exhibit10-31.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Employee
Stock Ownership Plan

       

      of

       

      Dime
Community Bancshares, Inc.

       

      and
Certain Affiliates

      


      


      


      Amended
and restated as of January 1, 2008


      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


        

      



      TABLE OF
CONTENTS

       

      
        
          	 
      	 
      	
                  Page

                
	
                  ARTICLE
      I - DEFINITIONS

                
	
                  Section
      1.1

                	
                  Account

                	
                  1

                
	
                  Section
      1.2

                	
                  Affiliated
      Employer

                	
                  1

                
	
                  Section
      1.3

                	
                  Allocation
      Compensation

                	
                  1

                
	
                  Section
      1.4

                	
                  Acquired
      Company

                	
                  2

                
	
                  Section
      1.5

                	
                  Bank

                	
                  2

                
	
                  Section
      1.6

                	
                  Board

                	
                  2

                
	
                  Section
      1.7

                	
                  Beneficiary

                	
                  2

                
	
                  Section
      1.8

                	
                  Break
      in Service

                	
                  2

                
	
                  Section
      1.9

                	
                  Change
      in Control

                	
                  2

                
	
                  Section
      1.10

                	
                  Code

                	
                  2

                
	
                  Section
      1.11

                	
                  Committee

                	
                  2

                
	
                  Section
      1.12

                	
                  Designated
      Beneficiary

                	
                  3

                
	
                  Section
      1.13

                	
                  Disability

                	
                  3

                
	
                  Section
      1.14

                	
                  Domestic
      Relations Order

                	
                  3

                
	
                  Section
      1.15

                	
                  Dividend
      Maintenance Contribution

                	
                  4

                
	
                  Section
      1.16

                	
                  Effective
      Date

                	
                  4

                
	
                  Section
      1.17

                	
                  Eligible
      Employee

                	
                  4

                
	
                  Section
      1.18

                	
                  Eligible
      Participant

                	
                  4

                
	
                  Section
      1.19

                	
                  Employee

                	
                  4

                
	
                  Section
      1.20

                	
                  Employer

                	
                  4

                
	
                  Section
      1.21

                	
                  Employment
      Commencement Date

                	
                  4

                
	
                  Section
      1.22

                	
                  ERISA

                	
                  4

                
	
                  Section
      1.23

                	
                  ESOP
      Contribution

                	
                  4

                
	
                  Section
      1.24

                	
                  Fair
      Market Value

                	
                  4

                
	
                  Section
      1.25

                	
                  Family
      Member

                	
                  5

                
	
                  Section
      1.26

                	
                  Financed
      Share

                	
                  5

                
	
                  Section
      1.27

                	
                  Five
      Percent Owner

                	
                  5

                
	
                  Section
      1.28

                	
                  Forfeitures

                	
                  5

                
	
                  Section
      1.29

                	
                  Former
      Participant

                	
                  5

                
	
                  Section
      1.30

                	
                  401(k)
      Safe Harbor Contribution

                	
                  5

                
	
                  Section
      1.31

                	
                  401(k)
      Safe Harbor Contribution Account

                	
                  5

                
	
                  Section
      1.32

                	
                  General
      Investment Account

                	
                  6

                
	
                  Section
      1.33

                	
                  Highly
      Compensated Employee

                	
                  6

                
	
                  Section
      1.34

                	
                  Hour
      of Service

                	
                  7

                
	
                  Section
      1.35

                	
                  Investment
      Account

                	
                  7

                
	
                  Section
      1.36

                	
                  Investment
      Fund

                	
                  7

                
	
                  Section
      1.37

                	
                  Loan
      Repayment Account

                	
                  7

                
	
                  Section
      1.38

                	
                  Loan
      Repayment Contribution

                	
                  7

                
	
                  Section
      1.39

                	
                  Maternity
      or Paternity Leave

                	
                  7

                
	
                  Section
      1.40

                	
                  Military
      Service

                	
                  8

                
	
                  Section
      1.41

                	
                  Named
      Fiduciary

                	
                  8

                
	
                  Section
      1.42

                	
                  Officer

                	
                  8

                
	
                  Section
      1.43

                	
                  Participant

                	
                  8

                
	
                  Section
      1.44

                	
                  Period
      of Service

                	
                  8

                
	
                  Section
      1.45

                	
                  Period
      of Severance

                	
                  8

                
	
                  Section
      1.46

                	
                  Plan

                	
                  8

                
	
                  Section
      1.47

                	
                  Plan
      Administrator

                	
                  9

                
	
                  Section
      1.48

                	
                  Plan
      Year

                	
                  9

                
	
                  Section
      1.49

                	
                  Qualified
      Domestic Relations Order

                	
                  9

                
	
                  Section
      1.50

                	
                  Qualified
      Military Service

                	
                  9

                
	
                  Section
      1.51

                	
                  Qualified
      Participant

                	
                  9

                
	
                  Section
      1.52

                	
                  Retirement

                	
                  9

                
	
                  Section
      1.53

                	
                  Retroactive
      Contribution

                	
                  9

                
	
                  Section
      1.54

                	
                  Share

                	
                  9

                
	
                  Section
      1.55

                	
                  Share
      Acquisition Loan

                	
                  9

                
	
                  Section
      1.56

                	
                  Share
      Investment Account

                	
                  9

                
	
                  Section
      1.57

                	
                  Tender
      Offer

                	
                  9

                
	
                  Section
      1.58

                	
                  Total
      Compensation

                	
                  10

                
	
                  Section
      1.59

                	
                  Trust

                	
                  10

                
	
                  Section
      1.60

                	
                  Trust
      Agreement

                	
                  10

                
	
                  Section
      1.61

                	
                  Trust
      Fund

                	
                  10

                
	
                  Section
      1.62

                	
                  Trustee

                	
                  10

                
	
                  Section
      1.63

                	
                  Valuation
      Date

                	
                  10

                
	
                  ARTICLE
      II - PARTICIPATION

                
	
                  Section
      2.1

                	
                  Eligibility
      for Participation.

                	
                  11

                
	
                  Section
      2.2

                	
                  Commencement
      of Participation.

                	
                  11

                
	
                  Section
      2.3

                	
                  Termination
      of Participation.

                	
                  11

                
	
                  Section
      2.4

                	
                  Adjustments
      to Period of Service.

                	
                  12

                
	
                  ARTICLE
      III - SPECIAL PROVISIONS

                
	
                  Section
      3.1

                	
                  Military
      Service.

                	
                  12

                
	
                  Section
      3.2

                	
                  Maternity
      or Paternity Leave.

                	
                  13

                
	
                  Section
      3.3

                	
                  Leave
      of Absence.

                	
                  13

                
	
                  Section
      3.4

                	
                  Family
      and Medical Leave.

                	
                  14

                
	
                  ARTICLE
      IV - CONTRIBUTIONS BY PARTICIPANTS NOT PERMITTED

                
	
                  Section
      4.1

                	
                  Contributions
      by Participants Not Permitted.

                	
                  14

                
	
                  ARTICLE
      V - CONTRIBUTIONS BY THE EMPLOYER

                
	
                  Section
      5.1

                	
                  In
      General.

                	
                  14

                
	
                  Section
      5.2

                	
                  Loan
      Repayment Contributions.

                	
                  14

                
	
                  Section
      5.3

                	
                  ESOP
      Contributions.

                	
                  15

                
	 
      	 
      	 
      
	
                  Section
      5.4

                	
                  Retroactive
      Contributions.

                	
                  15

                
	
                  Section
      5.5

                	
                  Time
      and Manner of Payment.

                	
                  16

                
	
                  ARTICLE
      VI - SHARE ACQUISITION LOANS

                
	
                  Section
      6.1

                	
                  In
      General.

                	
                  16

                
	
                  Section
      6.2

                	
                  Collateral;
      Liability for Repayment.

                	
                  17

                
	
                  Section
      6.3

                	
                  Loan
      Repayment Account.

                	
                  17

                
	
                  Section
      6.4

                	
                  Release
      of Financed Shares.

                	
                  18

                
	
                  Section
      6.5

                	
                  Restrictions
      on Financed Shares.

                	
                  19

                
	
                  ARTICLE
      VII - ALLOCATION OF CONTRIBUTIONS

                
	
                  Section
      7.1

                	
                  Allocation
      Among Eligible Participants.

                	
                  19

                
	
                  Section
      7.2

                	
                  Allocation
      of Released Shares or Other Property.

                	
                  19

                
	
                  Section
      7.3

                	
                  Allocation
      of ESOP Contributions.

                	
                  19

                
	
                  ARTICLE
      VIII - LIMITATIONS ON ALLOCATIONS

                
	
                  Section
      8.1

                	
                  Optional
      Limitations on Allocations of ESOP Contributions.

