AMENDMENT NUMBERONE to the Amended Employment Agreement (the “Amendment”) made effective as ofAugust 7, 2001 by and among GreenPoint Financial Corp. (formerly known as GPFinancial Corp.), a Delaware corporation (the “Company”), GreenPoint Bank(formerly known as The Green Point Savings Bank), a New York chartered savingsbank  (the “Bank”), and Thomas S.Johnson (the “Executive”).

 

WHEREAS, effective as ofAugust 4, 1994, the Company, the Bank and the Executive entered into an AmendedEmployment Agreement (the “Agreement”); and

 

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

 

NOW, THEREFORE, inconsideration of the premises, the mutual covenants herein set forth and othergood and valuable consideration, the Company, the Bank and the Executive herebyagree as follows:

 

1.     The words “Company Bank” in the secondWHEREAS clause of the Agreement should be deleted and the words “Company andthe Bank” substituted therefor.

 

2.     The words “Section 9” in Section 2(a) ofthe Agreement should be deleted and the words “Section  10” substituted therefor.

 

3.     The following sentence should be insertedimmediately following the last sentence of Section 3(b) of the Agreement:

 

“The term Base Salary as utilized in this Agreementshall refer to Base Salary as so increased.”

 

4.     The last sentence of Section 3(c) of theAgreement should be deleted in its entirety and the following substitutedtherefor:

 

“Performance Awards payable with respect to fiscalyears after fiscal year 1994 during the term of this Agreement shall range from0% to 125% of the Executive’s Base Salary with a target Performance Award equalto 50% of the Executive’s Base Salary being paid upon the attainment of certainmutually agreed upon performance targets for each fiscal year, with greater orlesser Performance Awards within said range being paid based on relativeperformance in accordance with the Annual Incentive Plan or any successor orsimilar plan maintained by the Company or the Bank from time to time.  Notwithstanding the foregoing, during theterm of this Agreement, the range and target of the Performance Award payableto Executive shall be reviewed periodically. Such review shall be conducted by a Committee designated by the Board,and the Board may increase, but not decrease, Executive’s range and target forthe Performance Award. The term Performance Award as utilized in this Agreementshall refer to the range and target for the Performance Award as so increased.”

 

5.     The fifth sentence of Section 3(g) of the Agreementshould be deleted in its entirety and the following substituted therefor:

 

“In the event of Executive’s Termination for Cause, asdefined in Section 8, all unvested and unexercised options shall become void.”

 

6.     The word “salary” in the first sentence ofSection 3(i) of the Agreement should be deleted and the words “Base Salary”substituted therefor.

 

7.     The following sentence should be insertedimmediately following the last sentence of Section 3(i) 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 3(i), and the applicable terms of the GreenPointFinancial Corp. Supplemental Executive Retirement Plan II are incorporatedherein by this reference.”

 

8.     A new Section 3(j) should be insertedimmediately following Section 3(i) of the Agreement as follows:

 

“(j) Upon a termination of Executive’s employment forany reason, including for Good Reason, as defined in Section 4(a), and thedeath of the Executive, other than (a) a Termination for Cause, as defined inSection 8, 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 (orimmediately prior to a Change in Control, in the event the Date of Terminationis after a Change in Control).  Thebenefits provided for under this Section 3(j) will be effective as of the laterof (x) the Date of Termination or (y) the end of the benefits continuationperiod described in Section 4(e), Section 5(c)(iv) or Section 6(b), aftertaking into consideration for purposes of clauses (x) and (y), with respect tomedical and dental insurance benefits, any period during which the Executive orhis spouse continued medical and dental insurance benefits under COBRA (asdefined in Section 4(e)).”

9.     The words “Section 9” and “TargetPerformance Award” in Section 4(b) of the Agreement should be deleted and thewords “Section 10(b)” and “target Performance Award” substituted therefor,respectively.

 

10.   Subsections (a)(i), (a)(ii), (a)(iii) and(a)(iv) of Section 5 of the Agreement (and any cross-references thereto) shouldbe renumbered (a)(I), (a)(II), (a)(III) and (a)(IV), respectively.

 

11.   The words “subsection (a)” and “subsection C”in Section 5(a)(I) of the Agreement (as renumbered in accordance with number 9above) should be deleted and the words “subsection (I)” and “subsection (III)”should be substituted therefor, respectively.

 

12.   In the first sentence of Section 5(b) of theAgreement, the words “paragraph (c) and (d)” should be deleted and the words“paragraphs (c) and (d)” substituted therefor.

