<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1996
Registration No. 33-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
NORTH FORK BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154608
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(Address of Principal Executive Offices) (Zip Code)
NORTH FORK BANCORPORATION, INC. 401(k) RETIREMENT SAVINGS PLAN
(Full title of the Plan)
JOHN ADAM KANAS
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
NORTH FORK BANCORPORATION, INC.
275 BROAD HOLLOW ROAD
MELVILLE, NEW YORK 11747
(Name and address of agent for service)
(516) 844-1000
(Telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Thomas B. Kinsock, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
<TABLE>
=====================================================================================
CALCULATION OF REGISTRATION FEE
-------------------------------
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered<F1> per share<F2> price tion fee
- ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 100,000 $25.56 $2,556,000 $881.38
$2.50 par value
per share
<FN>
- ----------------------------
<F1> Represents an estimated number of additional shares of common
stock to be acquired in the foreseeable future by employees of
the registrant under the North Fork Bancorporation, Inc. 401(k)
Retirement Savings Plan. The registrant previously filed with
the Commission on September 28, 1992, a registration statement
on Form S-8 (Reg. No. 33-52504) relating to securities offered
under the plan.
<F2> Estimated solely for the purpose of calculating the registration
fee. Such estimate has been calculated in accordance with Rule
457(h) under the Securities Act of 1933 and is based upon the
average of the high and low prices per share of the registrant's
Common Stock as reported by the New York Stock Exchange on
January 26, 1996.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered pursuant to the plan.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The registrant previously filed with the Securities and Exchange
Commission (the "Commission") on September 28, 1992, a registration
statement on Form S-8 (Registration No. 33-52504) relating to
securities offered under the plan (the "1992 Plan S-8"). The
contents of the 1992 Plan S-8, including exhibits thereto, are
incorporated herein by reference, except to the extent superseded
or modified by the specific information set forth below or the
specific exhibits attached hereto.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed by the registrant or the plan
with the Commission, are incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 1994, and where interests in the plan are being
registered, the plan's latest annual report, filed pursuant to
Section 13(a) or 15(d) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995, and September 30,
1995; and
(c) The description of the registrant's common stock, which is
contained in the registration statement filed by the registrant
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the registrant or the plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment that
indicates that all securities offered hereby have been sold or that
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference
herein and filed prior to the filing hereof shall be deemed to be
modified or superseded for purposes of this registration statement
to the extent that a statement contained herein modifies or
supersedes such statement, and any statement contained herein or in
any other document incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration
statement to the extent that a statement contained in any other
subsequently filed document which also is incorporated by reference
II-1
<PAGE> 3
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration
statement.
ITEM 8. EXHIBITS
The following additional exhibits are filed as part of this
registration statement.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4 North Fork Bancorporation, Inc. 401(k) Retirement
Savings Plan, with amendments.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.3 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.4 Consent of Gallop, Johnson & Neuman, L.C. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page of the
registration statement).
</TABLE>
The registrant will submit or has submitted the plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner, and has made or will make all changes required by
the IRS in order to qualify the plan.
II-2
<PAGE> 4
SIGNATURES
The Registrant. Pursuant to the requirements of the
---------------
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melville, State of New York, on
January 22, 1996.
NORTH FORK BANCORPORATION, INC.
By: /s/ John Adam Kanas
----------------------------------
John Adam Kanas
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of North Fork
Bancorporation, Inc. hereby severally and individually constitute
and appoint John Adam Kanas and Daniel M. Healy, and each of them,
the true and lawful attorneys and agents of each of us to execute
in the name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this registration
statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the
power to act with or without the other and to have full power and
authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such
amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
II-3
<PAGE> 5
<TABLE>
<CAPTION>
Name Title Date
---- ------ ----
<C> <S> <C>
/s/ John Adam Kanas Director, President,
- ------------------------------ Chief Executive Officer
John Adam Kanas and Chairman of the
Board (Principal
Executive Officer) January 22, 1996
/s/ Daniel M. Healy Executive Vice
- ------------------------------ President, Chief January 22, 1996
Daniel M. Healy Financial Officer
(Principal Financial
and Accounting Officer)
/s/ John Bohlsen Director January 22, 1996
- ------------------------------
John Bohlsen
/s/ Malcolm J. Delaney Director January 22, 1996
- ------------------------------
Malcolm J. Delaney
/s/ Allan C. Dickerson Director January 22, 1996
- ------------------------------
Allan C. Dickerson
/s/ Lloyd A. Gerard Director January 22, 1996
- ------------------------------
Lloyd A. Gerard
/s/ James F. Reeve Director January 22, 1996
- ------------------------------
James F. Reeve
/s/ James H. Rich, Jr. Director January 22, 1996
- ------------------------------
James H. Rich, Jr.
/s/ George H. Rowsom Director January 22, 1996
- ------------------------------
George H. Rowsom
/s/ Kurt R. Schmeller Director January 22, 1996
- ------------------------------
Dr. Kurt R. Schmeller
/s/ Raymond W. Terry, Jr. Director January 22, 1996
- ------------------------------
Raymond W. Terry, Jr.
II-4
<PAGE> 6
The Plan. Pursuant to the requirements of the Securities Act of
--------
1933, the trustee (or other persons who administer the Plan) has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State
of Massachusetts, on January 18, 1996.
NORTH FORK BANCORPORATION, INC.
401(k) RETIREMENT SAVINGS PLAN
Scudder Trust Company
By: /s/ Sydney S. Tucker
-------------------------------------
Print Name: Sydney S. Tucker
-----------------------------
Title: Vice President
----------------------------------
II-5
<PAGE> 7
FORM S-8
NORTH FORK BANCORPORATION, INC.
</TABLE>
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Description
- ------- -----------
<C> <S>
4 North Fork Bancorporation, Inc. 401(k)
Retirement Savings Plan, with amendments.
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
23.3 Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23.4 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1).
24.1 Power of Attorney (included on signature
page of the registration statement).
</TABLE>
II-6
<PAGE> 1
NORTH FORK BANCORPORATION, INC.
401(k) RETIREMENT SAVINGS PLAN
Effective as of
October 1, 1992
DOCUMENT AS APPROVED BY IRS 11/14/94
<PAGE> 2
NORTH FORK BANCORPORATION, INC.
401(K) RETIREMENT SAVINGS PLAN
<TABLE>
CONTENTS
--------
<C> <S> <C>
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . -1-
ARTICLE II ELIGIBILITY AND PARTICIPATION . . . . . . . . -11-
ARTICLE III BEFORE-TAX CONTRIBUTIONS. . . . . . . . . . . -14-
ARTICLE IV BANK MATCHING CONTRIBUTIONS . . . . . . . . . -24-
ARTICLE V ADMINISTRATION OF FUNDS . . . . . . . . . . . -31-
ARTICLE VI VESTING OF ACCOUNTS . . . . . . . . . . . . . -33-
ARTICLE VII OPERATION OF THE TRUST FUND . . . . . . . . . -36-
ARTICLE VIII VOTING RIGHTS . . . . . . . . . . . . . . . . -37-
ARTICLE IX WITHDRAWALS AND LOANS DURING EMPLOYMENT . . . -40-
ARTICLE X ROLLOVERS . . . . . . . . . . . . . . . . . . -47-
ARTICLE XI DISTRIBUTION UPON TERMINATION OF EMPLOYMENT . -48-
ARTICLE XII ADMINISTRATION OF THE PLAN. . . . . . . . . . -54-
ARTICLE XIII ADOPTION, AMENDMENT, TERMINATION AND MERGER . -62-
ARTICLE XIV LIMITATIONS ON BENEFITS AND CONTRIBUTIONS . . -65-
ARTICLE XV TOP HEAVY PLAN YEARS. . . . . . . . . . . . . -72-
ARTICLE XVI MISCELLANEOUS . . . . . . . . . . . . . . . . -80-
</TABLE>
<PAGE> 3
FOREWORD
--------
North Fork Bancorporation, Inc. has established the North Fork
Bancorporation, Inc. 401(k) Retirement Savings Plan ("the Plan"),
effective as of October 1, 1992, to enable eligible employees to
defer a part of their current income to provide for their
retirement, death or disability. The purpose of the Plan is to
afford tax-favorable treatment to such deferrals and the Plan is to
be construed in a manner consistent with the provisions of Sections
401(a), 401(k) and 401(m) of the Internal Revenue Code and Treasury
Regulations thereunder.
<PAGE> 4
ARTICLE I
DEFINITIONS
-----------
As used herein, unless otherwise defined or required by the
context, the following words and phrases shall have the meanings
indicated. Some of the words and phrases used in the Plan are not
defined in this Article I, but, for convenience, are defined as
they are introduced into the text.
1.1 "Account" means a Participant's (a) Before-tax Contribution
Account, (b) Company Matching Contribution Account, (c)
Rollover Account, (d) Qualified Nonelective Contribution
Account or (d) any or all of such Accounts.
1.2 "Appropriate Form" means the form prescribed by the Committee
for a particular purpose.
1.3 "Bank" means North Fork Bancorporation, Inc.
1.4 "Bank Matching Contributions" means the Employer
contributions made to the Trust Fund pursuant to Article IV.
1.5 "Bank Matching Contribution Account" means the separate
Account maintained for a Participant to record the
Participant's share of the Trust Fund attributable to Company
Matching Contributions made on the Participant's behalf.
1.6 "Bank Stock" means the Class A common stock of North Fork
Bancorporation, Inc.
1.7 "Before-tax Contributions" means contributions made by an
Employer pursuant to an election by the Participant to reduce
the cash Compensation otherwise currently payable by an
equivalent amount, in accordance with the provisions of
Section 3.1.
-1-
<PAGE> 5
1.8 "Before-tax Contribution Account" means the separate Account
maintained for a Participant to record the Participant's
share of the Trust Fund attributable to Before-tax
Contributions made on the Participant's behalf.
1.9 "Beneficiary" means the person or persons so designated in
accordance with Section 2.5 to receive benefits payable under
the Plan as a result of the Participant's death.
1.10 "Board" or "Board of Directors" means the Board of Directors
of the Bank.
1.11 "Break in Service" means a Plan Year during which an Employee
does not complete more than 500 Hours of Service.
1.12 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
1.13 "Committee" means the committee constituted to administer the
Plan in accordance with Section 12.1. The members of the
Committee shall constitute "named fiduciaries" for the
purposes of Section 402(a)(1) of ERISA, responsible for
administration, operation and interpretation of the Plan.
1.14 "Compensation" means, with respect to any Participant, such
Participant's basic salary and wages, but excluding overtime
and bonuses and increased by the amount of any Before-tax
Contributions made to the Plan on the Participant's behalf
and any amount by which the Employee's current pay is reduced
pursuant to the Employee's election of benefits or coverage
under a "cafeteria" plan as described in Section 125 of the
Code. Notwithstanding the foregoing, Compensation in a Plan
Year in excess of $200,000, subject to adjustment as provided
in Section 401(a)(17) of the Code and the regulations
thereunder, shall be disregarded for all purposes under the
Plan. If the period for determining compensation used in
calculating a Participant's allocation for a determination
period is a Plan Year shorter than 12 months, the annual
Compensations limit is an amount equal to the otherwise
applicable
-2-
<PAGE> 6
Compensation limit multiplied by a fraction, the numerator of
which is the number of months in the short Plan Year and the
denominator of which is 12.
In determining the Compensation of an Employee, the rules of
Section 414(q)(6) of the Code shall apply, except that in
applying such rules, the term "family" shall include only the
spouse of the Employee and lineal descendants of the Employee
who have not attained age 19 before the close of the Plan
Year. If, as a result of the application of such rules the
adjusted $200,000 limitation is exceeded, then the limitation
shall be prorated among the affected individuals in
proportion to each such individuals Compensation as
determined under this Section prior to the application of
this limitation.
In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to
the contrary, for Plan Years beginning on January 1, 1994,
the annual Compensation of each Employee taken into account
under the plan shall not exceed the OBRA `93 annual
compensation limit. The OBRA `93 annual compensation limit
is $150,000, as adjusted by the Commissioner for increases in
the cost of living in accordance with Section 401(a)(17)(B)
of the Internal Revenue Code. The cost-of-living adjustment
in effect for a calendar year applies to any period, not
exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If
a determination period consists of fewer than 12 months, the
OBRA `93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in
the determination period, and the denominator of which is 12.
For Plan Years beginning on January 1, 1994, any reference in
this Plan to the limitation under Section 401(a)(17) of the
Code shall mean the OBRA '93 annual compensation limit set
forth in this provision.
1.15 "Controlled Group" means any corporation or unincorporated
business controlled by, or under common control with, an
Employer within the meaning of Sections 414(b), (c) and (o)
of the Code and any organization which is a
-3-
<PAGE> 7
member of an affiliated service group within the meaning of
Section 414(m) of the Code that includes an Employer
provided, however that for purposes of the limitations upon
benefits contained in Article XIV, "Controlled Group" status
shall be determined in accordance with section of 415(h) or
the Code. A corporation or unincorporated business shall
not be deemed part of the Controlled Group for any purpose
under the Plan with respect to any period before it became
part of the Controlled Group.
1.16 "Deferred Retirement Date" means the first day of the month
following the later of the Participant's Normal Retirement
Date and his or her actual retirement date.
1.17 "Disability" means the total and permanent disability that
qualifies the Participant to receive disability benefits
under the Federal Social Security Act.
1.18 "Disability Retirement Date" means the first of the month
coincident with or next following the date the Participant is
deemed to have a Disability.
1.19 "Early Retirement Date" means the first day in any month
after the Participant has attained age 55.
1.20 "Effective Date" means October 1, 1992.
1.21 "Employee" means an individual described in Section
3121(d)(1) or (2) of the Code who is employed by an Employer
or any member of the Controlled Group.
1.22 "Employer" means the Bank and any member of the Controlled
Group which with the consent of the Board of Directors, has
adopted the Plan as a participant herein and any successors
to such Employer.
-4-
<PAGE> 8
1.23 "Employment Commencement Date" means:
(a) the first day in respect of which an Employee receives
compensation from an Employer or any member of the
Controlled Group for the performance of services;
(b) in the case of an Employee who has incurred a Termination
of Employment the first day, after such Termination of
Employment, he receives Compensation from any Employer or
any member of the Controlled Group for the performance of
services.
1.24 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
1.25 "Highly Compensated Employee" shall mean with respect to each
Plan Year an Employee who, at any time during the Plan Year
being tested (the "determination year") or the twelve-month
period immediately preceding the determination year (the
"look-back year") (i) was a 5% owner (as defined in Section
416(i)(1) of the Code) with respect to the Employer or any
member of the Controlled Group (a "5 percent owner"), (ii)
earned more than $50,000 of Section 414(q) compensation (as
defined in Section 414(q)(7) of the Code ("Section 414(q)
Compensation")) and was among the "top-paid group" (as
defined in Section 414(q)(4) of the Code), (iii) earned more
than $75,000 of Section 414(q) Compensation, or (iv) was an
officer who earned more than $45,000 of Section 414(q)
Compensation (or, if greater, 50% of the defined benefit plan
dollar limit in effect under Section 415(b)(1)(A) of the Code
with respect to such year). The $50,000 and $75,000 amounts
are to be indexed at the same time and in the same manner as
is the dollar limit applicable to defined benefit plans under
Section 415 of the Code.
-5-
<PAGE> 9
Notwithstanding the provisions of the foregoing paragraph,
(a) In the case of the determination year for which an
Employee is being tested, an Employee not described in
Subparagraph (ii), (iii) or (iv) above for the look-back
year (without regard to this subparagraph (a)) shall not
be treated as being described in subparagraph (ii), (iii)
or (iv) above for the determination year unless such
employee is a member of the group consisting of the 100
employees paid the greatest Section 414(q) Compensation
during the determination year; and
(b) A former employee shall be treated as a Highly
Compensated Employee if (i) such employee was a Highly
Compensated Employee when such employee separated from
service, or (ii) such employee was a Highly Compensated
Employee at any time after attaining age 55.
If no officer has satisfied the compensation requirements of
subsection (iv) of this Section 1.25 during either a
determination year or look-back year, the highest paid
officer for such year shall be treated as a Highly
Compensated Employee.
If an Employee is, during a determination year or look-back
year, a family member of either a 5 percent owner who is an
active or former Employee or a Highly Compensated Employee
who is one of the 10 most Highly Compensated Employees ranked
on the basis of Section 414(q) Compensation paid by an
Employer during such year, then the family member and the 5
percent owner or top-ten Highly Compensated Employee shall be
aggregated. In such case, the family member and 5 percent
owner or top-ten Highly Compensated Employee shall be treated
as a single Employee receiving Section 414(q) Compensation
and Plan contributions or benefits equal to the sum of such
Section 414(q) Compensation and contributions or benefits of
the family member and 5 percent owner or top-ten Highly
Compensated Employee. For purposes of this Section, family
member includes the spouse, lineal ascendants and descendants
of the Employee or former Employee and the spouses of such
-6-
<PAGE> 10
lineal ascendents and descendants. However, Compensation
shall not be aggregated unless the family member has not
reached age 19 at the close of the Plan Year.