                	
                  20

                
	
                  Section
      8.2

                	
                  General
      Limitations on Contributions.

                	
                  20

                
	
                  ARTICLE
      IX - VESTING

                
	
                  Section
      9.1

                	
                  Vesting.

                	
                  24

                
	
                  Section
      9.2

                	
                  Vesting
      on Death, Disability Retirement or Change in Control.

                	
                  25

                
	
                  Section
      9.3

                	
                  Vesting
      of 401(k) Safe Harbor Contribution Account.

                	
                  25

                
	
                  Section
      9.4

                	
                  Forfeitures
      on Termination of Employment.

                	
                  25

                
	
                  Section
      9.5

                	
                  Amounts
      Credited Upon Re?Employment.

                	
                  25

                
	
                  Section
      9.6

                	
                  Allocation
      of Forfeitures.

                	
                  26

                
	
                  ARTICLE
      X - THE TRUST FUND

                
	
                  Section
      10.1

                	
                  The
      Trust Fund.

                	
                  26

                
	
                  Section
      10.2

                	
                  Investments.

                	
                  26

                
	
                  Section
      10.3

                	
                  Distributions
      for Diversification of Investments.

                	
                  27

                
	
                  Section
      10.4

                	
                  Use
      of Commingled Trust Funds.

                	
                  28

                
	
                  Section
      10.5

                	
                  Management
      and Control of Assets.

                	
                  28

                
	
                  ARTICLE
      XI - VALUATION OF INTERESTS IN THE TRUST FUND

                
	
                  Section
      11.1

                	
                  Establishment
      of Investment Accounts.

                	
                  28

                
	
                  Section
      11.2

                	
                  Share
      Investment Accounts.

                	
                  28

                
	
                  Section
      11.3

                	
                  General
      Investment Accounts.

                	
                  29

                
	
                  Section
      11.4

                	
                  Valuation
      of Investment Accounts.

                	
                  29

                
	
                  Section
      11.5

                	
                  Annual
      Statements.

                	
                  29

                
	
                  ARTICLE
      XII - SHARES

                
	
                  Section
      12.1

                	
                  Specific
      Allocation of Shares.

                	
                  29

                
	
                  Section
      12.2

                	
                  Dividends.

                	
                  30

                
	
                  Section
      12.3

                	
                  Voting
      Rights.

                	
                  30

                
	
                  Section
      12.4

                	
                  Tender
      Offers.

                	
                  32

                
	
                  ARTICLE
      XIII - PAYMENT OF BENEFITS

                
	
                  Section
      13.1

                	
                  In
      General.

                	
                  35

                
	
                  Section
      13.2

                	
                  Designation
      of Beneficiaries.

                	
                  35

                
	
                  Section
      13.3

                	
                  Distributions
      to Participants and Former Participants.

                	
                  36

                
	
                  Section
      13.4

                	
                  Manner
      of Payment.

                	
                  39

                
	
                  Section
      13.5

                	
                  Minimum
      Required Distributions.

                	
                  40

                
	
                  Section
      13.6

                	
                  Direct
      Rollover of Eligible Rollover Distributions.

                	
                  42

                
	
                  Section
      13.7

                	
                  Valuation
      of Shares Upon Distribution to a Participant.

                	
                  44

                
	
                  Section
      13.8

                	
                  Put
      Options.

                	
                  44

                
	
                  Section
      13.9

                	
                  Right
      of First Refusal.

                	
                  45

                
	
                  ARTICLE
      XIV - CHANGE IN CONTROL

                
	
                  Section
      14.1

                	
                  Definition
      of Change in Control.

                	
                  46

                
	
                  Section
      14.2

                	
                  Vesting
      on Change of Control.

                	
                  47

                
	
                  Section
      14.3

                	
                  Repayment
      of Loan.

                	
                  47

                
	
                  Section
      14.4

                	
                  Plan
      Termination After Change in Control.

                	
                  48

                
	
                  Section
      14.5

                	
                  Amendment
      of Article XIV.

                	
                  48

                
	
                  ARTICLE
      XV - ADMINISTRATION

                
	
                  Section
      15.1

                	
                  Named
      Fiduciaries.

                	
                  48

                
	
                  Section
      15.2

                	
                  Plan
      Administrator.

                	
                  49

                
	
                  Section
      15.3

                	
                  Committee
      Responsibilities.

                	
                  50

                
	
                  Section
      15.4

                	
                  Claims
      Procedure.

                	
                  51

                
	
                  Section
      15.5

                	
                  Claims
      Review Procedure.

                	
                  51

                
	
                  Section
      15.6

                	
                  Allocation
      of Fiduciary Responsibilities and Employment of Advisors.

                	
                  52

                
	
                  Section
      15.7

                	
                  Other
      Administrative Provisions.

                	
                  52

                
	
                  ARTICLE
      XVI - AMENDMENT, TERMINATION AND TAX QUALIFICATION

                
	
                  Section
      16.1

                	
                  Amendment
      and Termination by Dime Community Bancshares, Inc.

                	
                  53

                
	
                  Section
      16.2

                	
                  Amendment
      or Termination Other Than by Dime Community Bancshares,
    Inc.

                	
                  53

                
	
                  Section
      16.3

                	
                  Conformity
      to Internal Revenue Code.

                	
                  54

                
	
                  Section
      16.4

                	
                  Contingent
      Nature of Contributions.

                	
                  54

                
	 
      	 
      	 
      
	
                  ARTICLE
      XVII - SPECIAL RULES FOR TOP HEAVY PLAN YEARS

                
	
                  Section
      17.1

                	
                  In
      General.

                	
                  55

                
	
                  Section
      17.2

                	
                  Definition
      of Top Heavy Plan.

                	
                  55

                
	
                  Section
      17.3

                	
                  Determination
      Date.

                	
                  56

                
	
                  Section
      17.4

                	
                  Cumulative
      Accrued Benefits.

                	
                  56

                
	
                  Section
      17.5

                	
                  Key
      Employees.

                	
                  56

                
	
                  Section
      17.6

                	
                  Required
      Aggregation Group.

                	
                  57

                
	
                  Section
      17.7

                	
                  Permissible
      Aggregation Group.

                	
                  58

                
	
                  Section
      17.8

                	
                  Special
      Requirements During Top Heavy Plan Years.

                	
                  58

                
	
                  ARTICLE
      XVIII - MISCELLANEOUS PROVISIONS

                
	
                  Section
      18.1

                	
                  Governing
      Law.

                	
                  59

                
	
                  Section
      18.2

                	
                  No
      Right to Continued Employment.

                	
                  59

                
	
                  Section
      18.3

                	
                  Construction
      of Language.

                	
                  59

                
	
                  Section
      18.4

                	
                  Headings.

                	
                  59

                
	
                  Section
      18.5

                	
                  Merger
      with Other Plans.

                	
                  59

                
	
                  Section
      18.6

                	
                  Non-alienation
      of Benefits.

                	
                  59

                
	
                  Section
      18.7

                	
                  Procedures
      Involving Domestic Relations Orders.

                	
                  60

                
	
                  Section
      18.8

                	
                  Leased
      Employees.

                	
                  61

                
	
                  Section
      18.9

                	
                  Status
      as an Employee Stock Ownership Plan.

                	
                  61

                
	
                  ARTICLE
      XIX - ADDITIONAL PROVISIONS

                
	
                  Section
      19.1

                	
                  401(k)
      Safe Harbor Contribution.

                	
                  62

                
	
                  Section
      19.2

                	
                  Dividend
      Maintenance Contributions.

                	
                  63

                
	
                  Section
      19.3

                	
                  Application
      of Dividends on Certain Financed Shares.

                	
                  64

                
	
                  Section
      19.4

                	
                  Additional
      Loan Repayment Contributions.

                	
                  64

                
	
                  Section
      19.5

                	
                  Amendment
      of Article XIX.

                	
                  65

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      Employee
Stock Ownership Plan

       

      of

       

      Dime
Community Bancshares, Inc.

      


      ARTICLE
I

       

      


       

      Definitions

       

      The
following definitions shall apply for the purposes of the Plan, unless a
different meaning is clearly indicated by the context:

       

      Section
1.1                                Account

       

       means
an account established for each Participant to which is allocated such
Participant’s share, if any, of all Financed Shares and other property that are
released from the Loan Repayment Account in accordance with section 6.4,
together with his share, if any, of any ESOP Contributions and 401(k) Safe
Harbor Contributions that may be made by the Employer.

