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AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered into as of
the 18th day of May, 2000, between THE DIME SAVINGS BANK OF NEW YORK, FSB (the
"Bank"), a federal stock savings bank having its principal executive offices at
589 Fifth Avenue, New York, New York 10017, and LAWRENCE J. TOAL (the
"Officer").
A. The parties hereto have previously entered into an Employment
Agreement dated as of January 30, 1998, as amended as of October 22, 1999 (the
"Employment Agreement").
B. The Employment Agreement is currently a Covered Arrangement under
the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of
New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered
Arrangements of The Dime Savings Bank of New York, FSB and Related Entities (the
"Umbrella Trust").
C. The Bank and the Officer are desirous of amending the Employment
Agreement to reflect the greater authority of the Committee under the Umbrella
Trust in interpreting the provisions of the Employment Agreement, and to clarify
that any severance benefits provided under the Employment Agreement are in lieu
of benefits provided under any other severance program maintained by the Bank or
Dime Bancorp, Inc.
D. The following provision is added to the end of the Employment
Agreement:
"Notwithstanding anything to the contrary contained herein,
the Committee under the Umbrella Trust Agreement among Dime Bancorp,
Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as
Trustee with respect to the Covered Arrangements of The Dime Savings
Bank of New York, FSB and
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Related Entities (the "Umbrella Trust" and the "Umbrella Trust
Committee") and the trustee of the Umbrella Trust (the "Trustee") shall
have the authority to interpret, on behalf of the Bank (and as
applicable, the Company), the provisions of this Employment Agreement
to the extent that interpretive authority is provided to the Umbrella
Trust Committee and/or the Trustee, as applicable, under the Umbrella
Trust. The decisions of the Umbrella Trust Committee, the Trustee and
their delegatee(s) shall govern the Bank's interpretation of this
Employment Agreement and any amendments thereto, notwithstanding any
authority otherwise provided to another individual, group of
individuals or entity herein, including, but not limited to, the
authority to determine the eligibility for, amount, form and timing of
payments hereunder, and the calculation of 'excess parachute payments'
and the underlying elements used in their determination under Code
Section 280G.
The severance benefits specified in Section 9 and Section 12 hereof
shall be in lieu of any severance pay or other severance benefit that
the Bank or the Company may provide to terminated employees pursuant to
any prior letters to, or agreements with, you (whether from or with the
Company, the Bank or any of their subsidiaries or affiliates) and
policies of the Bank or the Company that may at that time be in effect
(unless the only severance benefits to which the Officer is entitled
are those severance benefits provided under such policies)."
E. Dime Bancorp, Inc. (the "Company") hereby joins in this Amendment
for purposes of confirming that the Agreement dated as of January 30, 1998
between the Company and the Officer shall, as modified hereby, remain in full
force and effect and that each reference therein to the "Employment Agreement"
shall be deemed to mean the Employment Agreement as modified and amended by this
Amendment.
THE DIME SAVINGS BANK OF NEW
YORK, FSB
By:
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Name:
Title:
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DIME BANCORP, INC.
By:
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Name:
Title:
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LAWRENCE J. TOAL
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