Notwithstanding any other provision of this Plan, the above
determination of a Highly Compensated Employee shall, at the
election of the Bank, be determined in accordance with the
simplified method described in Section 414(q)(12) of the
Code.
Included in consideration when determining who are Highly
Compensated Employees are all Employees employed by an
Employer or any member of the Controlled Group.
The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of
Employees in the top-paid group, the 100 Employees and the
number of Employees treated as officers will be made in
accordance with Section 414(q) of the Code and the
regulations thereunder.
Notwithstanding any provision herein to the contrary, an
Employer may elect to make the look-back year calculation for
a determination year on the basis of the calendar year ending
with or within the applicable determination year (or, in the
case of a determination year that is shorter than twelve
months, the calendar year ending with or within the
twelve-month period, ending with the end of the applicable
determination year). This election shall be made in
accordance with Temporary Treasury Regulation Section
1.414(q)-1T, Q&A-14(b).
1.26 "Hour of Service" means (i) each hour for which a person is
paid or entitled to payment for the performance of duties
with an Employer or any member of the Controlled Group or
other entity required to be aggregated with the Employer
pursuant to Section 414(o) of the Code, (ii) each hour for
which a person is paid, or entitled to payment, on account of
a period of time during which no
-7-
<PAGE> 11
duties are performed with an Employer or any member of the
Controlled Group irrespective of whether the employment
relationship has terminated due to vacation, holiday,
illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence and (iii) each hour
for which back pay, irrespective of mitigation of damages,
has either been awarded or agreed to by the Employer or any
member of the Controlled Group.
A person who is compensated for a period during which no
services are performed for the Employer shall be credited
with such number of Hours of Service as are required to be so
credited pursuant to the provisions of 29 CFR Section
2530.200b-2(b). Hours of Service which are credited to a
person pursuant to this Section shall be credited to the
computation period described in 29 CFR Section 2530.200b-2(c).
Solely for purposes of determining whether a Break in Service
has occurred, an individual who is absent from work for
maternity or paternity reasons shall receive credit for the
Hours of Service which would otherwise have been credited to
such individual but for such absence, or in any case in which
such hours cannot be determined, eight (8) Hours of Service
per day of such absence. Such hours shall not exceed 500.
For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (i) by reason
of the pregnancy of the individual, (ii) by reason of a birth
of a child of the individual, (iii) by reason of the
placement of a child with the individual in connection with
the adoption of such child by such individual, or (iv) for
purposes of caring for such child for a period beginning
immediately following such birth or placement. The Hours of
Service credited under this paragraph shall be credited in
the Plan Year in which the absence begins if the crediting is
necessary to prevent a Break in Service in that period, or in
all other cases, in the following Plan Year.
1.27 "Leased Employee" means any person as set forth in Section
414(n)(2) of the Code.
-8-
<PAGE> 12
1.28 "Normal Retirement Age" means the 65th birthday of the
Participant.
1.29 "Normal Retirement Date" means the first of the month
coincident with or next following the date the Participant
attains Normal Retirement Age.
1.30 "Participant" means an Employee who has become a participant
of the Plan in accordance with Article II and whose
participation has not terminated pursuant to such Article.
1.31 "Plan" means the North Fork Bancorporation 401(k) Retirement
Savings Plan as in effect on October 1, 1992 and set forth
herein or as amended from time to time thereafter.
1.32 "Plan Year" means the calendar year provided, however, that
the first Plan Year shall be a short Plan Year beginning on
the Effective Date (October 1, 1992) and ending on December
31, 1992.
1.33 "Qualified Nonelective Contributions" means contributions
made by the Bank, in its sole discretion, in order to correct
excess Before-tax Contributions, pursuant to Section 3.4
herein.
1.34 "Rollover Account" means the separate Account maintained for
a Participant to record the Participant's share of the Trust
Fund attributable to contributions as described in Section
10.1 of the Plan.
1.35 "Rollover Suspense Account" means the account established to
receive rollover contributions, which contributions will be
invested in a money market fund, the earnings from which will
be credited to the Participant's Rollover Account on the
Transaction Date.
1.36 "Termination of Employment" means the date on which an
Employee ceases to be employed by an Employer or a member of
the Controlled Group for any reason; provided, however, that
no Termination of Employment shall occur if
-9-
<PAGE> 13
an Employee is transferred from the employ of one Employer or
member of the Controlled Group to another Employer or member
of the Controlled Group.
1.37 "Transaction Date" means the first day of each calendar
quarter and such other date or dates as the Committee shall
specify.
1.38 "Trustee" means the individual or individuals or entity or
entities appointed from time to time by the Board to
administer the Trust Fund in accordance with Section 7.1.
1.39 "Trust Agreement" means the agreement entered into between
the Bank and the Trustee, as provided for in Section 7.1, as
the same may be amended from time to time.
1.40 "Trust Fund" means the trust fund established in accordance
with Section 7.1 from which benefits provided under this Plan
will be paid.
1.41 "Valuation Date" means the last business day of each calendar
quarter or any other date upon which the Committee and the
Trustee shall agree.
1.42 "Year of Service" means the period of 12 consecutive months
measured from the Participant's Employment Date and each Plan
Year (commencing with the Plan Year following the Plan Year
in which such Employment Date occurs) during which an
Employee completes at least one thousand (1,000) Hours of
Service.
1.43 "Year of Vesting Service" means a Plan Year after the
Effective Date in which an Employee completes at least one
thousand (1,000) Hours of Service. Employees who complete
two hundred-fifty (250) Hours of Service in the Short Plan
Year beginning on the Effective Date shall be credited with
one Year of Vesting Service.
-10-
<PAGE> 14
ARTICLE II
ELIGIBILITY AND PARTICIPATION
-----------------------------
2.1 Eligibility:
-----------
(a) Each Employee age 21 or over who was an Employee on
September 30, 1991 shall become eligible to participate
in the Plan on the Effective Date provided he completed
a Year of Service between September 30, 1991 and
September 30, 1992.
(b) Each Employee age 21 or over who has an Employment
Commencement Date between October 1, 1991 and September
30, 1992 shall be eligible to participate in the Plan on
the Effective Date provided his annualized hours worked
between his Employment Commencement Date and the
Effective Date were at least one thousand (1,000).
(c) Each other Employee shall become eligible to participate
on the first day of the month coincident with or next
following his completion of One Year of Service and
attainment of age 21.
2.2 Participation:
-------------
An Employee who satisfies the eligibility requirements of
Section 2.1 who wants to participate in the Plan shall
complete the Appropriate Form and submit it to the Committee
pursuant to Section 3.1. Deferrals of Compensation shall
commence with the first full pay period after the Employee's
authorization of such deferral; provided, however, that such
deferrals shall commence on the first pay period after
October 1, 1992 for any Employee who becomes eligible to
participate in the Plan pursuant to Section 2.1(a) above and
authorizes such deferrals. An Employee shall become a
Participant as soon as deferrals of such Employee's
Compensation shall commence under the Plan.
-11-
<PAGE> 15
2.3 Cessation of Participation:
--------------------------
A Participant shall cease to be a Participant as of the date
of his Termination of Employment; provided, however, an
individual who is no longer an Employee but for whom an
Account is maintained under the Plan shall continue to be a
Participant for all purposes of the Plan except Sections 3.1,
3.3, 4.1, 9.1, 9.2, 10.1 and as otherwise specifically set
forth in the Plan.
2.4 A former Participant who is re-employed by an Employer shall
again become eligible to participate as of his most recent
Employment Commencement Date and shall complete the
Appropriate Form and submit it to the Committee pursuant to
Section 3.1.
2.5 Beneficiary Designation:
-----------------------
Each Participant shall designate a Beneficiary on the
Appropriate Form provided by the Committee. The designated
Beneficiary may be one or more individuals or an estate or
trust; provided, however, that if the Participant is married
at the time of death, the surviving spouse shall
automatically be the sole Beneficiary unless the spouse had
consented, in writing, to a designation of a different
Beneficiary. Such consent must be witnessed by a notary
public and must acknowledge the effect of the designation.
Any such consent shall be irrevocable with respect to the
Beneficiary so designated. If more than one individual or
trust is named, the Participant shall indicate the shares
and/or precedence of each individual or trust so named. Any
Beneficiary so designated may be changed by the Participant
at any time (subject to the spouse's consent, if applicable)
by signing and filing the Appropriate Form with the
Committee.
-12-
<PAGE> 16
In the event that no Beneficiary had been designated or that
no designated Beneficiary survives the Participant, the
following Beneficiaries (if then living) shall be deemed to
have been designated in the following priority: (1) spouse,
(2) children, including adopted children, in equal shares,
per stirpes, (3) parents, in equal shares, (4) the person(s)
designated as beneficiary under any group life insurance
maintained by the Employer, and (5) the Participant's estate.
-13-
<PAGE> 17
ARTICLE III
BEFORE-TAX CONTRIBUTIONS
------------------------
3.1 Before-tax Contributions:
------------------------
(a) Each Employee who is eligible to participate in the Plan
may elect to reduce his Compensation for each payroll
period by an amount, in any whole percentages of 1% to
12% of his Compensation for such period and direct his
Employer to contribute such amount to the Plan in cash as
a Before-tax Contribution. A Participant's Before-tax
Contribution shall be credited to his Before-tax
Contribution Account.
(b) An election by an Employee pursuant to this Section 3.1
shall be made in writing on an Appropriate Form, no later
than thirty (30) days (or such lesser number of days as
is acceptable to the Committee) prior to the date he or
she becomes eligible to participate in the Plan. The
Participant shall specify on the Appropriate Form, the
percentage of his Compensation to be deducted each
payroll period and contributed to the Plan as a
Before-tax Contribution.
3.2 Limitation on Before-tax Contributions:
--------------------------------------
Notwithstanding any provision in the Plan to the contrary, in
no event shall the aggregate of Before-tax Contributions (and
such other "elective deferrals", as defined in Section
402(g)(3) of the Code and Treasury Regulation Section
1.402(g)-1(b)) made on a Participant's behalf with respect to
any year of the Participant exceed $7,000 (or such higher
dollar limit as may be in effect with respect to such year in
accordance with Section 402(g)(5) of the Code and Treasury
Regulation Section 1.402(g)-l(d) (hereinafter referred to as
the "applicable dollar limit")). Any amount in excess of the
"applicable dollar limit" shall be distributed in accordance
with Section 3.6 of this Plan.
-14-
<PAGE> 18
3.3 Change in Contribution Rate:
---------------------------
(a) A Participant may elect to increase (but not if
completely suspended) or decrease (but not completely
suspend) the amount contributed to the Plan, within the
limits specified in Sections 3.1, as of any January 1 or
July 1 or any such date authorized by the Committee for
the benefit of Plan Participant, by giving written notice
on the Appropriate Form to the Committee at least thirty
(30) days before such Transaction Date (or such lesser
period as the Committee may prescribe).
(b) A Participant may elect to completely suspend the amount
contributed to the Plan, as of any date by giving written
notice on the Appropriate Form to the Committee at least
thirty (30) days before such date (or such lesser period
as the Committee may prescribe).
(c) A Participant (other than a Participant on an Authorized
Leave as defined below) who elected to completely suspend
his Before-tax Contributions may not elect to resume such
contributions for one year after the Participant elected
to suspend such contributions. Such a Participant may
elect to resume contributions to the Plan by giving
written notice on the Appropriate Form to the Committee
at least thirty (30) days before such date (or such
lesser period as the Committee may prescribe).
(d) A Participant on an Authorized Leave (as defined below)
or who returns from an Authorized Leave may resume his
Before-tax Contributions as of any Transaction Date by
giving written notice on the Appropriate Form to the
Committee at least thirty (30) days before such
Transaction Date (or such lesser period as the Committee
may prescribe).
(e) For purposes of this Section 3.3, an Authorized Leave
means any leave of absence authorized by the Committee,
including, but not limited to, a leave of absence because
of disability, layoff, or maternity, which results
-15-
<PAGE> 19
in a reduction in (but not an elimination of) the
Participant's Compensation.
(f) Contribution rate changes also may be made at such times
as are necessary to comply with the provisions of Section
3.2, Section 3.4 or Section 4.2.
3.4 Limitations on Before-tax Contributions:
---------------------------------------
Notwithstanding the foregoing provisions of this Article III,
the Committee shall limit the amount of Before-tax
Contributions made on behalf of each Highly Compensated
Employee for each Plan Year to the extent necessary to ensure
that either of the following tests is satisfied:
(a) the "Actual Deferral Percentage" (as hereinafter defined)
for the group of Highly Compensated Employees who are
eligible to participate in the Plan is not more than the
Actual Deferral Percentage of all other Employees who are
eligible to participate in the Plan multiplied by 1.25;
or
(b) the excess of the Actual Deferral Percentage for the
group of Highly Compensated Employees who are eligible to
participate in the Plan over that of all other Employees
who are eligible to participate in the Plan is not more
than two percentage points, and the Actual Deferral
Percentage for the group of Highly Compensated Employees
eligible to participate in the Plan is not more than the
Actual Deferral Percentage of all other Employees
eligible to participate in the Plan multiplied by 2.0.
For purposes of this Section 3.4, the term "Actual Deferral
Percentage" shall mean, for a specified group of Employees
(or any Employee) eligible to participate in the Plan for a
Plan Year (as determined pursuant to Treasury Regulation
Section 1.401(k)-1(g)(4)), the average of the ratios (or the
ratio) calculated to the nearest one-hundredth of a
percentage point (calculated
-16-
<PAGE> 20
separately for each person in such group and to the nearest
one-hundredth of a percentage point) of
(a) the aggregate of the Before-tax Contributions which, in
accordance with the rules set forth in Treasury
Regulation Section 1.401(k)-1(b)(4), are taken into
account with respect to such Plan Year, to
(b) such employee's "Section 414(s) compensation" (as
determined under Section 414(s) of the Code and the
regulations thereunder) for such Plan Year. For this
purpose, Section 414(s) compensation shall mean
compensation as described under Section 415(c)(3) of the
Code and the regulations thereunder, and shall also
include all amounts currently not included in the
Employee's gross income by reason of Sections 125 and
402(a)(8) of the Code. Compensation shall be limited to
that portion of the Plan Year in which the Employee was
an eligible Employee (as determined pursuant to Treasury
Regulation Section 1.401(k)-1(g)(4)).
The Actual Deferral Percentage for any Employee who is a
Highly Compensated Employee for the Plan Year and who is
eligible to have Before-tax Contributions made on his behalf
under two or more arrangements described in Section 401(k) of
the Code that are maintained by an Employer or any member of
the Controlled Group shall be determined as if such Before-
tax Contributions were made under a single arrangement.
If the Plan is permissibly aggregated or is required to be
aggregated with other plans, as provided under Treasury
Regulation Section 1.401(k)-1(b)(3) for purposes of
determining whether or not such plans satisfy Section 410(b)
of the Code (other than for purposes of the average benefit
percentage test), then the provisions of this Section 3.4
shall be applied by determining the Actual Deferral
Percentage of eligible Employees as if all such plans were a
single plan. A plan may not be aggregated with another plan
having a different plan year.
-17-
<PAGE> 21
If the Plan covers both Employees who are included in a unit
of employees covered by a collective bargaining agreement and
Employees who are not so covered it must be treated as two
separate plans (one for each group of eligible Employees) for
purposes of Section 401(k) of the Code.
In determining the Actual Deferral Percentage for a Plan Year
for a Participant who is a Highly Compensated Employee, the
Before-tax Contributions and Section 414(s) compensation of
such Participant shall to the extent required under Treasury
Regulation Section 1.401(k)-1(g)(1), include the Before-tax
Contributions and Section 414(s) compensation of any
individual who is a "Family Member" (as hereinafter defined)
and such Family Members shall be disregarded as separate
Employees in determining the Actual Deferral Percentage both
for Participants who are Highly Compensated Employees and for
all other eligible Employees. A Family Member for this
purpose means, with respect to any Employee described in
Section 414(q)(6)(A) of the Code, a family member of such
individual as described in Section 414(q)(6)(B) of the Code.
Solely for the purpose of this Section 3.4, the term
"Before-tax Contributions" shall, to the extent elected by
the Committee in accordance with applicable law, include such
other contributions which, in accordance with Treasury
Regulation Section 1.401(k)-1(b)(5), may be aggregated with
such Before-tax Contributions for purposes of demonstrating
compliance with the requirements of Section 401(k)(3) of the
Code.