       

      Section
1.2                                Affiliated
Employer

       

       means any corporation
which is a member of a controlled group of corporations (as defined in section
414(b) of the Code) that includes the Employer; any trade or business (whether
or not incorporated) that is under common control (as defined in section 414(c)
of the Code) with the Employer; any organization (whether or not incorporated)
that is a member of an affiliated service group (as defined in section 414(m) of
the Code) that includes the Employer; any leasing organization (as defined in
section 414(n) of the Code) to the extent that any of its employees are required
pursuant to section 414(n) of the Code to be treated as employees of the
Employer; and any other entity that is required to be aggregated with the
Employer pursuant to regulations under section 414(o) of the Code.

       

      Section
1.3                                Allocation
Compensation

       

       during
any period means the compensation taken into account in determining the
allocation of benefits and contributions among Participants and consists of the
aggregate compensation received by an Employee from the Employer as reported to
the Internal Revenue Service as wages for such period pursuant to section 6041
(a) of the Code, plus the amount by which such Employee’s compensation with
respect to such period has been reduced pursuant to a compensation reduction
agreement under the terms of any of the following plans which may be maintained
by the Employer:

       

      (a)           a
qualified cash or deferred arrangement described in section 401(k) of the
Code;

       

      (b)           a
salary reduction simplified employee pension plan described in section 408(k) of
the Code;

       

      (c)           a
tax deferred annuity plan described in section 403(b) of the Code;

       

      (d)           a
cafeteria plan described in section 125 of the Code; or

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      (e)           a
qualified transportation fringe benefit program described in section 132(f) of
the Code.

       

      Notwithstanding
anything in this section 1.3 to the contrary, beginning March 1, 2004, an
Employee’s Allocation Compensation shall not include any amounts required to be
reported to the Internal Revenue Service as wages pursuant to section 6041(a)
that are attributable to the exercise of options by the Employee.  In
no event, however, shall an Employee’s Allocation Compensation for any calendar
year include any compensation in excess of $150,000 for calendar years prior to
2002 and $200,000 for calendar years after 2001. The dollar limitation set forth
in the preceding sentence shall be indexed in accordance with regulations
prescribed under section 401(a)(17) of the Code. If there are less than twelve
(12) months in the Plan Year, the dollar limitation (as adjusted) shall be
prorated by multiplying such limitation by a fraction, the numerator of which is
the number of months in the Plan Year and the denominator of which is twelve
(12). For purposes of applying the foregoing limitations in Plan Years beginning
before January 1, 1997 to any person who is a Five Percent Owner or who is one
of the ten Highly Compensated Employees with the highest Total Compensation
(determined prior to the application of this sentence), any Allocation
Compensation paid to the spouse of such person or to any lineal descendant of
such person who has not attained age 19 on or before the last day of such
calendar year shall be deemed to have been paid to such person and, in such
case, the dollar limitation on compensation in section 401(a)(17) of the Code
shall be allocated among such persons in proportion to the Allocation
Compensation actually paid to each person.

       

      Section
1.4                                Acquired
Company

       

       means
any of the following which have been acquired by or merged into an Employer: (a)
Conestoga Bancorp, Inc.; and (b) Pioneer Savings Bank, F.S.B.

       

      Section
1.5                                Bank

       

       means
The Dime Savings Bank of Williamsburgh.

       

      Section
1.6                                Board

       

       means
the Board of Directors of Dime Community Bancshares, Inc.

       

      Section
1.7                                Beneficiary

       

       means
the person or persons designated by a Participant or Former Participant or other
person entitled to a benefit under the Plan, or otherwise determined to be
entitled to a benefit under the Plan. If more than one person is designated,
each shall have an equal share unless the person making the designation directed
otherwise. The word “person” includes an individual, a trust, an estate or any
other person that is permitted to be named as a Beneficiary.

       

      Section
1.8                                Break in
Service

       

       means
a Period of Severance of at least 365 consecutive days.

       

      Section
1.9                                Change in
Control

       

       means
an event described in section 14.1.

       

      Section
1.10                                Code

       

       means
the Internal Revenue Code of 1986 (including the corresponding provisions of any
succeeding law).

       

      Section
1.11                                Committee

       

       means
the Compensation Committee described in section 15.3.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      Section
1.12                                Designated
Beneficiary

       

       means
a natural person designated by a Participant or Former Participant as a
Beneficiary and shall not include any Beneficiary designated by a person other
than a Participant or Former Participant or any Beneficiary other than a natural
person. If a natural person is the beneficiary of a trust which a Participant or
Former Participant has named as his Beneficiary, such natural person shall be
treated as a Designated Beneficiary if: (a) the trust is a valid trust under
applicable state law (or would be a valid trust except for the fact that it does
not have a corpus); (b) the trust is irrevocable or will, by its terms, become
irrevocable upon the death of the Participant or Former Participant; (c) the
beneficiaries of the trust who are beneficiaries with respect to the trust’s
interest as a Beneficiary are identifiable from the terms of the trust
instrument; and (d) the following information is furnished to the
Committee:

       

      (i)           by
the Participant or Former Participant, if any distributions are required to be
made pursuant to section 13.5 prior to the death of the Participant or Former
Participant, and (in the case of distribution after December 31, 2002) only the
Participant’s or Former Participant’s spouse is primary Beneficiary, either: (A)
a copy of the trust instrument, together with a written undertaking by the
Participant or Former Participant to furnish to the Committee a copy of any
subsequent amendment within a reasonable time after such amendment is made; or
(B)(I) a list of all of the beneficiaries of the trust (including contingent and
remainderman beneficiaries with a description of the conditions on their
entitlement); (II) a certification of the Participant or Former Participant to
the effect that, to the best of his knowledge, such list is correct and complete
and that the conditions of section 1.12(a), (b) and (c) are satisfied; (III) a
written undertaking to provide a new certification to the extent that an
amendment changes any information previously certified; and (IV) a written
undertaking to furnish a copy of the trust instrument to the Committee on
demand; and

       

      (ii)           by
the trustee of the trust within nine months after the death of the Participant
or Former Participant (prior to January 1, 2003) or by October 31st of this
calendar year that includes the first anniversary of the Participant’s or Former
Participant’s death (after December 31, 2002), if any distributions are required
to be made pursuant to section 13.5 after the death of the Participant or Former
Participant, either: (A) a copy of the actual trust instrument for the trust; or
(B)(I) a final list of all of the beneficiaries of the trust (including
contingent and remainderman beneficiaries with a description of the conditions
on their entitlement) as of the date of death; (II) a certification of the
trustee to the effect that, to the best of his knowledge, such list is correct
and complete and that the conditions of section 1.12(a), (b) and (c) are
satisfied; and (III) a written undertaking to furnish a copy of the trust
instrument to the Committee on demand.

       

      Section
1.13                                Disability

       

       means
a condition of total incapacity, mental or physical, for further performance of
duty with the Employer, which the Plan Administrator shall have determined, on
the basis of competent medical evidence, is likely to be permanent.

       

      Section
1.14                                Domestic Relations
Order

       

       means
a judgment, decree or order (including the approval of a property settlement)
that is made pursuant to a state domestic relations or community property law
and relates to the provision of child support, alimony payments, or marital
property rights to a spouse, child or other dependent of a Participant or Former
Participant.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Section
1.15                                Dividend Maintenance
Contribution

       

       means
an ESOP Contribution that is made pursuant to section 19.2.

       

      Section
1.16                                Effective
Date

       

       means
July 1, 1995.

       

      Section
1.17                                Eligible
Employee

       

       means
an Employee who is eligible for participation in the Plan in accordance with
Article II.

       

      Section
1.18                                Eligible
Participant

       

       means,
for any Plan Year, an Employee who is a Participant during all or any part of
such Plan Year and either remains a Participant on the last day of such Plan
Year or terminated employment during such Plan Year for death, Disability or
Retirement; provided
however, that no Employee shall be an Eligible Participant for the Plan
Year that includes the effective date of the transaction pursuant to which the
Bank becomes a wholly owned subsidiary of Dime Community Bancshares, Inc. if he
terminates employment with the Employer prior to such effective
date.

       

      Section
1.19                                Employee

       

       means
any person, including an officer, who is employed by the Employer.

       

      Section
1.20                                Employer

       

       means
Dime Community Bancshares, Inc., and any successor thereto and any Affiliated
Employer which, with the prior written approval of the Board of Directors of
Dime Community Bancshares, Inc. and subject to such terms and conditions as may
be imposed by the Board of Directors of Dime Community Bancshares, Inc., shall
adopt this Plan.

       

      Section
1.21                                Employment Commencement
Date

       

       means
the date on which a person first performs an Hour of Service, except that if an
Employee separates from service with the Employer, incurs a Break in Service and
subsequently returns to service with the Employer, his Employment Commencement
Date shall be the date on which he first performs an Hour of Service following
the Break in Service.

       

      Section
1.22                                ERISA

       

       means
the Employee Retirement Income Security Act of 1974, as amended from time to
time (including the corresponding provisions of any succeeding
law).

