasing entity, and the Beneficiary will continue to be
no more than an unsecured creditor of the Bank or, as applicable,
another subsidiary of the Company, as described above. If a
Participant has named more than one Beneficiary to receive payments
under this Paragraph 13(d) in the form of an annuity, the annuity
payable to each such Beneficiary shall be payable based on the life
of such Beneficiary alone, and shall be based on the portion of the
Participant's Account and Benefit Transfer Account designated for
payment to the particular Beneficiary in accordance with the
Participant's beneficiary designation. Notwithstanding the
foregoing, if a Participant names a Beneficiary who is not an
individual, payment of any death benefit to such Beneficiary
following the death of such Participant prior to the commencement of
payments of a deferred amount under the Plan to the Participant
shall be made in a single lump sum, notwithstanding any election of
an annuity form to the contrary. If payments of a deferred amount in
the form of installments or an annuity have already commenced to the
Participant at the time of the Participant's death, they shall
continue to be made after the Participant's death to the
Participant's Benefi ciary (or Beneficiaries) in accordance with the
form of benefit that had already commenced, and the Beneficiary (or
Beneficiaries) shall otherwise be granted the same rights as were
held by the Participant hereunder."