In the event it is determined prior to any payroll period
that the amount of Before-tax Contributions elected to be
made thereafter would cause the limitation prescribed in this
Section 3.4 to be exceeded, the amount of Before-tax
Contributions allowed to be made on behalf of Highly
Compensated Employees (and/or such other Participants as the
Committee may prescribe) may be reduced, notwithstanding the
limitations on contribution rate changes in Section 3.3.
Except as is hereinafter provided, the Participants to whom
such
-18-
<PAGE> 22
reduction is applicable and the amount cf such reduction
shall be determined pursuant to such uniform and
nondiscriminatory rules as the Committee shall prescribe.
Notwithstanding the foregoing paragraph, with respect to any
Plan Year in which Before-tax Contributions on behalf of
Highly Compensated Employees exceed the applicable limit set
forth in this Section 3.4, the Committee shall reduce the
amount of the excess Before-tax Contributions made on behalf
of the Highly Compensated Employees by reducing such excess
Before-tax Contributions (along with earnings) attributable
to such excess Before-tax Contributions, as determined
pursuant to Treasury Regulation Section 1.401(k)-
1(f)(4)(ii)) in accordance with Treasury Regulations Section
1.401(k)-1(f)(2). The Committee shall instruct the Trustee
to distribute such excess Before-tax Contributions (along
with earnings (including gap period earnings) attributable to
such Before-tax Contributions as determined pursuant to
Treasury Regulation Section 1.401(k)-1(f)(4)(ii)) to the
affected Highly Compensated Employees as soon as practicable
after the end of such Plan Year, and in all events prior to
the end of the next following Plan Year. The amount of such
reduction for a Highly Compensated Employee for a Plan Year
is the amount (if any) by which the Employee's Before-tax
Contributions must be reduced for the Employee's Actual
Deferral Percentage to equal the highest permitted Actual
Deferral Percentage under the Plan. To calculate the highest
permitted Actual Deferral Percentage under the Plan, the
Actual Deferral Percentage of the Highly Compensated Employee
with the highest permitted Actual Deferral Percentage is
reduced by the amount required to cause the Employees Actual
Deferral Percentage to equal the Actual Deferral Percentage
of the Highly Compensated Employee with the next highest
Actual Deferral Percentage. If a lesser reduction would
enable the Plan to satisfy the Actual Deferral Percentage
test, only this lesser reduction may be made. This process
must be repeated until the Plan satisfies the Actual Deferral
Percentage test. The Committee shall also take all
appropriate steps in order to meet the aggregate limitation
test contained in Section 4.3.
-19-
<PAGE> 23
To the extent that excess Before-tax Contributions are
refunded, Matching Bank Contributions attributable to such
excess contributions must be forfeited as of the date of
determination that such excess exists.
Notwithstanding distributions pursuant to the foregoing
provisions, excess Before-tax Contributions shall be treated
as Annual Additions for purposes of Article XV.
If any Before-tax Contribution made on behalf of a
Participant in excess of the maximum permitted is paid to the
Trustee before discovering the fact that the amount exceeds
the limitations of this Section 3.4, such amount shall be
deemed to have been contributed to the Plan by way of a
mistake of fact.
3.5 Qualified Nonelective Contributions:
-----------------------------------
Notwithstanding anything to the contrary herein, for any Plan
Year in which Before-tax Contributions on behalf of Highly
Compensated Employees exceed the applicable limit set forth
in Section 3.4, the Bank, in its sole discretion, may make
Qualified Nonelective Contributions to the accounts of active
non-Highly Compensated Employees. Any such contributions
shall be allocated, as of the last day of the Plan Year to
the Qualified Nonelective Contribution Accounts of such
Participants as are entitled thereto, in the same ratio as
each such Participant's Compensation bears to the aggregate
Compensation of all active non-Highly Compensated Employees.
3.6 Distribution of Excess Deferrals:
--------------------------------
(a) Notwithstanding any other provision of the Plan, Excess
Before-tax Amounts (as hereinafter defined) plus any
income and minus any loss allocable thereto for both the
calendar year and the period between the end of the
calendar year and the date the distribution is made, as
determined pursuant to Treasury Regulation Section
1.402(g)-1(e)(5)(iii),
-20-
<PAGE> 24
shall be distributed no later than each April 15, to
Participants who claim such allocable Excess Before-tax
Amounts for the preceding calendar year.
(b) For purposes of this Section 3.5, "Excess Before-tax
Amount" shall mean the amount of a Participant's
Before-tax Contributions (and other "elective deferrals"
within the meaning of Section 402(g)(3)(A) of the Code)
for a calendar year that the Participant allocates to
this Plan pursuant to the claim procedure set forth in
subsection 3.5(c) of this Plan.
(c) The Participant's claim shall be in writing; shall be
submitted to the Committee no later than March 1 of the
calendar year following the calendar year that the Excess
Before-tax Amount occurred; shall specify the
Participant's Excess Before-tax Amount for the preceding
calendar year; and shall be accompanied by the
Participant's written statement that if such amounts are
not distributed, such Excess Before-tax Amount, when
added to amounts deferred under other plans or
arrangements described in Section 401(k), 408(k), 403(b),
or 501(c)(18) of the Code, exceeds the limit imposed on
the Participant in accordance with the applicable
provisions of the Code for the year in which the deferral
of the Excess Before-tax Amount occurred.
Excess Before-tax Amounts are not to be disregarded for
the purposes of applying the requirements of Code Section
401(a)(4) and 401(k)(3) to the Plan merely because they
are Excess Before-tax Amounts or are distributed.
Notwithstanding the foregoing, Excess Before-tax Amounts
by Non-Highly Compensated Employees are not to be taken
into account under Code Section 401(k)(3) to the extent
such deferrals are prohibited under Section 401(a)(30) of
the Code.
-21-
<PAGE> 25
Excess Before-tax Amounts are treated as Employer
contributions for purposes of Section 415 of the Code
unless distributed pursuant to this Section 3.5 of the
Plan.
3.7 Distribution Requirements Applicable to Before-tax
--------------------------------------------------
Contributions:
--------------
Before-tax Contributions and the income allocable thereto
shall in no event be distributed to a Participant or
Beneficiary, as the case may be, earlier than such
Participant's retirement, death, Disability, termination of
employment, or upon the occurrence of one of the following
events:
(a) Termination of the Plan without the establishment or
maintenance of another defined contribution plan (other
than an employee stock ownership plan as defined in
Section 4975(e)(7) of the Code).
(b) The disposition by an Employer to an unrelated
corporation of substantially all of the assets (within
the meaning of Section 409(d)(2) of the Code) used in a
trade or business of an Employer, but only with respect
to Employees who continue employment with the corporation
acquiring such assets, provided that the Employer
continues to maintain the Plan after the disposition.
(c) The disposition by an Employer to an unrelated entity of
such Employer's interest in a subsidiary (within the
meaning of Section 409(d)(3) of the Code), but only with
respect to Employees who continue employment with such
subsidiary, provided that the Employer continues to
maintain the Plan after the disposition.
(d) A hardship distribution, as described in Section 9.1 of
the Plan.
-22-
<PAGE> 26
With respect to a distribution to a Participant on account of
an event described in subparagraphs (a), (b), or (c) above,
such distribution shall be paid in the form of a lump sum (as
defined in Section 402(e)(4) of the Code, without regard to
clauses (i), (ii), (iii), and (iv) of subparagraph (A),
subparagraph (B), or subparagraph (H) thereof).
-23-
<PAGE> 27
ARTICLE IV
BANK MATCHING CONTRIBUTIONS
---------------------------
4.1 Bank Matching Contributions:
---------------------------
The Employer shall make contributions to the Plan, with
respect to the 1992 Plan Year, on behalf of each Participant,
equal to seventy-five percent (75%) of the Participant's
first six percent (6%) of Before-tax Contributions, with
respect to such Plan Year. With respect to any other Plan
Year, the Employer shall make contributions to the Plan based
on Bank profits.
The Employer may designate the Bank Matching Contributions
described above as "qualified matching contributions" (to the
extent permitted under Treasury Regulation Section
1.401(k)-1(g)(13)) on behalf of Participants.
Any other provision of the Plan notwithstanding, in no event
shall the Bank Matching Contribution for any Plan Year exceed
the amount deductible for such Plan Year for income tax
purposes as a contribution to the Trust Fund under Section
404 of the Code.
Bank Matching Contributions, for any Plan Year, shall be made
at the end of each calendar quarter to Participants who are
employed on that date. Participants who retire, die or leave
employment due to a Disability during a calendar quarter
shall receive Bank Matching Contributions regardless of
whether they are employed on the last day of such calendar
quarter.
4.2 Limitations on Bank Matching Contributions:
------------------------------------------
Notwithstanding the foregoing provisions of Article III and
this Article IV, the Committee shall limit the amount of Bank
Matching Contributions made by or on behalf of each Highly
Compensated Employee for each Plan Year to the extent
necessary to ensure that either of the following tests is
satisfied:
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<PAGE> 28
(a) the "Actual Matching Contribution Percentage" (as
hereinafter defined) for the group of Highly Compensated
Employees who are eligible to participate in the Plan is
not more than the Actual Matching Contribution Percentage
of all other Employees who are eligible to participate in
the Plan multiplied by 1.25; or
(b) the excess of the Actual Matching Contribution Percentage
for the group of Highly Compensated Employees who are
eligible to participate in the Plan over that of all
other Employees who are eligible to participate in the
Plan is not more than two percentage points, and the
Actual Matching Contribution Percentage for the group of
Highly Compensated Employees eligible to participate in
the Plan is not more than the Actual Matching
Contribution Percentage of all other Employees eligible
to participate in the Plan multiplied by 2.0.
For purposes of this Section 4.2, the term "Actual Matching
Contribution Percentage" shall mean, for a specified group of
Employees (or any Employee) eligible to participate (as
determined pursuant to Treasury Regulation Section
1.401(m)-1(f)(4)) in the Plan for each Plan Year, the average
of the ratios (or the ratio) calculated to the nearest
one-hundredth of a percentage point (calculated separately
for each person in such group and to the nearest one-
hundredth of a percentage point) of
(A) the aggregate of the Bank Matching Contributions which,
in accordance with the rules set forth in Treasury
Regulation Section 1.401(m)-1(b)(4), are taken into
account with respect to such Plan Year, to
(B) such Employee's Section 414(s) compensation (as
determined under Section 3.4 of the Plan) for such Plan
Year.
The Actual Matching Contribution Percentage for a Participant
who is a Highly Compensated Employee for the Plan Year and
who is eligible to make
-25-
<PAGE> 29
contributions, or to have matching employer contributions
(within the meaning of Section 401(m)(4)(A) of the Code) made
on his behalf under two or more plans described in Section
401(a) of the Code that are maintained by an Employer or any
member of the Controlled Group, shall be determined as if the
total of such matching contributions were made under a single
plan.
If the Plan is permissibly aggregated or is required to be
aggregated with other plans, as provided under Treasury
Regulation Section 1.401(m)-1(b)(3) for purposes of Section
410(b) of the Code (other than the average benefit percentage
test), then the provisions of this Section 4.2 shall be
applied by determining the Actual Matching Contribution
Percentage of eligible Employees as if all such plans were a
single plan. A plan may not be aggregated with another plan
having a different plan year.
If the Plan covers both Employees who are included in a unit
of Employees covered by a collective bargaining agreement and
Employees who are not so covered it must be treated as two
separate plans (one for each group of eligible Employees) for
purposes of Section 401(m) of the Code.
In determining the Actual Matching Contribution Percentage of
a Participant who is a Highly Compensated Employee, Company
Matching Contributions and Section 414(s) compensation of
such Participant shall, to the extent required under Treasury
Regulation Section 1.401(m)-1(f)(1), reflect the Company
Matching Contributions made on behalf of, and the Section
414(s) compensation of, any individual who is a Family Member
(as that term is defined in Section 3.4 of the Plan) and such
Family Members shall be disregarded as separate employees in
determining the Actual Matching Contribution Percentage both
for Participants who are Highly Compensated Employees and for
all other eligible Employees.
Solely for the purpose of this Section 4.2, the term "Bank
Matching Contributions" shall, to the extent elected by the
Committee in accordance with
-26-
<PAGE> 30
applicable law, include such other contributions which, in
accordance with Treasury Regulation Section 1.401(m)-1(b)(5),
may be aggregated with such Bank Matching Contributions for
purposes of demonstrating compliance with the requirements of
Section 401(m)(2) of the Code. Notwithstanding the preceding
sentence, to the extent that Bank Matching Contributions are
treated as Before-tax Contributions pursuant to Section 3.4,
such Bank Matching Contributions shall be disregarded for
purposes of this Section 4.2.
In the event it is determined prior to any payroll period
that the amount of Bank Matching Contributions to be made
thereafter would cause the limitation prescribed in this
Section 4.2 to be exceeded, the amount of such contributions
(and any Before-tax Contributions, if necessary) allowed to
be made by or on behalf of Highly Compensated Employees
(and/or such other Participants as the Committee may
prescribe) shall be reduced. Except as is hereinafter
provided, the Participants to whom such reduction is
applicable and the amount of such reduction shall be
determined pursuant to such uniform and nondiscriminatory
rules as the Committee shall prescribe.
Notwithstanding the foregoing paragraph, with respect to any
Plan Year in which Bank Matching Contributions made on behalf
of Highly Compensated Employees exceed the applicable limit
set forth in this Section 4.2, the Committee shall reduce the
amount of the excess Company Matching Contributions on behalf
of the Highly Compensated Employees by reducing such
contributions in accordance with Treasury Regulation Section
1.401(m)-1(e)(2)). The Committee shall instruct the Trustees
to distribute such excess Company Matching Contributions
(along with earnings) attributable to such excess
contributions, as determined pursuant to Treasury Regulation
Section 1.401(m)-1(e)(3)(ii)), to the affected Highly
Compensated Employees as soon as practicable after the end of
such Plan Year, and in all events prior to the end of the
next following Plan Year. The amount of such reduction for
a Highly Compensated Employee for a Plan Year is the amount
(if any) by which the Employee's Company Matching
Contributions must be reduced for the
-27-
<PAGE> 31
Employee's Actual Matching Contribution Percentage to equal
the highest permitted Actual Matching Contribution Percentage
under the Plan. To calculate the highest permitted Actual
Matching Contribution Percentage under the Plan, the Actual
Matching Contribution Percentage of the Highly Compensated
Employee with the highest permitted Actual Matching
Contribution Percentage is reduced by the amount required to
cause the Employee's Actual Matching Contribution Percentage
to equal the Actual Matching Contribution Percentage of the
Highly Compensated Employee with the next highest Actual
Matching Contribution Percentage. If a lesser reduction
would enable the Plan to satisfy the Actual Matching
Contribution Percentage test, only this lesser reduction may
be made. The process must be repeated until the Plan
satisfies the Actual Matching Contribution Percentage test.
The Committee shall also take all appropriate steps in order
to meet the aggregate limitation test contained in Section
4.3.
Notwithstanding distributions pursuant to the foregoing
provisions, excess Bank Matching Contributions shall be
treated as Annual Additions for purposes of Article XIV. If
any Bank Matching Contribution on behalf of a Participant in
excess of the maximum permitted is paid to the Trustee before
discovering the fact that the amount exceeds the limitation
provided for under this Section 4.2, such amount shall be
deemed to have been contributed to the Plan by way of a
mistake of fact.
4.3 Aggregate Limitation:
--------------------
Any other provision of the Plan to the contrary
notwithstanding, the provisions of this Section 4.3 shall
apply with respect to any Plan Year if the conditions of both
(a) and (b) below are satisfied:
(a) the sum of (i) the "Actual Deferral Percentage" (as
defined in Section 3.4) for the group of
-28-
<PAGE> 32
Highly Compensated Employees who are eligible to
participate in the Plan and (ii) the "Actual Matching
Contribution Percentage" (as defined in Section 4.2 of
the Plan) for such group of Highly Compensated Employees
exceeds the "Aggregate Limit" (as hereinafter defined),
and
(b) both (i) the Actual Deferral Percentage for the group of
Highly Compensated Employees who are eligible to
participate in the Plan exceeds 125% of the Actual
Deferral Percentage of all other employees who are
eligible to participate in the Plan and (ii) the Actual
Matching Contribution Percentage of such group of Highly
Compensated Employees exceeds 125% of the Actual Matching
Contribution Percentage of all such other employees.