       

      Section
1.23                                ESOP
Contribution

       

       means
Shares or amounts of money contributed to the Plan by the Employer in accordance
with section 5.3 or Dividend Maintenance Contributions made in accordance with
section 19.2.

       

      Section
1.24                                Fair Market
Value

       

       on
any date means:

       

      (a)           with
respect to a Share:

       

      (i)           the
final quoted sale price on the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any reported sale
occurred) as reported in the principal consolidated reporting system with
respect to securities listed or admitted to trading on the principal United
States securities exchange on which like Shares are listed or admitted to
trading; or

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      (ii)           if
like Shares are not listed or admitted to trading on any such exchange, the
closing bid quotation with respect to a Share on such date on the National
Association of Securities Dealers Automated Quotation System, or, if no such
quotation is provided, on another similar system, selected by the Committee,
then in use; or

       

      (iii)           if
sections 1.24(a)(i) and (ii) are not applicable, the fair market value of a
Share as determined by an appraiser independent of the Employer and experienced
and expert in the field of corporate appraisal.

       

      (b)           with
respect to property other than Shares, the fair market value determined in the
manner determined by the Trustee.

       

      Section
1.25                                Family
Member

       

       means,
with respect to any person, such person’s spouse and lineal ascendants or
descendants and the spouses of such lineal ascendants or
descendants.

       

      Section
1.26                                Financed
Share

       

       means:
(a) a Share that has been purchased with the proceeds of a Share Acquisition
Loan, that has been allocated to the Loan Repayment Account in accordance with
section 6.3 and that has not been released in accordance with section 6.4; or
(b) a Share that constitutes a dividend paid with respect to a Share described
in section 1.26(a), that has been allocated to the Loan Repayment Account in
accordance with section 6.3 and that has not been released in accordance with
section 6.4.

       

      Section
1.27                                Five Percent
Owner

       

       means,
for any Plan Year, a person who, during such Plan Year, owned (or was considered
as owning for purposes of section 318 of the Code): (a) more than 5% of the
value of all classes of outstanding stock of the Employer; or (b) stock
possessing more than 5% of the combined voting power of all classes of
outstanding stock of the Employer.

       

      Section
1.28                                Forfeitures

       

       means
the amounts forfeited by Participants and Former Participants on termination of
employment prior to full vesting, pursuant to section 9.3, less amounts credited
because of re-employment, pursuant to section 9.4.

       

      Section
1.29                                Former
Participant

       

       means
a Participant whose participation in the Plan has terminated pursuant to section
2.3.

       

      Section
1.30                                401(k) Safe Harbor
Contribution

       

       means
contributions to the Plan by the Employer pursuant to section 19.1.

       

      Section
1.31                                401(k) Safe Harbor
Contribution Account

       

       means
a sub-account established for each Participant within the Participant’s Account
to which are credited all 401(k) Safe Harbor Contributions made for such
Participant, together with any earnings or appreciation thereon or other
additions thereto, and against which are charged any losses or other
depreciation thereon, benefit payments expenses and other deductions properly
chargeable thereto.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      Section
1.32                                General Investment
Account

       

       means
an Investment Account established and maintained in accordance with Article
XI.

       

      Section
1.33                                Highly Compensated
Employee

       

       means,
for any Plan Year, an Employee who:

       

      (a)           for
Plan Years beginning before January 1, 1997, any Employee or person employed by
an Affiliated Employer who:

       

      (i)           at
any time during such Plan Year or the immediately preceding Plan Year was a Five
Percent Owner; or

       

      (ii)           is
a member of the group consisting of the 100 Employees and persons employed by
any Affiliated Employer who received the greatest Total Compensation for such
Plan Year and during such Plan Year:

       

      (A)           received
Total Compensation for such Plan Year in excess of $75,000 (or such higher
amount as may be permitted under section 414(q) of the Code); or

       

      (B)           received
Total Compensation for such Plan Year that was in excess of both (I) $50,000 (or
such higher amount as may be permitted under section 414(q) of the Code) and
(II) the Total Compensation for such Plan Year of at least 80% of the Employees
and persons employed by any Affiliated Employer for such Plan Year;
or

       

      (C)           was
an Officer of the Employer or any Affiliated Employer and received Total
Compensation for such Plan Year in excess of 50% of the amount in effect under
section 415(b)(1)(A) of the Code for such Plan Year; or

       

      (iii)           during
the immediately preceding Plan Year:

       

      (A)           received
Total Compensation for such Plan Year in excess of $75,000 (or such higher
amount as may be permitted under section 414(q) of the Code); or

       

      (B)           received
Total Compensation, for such Plan Year that was in excess of both (I) $50,000
(or such higher amount as may be permitted under section 414(q) of the Code) and
(II) the Total Compensation for such Plan Year of at least 80% of the Employees
and persons employed by an Affiliated Employer for such Plan Year;
or

       

      (C)           was
an Officer of the Employer or any Affiliated Employer and received Total
Compensation for such Plan Year in excess of 50% of the amount in effect under
section 415(b)(1)(A) of the Code for such Plan Year; or

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (b)           for
Plan Years beginning after December 31, 1996, any Employee or person employed by
an Affiliated Employer who:

       

      (i)           was
a Five Percent Owner at any time during such Plan Year or any prior Plan Year;
or

       

      (ii)           received
Total Compensation during the immediately preceding Plan Year (A) in excess of
$80,000 (or such other amount as may be prescribed by the Secretary of the
Treasury pursuant to section 401(a)(17)of the Code); and (B) if elected by the
Committee in such form and manner as the Secretary of the Treasury may
prescribe, in excess of the Total Compensation received for such preceding Plan
Year by at least 80% of the Employees and persons employed by Affiliated
Employers.

       

      The
determination of who is a Highly Compensated Employee will be made in accordance
with section 414(q) of the Code and the regulations thereunder. In Plan Years
beginning before January 1, 1997 for purposes of applying any provisions of the
Plan applicable to Highly Compensated Employees, any person who is a Family
Member of a Five Percent Owner or one of the ten Highly Compensated Employees
with the highest Total Compensation for a Plan Year shall not be treated as a
separate person for such Plan Year, and any Total Compensation or Allocation
Compensation paid to such person for such Plan Year, as well as his share of
allocations of contributions or Shares under this Plan, shall be attributed to
the Five Percent Owner or Highly Compensated Employee and, in such case, the
provisions of the Plan shall apply to each person based on the ratio of his
Total Compensation or Allocation Compensation to the sum of the Total
Compensation or Allocation Compensation of all persons treated as one person
with him.

       

      Section
1.34                                Hour of
Service

       

       means
each hour for which a person is paid, or entitled to payment, for the
performance of duties for the Employer or any Affiliated Employer. In all
respects, an Employee’s Hours of Service shall be counted as required by Section
2530.200b-2 of the Department of Labor’s regulations under Title I of
ERISA.

       

      Section
1.35                                Investment
Account

       

       means
either a General Investment Account or a Share Investment Account.

       

      Section
1.36                                Investment
Fund

       

       means
anyone of the three or more funds as may be established from time to time by the
Committee which, together with any and all Shares and other investments held
under the Plan, constitute the Trust Fund.

       

      Section
1.37                                Loan Repayment
Account

       

       means
an account established and maintained in accordance with section
6.3.

       

      Section
1.38                                Loan Repayment
Contribution

       

       means
amounts of money contributed to the Plan by the Employer in accordance with
section 5.2.

       

      Section
1.39                                Maternity or Paternity
Leave

       

       means
a person’s absence from work for the Employer and all Affiliated Employers: (a)
by reason of the pregnancy of such person; (b) by reason of the birth of a child
of such person; (c) by reason of the placement of a child with the person in
connection with the adoption of such child by such person; or (d) for purposes
of caring for a child of such person immediately following the birth of the
child or the placement of the child with such person.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      Section
1.40                                Military
Service

       

       means
service in the armed forces of the United States, including but not limited to
Qualified Military Service. It may also include, if and to the extent that the
Board so provides and if all Participants and Former Participants in like
circumstances are similarly treated, special service for the government of the
United States and other public service.

       

      Section
1.41                                Named
Fiduciary

       

       means
any person, committee, corporation or organization as described in section
15.1.

       

      Section
1.42                                Officer

       

       means
an employee who is an administrative executive in regular and continued service
with the Employer or any Affiliated Employer; provided however, that at no
time shall more than the lesser of (a) 50 employees or (b) the greater of (i) 3
employees or (ii) 10% of all employees be treated as Officers. The determination
of whether an employee is to be considered an Officer shall be made in
accordance with section 416(i) of the Code.

       

      Section
1.43                                Participant

       

       means
any person who has satisfied the eligibility requirements set forth in section
2.1, who has become a Participant in accordance with section 2.2, and whose
participation has not terminated under section 2.3.

