AMENDMENT NUMBERONE to the Employment Agreement (the “Amendment”) dated as of the 7thday of August, 2001 by and among GreenPoint Financial Corp., a Delawarecorporation (the “Company”), GreenPoint Bank, a New York chartered savings bank(the “Bank”) and Bharat B. Bhatt (the “Executive”).

 

WHEREAS, as of August 21,1995, the Company, the Bank and the Executive entered into an EmploymentAgreement (the “Agreement”); and

 

WHEREAS, the Company, the Bank and the Executive now desire to amendthe Agreement.

 

NOW, THEREFORE, in consideration of the premises, the mutual covenantsherein set forth and other good and valuable consideration, the Company, theBank and the Executive hereby agree as follows:

 

1.     The following sentences should be insertedimmediately following the first sentence of Section 4(b)(ii) of the Agreement:

 

“During the Employment Period, the Target Bonus andMaximum Bonus payable to Executive shall be reviewed periodically.  As a result of such review, the Target Bonusand/or Maximum Bonus may be increased, but not decreased.  The terms Target Bonus and Maximum Bonus asutilized in this Agreement shall refer to the Target Bonus and/or Maximum Bonusas so increased.”

 

2.     The following sentence should be insertedimmediately following the last sentence of Section 4(b)(viii) of the Agreement:

 

“The GreenPoint Financial Corp. Supplemental ExecutiveRetirement Plan II provides interpretive guidance with respect to andfacilitates the administration of the supplemental retirement benefit providedto the Executive under this Section 4(b)(viii), and the applicable terms of theGreenPoint Financial Corp. Supplemental Executive Retirement Plan II areincorporated herein by this reference.”

 

3.     A new Section 4(b)(ix) should be insertedimmediately following Section 4(b)(viii) as follows:

 

“(ix) Retiree Insurance Benefits.  Upon a termination of Executive’s employmentfor any reason, including for Good Reason, as defined in Section 5(d), and thedeath of the Executive, other than (a) a termination for Cause, as defined inSection 5(b), or (b) a voluntary termination of employment by Executive notrecognized by a Committee designated by the Board as a ‘retirement’, for theremainder of the Executive’s life and that of his current spouse, the Companyshall provide medical, dental and life insurance benefits to the Executive andhis current spouse on the same basis such benefits are provided by the Companyto its retirees; provided, however, if the Company does notprovide medical, dental or life insurance benefits to its retirees, the Companyshall provide medical, dental or life insurance benefits, as the case may be,to the Executive and his current spouse on the same basis such benefits wereprovided to the Executive immediately prior to the Date of Termination (orEffective Date, in the event the Date of Termination is after the EffectiveDate).  The benefits provided for underthis Section 4(b)(ix) will be effective as of the later of (x) the Date ofTermination or (y) the end of the benefits continuation period described inSection 6(a)(ii), after taking into consideration for purposes of clauses (x)and (y), with respect to medical and dental insurance benefits, any periodduring which the Executive or his spouse continued medical and dental insurancebenefits under the Consolidated Omnibus Reconciliation Act of 1985 ('COBRA').”

4.     Section 6(a)(i)A of the Agreement should bedeleted in its entirety and the following substituted therefor:

 

“A.  the sum of(1) the Executive’s Annual Base Salary through the Date of Termination to theextent not theretofore paid, (2) the product of (x) the higher of (I) theMaximum Bonus payable to the Executive with respect to the year in which theDate of Termination (or Effective Date, in the event the Date of Termination isafter the Effective Date) occurs (whether or not actually paid) and (II) theAnnual Bonus paid or payable, including any bonus or portion thereof which hasbeen earned but deferred (and annualized for any fiscal year consisting of lessthan twelve full months or during which the Executive was employed for lessthan twelve full months), for the most recently completed fiscal year duringthe Employment Period, if any (such higher amount being referred to as the‘Highest Annual Bonus’) and (y) a fraction, the numerator of which is thenumber of days in the current fiscal year through the Date of Termination, andthe denominator of which is 365 and (3) any compensation previously deferred bythe Executive (together with any accrued interest or earnings thereon) and anyaccrued vacation pay, in each case to the extent not theretofore paid (the sumof the amounts described in clauses (1), (2), and (3) shall be hereinafterreferred to as the ‘Accrued Obligations’); and”