The term "Aggregate Limit" means the greater of the sum
of (i) and (ii) below or the sum of (iii) and (iv) below:
(i) 125% of the greater of (1) the Actual Deferral
Percentage of the group of Employees eligible to
participate in the Plan who are not Highly
Compensated Employees, or (2) the Actual Matching
Contribution Percentage of the group of Employees
eligible to participate in the Plan who are not
Highly Compensated Employees, and
(ii) Two percentage points plus the lesser of (i)(1) or
(i)(2) above (but in no event more than twice the
lesser of (i)(1) or (i)(2) above).
(iii) 125% of the lesser of (1) the Actual Deferral
Percentage of the group of Employees eligible
to participate in the Plan who are not Highly
Compensated Employees, or (2) the Actual
Matching Contribution Percentage of the group
of Employees eligible to participate in the
Plan who are not Highly Compensated Employees,
and
-29-
<PAGE> 33
(iv) Two percentage points plus the greater of (iii)(1)
or (iii)(2) above (but in no event more than twice
the greater of (iii)(1) or (iii)(2) above).
If the Actual Deferral Percentage and/or Actual Matching
Contribution Percentage for the group of Highly Compensated
Employees who are eligible to participate in the Plan, determined
after any corrective distribution of excess amounts in accordance
with the provisions of Section 3.4 and 4.2 have been effectuated,
exceeds an amount which would cause the limits set forth in the
foregoing provisions of this Section 4.3 to be exceeded, first the
amount of Bank Matching Contributions and then the amount of
Before-tax Contributions shall be reduced, in the same manner and
at the same time as such contributions are reduced in accordance
with Sections 3.4 and 4.2, but only to the extent necessary to
bring the Plan into compliance with the applicable limits set forth
in this Section 4.3.
-30-
<PAGE> 34
ARTICLE V
ADMINISTRATION OF FUNDS
-----------------------
5.1 The Committee shall cause to be established and maintained on
behalf of each Participant a Before-tax Contribution Account,
a Bank Matching Contribution Account, a Qualified Nonelective
Contribution Account, and a Rollover Account, if applicable.
5.2 The Participant may elect to have his deferrals and
contributions, whether to the Before-Tax Contribution
Account, Bank Matching Contribution Account, Qualified
Nonelective Contribution Account, or Rollover Account,
invested in multiples of 5% in each or a combination of the
investment funds. Such investment funds shall consist of an
equity fund, a fixed income fund, a balanced fund and a
Company Stock Fund. The Employee shall determine which of
the investment funds he wishes to invest in and the Trustee
shall invest all funds received from the Employer, and any
earning therein, in the investment funds as directed from
time to time in writing by the Employer.
5.3 Any dividends, interests, property or increments of any sort
deriving from any of the above funds shall be held and
reinvested in the same fund.
5.4 A Participant may change his investment in any of the funds
as to future contributions by giving written notice to the
Committee on the Appropriate Form at least thirty (30) days
before any Transaction Date.
5.5 A Participant may elect to transfer all or any part of his
Account from one investment fund to the other investment
fund(s) by giving written notice to the Committee on the
Appropriate Form at least thirty (30) days before any
Transaction Date.
-31-
<PAGE> 35
5.6 Valuation of Bank Common Stock
------------------------------
The value of the shares of the Bank's Common Stock will be
based on an algorithm of the average high and low market
price on the Valuation Date.
5.7 Allocation of Investment Fund Earnings
--------------------------------------
As of each Valuation Date the Trustee shall determine the
earnings of each investment fund and the individual Account
of each Participant shall be credited or charged with his
respective share of the earnings of such investment fund
since the last preceding Valuation Date. Each Participant's
share shall be determined individually with respect to the
portion of his individual Account that is invested in each
investment fund, and shall be in the same proportion to the
fund earnings of each such investment fund that the balance
of his Account invested therein as of the preceding Valuation
Date, plus one-half of contributions made after the last
Valuation Date, less distributions or withdrawals therefrom
since such prior Valuation Date.
5.8 Administrative Expenses
-----------------------
The Investment Manager's fees shall be charged to the
Participants' Account. All administrative recordkeeping
expenses shall be paid by the Bank.
-32-
<PAGE> 36
ARTICLE VI
VESTING OF ACCOUNTS
-------------------
6.1 A Participant shall always be 100% vested in the value of his
Before-tax Contribution Account, Rollover Account and
Qualified Nonelective Contribution Account.
6.2 Vesting Schedule
----------------
<TABLE>
Each Employee who enrolls in the Plan on October 1, 1992
shall be 100% vested in his Bank Contribution Account. Each
other Participant shall have a nonforfeitable interest in
that portion of his Bank Matching Contribution Account as
provided in the following vesting schedule:
<CAPTION>
Years of Vesting
Vesting Service Percentage
--------------- ----------
<S> <C>
2 25%
3 50%
4 75%
5 or more 100%
</TABLE>
6.3 Reemployment
------------
In the case of a Participant who separates from service
without a nonforfeitable interest in his Bank Matching
Contribution and who is reemployed after having five (5)
consecutive one-year Breaks-in-Service, all Years of Vesting
Service after such Breaks-in-Service will be disregarded for
the purpose of vesting the Bank Matching Contributions that
accrued before such breaks, but both pre-break and post-break
service will count for the purposes of vesting the Bank
Matching Contributions that accrue after such breaks. Both
accounts will share in the earnings and losses of the fund.
In the case of a Participant who separates from service
without a nonforfeitable interest in his Bank Matching
Contribution who is reemployed but does not have five (5)
consecutive one-year Breaks-in-Service, both the pre-break
and post-break service will count in vesting both the
pre-break and post-break Bank Matching Contribution Account.
-33-
<PAGE> 37
6.4 Forfeitures
-----------
(a) With respect to Participants separating from service with
the Bank other than by reason of retirement, disability
or death, amounts in a Participant's Bank Matching
Contribution Account which are not vested in whole or in
part pursuant to Section 6.2 above, shall be forfeited as
of the date the Participant receives a distribution
provided that the Participant (i) voluntarily elected to
receive such distribution or (ii) received a distribution
of his entire vested Account and the portion of such
distribution attributable to Bank Matching Contributions
did not exceed $3,500.
A Participant who has no vested right to his Bank
Matching Contribution Account shall be deemed to have
received a distribution of his entire vested Account as
of the date he terminated participation in the Plan.
(b) Notwithstanding the foregoing, the Participant's entire
Account shall be restored if:
(i) the Participant is reemployed prior to incurring
five (5) one-year consecutive Breaks-in-Service,
(ii) the Participant received a distribution which was
less than his entire Account balance, and
(iii) the Participant repays the full amount of the
distribution no later than the earlier of five
(5) years after the date of reemployment or
before incurring five (5) consecutive one-year
Breaks-in-Service commencing after the
distribution.
The amount restored shall be equal to the Participant's
Bank Matching Contribution Account, both distributed and
forfeited, as of the date of
-34-
<PAGE> 38
distribution, unadjusted for any subsequent gains or
losses. Acceptable sources of such restoration include
income to the Plan, forfeitures of Bank Matching
Contributions and Employer Contributions. Rules
regarding the order of sources from which restoration is
made shall be determined by the Committee and applied in
a uniform and nondiscriminatory manner. The forfeited
amounts shall be restored to the Participant no later
than the end of the Plan Year following the year in which
repayment occurs.
(c) For Participants separating from service who do not elect
to receive a distribution, forfeitures will occur on the
earlier of (1) the date the vested Account balance is
distributed or (ii) after he incurs five (5) consecutive
one-year Breaks-in-Service.
(d) Forfeitures shall be used to reduce Bank Matching
Contributions.
-35-
<PAGE> 39
ARTICLE VII
OPERATION OF THE TRUST FUND
---------------------------
7.1 Trust Fund; Trustee:
-------------------
All the funds of the Plan shall be held by a Trustee or
Trustees appointed from time to time by the Board of
Directors, in trust under a Trust Agreement adopted, or as
amended, by such Board for use in providing the benefits of
the Plan; and no part of the corpus or income of the Trust
Fund shall be used for, or diverted to, purposes other than
for the exclusive benefit of Participants or their
Beneficiaries under the Plan. No person shall have any
interest in or right to any part of the earnings of the Trust
Fund or any rights in, or to, or under the Trust Fund or any
part of the assets thereof, except as and to the extent
expressly provided in the Plan and in the Trust Agreement.
7.2 Funds Maintained by Trustee:
---------------------------
Contributions to the Plan by Employers for each calendar
month shall be transmitted to the Trustee no later than
thirty days (30) after the end of such calendar month. The
Trustee shall invest such contributions only as provided in
the Plan and the Trust Agreement.
7.3 Cash:
----
The Trustee shall maintain in cash, such part of the Trust
Fund as the Committee specifies for the proper administration
of the Plan. At the Committee's direction, the Trustee shall
invest such cash in high quality short-term money market
instruments as determined by the Trustee, which shall be
treated as cash for purposes of the Plan.
-36-
<PAGE> 40
ARTICLE VIII
VOTING RIGHTS
-------------
8.1 Participant Voting and Tendering Rights:
---------------------------------------
(a) Each Participant shall be entitled to instruct the
Trustee with respect to voting and/or giving of proxies
to vote the number of shares of Company Stock in the
Accounts of the Participant on the applicable record date
in accordance with the provisions of this Article.
(b) Each Participant (or, in the event of his or her death,
his or her Beneficiary) is, for purposes of this Section
8.1(b), hereby designated a "named fiduciary," within the
meaning of Section 403(a)(1) of ERISA with respect to (i)
the shares of Company Stock held in or allocated to his
or her Accounts and (ii) his or her proportionate share
(as determined pursuant to subparagraph (c) below, of
that portion of the shares of Company Stock held in or
allocated to all Participants' Accounts for which
Participants do not give timely instructions as described
in such Section 8.1(c) (such proportionate share being
determined at the respective times such fiduciary rights
are exercisable as set forth below).
(c) Each Participant (or, in the event of his or her death,
his or her Beneficiary) shall have the right to instruct
the Trustee in writing as to the manner in which to vote
(1) the shares of Bank Stock held in or allocated to his
or her Accounts and (2) his or her proportionate share
(as determined in clause (i) below, as applicable) of
that portion of the shares of Bank Stock allocated to all
Participants' Accounts for which Participants do not give
timely instructions to the Trustee, at any shareholders'
meeting of North Fork Bancorporation.
-37-
<PAGE> 41
(i) An individual's proportionate share of shares of
Bank Stock held in or allocated to all
Participants' Accounts for which timely
instructions are not received by the Trustee, shall
be a fraction, the numerator of which shall be the
number of shares which are held in or allocated to
such individual's Accounts for which he or she
provides instructions to the Trustee and the
denominator of which shall be the number of shares
in all Accounts for which instructions are provided
to the Trustee.
(d) Each Participant (or, in the event of his or her death,
his or her beneficiary) shall have the right to instruct
the Trustee in writing as to the manner in which to
respond to a tender or exchange offer with respect to
shares of Bank Stock held in or allocated to his or her
Accounts.
8.2 Distribution of Information and Voting
--------------------------------------
The Bank shall use its best efforts to timely distribute or
cause to be distributed to each Participant (or Beneficiary)
the information distributed to shareholders' of North Fork
Bancorporation in connection with any shareholders' meeting,
together with a form requesting confidential instructions to
the Trustee on how such shares of Bank Stock shall be voted
on each such matter. Upon timely receipt of such
instructions, the Trustee shall, on each such matter, vote as
directed, the appropriate number of shares (including
fractional shares) of Bank Stock. The instructions received
by the Trustee from individual Participants (or
Beneficiaries) shall be held by the Trustee in strict
confidence and shall not be divulged to any person, including
employees, officers and directors of the Bank or any
affiliate; provided, however, that, to the extent necessary
for the operation of the Plan, such instructions may be
relayed by or to the Trustee to or from a record-keeper,
auditor or other person providing services to the Plan if
such person (1) is not the Bank, an affiliate or any
employee, officer or director thereof, and (2) agrees not to
divulge such directions to any other
-38-
<PAGE> 42
person, including Employees, officers and directors of the
Bank and its affiliates.
8.3 Distribution Information-Tendering
----------------------------------
The Bank shall use its best efforts to timely distribute or
cause to be distributed to each Participant (or Beneficiary)
the information distributed to shareholders of North Fork
Bancorporation in connection with any tender or exchange
offer, together with a form requesting confidential
instructions to the Trustee on whether such shares of Bank
Stock are to be tendered. Upon timely receipt of such
instructions, the Trustee shall respond as instructed with
respect to such shares of such Bank Stock. If, and to the
extent that, the Trustee shall not have received timely
instructions from any individual given a right to instruct
the Trustee with respect to certain shares by Section 8.1(d),
such individual shall be deemed to have timely instructed the
Trustee not to tender or exchange such shares. The
instructions received by the Trustee from individual
Participants (or Beneficiaries) shall be held by the Trustee
in strict confidence and shall not be divulged or released to
any person, including employees, officers and directors of
the Bank or any affiliate; provided, however, that, to the
extent necessary for the operation of the Plan, such
instructions may be relayed to or by the Trustee to or from
a record-keeper, auditor or other person providing services
to the Plan if such person (i) is not the Bank, an affiliate
or any employee, officer or director thereof, and (ii) agrees
not to divulge such instructions to any other person,
including employees, officers and directors of the Bank and
its affiliates.
-39-
<PAGE> 43
ARTICLE IX
WITHDRAWALS AND LOANS DURING EMPLOYMENT
---------------------------------------
9.1 Hardship Withdrawals:
--------------------
A Participant may, upon thirty (30) days prior written notice
(or such lesser period as the Committee may from time to time
prescribe), by filing the Appropriate Form with the
Committee, elect to withdraw amounts during employment, as of
the Valuation Date coincident with or next following the
filing of the Appropriate Form, as set forth below:
In the event of "Hardship" (as hereinafter defined), any
dollar amount up to 100% of the value, as of the last
Valuation Date coincident with the Participant's filing of
the Appropriate Form, of the value of the Before-tax
Contribution Account (excluding any earnings thereon) and the
vested Bank Matching Contribution Account (excluding earnings
thereon).
For purposes of this Section 9.1, the term "Hardship" means
a circumstance resulting from an immediate and heavy
financial need of the Participant attributable to:
(a) costs directly related to the purchase of a principal
residence for the Participant (excluding mortgage
payments).
(b) Payment of tuition and related educational fees for the
next 12 months of post-secondary education for the
Participant, his or her spouse, children or dependents
(as defined in Section 152 of the Code).
(c) Medical expenses described in Section 213(d) of the Code
previously incurred by the Participant, his or her
spouse, or any dependents of the Participant (as defined
in Section 152 of the Code) or necessary for these
persons to obtain medical care described in Section
213(d) of the Code.
-40-
<PAGE> 44
(d) The need to prevent the eviction of the Participant from
his or her principal residence or foreclosure on the
mortgage of the Participant's principal residence.
A withdrawal will not be made unless such withdrawal is
necessary to satisfy the financial need created by the
Hardship. A distribution will be deemed to be necessary to
satisfy an immediate and heavy financial need of a
Participant if all of the following requirements are
satisfied:
(1) The distribution is not in excess of the amount of the
immediate and heavy financial need of the Participant.
The amount of an immediate and heavy financial need may
include any amounts necessary to pay any federal, state,
or local income taxes or penalties reasonably anticipated
to result from the distribution.
(2) The Participant has obtained all distributions, other
than hardship distributions, and all nontaxable loans
currently available under all plans maintained by the
Employer, or any member of the Controlled Group.
(3) The Participant's Before-tax Contributions will be
suspended for at least 12 months after receipt of the
Hardship distribution, and all other plans (as defined in
Treasury Regulation Section l.401(k)-1(d)(2)(iv)(B)(2))
maintained by the Employer, or any member of the
Controlled Group, in which the Participant participates,
must also provide for this suspension with respect to
hardships under such other plans.
(4) The Participant may not make Before-tax Contributions for
the Participant's taxable year immediately following the
taxable year of the Hardship distribution in excess of
the applicable limit under Section 402(g) for such next
taxable year less the amount of such Participant's
Before-tax Contributions for the taxable year of the
Hardship distribution. All other plans maintained by the
Employer or any member
-41-
<PAGE> 45
of the Controlled Group, in which the Participant
participates, must also provide for this limitation with
respect to the Participant's elective contributions under
such other plans.
Any amounts withdrawn under this Section 9.1 shall be paid to
a Participant in a lump sum in cash, as soon as practicable
and in accordance with applicable law after the Valuation
Date as of which the withdrawal election is effective.
Hardship withdrawals shall be charged to the investment funds
in which Participant's Accounts are invested according to
administrative procedures established by the Committee.