       

      Section
1.44                                Period of
Service

       

       means
a period of consecutive days commencing on a person’s Employment Commencement
Date and ending on the date a Period of Severance begins, with any adjustments
required under section 2.4. Except as otherwise provided in the Plan, a Period
of Service “of year(s)” means the quotient of the Period of Service divided by
365, and any fractional part of a year shall for such purposes be
disregarded.

       

      Section
1.45                                Period of
Severance

       

       means
a period of consecutive days commencing with the earlier of:

       

      (a)           the
date on which a person terminates service with the Employer and all Affiliated
Employers by reason of resignation, retirement, discharge or death;
or

       

      (b)           the
first anniversary of the date on which a person terminates service with the
Employer and all Affiliated Employers for any other reason, including layoff,
disability, leave of absence or any other cessation of service not otherwise
included as service under the Plan;

       

      and
ending on the first date following such separation from service on which such
person performs an Hour of Service.

       

      Section
1.46                                Plan

       

       means
the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Certain
Affiliates, as amended from time to time. The Plan may be referred to as the
“Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Certain
Affiliates.”

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      Section
1.47                                Plan
Administrator

       

       means
any person, committee, corporation or organization designated in section 15.2,
or appointed pursuant to section 15.2, to perform the responsibilities of that
office.

       

      Section
1.48                                Plan
Year

       

       means
(a) the period commencing on the Effective Date and ending on June 30, 1996; (b)
each of the fiscal years beginning ending June 30 1997, 1998, 1999 and 2000; (c)
the period beginning July 1, 2000 and ending December 31, 2000; and (d) each
calendar year thereafter.

       

      Section
1.49                                Qualified Domestic Relations
Order

       

       means
a Domestic Relations Order that: (a) clearly specifies (i) the name and last
known mailing address of the Participant or Former Participant and of each
person given rights under such Domestic Relations Order, (ii) the amount or
percentages of the Participant’s or Former Participant’s benefits under this
Plan to be paid to each person covered by such Domestic Relations Order, (iii)
the number of payments or the period to which such Domestic Relations Order
applies, and (iv) the name of this Plan; and (b) does not require the payment of
a benefit in a form or amount that is (i) not otherwise provided for under the
Plan, or (ii) inconsistent with a previous Qualified Domestic Relations
Order.

       

      Section
1.50                                Qualified Military
Service

       

       means
with respect to any person on any date, any service in the uniformed services of
the United States (as defined in chapter 43 of Title 38 of the United States
Code) completed prior to such date, but only if, on such date, such person is
entitled to re-employment rights with respect to the Employer or any Affiliated
Employer on account of such service.

       

      Section
1.51                                Qualified
Participant

       

       means
a Participant who has attained age 55 and who has been a Participant in the Plan
for at least 10 years.

       

      Section
1.52                                Retirement

       

       means:
(a) any termination of participation in the Plan at or after attainment of age
65; and (b) any retirement under an applicable qualified defined benefit plan of
the Employer as in effect from time to time with entitlement to a normal or
early retirement allowance.

       

      Section
1.53                                Retroactive
Contribution

       

       means
a contribution made on a retroactive basis in respect of a period of Qualified
Military Service in accordance with sections 5.3.

       

      Section
1.54                                Share

       

       means
a share of any class of stock issued by the Employer or any Affiliated Employer;
provided that such share is a “qualifying employer security” within the meaning
of section 409(1) of the Code and section 407(d)(5) of ERISA.

       

      Section
1.55                                Share Acquisition
Loan

       

       means
a loan obtained by the Trustee in accordance with Article VI.

       

      Section
1.56                                Share Investment
Account

       

       means
an Investment Account established and maintained in accordance with Article
XI.

       

      Section
1.57                                Tender
Offer

       

       means
a tender offer made to holders of any one or more classes of Shares generally,
or any other offer made to holders of any one or more classes of Shares
generally to purchase, exchange, redeem or otherwise transfer Shares, whether
for cash or other consideration.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      Section
1.58                                Total
Compensation

       

       during
any period means the total compensation paid to such person during such period
by the Employer and all Affiliated Employers which is required to be reported to
such person on a written statement under section 6041(d), 6051(a)(3) and 6052 of
the Code. In addition, for purposes of applying the provisions of section 8.2 to
Limitation Years beginning on or after December 31, 1997 and for purposes of
identifying those persons who are Highly Compensated Employees, each person’s
Total Compensation shall include any elective deferrals (within the meaning of
section 402(g) of the Code) under any qualified cash or deferred arrangement
described in section 401(k) of the Code and maintained by the Employer or any
Affiliated Employer, any tax-deferred annuity described in section 403(b) of the
Code and maintained by the Employer or any Affiliated Employer, any salary
reduction simplified employee pension plan described in section 408(k) of the
Code and maintained by the Employer or any Affiliated Employer, any salary
reduction contributions under any cafeteria plan described in section 125 of the
Code and maintained by the Employer or any Affiliated Employer, and any salary
reduction contributions under any qualified transportation filing benefits plan
described in section 132(f) of the Code and maintained by the Employer or any
Affiliated Employer. In no event shall a person’s Total Compensation for any
Plan Year include any compensation in excess of the amount permitted under
section 401(a)(17) of the Code. For purposes of applying the foregoing
limitation in any Plan Year beginning prior to January 1, 1997 to any person who
is a Five Percent Owner or who is one of the 10 Highly Compensated Employees
with the highest Total Compensation (determined prior to the application of this
sentence), any Total Compensation paid to the spouse of such person or to any
lineal descendant of such person who has not attained age 19 on or before the
last day of such calendar year shall be deemed to have been paid to such
person.

       

      Section
1.59                                Trust

       

       means
the legal relationship created by the Trust Agreement pursuant to which the
Trustee holds the Trust Fund in trust. The Trust may be referred to as the
“Employee Stock Ownership Plan Trust of Dime Community Bancshares, Inc. and
Certain Affiliates.”

       

      Section
1.60                                Trust
Agreement

       

       means
the agreement between Dime Community Bancshares, Inc. and the Trustee therein
named or its successors pursuant to which the Trust Fund shall be held in
trust.

       

      Section
1.61                                Trust
Fund

       

       means
the corpus (consisting of contributions paid over to the Trustee and investments
thereof), and all earnings, appreciation or additions thereof and thereto, held
by the Trustee under the Trust Agreement in accordance with the Plan, less any
depreciation thereof and any payments made therefrom pursuant to the
Plan.

       

      Section
1.62                                Trustee

       

       means
the Trustee of the Trust Fund from time to time in office. The Trustee shall
serve as Trustee until it is removed or resigns from office and is replaced by a
successor Trustee appointed in accordance with the terms of the Trust
Agreement.

       

      Section
1.63                                Valuation
Date

       

       means
the last business day of March, June, September and December.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      ARTICLE
II

       

      


       

      Participation

       

      Section
2.1                                Eligibility
for Participation.

       

      (a)           Only
Eligible Employees may be or become Participants in the Plan. An Employee shall
be an Eligible Employee if he is a salaried, common-law employee of an Employer
who has completed a Period of Service of at least one year and is not excluded
under section 2.1(b). For purposes of this section 2.1(a), beginning July 1,
1997, a Period of Service of one year shall mean a Period of Service of twelve
months, and any fractional part of a month consisting of at least fifteen days
shall be deemed a full month.

       

      (b)           An
Employee is not an Eligible Employee if he:

       

      (i)           is
an Employee who has waived any claim to participation in the Plan;

       

      or

       

      (ii)           is
an Employee or in a unit of Employees covered by a collective bargaining
agreement with the Employer where retirement benefits were the subject of good
faith bargaining, unless such agreement expressly provides that Employees such
as he be covered under the Plan;

       

      (iii)           is
a “leased employee” as defined in section 18.8(a);

       

      (iv)           is
compensated on an hourly, daily, commission, fee or retainer basis;

       

      or

       

      (v)           is
classified as an “independent contractor” by the Employer, even if considered a
common-law employee under applicable law.

       

      Section
2.2                                Commencement
of Participation.

       

      Every
Employee who is an Eligible Employee on the Effective Date shall automatically
become a Participant on the Effective Date. An Employee who becomes an Eligible
Employee after the Effective Date shall automatically become a Participant on
the first day on which he becomes an Eligible Employee.

       

      Section
2.3                                Termination
of Participation.

       

      Participation
in the Plan shall cease, and a Participant shall become a Former Participant,
upon termination of employment with the Employer, death, Disability or
Retirement, failure to return to work upon the expiration of a leave of absence
granted by the Employer pursuant to section 3.3, becoming an Employee who is
excluded under section 2.1(b) or distribution of the entire vested interest in
his Account.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      Section
2.4                                Adjustments
to Period of Service.