 

13.   The following introductory language should beinserted at the beginning of Section 5(c) of the Agreement:

 

“Upon the occurrence ofany of the events described in Section 5(a) hereof constituting a Change inControl and pursuant to Section 5(b), the Company shall pay to Executive, or,in the event of his subsequent death, his beneficiary or beneficiaries, or hisestate, as the case may be, in a lump sum in cash within 30 days afterExecutive’s Date of Termination, the aggregate of the following amounts:”

 

14.   Section 5(c)(i) of the Agreement should bedeleted in its entirety and the following substituted therefor:

 

 “(c) (i) the sum of (1) the Executive’s BaseSalary through the Date of Termination to the extent not theretofore paid, (2)the product of (x) the higher of (I) the maximum Performance Award payable tothe Executive with respect to the year in which the Change in Control occurs(whether or not actually paid) (the ‘Maximum Bonus’) and (II) the PerformanceAward paid or payable, including any bonus or portion thereof which has beenearned but deferred (and annualized for any fiscal year consisting of less thantwelve full months or during which the Executive was employed for less thantwelve full months), for the most recently completed fiscal year during theperiod of this Agreement, 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’);”

 

15.   Section 5(c)(iii) of the Agreement should bedeleted in its entirety and the following substituted therefor:

 

“(iii) an amount equal tothe difference between (a) the actuarial equivalent of the benefit (utilizingactuarial assumptions no less favorable to the Executive than those in effectunder the Company’s qualified defined benefit retirement plan immediately priorto the Change in Control (the ‘Retirement Plan’)) under the Retirement Planimmediately prior to the Date of Termination, and any excess or supplementalretirement plan in which the Executive participates (together, the ‘SERP’)which the Executive would receive if the Executive’s employment continued forthree years after the Date of Termination (both for purposes of the Executive’sage and service), assuming for this purpose that all accrued benefits are fullyvested, and, assuming that the Executive’s compensation in each of the threeyears is the sum of Executive’s Base Salary and the Maximum Bonus, and (b) theactuarial equivalent of the Executive’s actual benefit (paid or payable), ifany, under the Retirement Plan and the SERP as of the Date of Termination;”

 

16.   The following sentenceshould be inserted immediately following both the first sentence of Section5(c)(iv) and the second sentence of Section 6(b):

 

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

 

17.   A new Section 5(c)(v) should be insertedimmediately following Section 5(c)(iv) of the Agreement as follows, and thecurrent Sections 5(c)(v), 5(c)(vi) and 5(c)(vii) (and any cross-referencesthereto) should be renumbered 5(c)(vi), 5(c)(vii) and 5(c)(viii), respectively.

 

“(v) the amount equal tothree times the product of (1) the number of shares allocated to theExecutive’s account under the GreenPoint Bank Employee Stock Ownership Planwith respect to the fiscal year immediately preceding the Change in Control and(2) the higher of (I) the closing price of the Company’s stock on the lasttrading day of the fiscal year immediately preceding the Change in Control and(II) the closing price of the Company’s stock on the last trading dayimmediately prior to the Change in Control, plus the amount equal to threetimes the higher of (Y) the maximum employer matching contribution allowableunder the GreenPoint Bank 401(k) Savings Plan in the fiscal year immediatelypreceding the Change in Control and (Z) the maximum employer matchingcontribution allowable under the GreenPoint Bank 401(k) Savings Plan in theyear in which the Change in Control occurs;”

 

18.   The words “Section 5(c)(i), (ii) and (iii)”in the first sentence of Section 6(a) of the Agreement should be deleted andthe words “Section 5(c)(i), (ii), (iii) and (v)” substituted therefor.

 

19.   Except as amended hereby, the Agreement shallremain in full force and effect and is hereby ratified, adopted and confirmedin 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. |
|----------------------|--------|---------------------------|
|                 |   |                      |
|                 |   |                      |
|                 |   |                      |
|                 |   | BY:                       | /s/ Mary M.  Massimo |   |
|                 |   |                      | Mary M. Massimo |
|                 |   |                      | Director of  Human Resources |
|                 |   |                      |   |
|                 |   |                      |   |
|                 |   |                      |   |
|                 |   |                      |   |
| ATTEST:              |   | GREENPOINT BANK           |
|                 |   |                      |   |
|                 |   |                      |   |
|                 |   |                      |   |
| /s/ Howard C. Bluver |   |                      | BY: | /s/ Mary M.  Massimo |   |
| Secretary            |   |                      | Mary M. Massimo |
|                 |   |                      | Director of  Human Resources |
|                 |   |                      |   |
|                      |        |                           |  |  |  |  |  |

 

 

 

                [SEALS]

 

 

 
| WITNESS:         |   |   |               |
|------------------|--------|--------|--------------------|
|             |   |   |               |
|             |   |   |               |
|             |   |   |               |
| /s/ Andy Occhino |   |   |               | /s/ Thomas S.  Johnson |
|             |   |   | Thomas S.  Johnson |
|             |   |   |  Executive    |
|             |   |   |               |
|                  |        |        |                    |  |