9.2 Loans to Participants:
---------------------
Beginning on or after January 1, 1994, upon proper written
application of a Participant or Beneficiary, the Committee in
its sole discretion may make a loan to such Participant or
Beneficiary from the vested portion of his Accounts. The
application, and the resulting loan, must meet the terms and
conditions specified in the following provisions of this
Section 9.2. In granting or refusing any request for a loan,
the Committee shall apply uniform standards consistently and
such discretionary power shall not be applied so as to
discriminate in favor of Participants who are Highly
Compensated Employees. Only one loan may be outstanding to
a Participant at any time.
a. Request for Loan
----------------
An application by a Participant for a loan shall be made
in writing to the Committee at least thirty (30) days in
advance of the desired date of the loan, in such form as
the Committee may specify. The Committee may shorten the
thirty (30) day notice if it finds it administratively
feasible.
-42-
<PAGE> 46
b. Loan Amount
-----------
The maximum loan available to any Participant at any
point in time shall not exceed the lesser of (i) 50% of
the vested portion of his Accounts or (ii) $50,000
reduced by the difference between the highest outstanding
Plan loan balance during the 12-month period ending on
the day before the day on which the new loan is made and
the outstanding balance of all Plan loans other than the
new loan on the day the new loan is made.
The minimum loan amount shall be $1,000.
For purposes of determining the available loan amount,
the vested portion of the Participant's Accounts shall be
determined as of the Valuation Date coincident with or
immediately preceding the date of loan application. In
no case, however, shall the loan amount exceed the value
of the Participant's Accounts at the date the loan is
granted.
c. Charged to Accounts
-------------------
Loans shall be charged and repaid to the investment funds
in which a Participant's Accounts are invested
according to administrative procedures established by
the Committee.
d. Repayment Terms
---------------
The term for repayment of the loan shall be determined at
the choice of the Participant to be 12 months, 24 months,
36 months, 48 months or 60 months. Such term shall be
fixed and may not be extended.
To repay the loan, the Participant shall authorize the
Employer to deduct approximately equal payments from his
Compensation each regular pay period. The Employer shall
transfer such payroll deductions to the Trustee within a
reasonable time following the end of each pay period.
-43-
<PAGE> 47
The value of each Participant's Account with an
outstanding loan balance shall be adjusted each Valuation
Date to reflect the amount of interest paid thereto and
to reflect any principal payments made since the last
Valuation Date on any loan reflected in such Accounts.
Loan repayments other than by payroll deduction will not
be permitted except that payment by scheduled
installments may be otherwise made by a Participant or
Beneficiary in the case of a loan made to (i) a
Participant who is a "party in interest" as defined in
Section 3(14) of the Act or (ii) a Participant on an
authorized leave of absence. Loan repayments other than
by payroll deduction will also be permitted by a
Participant who elects to prepay his loan in full as set
forth in Subsection (g) hereof.
e. Interest Rate, Costs
--------------------
Each loan shall bear interest at a fixed rate based on
the prime rate as published in the Wall Street Journal on
the first day of each calendar quarter, plus an
additional 1%.
f. Loan Security
-------------
Each loan shall be secured by the borrower's assignment
of 50% of his entire right, title and interest in and to
his Account(s) in the Plan, supported by the borrower's
collateral promissory note for the amount of the loan,
including interest. When the loan is completed the
Participant will receive a Loan Disclosure Statement
which outlines the terms of the loan.
-44-
<PAGE> 48
g. Advance Repayment
-----------------
Except as specifically provided herein, all unpaid loans,
including accrued interest, shall become immediately due
and payable upon death, termination of employment or a
distribution to a Participant after age 70 1/2 under
Section 9.3. Such Participant or Beneficiary shall have
the amount of the outstanding loan deducted from the
distribution payable in accordance with Article XI
herein.
A Participant may repay, at any time, all of the then
outstanding principal balance of any loan, together with
interest due to the date of the prepaid portion. Any
such prepayments shall be made directly to the Trustee.
Except as otherwise provided above, such right of
prepayment shall be entirely in the discretion of the
Participant and shall be without premium or penalty.
h. Default
-------
Default shall occur when there is nonpayment of a
regularly scheduled loan payment. After the Participant
misses three consecutive monthly payments, he will be
deemed to have received a taxable distribution in the
amount of the loan plus unpaid accrued interest.
However, exercise on the collateral shall not be made
until the occurrence of an otherwise distributable event.
Between the date of default and the date of distribution
of benefits under Section XI herein, interest shall
accrue on any unpaid principal loan amounts.
i. Continued Contributions
-----------------------
A Participant who has received a loan may continue to
contribute to the Plan and the Company will continue to
match those contributions pursuant to Section 4.1 herein.
-45-
<PAGE> 49
j. Miscellaneous
-------------
Any loans made pursuant to this Section 9.3 shall be made
under such rules and regulations as the Committee shall
adopt.
Any questions regarding the loan provisions of the Plan
should be directed to:
The Savings Plan Committee
North Fork Bancorporation
9025 Main Road, Route 25
Mattituck, New York 11952
-46-
<PAGE> 50
ARTICLE X
ROLLOVERS
---------
10.1 Rollovers
---------
With the consent of the Committee, a Participant may, upon
written notice to the Committee on the Appropriate Form prior
to any Valuation Date contribute in cash to the Plan, amounts
which were received from a qualified pension, profit sharing
or stock bonus plan in which a Participant previously
participated and which is permitted to be contributed to the
Plan in accordance with Sections 402(a)(5), 403(a)(4),
403(b)(8) or 408(d)(3)(A)(ii) of the Code (a "Rollover
Contribution"). Any such Rollover Contribution shall be
received by the Trustees upon the Committee's determination
that the contribution complies in all respects with the
requirements of Sections 402(a)(5), 403(a)(4), 403(b)(8) or
408(d)(3)(A)(ii), whichever is applicable, and, upon any
discovery that any such contribution does not so comply, the
Committee shall direct that the entire amount of the Rollover
Contribution, together with all changes in the value of the
Trust Fund allocated thereto, shall be returned as soon as
practicable to the individual by or on whose behalf it is
made. Upon receipt, a Rollover Contribution made by a
Participant pursuant to this Section 10.1 shall be deposited
into the Rollover Suspense Account and subsequently as of the
following Transaction Date be added, along with earnings to
the balance in the Participant's Rollover Contribution
Account, and the Participant will at all times be fully
(100%) vested in his Rollover Contribution Account.
10.2 Direct Rollovers
----------------
A Participant who retires on or before December 31, 1997 may
transfer to the Plan his account balance from the North Fork
Bancorporation Cash Balance Retirement Plan under the
following conditions.
(a) On the date of transfer, the retiree must have an Account
in the Plan.
(b) The transfer must be a direct rollover in one lump sum.
(c) A reasonable administrative fee will be charged directly
to the Account.
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<PAGE> 51
ARTICLE XI
DISTRIBUTION UPON TERMINATION OF EMPLOYMENT
-------------------------------------------
11.1 Amount of Distribution:
----------------------
Upon a Participant's retirement, death, Disability or other
termination of employment with the Company or member of the
Controlled Group, the Participant or the Beneficiary, as the
case may be, shall be entitled to a distribution of the
vested value of his Accounts, subject to the following
provisions of this Article Xl.
A Participant shall be 100% vested in his Accounts on his
Early Retirement Date, Normal Retirement Date, Disability
Retirement Date or Deferred Retirement Date.
11.2 Methods of Distribution:
-----------------------
All distributions provided pursuant to this Article XI shall
be made, except as otherwise provided, in one lump sum as
soon as practicable after the applicable Valuation Date. The
portion of such lump sum attributable to Company Stock shall
be paid in Company Stock, except that any fractional shares
shall be paid in cash, unless the Participant or his
Beneficiary, as the case may be elects to receive the entire
amount in cash.
11.3 Termination Other Than By Reason of Death:
-----------------------------------------
A Participant who terminates employment other than by reason
of death shall be given the right, following Termination of
Employment, by filing the Appropriate Form with the Committee
at least thirty (30) days in advance of the Valuation Date
immediately following such termination (or such lesser period
as may be acceptable to the Committee), to elect to receive
a distribution of the vested value of the Participant's
Accounts as soon as practicable thereafter. If the
Participant makes such affirmative election then the vested
value of the Accounts shall be determined as of the next
Valuation
-48-
<PAGE> 52
Date following such notice (or such other Valuation Date
occurring after such advance notice as the Committee
determines in accordance with uniform and nondiscriminatory
rules as it shall prescribe). Distribution of the vested
value of the Participant's Account shall be made as soon as
practicable after the determination described in the
foregoing sentence and shall be made in a lump sum pursuant
to Section 11.2.
If the vested value of such Accounts as of Valuation Date on
the date of the Participant's Termination of Employment does
not exceed $3,500, distribution of such vested value shall be
made as soon as practicable thereafter in a lump sum in cash.
If the vested value of such Accounts as of such Valuation
Date exceeds $3,500 and the Participant has not yet made an
election to receive a distribution, such vested value shall,
subject to the provisions of Section 11.5, remain in the
Trust Fund and be valued as of the Valuation Date coincident
with or next following the attainment of age 65, and
distribution of the Accounts shall be made as soon as
practicable thereafter in a lump sum pursuant to Section
11.2.
11.4 Termination by Reason of Death:
------------------------------
In the event a Participant's Termination of Employment is by
reason of death (including, for this purpose, death after
Termination of Employment but before distribution), the
Accounts will be valued as of the Valuation Date next
following such death (or such later date as the Committee
determines in accordance with such uniform and
nondiscriminatory rules as it shall prescribe), and the total
amount so distributable from the Plan shall be paid to the
Beneficiary, in a lump sum, pursuant to Section 11.2, as soon
as practicable after such Valuation Date, and in all events
within 60 days after the end of the Plan Year in which such
death occurs.
-49-
<PAGE> 53
11.5 Deferred Accounts:
-----------------
In any case in which a Participant has terminated employment
but distribution of the vested value of the Accounts has not
yet occurred, such Accounts shall be retained and
administered under the Plan until such Accounts are
distributed. Except as may otherwise be required by
applicable law, the Committee may establish and change from
time to time rules and restrictions applicable to the
administration of any Accounts held on behalf of any such
Participants (which rules and restrictions may differ from
those generally applicable to active Participants), and the
Committee may assess against the Accounts of any such
Participant any reasonable costs of administering the same.
Notwithstanding the foregoing, subject to such uniform and
nondiscriminatory rules which the Committee may prescribe, a
Participant who has failed to make an affirmative election
for distribution of the Accounts in accordance with Section
11.3 may elect to have such Accounts valued for purposes of
determining the amount distributable as of any Valuation Date
preceding the attainment of age 65, in which case
distribution shall be made as soon as practicable thereafter
in a lump sum pursuant to Section 11.2.
11.6 Alienation of Benefits:
----------------------
Except as otherwise provided by law, no benefit, interest, or
payment under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, whether voluntary or involuntary, and
no attempt to so anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be valid
nor shall any such benefit, interest, or payment be in any
way liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled to
such benefit, interest, or payment or subject to attachment,
garnishment, levy, execution or other legal or equitable
process.
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<PAGE> 54
Notwithstanding the foregoing, the creation, assignment or
recognition of a right to any benefit payable with respect to
a Participant pursuant to a "qualified domestic relations
order" (as defined in Section 414(p) of the Code) shall not
be treated as an assignment or alienation prohibited by this
Section 11.6. Any other provision of the Plan to the
contrary notwithstanding, if a qualified domestic relations
order requires the distribution of all or part of a
Participant's benefits under the Plan, the establishment or
acknowledgment of the alternate payee's right to benefits
under the Plan in accordance with the terms of such qualified
domestic relations order shall in all events be applied in a
manner consistent with the terms of the Plan.
Notwithstanding the foregoing, in no event shall the
recognition of an alternate payee's rights in accordance with
this Section 11.6 be deemed to include the right to make a
withdrawal pursuant to the provisions of Article IX.
Any other provision of the Plan to the contrary
notwithstanding, the Committee is authorized, pursuant to
such uniform and nondiscriminatory rules as it shall
establish which shall be consistent with applicable law and
the terms of the applicable qualified domestic relations
order, to pay out benefits to which alternate payees may be
entitled prior to the date such benefits would otherwise
become payable in accordance with the applicable provisions
of the Plan.
11.7 Commencement of Benefits:
------------------------
Payment of a Participant's benefits under the Plan shall
begin not later than the 60th day after the close of the Plan
Year in which the latest of the following events occur:
(a) the Participant attains age 65;
(b) the 10th anniversary of the date the Participant's
participation in the Plan commences;
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<PAGE> 55
(c) the Participant's employment with the Company and all
members of the Controlled Group is terminated.
11.8 Distribution Restrictions:
-------------------------
Notwithstanding anything to the contrary contained in this
Plan -
(a) The entire interest of each Participant must be paid to
him not later than the April 1st of the calendar year
following the calendar year in which he attains age
seventy and one-half (70 1/2).
(b) Any payments made pursuant to this Article XI shall be
adjusted to meet the requirements of Section 401(a)(9) of
the Code and regulations thereunder.
11.9 This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan
to the contrary that would otherwise limit a distributee's
election under this Section, a distributee may elect, at the
time and in the manner prescribed by the Committee, to have
any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the
distributee in a direct rollover.
a) Definitions.
(i) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or
any portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include: any distribution
that is one of a series of substantially equal
periodic payments (not less frequently than
annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life
expectancies) of the distributee and the
distributee's designated beneficiary, or for a
specified period
-52-
<PAGE> 56
of ten years or more; any distribution to the
extent such distribution' is required under Section
401(a)(9) of the Code; and the portion of any
distribution that is not includible in gross
income.
(ii) Eligible retirement plan: An eligible retirement
plan is an individual retirement account described
in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of
the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described
in Section 401(a) of the Code, that accepts the
distributee's eligible rollover distribution.
However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account
or individual retirement annuity.
(iii) Distributee: A distributee includes an
Employee or former Employee. In addition, the
Employee's or former Employee's surviving
spouse and the Employee's or former Employee's
spouse or former spouse who is the alternate
payee under a qualified domestic relations
order, as defined in Section 414(p) of the
Code, are distributees with regard to the
interest of the spouse or former spouse.
(iv) Direct rollover: A direct rollover is a payment by
the plan to the eligible retirement plan specified
by the distributee.
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<PAGE> 57
ARTICLE XII
ADMINISTRATION OF THE PLAN
--------------------------
12.1 Committee Appointment by Board:
------------------------------
The Committee shall consist of at least one member, as may be
appointed by the Board, or any officer of the Bank designated
by the Board, from time to time, to provide for the
administration of the Plan.
12.2 Term of Appointment:
-------------------
Each Committee member shall serve until he shall die, resign,
be unable to perform his duties as a result of disability (as
solely determined by the Board) or shall be removed by the
Board with or without cause.
12.3 Written Notice of Appointment or Removal:
----------------------------------------
An appointment to or removal from the Committee shall be by
written notice specifying the effective date thereof, and
served by the Board, or any officer of the Bank designated by
the Board, upon the person to be appointed or the member to
be removed and upon the other Committee members and the
Trustee.
12.4 Resignation by Committee Member:
-------------------------------
A Committee member may resign at any time by serving written
notice on the Board, or any officer of the Company designated
by the Board, the other Committee members, and the Trustee,
no more than thirty (30) days or less than ten (10) days
prior to the effective date of such resignation.
12.5 Committee President:
-------------------
If the Committee is comprised of more than one member, one
Committee member shall be selected as chairman by the
Committee or the Board.
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<PAGE> 58
12.6 Quorum:
------
If the Committee is comprised of more than one member, a
quorum shall consist of a majority of the Committee members.
A determination of a majority of the Committee members
present at a meeting where a quorum is present shall be valid
and binding upon all Committee members. If the Committee is
comprised of one member his or her determination shall be
binding.
12.7 Tie Vote:
--------
In the event a tie vote on any matter shall occur when a
quorum is present, the vote of the chairman shall decide the
action or determination to be taken.
12.8 Recordkeeping:
-------------
The Committee shall initiate and maintain the records and
shall submit annually reports on the Plan and its
administration, and such other reports as shall be required
under applicable law. The Committee shall give each
Participant annually a written statement of his Account
Balance a of the end of a Plan Year.
12.9 Reimbursement for Expenses:
--------------------------
The Committee member or members shall serve without
compensation but shall be entitled to be paid such reasonable
expenses by the Bank or any Employer as may be incurred by
them in the administration of the Plan. The Committee shall
direct the Trustee concerning all payments which shall be
made from the Trust. Any direction to the Trustee shall be
in writing and may be signed by any member of the Committee,
or the Plan Administrator and a secretary or assistant
secretary of the Bank. Any expenses not paid from the Trust
shall be paid by the Bank or any Employer.
12.10 Administrative Office:
---------------------
The Committee may establish an administrative office which
shall be the principal office of the Plan.