 

5.     In clause (a) of Section 6(a)(i)C of theAgreement, the words “immediately prior to the Date of Termination (orEffective Date, in the event the Date of Termination is after the EffectiveDate)” should be inserted immediately after the words “in effect under theCompany’s qualified defined benefit retirement plan” and immediately before thewords “(the ‘Retirement Plan’))” and the words “(both for purposes of theExecutive’s age and service),” should be inserted immediately after the words“continued for three years after the Date of Termination” and immediatelybefore the words “assuming for this purpose that all accrued benefits are fullyvested,”.

 

6.     The following sentenceshould be inserted immediately following the first sentence of Section6(a)(ii):

 

“The Executive’s rightsand his dependents’ rights under COBRA shall begin upon the expiration of suchcoverage.”

 

7.     A new Section 6(a)(iii) should be insertedimmediately following Section 6(a)(ii) of the Agreement as follows, and thecurrent Sections 6(a)(iii) and 6(a)(iv) should be renumbered 6(a)(iv) and6(a)(v), respectively.

 

“(iii) the amount equal to three times the product of(1) the number of shares allocated to the Executive’s account under theGreenPoint Bank Employee Stock Ownership Plan with respect to the fiscal yearimmediately preceding the Date of Termination (or Effective Date, in the eventof a Change of Control) and (2) the higher of (I) the closing price of theCompany’s stock on the last trading day of the fiscal year immediatelypreceding the Date of Termination (or Effective Date, in the event of a Changeof Control) and (II) the closing price of the Company’s stock on the lasttrading day immediately prior to the Date of Termination (or Effective Date, inthe event of a Change of Control), plus the amount equal to three times thehigher of (Y) the maximum employer matching contribution allowable under theGreenPoint Bank 401(k) Savings Plan in the fiscal year immediately precedingthe Date of Termination (or Effective Date, in the event of a Change ofControl) and (Z) the maximum employer matching contribution allowable under theGreenPoint Bank 401(k) Savings Plan in the year in which the Date ofTermination (or Effective Date, in the event of a Change of Control) occurs;”

 

8.     Except as amended hereby, the Agreementshall remain in full force and effect and is hereby ratified, adopted andconfirmed in all respects.

 

**[The remainder of this page is intentionally left blank.  Signatures to follow.]**

 

SIGNATURES

 

                IN WITNESSWHEREOF, GreenPoint Financial Corp. and GreenPoint Bank have caused thisAmendment to be executed and their seals to be affixed hereunto by their dulyauthorized officers, and Executive has signed this Amendment, as of the day,month and year first above written.

 

 
|                    |   |   |   |   |   |   |   | GREENPOINT FINACIAL CORP. |
|-------------------------|--------|--------|--------|--------|--------|--------|--------|---------------------------|
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|                    |   |   |   |   |   |   |   | BY:                       | /s/ Mary M.  Massimo |
|                    |   |   |   |   |   |   |   |                      | Mary M. Massimo |
|                    |   |   |   |   |   |   |   |                      | Director of  Human Resources |
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| ATTEST:                 |   |   |   |   |   |   |   | GREENPOINT BANK           |
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| /s/ Howard C. Bluver    |   |   |   |   |   |   | BY:    | /s/ Mary M.  Massimo      |
| Secretary               |   |   |   |   |   |   |   |                      | Mary M. Massimo |
|                    |   |   |   |   |   |   |   |                      | Director of  Human Resources |
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| [SEALS]                 |   |   |   |   |   |   |   |                      |
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| WITNESS:                |   |   |   |   |   |   |   |                      |   |
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|   /s/ Andy Occhino |   |   |   |   |   |   |   | /s/ Bharat B. Bhatt       |
|                    |   |   |   |   |   |   |   |                      | Bharat B. Bhatt |
|                    |   |   |   |   |   |   |   |                      | Executive |
|                         |        |        |        |        |        |        |        |                           |  |  |