       

      (a)           The
Period of Service of an Employee shall include any period during which the
Employee is separated from the service of the Employer and all Affiliated
Employers if such period is less than 365 consecutive days measured from the
date on which such Employee terminates service and ending with the first date
following such termination for which the Employer is credited with an Hour of
Service.

       

      (b)           The
Period of Service of an Employee who returns to the service of the Employer and
all Affiliated Employers following a separation from service shall commence with
the first date following such separation from service for which the Employer is
credited with an Hour of Service, and he shall be given credit for any Period of
Service prior to such separation, except that if such separation includes a
Break in Service, such credit shall not be given until he completes a Period of
Service of one year following such Break in Service. If an Employee returns to
the service of the Employer or any Affiliated Employer following a separation
from service from the Employer and any Affiliated Employer of greater than five
consecutive years, then such Employee shall forfeit any Period of Service prior
to such separation.

       

      (c)           The
Period of Service of an Employee who is absent on Maternity or Paternity Leave
shall exclude any period of such absence that occurs after the first anniversary
of the commencement of such absence.

       

      (d)           An
Employee’s Period of Service shall also be adjusted to the extent required by
the Family and Medical Leave Act or any regulations promulgated
thereunder.

       

      (e)           Solely
for purposes of vesting and eligibility to participate, in the case of an
individual who (i) was an employee of an Acquired Company immediately prior to
the effective date of the transaction pursuant to which such Company became an
Acquired Company and (ii) becomes an Employee as of such effective date, such
individual’s service with the Acquired Company shall be treated as service for
an Employer.

       

      ARTICLE
III

       

      


       

      Special
Provisions

       

      Section
3.1                                Military
Service.

       

      In the
case of a termination of employment of any Employee to enter directly into
Military Service, the entire period of his absence shall be treated, for
purposes of vesting and eligibility for participation (but not, except as
required by law, for purposes of eligibility to share in allocations of
contributions in accordance with Article VII), as if he had worked for the
Employer during the period of his absence. In the event of the re-employment of
such person by the Employer within a period of not more than six
months:

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      (a)           after
he becomes entitled to release or discharge, if he has entered into the
uniformed services of the United States;

       

      (b)           release
from hospitalization continuing after discharge from the uniformed services of
the United States for a period of not more than two years; or

       

      (c)           after
such service terminates, if he has entered into other service defined as
Military Service;

       

      such
period, also, shall be deemed to be Military Service.

       

      Section
3.2                                Maternity
or Paternity Leave.

       

      (a)           Subject
to section 3.2(b), in the event of an Employee’s absence from work in the
service of the Employer and all Affiliated Employers for a period:

       

      (i)           that
commences on or after October 1, 1985;

       

      (ii)           for
which the person is not paid or entitled to payment by the Employer or any
Affiliated Employer;

       

      (iii)           that
constitutes Maternity or Paternity Leave; and

       

      (iv)           that
exceeds one year;

       

      then
solely for purposes of determining when a Break in Service has occurred or when
a Period of Severance of five years has occurred for purposes of section 9.4,
the period of such an absence commencing on the first anniversary of such
absence and ending on the second anniversary of the commencement of such absence
(or, if earlier, on the last day of such absence) shall not be treated as a
Period of Severance.

       

      (b)           Notwithstanding
anything in the Plan to the contrary, this section 3.2 shall not apply unless
the person furnishes to the Plan Administrator such information as the Plan
Administrator may reasonably require in order to establish: (i) that the
person’s absence is one described in section 3.2(a); and (ii) the number of
working days during such absence.

       

      Section
3.3                                Leave
of Absence.

       

      In the
event of temporary absence from work in the service of the Employer and all
Affiliated Employers for any period of two years or less for which a Participant
shall have been granted a leave of absence by the Employer, the entire period of
his absence shall be treated for purposes of vesting and eligibility for
participation (but not for purposes of eligibility to share in the allocation of
contributions in accordance with Article VII), as if he had worked for the
Employer during the period of his absence. Absence from work for a period
greater than, or failure to return to work upon the expiration of, the period of
leave of absence granted by the Employer shall terminate participation in the
Plan as of the date on which such period ended. In granting leaves of absence
for purposes of the Plan, all Employees in like circumstances shall be similarly
treated.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      Section
3.4                                Family
and Medical Leave.

       

      Effective
January 1, 2005, in the event of absence for a period recognized as a family and
medical leave under the federal Family and Medical Leave Act of 1992, the period
of such absence shall be recognized for purposes of vesting and eligibility to
participate to the full extent required by law.

       

      ARTICLE
IV

       

      


       

      Contributions by
Participants Not Permitted

       

      Section
4.1                                Contributions
by Participants Not Permitted.

       

      Participants
shall not be required, nor shall they be permitted, to make contributions to the
Plan.

       

      ARTICLE
V

       

      


       

      Contributions by the
Employer

       

      Section
5.1                                In
General.

       

      Subject
to the limitations of Article VIII and the provisions of Article XIX, for each
Plan Year, the Employer shall contribute to the Plan the amount, if any,
determined by the Board, but in no event less than the amount described in
section 5.2(a). The amount contributed for any Plan Year shall be treated as a
Loan Repayment Contribution, an ESOP Contribution, or a combination thereof, in
accordance with the provisions of this Article V.

       

      Section
5.2                                Loan
Repayment Contributions.

       

      Subject
to the provisions of Article XIX, for each Plan Year, a portion of the
Employer’s contributions, if any, to the Plan for such Plan Year equal to the
sum of:

       

      (a)           the
minimum amount required to be added to the Loan Repayment Account in order to
provide adequate funds for the payment of the principal and interest then
required to be repaid under the terms of any outstanding Share Acquisition Loan
obtained by the Trustee; plus

       

      (b)           the
additional amount, if any, designated by the Committee to be applied to the
prepayment of principal or interest under the terms of any outstanding Share
Acquisition Loan obtained by the Trustee;

       

      shall be
treated as a Loan Repayment Contribution for such Plan Year. A Loan Repayment
Contribution for a Plan Year shall be allocated to the Loan Repayment Account
and shall be applied by the Trustee, in the manner directed by the Committee, to
the payment of accrued interest and to the reduction of the principal balance of
any Share Acquisition Loan obtained by the Trustee that is outstanding on the
date on which the Loan Repayment Contribution is made. To the extent that a Loan
Repayment Contribution for a Plan Year results in a release of Financed Shares
in accordance with section 6.4, such Shares shall be allocated among the
Accounts of Eligible Participants for such Plan Year in accordance with section
7.2.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      Section
5.3                                ESOP
Contributions.

       

      Subject
to the provisions of Article XIX, in the event that the amount of the Employer’s
contributions to the Plan for a Plan Year exceeds the amount of the Loan
Repayment Contributions for such Plan Year, such excess shall be treated as an
ESOP Contribution and shall be allocated among the Accounts of the Eligible
Participants for such Plan Year in accordance with section 7.3.

       

      Section
5.4                                Retroactive
Contributions.

       

      The
Employer shall make a Retroactive Contribution in respect of any individual who
is re-employed by the Employer after December 12, 1994 following the completion
of a period of Qualified Military Service. Such Retroactive Contribution shall
be made in the following manner for each Plan Year that includes the period of
Qualified Military Service:

       

      (a)           An
allocation percentage shall be computed by dividing (i) the sum of the Fair
Market Value of all Financed Shares allocated to Eligible Participants for such
Plan Year plus the dollar amount of all ESOP Contributions and 401(k) Safe
Harbor Contributions made in cash for such Plan Year plus the Fair Market Value
of all ESOP Contributions made in Shares for such Plan Year, divided by (ii) the
aggregate amount of Allocation Compensation used in the allocation for such Plan
Year. Fair Market Value for such purposes shall be determined as of the last day
of the Plan Year.

       

      (b)           A
notional allocation shall be determined by multiplying (A) the percentage
determined under section 5.4(a) by (B) the Allocation Compensation which the
individual would have had for the calendar year ending during such Plan Year if
he had remained in the service of the Employer in the same capacity and earning
Allocation Compensation and Total Compensation at the annual rates in effect
immediately prior to the commencement of the Qualified Military Leave (or, if
such rates are not reasonably certain, at an annual rate equal to the actual
Allocation Compensation and Total Compensation, respectively, paid to him for
the 12-month period immediately preceding the Qualified Military
Service).

       

      (c)           An
actual Retroactive Contribution for the Plan Year shall be determined by
computing the excess of (A) the notional allocation determined under section
5.4(b) over (B) the sum of the dollar amount of any ESOP Contribution and 401(k)
Safe Harbor Contributions made in cash, the Fair Market Value of any ESOP
Contribution in Shares and the Fair Market Value of any Financed Shares actually
allocated to such individual for such Plan Year.