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<PAGE> 59
12.11 Action Without a Meeting:
------------------------
Any action required or permitted to be taken at any meeting
of the Committee may be taken without a meeting by all
members or by the member of the Committee signing a written
consent thereto, which written consent shall be filed with
the minutes of the proceedings of the Committee.
12.12 Responsibilities of the Committee:
---------------------------------
(a) The Bank is hereby designated as the "administrator" of
the Plan within the meaning of Section 3(16)(A) of ERISA.
The members of the Committee are hereby designated as
"named fiduciaries" within the meaning of Section
402(a)(2) of ERISA, and shall, unless otherwise provided
pursuant to Subsection (b), jointly administer the Plan
as agents of the Company in accordance with its terms and
shall have all powers necessary to carry out the
provisions of the Plan, including, but not limited to,
the power to exercise in good faith, its sole discretion
in the interpretation, construction and administration of
the Plan. In carrying out their duties with respect to
the general administration of the Plan, the Committee
shall have, in addition to any other lawful powers and
not by way of limitation, the following powers:
(1) to decide any and all matters arising in connection
with the administration of the Plan, including
using discretionary authority to determine
eligibility for benefits or to construe the terms
of the Plan;
(2) to compute the amount and kind of benefits payable
to the Participants and their Beneficiaries;
(3) to authorize disbursements from the Trust Fund in
accordance with the provisions of the Plan;
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<PAGE> 60
(4) to maintain all records necessary for the
administration of the Plan which are not maintained
by the Trustees;
(5) to interpret the provisions of the Plan and to make
and publish such rules and regulations as are not
inconsistent with the terms hereof;
(6) to adopt and modify the method of accounting for
the Plan; and
(7) to appoint an investment manager, as defined in
Section 3(38) of ERISA, in which case no member of
the Committee shall be liable for the acts or
omissions of such investment manager or be under
any obligation to invest or otherwise manage any
asset of the Trust Fund which is subject to the
management of such investment manager.
(b) (1) The Committee may establish procedures for (A) the
allocation of fiduciary responsibilities (other
than "trustee responsibilities" as defined in
Section 405(c)(3) of ERISA) under the Plan among
themselves and (B) the designation of persons other
than named fiduciaries to carry out fiduciary
responsibilities (other than trustee
responsibilities) under the Plan.
(2) If any fiduciary responsibility is allocated or if
any person is designated to carry out any
responsibility pursuant to Paragraph (1), no named
fiduciary shall be liable for any act or omission
of such person on carrying out such responsibility,
except as provided in Section 405(c) (2) of ERISA.
(c) The Committee shall establish a funding policy and method
consistent with the objectives of the Plan and the
requirements of Title I or ERISA. The Committee shall
meet at least annually to review such funding policy
-57-
<PAGE> 61
and method. In establishing and reviewing such funding
policy and method, the Committee shall endeavor to
determine the Plan's short-term and long-term financial
needs, taking into account the need for liquidity to pay
benefits and the need for investment growth.
12.13 The Committee or the Plan Administrator shall direct the
Trustee concerning all payments which shall be made out of
the Trust pursuant to the provisions of the Plan. Any
direction to the Trustee shall be in writing and may be
signed by any member of the Committee, or the Plan
Administrator and a Secretary or Assistant Secretary of the
Bank. Any directions as to the amount and manner of payment
of any benefits under the Plan shall require two signatures.
12.14 Committee to Provide Forms:
--------------------------
The Committee may require a Participant to complete and file
with the Committee all forms approved by the Committee, and
to furnish all pertinent information requested by such
Committee. The Committee may rely upon all such information
so furnished to it, including the Participant's current
mailing address.
12.15 Appointment of Agents:
---------------------
The Committee may appoint such independent accountants,
enrolled actuaries, legal counsel, investment advisors, and
other agents or specialists as they deem necessary or
desirable in connection with the performance of their duties
hereunder. The Committee shall be entitled to rely
conclusively upon, and shall be fully protected in any action
taken by them in good faith in relying upon, any opinions or
reports which shall be furnished to them by any such
independent accountant, enrolled actuary, legal counsel
investment advisor or other specialist.
12.16 Exclusive Benefit:
-----------------
The members of the Committee shall discharge their duties
with respect to the Plan solely in the interests of the
Participants and their Beneficiaries and --
-58-
<PAGE> 62
(a) for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and defraying
reasonable expenses of administering the Plan;
(b) with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man, acting
in like capacity and familiar with such matters, would
use in the conduct of an enterprise of a like character
and with like aims;
(c) in accordance with the documents and instruments
governing the plan insofar as such documents and
instruments are consistent with the provisions of ERISA.
The prudence requirement, only to the extent that it requires
diversification, is not violated by the Plan's acquisition or
holding qualifying employer securities as defined in Section
407(d)(5) of ERISA.
12.17 Claims Procedures:
-----------------
(a) For purposes of the Plan, a claim for benefits is a
written application for benefits filed with the
Committee. The Committee shall act upon a claim within
ninety (90) days of the date on which the claim is filed,
unless special circumstances require a longer period for
adjudication and the claimant is notified in writing of
the reasons for an extension of time; provided, however,
that no extensions shall be permitted beyond ninety (90)
days after the date on which the claimant received notice
of the extension of time from the Committee. If the
Committee fails to notify the claimant of its decision to
grant or deny such claim within the time specified by
this subsection (a), such claim shall be deemed to have
been denied by the Committee and the review procedure
described in subsection (b) shall become available to the
claimant.
-59-
<PAGE> 63
(b) (1) Whenever a claim for benefits is denied,
written notice, prepared in a manner
calculated to be understood by the claimant,
shall be provided to him, setting forth the
specific reasons for the denial and explaining
the procedure for review of the decision made
by the Committee. If the denial is based upon
submission of information insufficient to
support a decision, the Committee shall
specify the information which is necessary to
perfect the claim and its reasons for
requiring such additional information.
(2) Any claimant whose claim is denied may, within
sixty (60) days after his receipt of written
notice of such denial, request in writing a
review by the Board, the members of which
shall be "named fiduciaries", within the
meaning of Section 402(a) of ERISA for the
purpose of adjudicating such appeals. Such
claimant or his representative may examine any
Plan documents relevant to his claim and may
submit issues and comments in writing. The
Board shall adjudicate the claimant's appeal
within sixty (60) days after its receipt of
his written request for review, unless special
circumstances require a longer period for
adjudication and the claimant is notified in
writing of the reasons for an extension of
time; provided, however, that such
adjudication shall be made no later than one
hundred twenty (120) days after the Board's
receipt of the claimant's written request for
review.
(3) If the Board fails to notify the claimant of
its decision with respect to his request for
review within the time specified by this
subsection (b), such claim shall be deemed to
have been denied on review.
-60-
<PAGE> 64
(c) If the claim is denied by the Board, such decision
shall be in writing, shall state specifically the
reasons for the decision, shall be written in a
manner calculated to be understood by the claimant
and shall make specific reference to the pertinent
Plan provisions upon which it is based.
(d) The procedure set forth in this Section 12.15 shall
be interpreted in accordance with regulations
promulgated by the United States Department of
Labor or any successor authority regulating claims
procedures for employee benefit plans.
12.18 Appointment of Agents:
---------------------
The Committee may appoint such independent accountants,
enrolled actuaries, legal counsel, investment advisors, and
other agents or specialists as they deem necessary or
desirable in connection with the performance of their duties
hereunder. The Committee shall be entitled to rely
conclusively upon, and shall be fully protected in any action
taken by them in good faith in relying upon, any opinions or
reports which shall be furnished to them by any such
independent accountant, enrolled actuary, legal counsel
investment advisor or other specialist.
12.19 Personal Liability:
------------------
No member of the Committee shall be liable for any act or
omission of any other member of the Committee nor for any act
or omission on such member's own part, excepting only such
member's own willful misconduct or gross negligence or except
as otherwise expressly provided by ERISA. To the extent
permitted by applicable law, the Bank shall indemnify and
save harmless the members of the Committee against any and
all claims, demands, suits or proceedings in connection with
the Plan and Trust Fund that may be brought by Participants
or their beneficiaries, Employees of Employers, or by any
other person, corporation, entity, government or agency
thereof; provided, however, that such indemnification shall
not apply with respect to acts or omissions of willful
misconduct or gross negligence. The Board of Directors, at
the Bank's or any Employer's expense, may settle any such
claim or demand asserted, or suit or proceeding brought,
against any member of the Committee when such settlement
appears to be in the best interest of the Bank.
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<PAGE> 65
ARTICLE XIII
ADOPTION, AMENDMENT, TERMINATION AND MERGER
-------------------------------------------
13.1 Amendment of the Plan:
---------------------
The adoption of any amendments to this Plan shall be
conditioned on qualification of the Plan under Section 401(a)
of the Code.
13.2 Right to Amend:
--------------
The Board of Directors shall have the right, at any time and
form time to time, to amend in whole or in part any of the
provisions of this Plan, and any such amendment shall be
binding upon the Participants and their Beneficiaries, the
Trustees, the Committee any Employer who has joined in the
Plan, and all parties in interest. Any such amendment shall
become effective as of the date specified therein.
Notwithstanding anything to the contrary contained in Section
13.2, no amendment may be made which shall retroactively
deprive the Participant of any benefit accrued prior to the
date such amendment was executed. Except as otherwise
provided in regulations prescribed by the Secretary of the
Treasury, a Plan amendment which has the effect of -
(i) eliminating or reducing an early retirement benefit; or
(ii) eliminating an optional form of benefit,
with respect to benefits attributable to service prior to
such amendment shall be treated as reducing accrued benefits
for purposes of this Section 13.2.
No amendment which affects the Trustee's rights, powers,
responsibilities or liabilities shall be effected without the
Trustee's written consent to the adoption of such amendment.
-62-
<PAGE> 66
13.3 Suspension or Termination:
-------------------------
(a) The Bank may, be appropriate notice to the Trustees,
terminate the Plan in its entirety or withdraw from the
Plan and terminate it with respect to itself. Any
Employer may voluntarily withdraw from the Plan, and,
upon any such withdrawal, the Plan shall be terminated
in respect of such Employer.
(b) Upon the termination of the Plan with respect to an
Employer, the Committee shall allocate and segregate
for the benefit of the Participants then or theretofore
employed by such Employer their proportionate interest
in the Trust Fund.
(c) Any termination or partial termination shall be
effective as of the date specified in the resolution
providing therefor, if any, and shall be binding upon
all Employers, all Participants and their
Beneficiaries, the Trustees and all parties in
interest.
(d) Upon the termination of the Plan in its entirety or
upon the complete discontinuance of contributions
thereto, whether or not the Bank has given formal
notice of such termination or discontinuance, each
Participant shall be fully (100%) vested in his Account
balances, determined as of the date of such termination
or complete discontinuance of contributions.
(e) Upon the partial termination of the Plan within the
meaning of Section 411(d)(3)(A) of the Code, the rights
of each affected Participant to his Account balance,
determined as of the date of such partial termination,
shall, insofar as is required by applicable regulations
issued by the Internal Revenue Service, be fully (100%)
vested.
(f) Upon the termination of the Plan in its entirety, the
Trustee shall, after the determination of the balance
in each Participant's Account --
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<PAGE> 67
(1) pay any and all expenses chargeable against
the Trust Fund, and
(2) pay over to appropriate Employers the balance
of any Suspense Account created under Section
14.3 which remains in existence at the time of
termination of the Plan.
13.4 Merger:
------
If the Plan shall merge or consolidate with, or transfer its
assets or liabilities to, any other "pension plan", as
defined in Section 3(2) of ERISA, each Participant shall be
entitled to receive a benefit immediately after such merger,
consolidation or transfer (assuming that the Plan had then
terminated) which is equal to or greater than the benefit
which he would have been entitled to receive immediately
before such merger, consolidation or transfer (assuming that
the Plan had then terminated).
13.5 Amendment to Vesting Schedule:
-----------------------------
If any time the vesting provisions of Article VI are amended
in such manner as to decrease, as of any future date, the
vested interest in a Participant's Account balance which any
Participant would have as of such date, each such Participant
who has completed at least three (3) Years of Service as of
the effective date of such amendment shall have the right to
elect to have his or her Account balance continue to vest in
accordance with the vesting provisions in effect immediately
prior to such effective date.
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<PAGE> 68
ARTICLE XIV
LIMITATIONS ON BENEFITS AND CONTRIBUTIONS
-----------------------------------------
14.1 Definitions:
-----------
As used in this Article XIV -
(a) "Annual Addition", for a Limitation Year, means, in the
case of this Plan and any other Retirement Plan, the
aggregate of -
(1) the amount of a Participant's contributions
for the Limitation Year,
(2) Employer contributions and forfeitures
allocated to the Participant's accounts for
the Limitation Year, and
(3) Amounts allocated to an individual medical
account, as defined in Section 415(l)(2) of
the Code, which is part of a pension or
annuity plan maintained by the Employer.
Also, amounts derived from contributions paid
or accrued after December 31,1985, in taxable
years ending after such date, which are
attributable to post retirement medical
benefits allocated to the separate account of
a key employee, as defined in Section
419A(d)(3) of the Code, under a welfare
benefit fund, as defined in Section 419(e) of
the Code, maintained by the Employer.
(b) "Defined Benefit Plan" means any Retirement Plan that
is not a Defined Contribution Plan.
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<PAGE> 69
(c) "Defined Benefit Plan Faction", for a Limitation Year,
means a fraction,
(1) the numerator of which is the aggregate
Projected Annual Benefit (determined as of the
last day of the Limitation Year) of the
Participant under all Defined Benefit Plans,
and
(2) the denominator of which is an amount equal to
the lesser of -
(i) the product of 1.25 multiplied by the dollar
limitation in effect under Section
415(b)(1)(A) of the Code for such Limitation
Year (adjusted as described herein)
(ii) the product of 1.4 and the aggregate Projected
Annual Benefit (determined as of such last day
of the Limitation Year) which the Participant
would receive under all such plans if the
plans, in the aggregate, provided the benefit
described in Section 415(b)(1)(B) of the Code.
(3) (A) In the case of an annual retirement
benefit that begins before a
Participant's Social Security Retirement
Age, the dollar amount described in
Section 415(b)(1)(A) of the Code for such
Limitation Year shall be adjusted (in
accordance with regulations prescribed by
the Secretary) so that such limitation
equals an annual benefit, beginning at
the age at which the Participant's
benefit commences, which is equivalent to
the dollar amount specified under Section
415(b)(1)(A) of the Code beginning at the
Social Security Retirement Age on the
basis of the actuarial assumptions
specified in the respective Defined
Benefit Plan for such adjustment. The
reduction under this subparagraph shall
be made in a manner consistent with the
Code and the regulations promulgated
thereunder.
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<PAGE> 70
(B) In the case of an annual retirement benefit
that begins after the Participant's Social
Security Retirement Age, the dollar limitation
contained in Section 415(b)(1)(A) of the Code
shall be adjusted (in accordance with
regulations prescribed by the Secretary) so
that such limitation equals an annual benefit
beginning at the age at which the
Participant's benefit commences, which is the
actuarial equivalent (based on the actuarial
assumptions specified in the respective
Defined Benefit Plan for such adjustment) of a
benefit equal to the dollar amount specified
in Section 415(b)(1)(A) of the Code beginning
at the Social Security Retirement Age.
(d) "Defined Contribution Plan" means this Plan and any
other Retirement Plan which provides for an individual
account for each Participant and for benefits based
solely on the amount contributed to such account and
any income, expense, gains and losses, and forfeitures
of accounts of other participants which may be
allocated to such account.
(e) "Defined Contribution Plan Fraction", for a Limitation
Year, means a fraction.
(1) the numerator of which is the sum of the
Annual Additions to a Participant's Accounts
under this Plan and all other Defined
Contribution Plans, as of the close of the
Limitation Year and for all prior Limitation
Years, and
(2) the denominator of which is the sum of the
lesser of the following amounts, determined
for such Limitation Year and for each prior
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<PAGE> 71
year of the Participant's service with an Employer
or any member of the Controlled Group:
(A) the product of 1.25 multiplied by the dollar
limitation in effect under Section
415(c)(1)(A) of the Code, or
(B) the product of 1.4 multiplied by the amount
which may be taken into account under Section
415(c)(1)(B) of the Code.
(f) "Limitation Year" means the Plan Year.
(g) (1) A Participant's "Projected Annual Benefit"
under a Defined Benefit Plan shall be equal to
the annual retirement benefit to which he
would be entitled under such Plan if he were
to continue employment until his normal
retirement age under such plan (or until his
current age, if later), his Section 415
Compensation for the Limitation Year under
consideration remains the same until the date
he attains the age described above, and all
other relevant factors used to determine
benefits under the plan were to remain the
same as in the current Limitation Year for all
future Limitation Years.
(2) For purposes of this Subsection (g),
Except as provided below, a benefit payable in a
form other than a straight life annuity must be
adjusted to an actuarially equivalent straight life
annuity before applying the limitation of this
article. The actuarial assumptions used to
determine actuarial equivalence will be those
specified in the respective Defined Benefit Plan
for such adjustment. The annual benefit does not
include any benefits attributable to employee
contributions or rollover contributions, or the
assets transferred from a qualified plan that were
not maintained by the Employer. No actuarial
adjustment to the
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<PAGE> 72
benefit is required for (a) the value of a
qualified joint and survivor annuity, (b) the value
of benefits that are not directly related to
retirement (such as the qualified disability
benefit, pre-retirement death benefits, and
post-retirement medical benefits, and (c) the value
of post-retirement cost-of-living increases made in
accordance with Section 415(d) of the Code and
Section 1.415- 3(c)(2)(iii) of the Federal Income
Tax Regulations.
(h) "Retirement Plan" means any Plan maintained by an
Employer or any member of the Controlled Group that is
(A) a pension, profit sharing or stock bonus plan,
described in Section 401(a) and 501(a) of the Code, (B)
an annuity plan or annuity contract described in
Section 403(a) of the Code, or (C) a simplified
employee pension plan described in Section 408(k) of
the Code. In addition, "Retirement Plan" shall include
(A) an individual retirement account or an individual
retirement annuity described in Section 408(a) or
408(b) of the Code, or any annuity contract described
in Section 403(b) of the Code, if such account or
annuity is considered to be maintained by an Employer
or any member of the Controlled Group under Section
1.415-7(h) or (i) of the Federal Income Tax Regulations
and (B) a program of voluntary contributions under a
Defined Benefit Plan.
(i) "Section 415 Compensation", for any period, means an
individual's current compensation from an Employer or
any member of the Controlled Group required to be
reported on Form W-2 for such period including those
items listed in Paragraph (1) of Treasury Regulation
1.415-2(d) but excluding those items listed in
Paragraph (2) thereof.
(j) "Social Security Retirement Age" means the age used as
the retirement age under Section 216(1) of the Social
Security Act, except that such section shall be applied
in accordance with Section 415(b)(8) of the Code, (A)
without regard to the age increase factor and (B) as if
the
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<PAGE> 73
early retirement age under Section 216(l)(2) of the
Social Security Act were 62.
14.2 Limitation:
----------
Notwithstanding anything in this Plan to the contrary and
except as otherwise provided in this Article XIV, a
Participant's Annual Addition under this Plan, for a
Limitation Year, may not exceed the lesser of -
(a) $30,000 or such other amount as may be prescribed
pursuant to Section 415(d) of the Code, or
(b) twenty-five percent (25%) of his Section 415
Compensation for the Limitation Year.
14.3 Suspension:
----------
If the Annual Additions otherwise made to the Accounts of a
Participant would cause the limitations of Section 415
applicable to that Participant for the Limitation Year to be
exceeded, such excess shall be eliminated by making
reductions in such Annual Additions in the following order:
(a) First, the Participant's Before-tax Contributions for
that Limitation Year to the extent they constitute
Annual Additions, and gains attributable to such
contributions, shall be returned to the Participant.
(b) Second, the excess amounts in the Participant's Account
shall be held unallocated in a Suspense Account to be
established by the Trustees and shall be allocated and
reallocated in the next Limitation Year (and succeeding
Limitation Years, as necessary), subject to the
limitations of Section 415 of the Code, to the
respective Accounts of all the participants in the
Plan. If the Suspense Account has a balance at any
time during a particular Limitation Year, other than
the Limitation Year in which the excess amount
initially arose, all amounts in the Suspense Account
must
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<PAGE> 74
be allocated and reallocated to Participants' Accounts
(subject to the limitations of Section 415) before any
contributions which would constitute Annual Additions
may be made to the Plan for that Limitation Year.
14.4 1.0 Limitation:
--------------
Notwithstanding the provisions of Section 14.2 and 14.3, for
each Participant who is also a participant in a Defined
Benefit Plan, the Committee will compute such Participant's
Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction and will adjust his Annual Additions and his
Projected Annual Benefit, so that the sum of such fractions,
for any Limitation Year, will not exceed (1.0).
The limitation on aggregate benefits from a Defined Benefit
Plan and a Defined Contribution Plan which is contained in
Section 2004 of ERISA, shall be complied with by a reduction
(if necessary) in the Participant's benefits under a Defined
Benefit Plan before a reduction in this Plan.
14.5 Miscellaneous:
-------------
The limitation imposed by this Article XIV shall be
administered in accordance with the final regulations and
rulings issued by the Secretary of the Treasury under Section
415 of the Code.
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<PAGE> 75
ARTICLE XV
TOP HEAVY PLAN YEARS
--------------------
15.1 Definitions:
-----------
For purposes of this Article XV:
(a) (1) "Key Employee" means any Employee or former
Employee (including beneficiaries of such
Employee) who, at any time during the Plan
Year or any of the four (4) preceding Plan
Years, is -
(A) one of the ten (10) Employees whose annual 416
Compensation is more than the limitation in
effect under Section 415(c)(1)(A) and owning
(or considered as owning within the meaning of
Section 318 of the Code) the largest interest
in the Employer or any member of the
Controlled Group;
(B) an owner (within the meaning of Section 318 of
the Code) of (i) more than five percent (5%)
of the outstanding stock, or of stock
possessing more than five percent (5%) of the
total combined voting power, of the Employer
or (ii) more than five percent (5%) of the
capital or profits interest in the Employer
which is not a corporation;
(C) an owner of (i) more than one percent (1%) of
the outstanding stock or of stock possessing
more than one percent (1%) of the total
combined voting power of the Employer or (ii)
more than one percent (1%) of the capital or
profits interest in the Employer which is not
a corporation, in either case if and only if
the 416 Compensation of such owner from all
Employers and
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<PAGE> 76
members of the Controlled Group combined
exceeds $150,000; or
(D) an officer of an Employer or any member of the
Controlled Group whose 416 Compensation
exceeds 50% of the dollar limit in effect
under Section 415(b)(1)(A) of the Code for any
such Plan Year.
The determination of who is a Key Employee will be made
in accordance with Code Section 416(i)(1) and the
regulations thereunder.
(b) "Non-key Employee" means an Employee who is not a Key
Employee.
(c) "Determination Date" means December 31,1992 with
respect to the Plan Year beginning June 1, 1992, and
with respect to any succeeding Plan Year the last day
of the immediately preceding Plan Year.
(d) "Aggregation Group" means
(1) each plan of an Employer or any member of the
Controlled Group, which -
(A) has one or more Participants who are Key
Employees, and/or
(B) enables any plan described in Subparagraph (A)
to meet the requirements of Section 401(a)(4)
or Section 410 of the Code,
plus, at the Bank's election,
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<PAGE> 77
(2) any other plan or plans which, when considered
together with the plan or plans described in
Paragraph (1), satisfy the requirements of
Section 401(a)(4) and Section 410 of the Code.
(e) the terms "Employee" and "Key Employee" include former
Employees and the beneficiaries of present and former
Employees.
(f) "Top-Heavy Plan Year" means any Plan Year with respect
to which the Plan is a Top-Heavy Plan described in
Section 15.3, such Section 15.3 to be read as
incorporating the definitions supplied by Section 416
of the Code and the regulations promulgated thereunder,
and those of any successor statute thereto.
(g) "416 Compensation" has the meaning given the term
compensation by Section 414(q) (7) of the Code.
15.2 Top-Heavy Minimum Governs:
-------------------------
To the extent required under Section 401(a)(10)(B) and/or
Section 416 of the Code (or any successor statute(s)
thereto), for any Top-Heavy Plan Year, the provisions of
Section 15.4 shall apply to the Plan, notwithstanding any
other provision in the Plan.
15.3 Top-Heavy Determination:
-----------------------
(a) The Plan is a Top-Heavy Plan with respect to a Plan
Year, if, as of the Determination Date of such Plan
Year --
(1) the aggregate of the Account balances of Key
Employees under the Plan exceeds sixty percent
(60%) of the aggregate of the Account balances
of all Employees under the Plan unless the
Plan is a member of an Aggregation Group with
respect to which the percentage test of
Subparagraph (2)(B) is not met; or
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<PAGE> 78
(2) the Plan is a member of an Aggregation Group
--
(A) which is described in Section 15.1(d)(1), and
(B) with respect to which the sum of --
(i) the present value of the cumulative
accrued benefits, of all Key Employees
under all defined benefit plans in the
Aggregation Group, and
(ii) the aggregate of the account balances of
all Key Employees under all defined
contribution plans in the Aggregation
Group --
exceeds sixty percent (60%) of the sum of --
(i) the present value of the cumulative
accrued benefits, of all Employees under
all defined benefit plans included in the
Aggregation Group, and
(ii) the aggregate of the account balances of
all Employees under all defined
contribution plans in the Aggregate
Group.
(b) For purposes of this Section 15.3:
(1) the accrued benefit and/or account balances of
any Employee who is not a Key Employee during
the Plan Year but who was a Key Employee
during any prior Plan Year shall be
disregarded;
(2) the present value of an Employee's accrued
benefit under a defined benefit plan as of a
Determination Date shall be determined as of
that valuation date which occurs within the
twelve (12) month period ending on such
Determination Date and is used by the enrolled
actuary for computing Plan costs for minimum
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<PAGE> 79
funding, as if the Employee's separation from
service occurred on such valuation date.
(3) the account balance of an Employee in a
defined contribution plan as of any
Determination Date shall be equal to the
account balance of the Employee on the
valuation date which occurs within the twelve
(12) month period ending on such Determination
Date including an adjustment for contributions
made or which are due as of such Determination
Date.
(4) for any Plan Year the present value of the
accrued benefit or the account balance of any
Employee who has not performed service for an
Employer during the five (5) year period
ending on the Determination Date shall be
disregarded.
(5) the account balance of an Employee in a
defined contribution plan or the present value
of the accrued benefit of an Employee in a
defined benefit plan, as of a Determination
Date -
(A) excludes any rollover contribution or similar
transfer to such plan and attributable to the
Participant's interest in a plan other than a
plan maintained by an Employer or any member
of the Controlled Group, and
(B) includes any amount distributed with respect
to the Employee under the plan within the five
(5) year period ending on the Determination
Date, except to the extent that such amount is
included in such Employee's account balance or
the present value of his accrued benefit
pursuant to Paragraph (2) or (3). This
Subparagraph (B) shall also apply to
distributions under a terminated plan which if
it had
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<PAGE> 80
not been terminated would have been required
to be included in an Aggregation Group.
(6) the present value of Employees' accrued
benefit shall be determined using the
actuarial assumptions specified in the
respective Defined Benefit Plans under which
such benefits accrued. The accrued benefit or
any Employee (other than a Key Employee) shall
be determined
(i) under the method which is used for accrual
purposes for all plans of the employer or any
member of the Controlled Group, or
(ii) if there is no such method, as if such benefit
accrued not more rapidly than the slowest
accrual rate permitted under Section
411(b)(l)(C) of the Code.
15.4 Minimum Benefit:
---------------
(a) Except as provided in Subsection (b), the amount of the
Employer contribution made on behalf of each
Participant who is not a Key Employee for any Plan Year
for which the Plan is a Top-Heavy Plan shall be at
least equal to the lesser of:
(1) three percent (3%) of such Participant's
Section 415 Compensation less any amount
contributed on behalf of the Participant under
any other defined contribution plan maintained
by an Employer or an Affiliate; or
(2) the percentage of Section 415 Compensation
represented by the Employer contribution made
on behalf of the Key Employee for whom such
percentage is the highest for such Plan Year,
determined by dividing the Employer
contribution made on behalf
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<PAGE> 81
of each such key Employee by so much of his Section
415 Compensation as does not exceed $200,000.
(b) Where the inclusion of this Plan in an Aggregation
Group pursuant to Section 15.1(d)(1) enables a defined
benefit plan described in Section 15.1(d)(1) to meet
the requirements of Section 401(a)(4) or Section 410 of
the Code, the minimum contribution required under this
Section 15.4 shall be the amount specified in Section
15.4(a)(1).
(c) The above provisions shall not apply to any Participant
to the extent that he is covered under any other plan
or plans of the Employer or any member of the
Controlled Group and such plan or plans have provided
the minimum allocation or benefit requirement
applicable to this Top-Heavy Plan will be met in such
other plan or plans.
(d) Matching contributions and elective contributions on
behalf of Key Employees are taken into account in
determining the minimum required contribution
requirement of Section 416(c)(2) of the Code. Elective
and matching contributions on behalf of Employees other
than Key Employees shall not be treated as Employer
contributions for purposes of the minimum contribution
requirements of Section 416 of the Code.
15.5 Miscellaneous:
-------------
For any Top-Heavy Plan Year, the limitations contained in
Article XIV of the Plan shall be applied by substituting
"1.0" for "1.25" in Section 14.1(c)(2) and 14.1(e)(2) of the
Plan, unless for such Plan Year -
(a) the requirements of Section 15.4 would be satisfied if
"four percent (4%)" were substituted for "three percent
(3%)" in Subsection (a)(1) thereof; and
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<PAGE> 82
(b) the Plan would not be a Plan described in Section 15.3
if "ninety percent (90%)" were substituted for "sixty
percent (60%)" whenever the latter figure appears in
Section 15.3.
15.6 For any Plan Year in which the Plan is Top Heavy, non-key
Employees participating in this Plan and the Bank's defined
benefit plan will receive the Top-Heavy minimum benefit under
the defined benefit plan.
-79-
<PAGE> 83
ARTICLE XVI
MISCELLANEOUS
-------------
16.1 Uniform Administration:
----------------------
Whenever, in the administration of the Plan, any action is
required to be taken by an Employer or the Committee,
including, but not by way of limitation, action with respect
to eligibility or classification of employees, contributions
or benefits, such action shall be uniform in nature as
applied to all persons similarly situated and no such action
shall be taken which will discriminate in favor of
Participants who are officers or significant shareholders of
an Employer or persons whose principal duties consist of
supervising the work of other employees or Highly Compensated
Employees.
16.2 Payment Due an Incompetent:
--------------------------
If the Committee determines that any person to whom a payment
is due hereunder is incompetent by reason of physical or
mental disability, the Committee shall have power to cause
the payments becoming due to such person to be made to
another for the benefit of the incompetent, without
responsibility of the Committee or the Trustee to see to the
application of such payment. Payments made in accordance
with such power shall operate as a complete discharge of all
obligations on account of such payment of the Committee, the
Trustee and the Trust Fund.
16.3 Source of Payments:
------------------
All benefits under the Plan shall be paid or provided solely
from the Trust Fund and the Employers assume no liability or
responsibility therefor, except to the extent required by
law.
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<PAGE> 84
16.4 Plan Not a Contract of Employment:
---------------------------------
Nothing herein contained shall be deemed to give any Employee
or Participant the right to be retained in the employ of an
Employer or any member of the Controlled Group or to
interfere with the right of the Employer to discharge any
Employee or Participant at any time.
16.5 Applicable Law:
--------------
Except to the extent governed by Federal law the Plan shall
be administered and interpreted in accordance with the laws
of the State of Delaware.
16.6 Unclaimed Amounts:
-----------------
It shall be the sole duty and responsibility of a Participant
or Beneficiary to keep the Committee apprised of the most
current mailing address. If any benefit to be paid under the
Plan is unclaimed, within such reasonable time period in
accordance with applicable law, as the Committee shall
prescribe, it shall be forfeited and applied to reduce
Company Matching Contributions; provided, however, that such
forfeiture shall be reinstated if a claim is made by the
Participant or Beneficiary for the forfeited benefit.
16.7 No Liabilities:
--------------
No liability shall attach to any Employer for payment of any
benefits or claims hereunder, and all Participants and
Beneficiaries, and all persons claiming under or through
them, shall have recourse only to the Trust Fund for payment
or any such benefit or claim.
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<PAGE> 85
16.8 Refund of Employer Contribution:
-------------------------------
In the event of (a) initial disqualification of the Plan in
accordance with Section 403(c)(2)(B) of ERISA, (b)
disallowance of a deduction, or (c) mistake of fact, the
Employer contributions shall be returned to the Employer
which made said contribution to the extent permitted under
Section 403(c) of ERISA and Section 401(a)(2) of the Code.
Return of contributions pursuant to (a), (b) or (c) of this
Section shall be made within one (1) year of the date of
adverse determination, disallowance of deduction, or date of
payment of the mistaken portion of the contribution, as the
case may be only after timely written demand has been made
therefor by the Employer.