       

      If and to
the extent that the Allocation Compensation used in determining a Participant’s
share of contributions is not uniform for all types of contributions, separate
calculations shall be performed.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      Section
5.5                                Time
and Manner of Payment.

       

      (a)           Payment
of contributions made pursuant to this Article V shall be made:

       

      (i)           in
cash, in the case of a Loan Repayment Contribution; and

       

      (ii)           in
cash, in Shares or in a combination of cash and Shares, in the case of an ESOP
Contribution or a Retroactive Contribution; provided however, that any
Retroactive Contribution in respect of a 401 (k) Safe Harbor Contribution shall
be made only in cash.

       

      (b)           Contributions
made pursuant to this Article V for a Plan Year shall be paid to the Trust Fund
on or before the due date (including any extensions thereof) of the Employer’s
federal income tax return for its taxable year during which such Plan Year ends.
All such contributions shall be allocated to the Accounts of the Eligible
Participants, in the case of an ESOP Contribution, to the Account of the
Participant for whom it is made in the case of a Retroactive Contribution, and
to the Loan Repayment Account, in the case of a Loan Repayment Contribution, as
soon as is practicable following the payment thereof to the Trust
Fund.

       

      ARTICLE
VI

       

      


       

      Share Acquisition
Loans

       

      Section
6.1                                In
General.

       

      The
Committee may, with the prior approval of the Board, direct the Trustee to
obtain a Share Acquisition Loan on behalf of the Plan, the proceeds of which
shall be applied on the earliest practicable date:

       

      (a)           to
purchase Shares; or

       

      (b)           to
make payments of principal or interest, or a combination of principal and
interest, with respect to such Share Acquisition Loan; or

       

      (c)           to
make payments of principal and interest, or a combination of principal and
interest, with respect to a previously obtained Share Acquisition Loan that is
then outstanding.

       

      Any such
Share Acquisition Loan shall be obtained on such terms and conditions as the
Committee may approve; provided, however, that such
terms and conditions shall provide for the payment of interest at no more than a
reasonable rate and shall permit such Share Acquisition Loan to satisfy the
requirements of section 4975(d)(3) of the Code and section 408(b)(3) of
ERISA.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      Section
6.2                                Collateral;
Liability for Repayment.

       

      (a)           The
Committee may direct the Trustee to pledge, at the time a Share Acquisition Loan
is obtained, the following assets of the Plan as collateral for such Share
Acquisition Loan:

       

      (i)           any
Shares purchased with the proceeds of such Share Acquisition Loan and any
earnings attributable thereto;

       

      (ii)           any
Financed Shares then pledged as collateral for a prior Share Acquisition Loan
which is repaid with the proceeds of such Share Acquisition Loan and any
earnings attributable thereto; and

       

      (iii)           pending
the application thereof to purchase Shares or repay a prior Share Acquisition
Loan, the proceeds of such Share Acquisition Loan and any earnings attributable
thereto.

       

      Except as
specifically provided in this section 6.2(a), no assets of the Plan shall be
pledged as collateral for the repayment of any Share Acquisition
Loan.

       

      (b)           No
person entitled to payment under a Share Acquisition Loan shall have any right
to the assets of the Plan except for:

       

      (i)           Financed
Shares that have been pledged as collateral for such Share Acquisition Loan
pursuant to section 6.2(a);

       

      (ii)           Loan
Repayment Contributions made pursuant to section 5.2; and

       

      (iii)           earnings
attributable to Financed Shares described in section 6.2(b)(i) and to Loan
Repayment Contributions described in section 6.2(b)(ii).

       

      Except in
the event of a default or a refinancing pursuant to which an existing Share
Acquisition Loan is repaid or as provided in section 14.3, the aggregate amount
of all payments of principal and interest made by the Trustee with respect to
all Share Acquisition Loans obtained on behalf of the Plan shall at no time
exceed the aggregate amount of all Loan Repayment Contributions theretofore made
plus the aggregate amount of all earnings (other than dividends paid in the form
of Shares) attributable to Financed Shares and to such Loan Repayment
Contributions.

       

      (c)           Any
Share Acquisition Loan shall be without recourse against the Plan and
Trust.

       

      Section
6.3                                Loan
Repayment Account.

       

      In the
event that one or more Share Acquisition Loans shall be obtained, a Loan
Repayment Account shall be established under the Plan. The Loan Repayment
Account shall be credited with all Shares acquired with the proceeds of a Share
Acquisition Loan, all Loan Repayment Contributions and all earnings (including
dividends paid in the form of Shares) or appreciation attributable to such
Shares and Loan Repayment Contributions. The Loan Repayment Account shall be
charged with all payments of principal and interest made by the Trustee with
respect to any Share Acquisition Loan, all Shares released in accordance with
section 6.4 and all losses, depreciation or expenses attributable to Shares or
to other property credited thereto. The Financed Shares, as well as any earnings
thereon, shall be allocated to such Loan Repayment Account and shall be
accounted for separately from all other amounts contributed under the
Plan.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      Section
6.4                                Release
of Financed Shares.

       

      As of the
last day of each Plan Year during which a Share Acquisition Loan is outstanding,
a portion of the Financed Shares purchased with the proceeds of such Share
Acquisition Loan and allocated to the Loan Repayment Account shall be released.
The number of Financed Shares released in any such Plan Year shall be equal to
the amount determined according to one of the following methods:

       

      (a)           by
computing the product of: (i) the number of Financed Shares purchased with the
proceeds of such Share Acquisition Loan and allocated to the Loan Repayment
Account immediately before the release is effected; multiplied by (ii) a
fraction, the numerator of which is the aggregate amount of the principal and
interest payments (other than payments made upon the refinancing of a Share
Acquisition Loan as contemplated by section 6.1(c)) made with respect to such
Share Acquisition Loan during such Plan Year, and the denominator of which is
the aggregate amount of all principal and interest remaining to be paid with
respect to such Share Acquisition Loan as of the first day of such Plan Year;
or

       

      (b)           by
computing the product of: (i) the number of Financed Shares purchased with the
proceeds of such Share Acquisition Loan and allocated to the Loan Repayment
Account immediately before the release is effected; multiplied by (ii) a
fraction, the numerator of which is the aggregate amount of the principal
payments (other than payments made upon the refinancing of a Share Acquisition
Loan as contemplated by section 6.1(c)) made with respect to such Share
Acquisition Loan during such Plan Year, and the denominator of which is the
aggregate amount of all of principal remaining to be paid with respect to such
Share Acquisition Loan as of the first day of such Plan Year; provided, however, that the
method described in this section 6.4(b) may be used only if the Share
Acquisition Loan does not extend for a period in excess of 10 years after the
date of origination and only to the extent that principal payments on such Share
Acquisition Loan are made at least as rapidly as under a loan of like principal
amount with a like interest rate and term requiring level amortization of
principal and interest.

       

      The
method to be used shall be specified in the documents governing the Share
Acquisition Loan or, if not specified therein, prescribed by the Committee, in
its discretion. In the event that property other than, or in addition to,
Financed Shares shall be held in the Loan Repayment Account and pledged as
collateral for a Share Acquisition Loan, then the property to be released
pursuant to this section 6.4 shall be property having a Fair Market Value
determined by applying the method to be used to the Fair Market Value of all
property pledged as collateral for such Share Acquisition Loan; provided,
however, that no property other than Financed Shares shall be released pursuant
to this section 6.4 unless all Financed Shares have previously been
released.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      Section
6.5                                Restrictions
on Financed Shares.

       

      Except to
the extent required under any applicable law, rule or regulation, no Shares
purchased with the proceeds of a Share Acquisition Loan shall be subject to a
put, call or other option, or to any buy-sell or similar arrangement, while held
by the Trustee or when distributed from the Plan. The provisions of this section
6.5 shall continue to apply in the event that this Plan shall cease to be an
employee stock ownership plan, within the meaning of section 4975(e)(7) of the
Code.

       

      ARTICLE
VII

       

      


       

      Allocation of
Contributions

       

      Section
7.1                                Allocation
Among Eligible Participants.

       

      Subject
to the limitations of Article VIII, ESOP Contributions for a Plan Year made in
accordance with section 5.3 and Financed Shares and other property that are
released from the Loan Repayment Account for a Plan Year in accordance with
section 6.4 shall be allocated among the Eligible Participants for such Plan
Year, in the manner provided in this Article VII.

       

      Section
7.2                                Allocation
of Released Shares or Other Property.