16.9 Illegality or Invalidity:
------------------------
If any provision in this Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall
not affect the remaining provisions of the Plan, which shall
be construed and enforced as if such illegal or invalid
provision had never been included herein.
16.10 Gender:
------
Whenever any words are used herein in the masculine gender,
they shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and
vice versa, and wherever any words are used herein in the
----------
singular form, they shall be construed as though they were
also used in the plural form in all cases where they would so
apply; and vice versa.
----------
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<PAGE> 86
FIRST AMENDMENT TO
NORTH FORK BANCORPORATION, INC.
401(k) SAVINGS PLAN
The North Fork Bancorporation, Inc. 401(k) Savings Plan is amended
in the following respect, effective October 1, 1992.
(1)
Section 5.7 is amended to delete the words "plus one-half of
contributions made after the last Valuation Date" on the eighth and
ninth line thereof.
(2)
Section 3.4 is amended to add the following:
"An elective contribution will be taken into account
under the Actual Deferral Percentage test of Code
Section 401(k)(3)(A) for a Plan Year only if it relates
to Compensation that either would have been received by
the Employee in the Plan Year and would have been
received by the Employee within 2ths after the
close of the Plan Year.
An elective contribution will be taken into account
under the Actual Deferral Percentage test for a Plan
Year only if it is allocated to the Employee as of a
date within the Plan Year. For this purpose, an
elective contribution is considered allocated as of a
date within a Plan Year if the allocation is not
contingent on participation or performance of services
after such date and the elective contribution is
actually paid to the Trust no later than 12 months
after the Plan Year to which the contribution relates.
(3)
Section 3.5 is amended to add the following at the end thereof.
"Qualified Nonelective contributions shall be
nonforfeitable and subject to the same distribution
restrictions that apply to elective contributions."
(4)
Section 3.7 is amended to add the words
"and Qualified Nonelective Contributions" after the
words "Before-Tax Contributions" in the first line
thereof.
<PAGE> 87
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized officers on the 20th day of
December, 1994.
NORTH FORK BANCORPORATION, INC.
By:/s/ Anthony J. Abate
--------------------------
Secretary
ATTEST
/s/ Deborah Halstead
- -----------------------------
Assistant Secretary
-2-
<PAGE> 88
AMENDMENT NUMBER TWO
TO THE
NORTH FORK BANCORPORATION, INC.
401(k) SAVINGS PLAN
The North Fork Bancorporation, Inc. 401(K) Savings Plan is amended
in the following respects, effective December 1, 1994.
(1)
A new Section 2.6 is added to read:
"Former employees of Bayside Federal Savings Bank whose
employment with North Fork Bank began between July 1,
1994 and December 1, 1994 shall be eligible to
participate in the Plan on December 1, 1994 and shall
receive service credit from their date of employment
with Bayside Federal Savings Bank for purposes of
eligibility in the Plan."
(2)
A new Section 2.7 is added to read:
"Former employees of Eastern Federal Savings and Loan
Association employed by Bayside Federal Savings Bank on
January 1, 1992 and subsequently employed by North Fork
Bank between July 1, 1994 and December 1, 1994 shall be
eligible to participate in the Plan on December 1, 1994
and shall receive service credit from their date of
employment with Eastern Federal Savings and Loan
Association for purposes of eligibility in the Plan."
(3)
A new Section 6.5 is added to read:
"Former employees of Bayside Federal Savings Bank
employed by North Fork Bank between July 1, 1994 and
December 1, 1994 shall be eligible to enroll in the
Plan on December 1, 1994. When they become
Participants, they shall receive service credit with
Bayside Federal Savings from the later of October 1,
1992 or their date of employment for purposes of
vesting in the Plan."
<PAGE> 89
(4)
A new Section 6.6 is added to read:
"Former employees of Eastern Federal Savings and Loan
Association employed by Bayside Federal Savings Bank on
January 1, 1992 and subsequently employed by North Fork
Bank between July 1, 1994 and December 1, 1994 shall be
eligible to enroll in the Plan on December 1, 1994.
When they become Participants, they shall receive
service credit from the later of their date of
employment with Eastern Federal Savings and Loan
Association, or October 1, 1992 for purposes of vesting
in the Plan."
(5)
Section 6.2 is amended in its entirety to read:
"6.2 Vesting Schedule
----------------
<TABLE>
Each Employee who enrolls in the Plan on October
1, 1992 shall be 100% vested in his Bank
Contribution Account. Each other Participant,
shall have a nonforfeitable interest in that
portion of his Bank Matching Contribution
Account as provided in the following vesting
schedule:
<CAPTION>
YEARS OF VESTING SERVICE VESTING PERCENTAGE
------------------------ ------------------
<S> <C>
2 25%
3 50%
4 75%
5 or more 100%
</TABLE>
Each eligible former Employee of Bayside Federal
Savings Bank and Eastern Federal Savings and
Loan Association who enrolls in the Plan on
December 1, 1994 shall be 100% vested in his
Bank Matching Contribution Account.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer this ----- day of
- ------------, 1994.
NORTH FORK BANCORPORATION, INC. ATTEST
By:--------------------------
-2-
<PAGE> 90
AMENDMENT NUMBER THREE
TO THE
NORTH FORK BANCORPORATION, INC.
401(k) RETIREMENT SAVINGS PLAN
The North Fork Bancorporation, Inc. 401(K) Retirement Savings Plan
is amended in the following respects, effective April 20, 1995.
A new Section 2.08 is added to read:
"Former employees of Bank of Great Neck employed by
Bank of Great Neck as of the effective date of the
merger between North Fork Bancorporation, Inc. and
Great Neck Bancorp subsequently employed by North Fork
Bank shall be eligible to participate in the plan as of
the first of the month coinciding with or next
following the effective date of the merger and shall
receive service credit from their date of employment
with Bank of Great Neck for purposes of eligibility in
the Plan."
A new Section 6.7 is added to read:
"Former employees of Bank of Great Neck employed by
Bank of Great Neck as of the effective date of the
merger between North Fork Bancorporation, Inc. and
Great Neck Bancorp subsequently employed by North Fork
Bank shall be eligible to enroll in the plan as of the
first of the month coinciding with or next following
the effective date of the merger and shall receive
service credit from the later of October 1, 1992 or
their date of employment with Bank of Great Neck for
purposes of vesting in the Plan."
Section 6.2 is amended in its entirety to read:
"6.2 Vesting Schedule
----------------
<TABLE>
Each employee who enrolls in the Plan on
October 1, 1992 shall be 100% vested in
his Bank Contribution Account. Each other
Participant, shall have a nonforfeitable
interest in that portion of his Bank
Matching Contribution Account as provided
in the following schedule:
<CAPTION>
Years of Vesting Service Vesting Percentage
------------------------ ------------------
<S> <C>
2 25%
3 50%
4 75%
5 100%
</TABLE>
Each eligible former Employee of Bayside
Federal Savings Bank and Eastern Federal
Savings and Loan Association who enrolls
in the Plan on December 1, 1994 shall be
100% vested in his Bank Matching
Contribution Account.
<PAGE> 91
Each eligible former Employee of Bank of
Great Neck who enrolls in the Plan on the
first of the month coinciding with or next
following the effective date of the merger
between North Fork Bancorporation, Inc.
and Great Neck Bancorp shall be 100%
vested in his Bank Matching Contribution
Account.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer this 20th day of April,
1995.
NORTH FORK BANCORPORATION, INC. ATTEST
By:/s/ Anthony J. Abate /s/ Karen Seelig
-------------------------- ----------------
-2-
<PAGE> 92
AMENDMENT NUMBER THREE
TO THE
NORTH FORK BANCORPORATION, INC.
401(k) SAVINGS PLAN
The North Fork Bancorporation, Inc. 401(k) Savings Plan is amended
in the following respects, effective January 15, 1996.
(1)
A new Section 2.9 is added to read:
"Former employees of Extebank whose employment with
North Fork Bank began between November 1, 1995 and
January 15, 1996 shall be eligible to participate in
the Plan January 15, 1996 and shall receive service
credit from their date of employment with Extebank for
purposes of eligibility in the Plan."
(2)
A new Section 6.8 is added to read:
"Former employees of Extebank employed by North Fork
Bank between November 1, 1995 and January 15, 1996
shall be eligible to enroll in the Plan on February 1,
1996. When they become Participants, they shall
receive service credit with Extebank from the later of
October 1, 1992 or their date of employment with
Extebank for purposes of vesting in the Plan."
(3)
Section 6.2 is amended in its entirety to read:
<TABLE>
"Each Employee who enrolls in the Plan October 1, 1992,
shall be 100% vested in his Bank Contribution Account.
Each other Participant, shall have a nonforfeitable
interest in that portion of his Bank Matching
Contribution Account as provided in the following
vesting schedule:
<CAPTION>
Years of Vesting Service Vesting Percentage
------------------------ ------------------
<S> <C>
2 25%
3 50%
4 75%
5 or more 100%
</TABLE>
<PAGE> 93
Each eligible former Employee of Bayside Federal
Savings Bank and Eastern Federal Savings and Loan
Association who enrolls in the Plan on December 1, 1994
shall be 100% vested in his Bank Matching Contribution
Account.
Each eligible former Employee of the Bank of Great Neck
who enrolls in the Plan on the first of the month
coinciding with or next following the effective date of
the merger between North Fork Bancorporation, Inc. and
Great Neck Bancorp shall be 100% vested in his Matching
Contribution Account.
Each eligible former Employee of Extebank who enrolls
in the Plan on February 1, 1996 shall be 100% vested in
his Bank Matching Contribution Account.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer this 28th day of November,
1995.
NORTH FORK BANCORPORATION, INC. ATTEST
By:/s/ Anthony J. Abate
--------------------------
-2-
<PAGE> 94
AMENDMENT NUMBER FOUR
TO THE
NORTH FORK BANCORPORATION, INC.
401(k) SAVINGS PLAN
The North Fork Bancorporation, Inc. 401(k) Savings Plan is amended
in the following respects, effective February 9, 1996.
(1)
A new Section 2.10 is added to read:
"Former employees of First Nationwide Bank employed by
First Nationwide Bank as of the effective date of the
purchase of the ten Long Island branches subsequently
employed by North Fork Bank shall be eligible to
participate in the Plan March 1, and shall receive
service credit from their date of employment with First
Nationwide Bank for purposes of eligibility in the
Plan."
(2)
A new Section 6.9 is added to read:
"Former employees of First Nationwide Bank employed by
First Nationwide Bank as of the effective date of the
purchase of the ten Long Island branches and
subsequently employed by North Fork Bank shall be
eligible to enroll in the Plan on March 1, 1996. When
they become Participants, they shall receive service
credit with First Nationwide Bank from the later of
October 1, 1992 or their date of employment with First
Nationwide Bank for purposes of vesting in the Plan.
(3)
Section 6.2 is amended in its entirety to read:
<TABLE>
"Each Employee who enrolls in the Plan October 1, 1992,
shall be 100% vested in his Bank Contribution Account.
Each other Participant, shall have a nonforfeitable
interest in that portion of his Bank Matching
Contribution Account as provided in the following
vesting schedule:
<CAPTION>
Years of Vesting Service Vesting Percentage
------------------------ ------------------
<S> <C>
2 25%
3 50%
<PAGE> 95
4 75%
5 or more 100%
</TABLE>
Each eligible former Employee of Bayside Federal
Savings Bank and Eastern Federal Savings and Loan
Association who enrolls in the Plan on December 1, 1994
shall be 100% vested in his Bank Matching Contribution
Account.
Each eligible former Employee of the Bank of Great Neck
who enrolls in the Plan on the first of the month
coinciding with or next following the effective date of
the merger between North Fork Bancorporation, Inc. and
Great Neck Bancorp shall be 100% vested in his Matching
Contribution Account.
Each eligible former Employee of Extebank who enrolls
in the Plan on February 1, 1996 shall be 100% vested in
his Bank Matching Contribution Account.
Each former employee of First Nationwide Bank who
enrolls in the Plan on March 1, 1996 shall be 100%
vested in his Bank Matching Contribution Account.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officer this 28th day of November,
1995.
NORTH FORK BANCORPORATION ATTEST
By:/s/ Anthony J. Abate
--------------------------
-2-
<PAGE> 96
AMENDMENT NUMBER FIVE
TO THE
NORTH FORK BANCORPORATION, INC.
401(k) SAVINGS PLAN
The North Fork Bancorporation, Inc. 401(k) Savings Plan is amended
in the following respects, effective January 1, 1996.
(1)
A new Section 10.3 is added to read:
"Direct Rollovers from the Bayside Federal Savings Bank Employee
- ----------------------------------------------------------------
Stock Ownership Plan
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Active Employees who were participants in the Bayside Federal
Savings Bank Employee Stock Ownership Plan (the "ESOP") may make a
one-time direct rollover to the Plan of Company Stock they receive
as a distribution from the ESOP. Such stock shall be subject to
the provisions of Article VIII herein."
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized officer on this --------------
day of December, 1995.
NORTH FORK BANCORPORATION, INC.
By:----------------------------
ATTEST:
<PAGE> 97
AMENDMENT NUMBER SIX
TO THE
NORTH FORK BANCORPORATION, INC.
401(k) SAVINGS PLAN
The North Fork Bancorporation, Inc. 401(k) Savings Plan is amended
in the following respects, effective January 1, 1996.
(1)
Section 9.2 is amended in the following respects.
a) Subsection (b) is amended to add the following at the end
thereof.
"Effective January 1, 1996, for purposes of determining the
available loan amount, the vested portion of the
Participant's Accounts shall be determined as of the date the
loan is requested."
b) Subsection (e) is amended in its entirety to read:
"Each loan shall bear interest at a fixed rate as published
in the Wall Street Journal on the first day of the quarter
immediately proceeding the loan effective date, plus an
additional 1%."
IN WITNESS WHEREOF the Company has caused this Amendment to be
executed by its duly authorized officer this 24th day of January,
1996.
NORTH FORK BANCORPORATION, INC.
By: /S/ Anthony J. Abate
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ATTEST:
<PAGE> 1
EXHIBIT 5.1
GALLOP, JOHNSON & NEUMAN, L.C.
101 S. Hanley
St. Louis, Missouri 63105
January 30, 1996
Board of Directors
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
Re: Registration Statement on Form S-8
North Fork Bancorporation, Inc.
401(k) Retirement Savings Plan
Gentlemen:
We have served as counsel to North Fork Bancorporation, Inc.
(the "Company") in connection with the various legal matters
relating to the filing of a registration statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933,
as amended, and the Rules and Regulations promulgated thereunder,
relating to 100,000 shares of common stock of the Company, par
value $2.50 per share (the "Shares"), reserved for issuance in
accordance with the North Fork Bancorporation, Inc. 401(k)
Retirement Savings Plan (the "Plan").
We have examined such corporate records of the Company, such
laws and such other information as we have deemed relevant,
including the Company's Certificate of Incorporation, as amended,
and Amended and Restated Bylaws, certain resolutions adopted by
the Board of Directors of the Company relating to the Plan and
certificates received from state officials and from officers of
the Company. In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of
all documents submitted to us as certified, photostatic or
conformed copies, and the correctness of all statements submitted
to us by officers of the Company.
Based upon the foregoing, the undersigned is of the opinion
that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the
State of Delaware.
<PAGE> 2
Board of Directors
North Fork Bancorporation, Inc.
January 30, 1996
Page 2
2. The Common Stock being offered by the Company, if issued
in accordance with the Plan, will be validly issued and
outstanding and will be fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name in the
Registration Statement. We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of
the Shares pursuant to the Plan.
Very truly yours,
/s/ Gallop, Johnson & Neuman, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
<PAGE> 1
EXHIBIT 23.3
The Board of Directors
North Fork Bancorporation, Inc.:
We hereby consent to the incorporation by reference in the
registration statement (No. 33- ) on Form S-8 of North Fork
Bancorporation, Inc. of our report dated January 20, 1995,
relating to the consolidated balance sheets of North Fork
Bancorporation, Inc. and subsidiaries as of December 31, 1994 and
1993, and the related consolidated statements of income, changes
in stockholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1994. Our report with
respect to these financial statements, which contains an added
explanatory paragraph, appears in the December 31, 1994 annual
report on Form 10-K of North Fork Bancorporation, Inc.
We also consent to the incorporation by reference of our report
dated September 29, 1995, relating to the statement of net assets
available for plan benefits of the North Fork Bancorporation,
Inc. 401(k) Retirement Savings Plan as of December 31, 1994 and
1993, and the related statement of changes in net assets
available for plan benefits for the years ended December 31, 1994
and 1993, which report was included as an exhibit in the December
31, 1994 annual report on Form 10-K/A of North Fork
Bancorporation, Inc.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
New York, New York
January 22, 1996