       

      Subject
to the limitations of Article VIII, in the event that Financed Shares or other
property are released from the Loan Repayment Account for a Plan Year in
accordance with section 6.4, such released Shares or other property shall be
allocated among the Accounts of the Eligible Participants for the Plan Year (a)
for Plan Years beginning before July 1, 1997, in the proportion that each such
Eligible Participant’s Allocation Compensation for the portion of the
immediately preceding calendar year during which he was a Participant bears to
the aggregate Allocation Compensation of all Eligible Participants for the
portion of the immediately preceding calendar year during which they were
Participants and (b) for Plan Years beginning after June 30, 1997, in the
proportion that each such Eligible Participant’s Allocation Compensation for the
immediately preceding calendar year bears to the aggregate Allocation
Compensation of all Eligible Participants for the immediately preceding calendar
year.

       

      Section
7.3                                Allocation
of ESOP Contributions.

       

      Subject
to the provisions of Article XIX and the limitations of Article VIII, in the
event that the Employer makes an ESOP Contribution for a Plan Year, such ESOP
Contribution shall be allocated among the Accounts of the Eligible Participants
for such Plan Year (a) for Plan Years beginning before July 1, 1997, in the
proportion that each such Eligible Participant’s Allocation Compensation for the
portion of the immediately preceding calendar year during which he was a
Participant bears to the aggregate Allocation Compensation of all Eligible
Participants for the portion of such Plan Year during which they were Eligible
Participants; (b) for Plan Years beginning after June 30, 1997, in the
proportion that each such Eligible Participant’s Allocation Compensation for the
immediately preceding calendar year bears to the aggregate Allocation
Compensation of all Eligible Participants for the immediately preceding calendar
year; and (c) for Plan Years beginning after June 30, 2000, in the proportion
that each such Eligible Participant’s Allocation Compensation for the portion of
the Plan Year during which he was a Participant bears to the aggregate
Allocation Compensation of all Eligible Participants for the portion of the Plan
Year during which they were Eligible Participants.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      ARTICLE
VIII

       

      


       

      Limitations on
Allocations

       

      Section
8.1                                Optional
Limitations on Allocations of ESOP Contributions.

       

      If, for
any Plan Year, the application of sections 7.2 and 7.3 would result in more than
one-third of the number of Shares or of the amount of money or property to be
allocated thereunder being allocated to the Accounts of Eligible Participants
for such Plan Year who are also Highly Compensated Employees for such Plan Year,
then the Committee may, but shall not be required to, direct that this section
8.1 shall apply in lieu of sections 7.2 and 7.3. If the Committee gives such a
direction, then the Committee shall impose a maximum dollar limitation on the
amount of Allocation Compensation that may be taken into account for each
Eligible Participant. The dollar limitation which shall be imposed shall be the
limitation which produces the result that the aggregate Allocation Compensation
taken into account for Eligible Participants who are Highly Compensated
Employees, constitutes exactly one-third of the aggregate Allocation
Compensation taken into account for all Eligible Participants. In determining
whether more than one-third of the number of Shares or of the amount of money or
property to be allocated under the Plan for a Plan Year beginning before January
1, 1997 would be allocated to the Highly Compensated Employees, any allocation
to be made to the Account of a Family Member of a Highly Compensated Employee
who is either a Five Percent Owner or one of the ten Highly Compensated
Employees with the highest Total Compensation, shall be treated as an allocation
to such Highly Compensated Employee.

       

      Section
8.2                                General
Limitations on Contributions.

       

      (a)           No
amount shall be allocated to a Participant’s Account under this Plan for any
Limitation Year to the extent that such an allocation would result in an Annual
Addition of an amount greater than the lesser of (i) for any Limitation Year
beginning before January 1, 2002,  (A) $30,000 (or such other amount
as is permissible under section 415(c)(1)(A) of the Code), or (A) 25% of the
Participant’s Total Compensation for such Limitation Year; and (ii) for any
Limitation Year beginning after December 31, 2001, (A) $40,000 (or such other
amount a is permissible under section 415(c)(1)(A) of the Code) or (ii) 100% of
the Participant’s Total Compensation for such Limitation Year.

       

      (b)           In
the case of a Participant who may be entitled to benefits under any qualified
defined benefit plan (whether or not terminated) now in effect or ever
maintained by the Employer, such Participant’s Annual Additions under this Plan
shall, in addition to the limitations provided under section 8.2(a), be further
limited so that the sum of the Participant’s Defined Contribution Plan Fraction
plus his Defined Benefit Plan Fraction does not exceed 1.0 for any Limitation
Year beginning prior to January 1, 2000; provided, however, that for
any Limitation Year ending prior to January 1, 1983, the sum of his Defined
Contribution Plan Fraction plus his Defined Benefit Plan Fraction shall not
exceed 1.4; and provided
further, that this limitation shall only apply if and to the extent that
the benefits under the Employer’s qualified defined benefit plan or any other
qualified defined contribution plan of the Employer are not limited so that such
sum is not exceeded.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      (c)           For
purposes of this section 8.2, the following special definitions shall
apply:

       

      (i)           Annual Addition means
the sum of the following amounts allocated on behalf of a Participant for a
Limitation Year:

       

      (A)           all
contributions by the Employer (including contributions made under a salary
reduction agreement pursuant to sections 401(k), 408(k) or 403(b) of the Code
but not including catch-up election deferred described in section 414(v) of the
Code) under any qualified defined contribution plan (other than this Plan)
maintained by the Employer, as well as the Participant’s allocable share, if
any, of any forfeitures under such plans; plus

       

      (B)           
(I) for Limitation Years that began prior to January 1, 1987, the lesser of (1)
50% of the Participant’s voluntary nondeductible contributions to all qualified
defined contribution plans maintained by the Employer, or (2) the amount by
which the Participant’s nondeductible voluntary contributions to such plans
exceeds 6% of his Total Compensation; and (II) for Limitation Years that begin
after December 31, 1986, all of the Participant’s voluntary nondeductible
contributions to such plans; plus

       

      (C)           all
ESOP Contributions and 401(k) Safe Harbor Contributions under this Plan;
plus

       

      (D)           except
as hereinafter provided in this section 8.2(c)(i), a portion of the Employer’s
Loan Repayment Contributions to the Plan for such Limitation Year which bears
the same proportion to the total amount of the Employer’s Loan Repayment
Contributions for the Limitation Year that the number of Shares (or the Fair
Market Value of property other than Shares) allocated to the Participant’s
Account pursuant to section 7.2 or 8.1, whichever is applicable, bears to the
aggregate number of Shares (or Fair Market Value of property other than Shares)
so allocated to all Participants for such Limitation Year.

       

      (E)           amounts
allocated after March 31, 1984 to an individual medical account (within the
meaning of section 415(1) of the Code) which is part of a pension or annuity
plan maintained by the Employer and amounts derived from contributions paid or
accrued after, and in a taxable year ending after, December 31, 1985 which are
attributable to post-retirement medical benefits and allocated to a separate
account of a key employee (within the meaning of section 419A(d)(3) of the Code)
under a welfare benefit fund (within the meaning of section 419(e) of the
Code).

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      Notwithstanding
section 8.2(c)(i)(D), if, for any Limitation Year, the aggregate amount of ESOP
Contributions allocated to the Accounts of the individuals who are Highly
Compensated Employees for such Limitation Year, when added to such Highly
Compensated Employees’ allocable share of any Loan Repayment Contributions for
such Limitation Year, does not exceed one-third of the total of all ESOP
Contributions and Loan Repayment Contributions for such Limitation Year, then
that portion, if any, of the Loan Repayment Contributions for such Limitation
Year that is applied to the payment of interest on a Share Acquisition Loan
shall not be included as an Annual Addition. In determining whether more than
one-third of the number of Shares or of the amount of money or property to be
allocated under the Plan for a Plan Year beginning before January 1, 1997 would
be allocated to the Highly Compensated Employees, any allocation to be made to
the Account of a Family Member of a Highly Compensated Employee who is either a
Five Percent Owner or one of the ten Highly Compensated Employees with the
highest Total Compensation, shall be treated as an allocation to such Highly
Compensated Employee. In no event shall any Financed Shares, any dividends or
other earnings thereon, any proceeds of the sale thereof or any portion of the
value of the foregoing be included as an Annual Addition.

       

      (ii)           Employer means Dime
Community Bancshares, Inc., and all members of a controlled group of
corporations, as defined in section 414(b) of the Code, as modified by section
415(h) of the Code, all commonly controlled trades or businesses, as defined in
section 414(c) of the Code, as modified by section 415(h) of the Code, all
affiliated service groups, as defined in section 414(m) of the Code, of which
Dime Community Bancshares, Inc. is a member, as well as any leasing
organization, as defined in section 18.8, that employs any person who is
considered an employee under section 18.8 and any other entity that is required
to be aggregated with the Employer pursuant to regulations under section 414(o)
of the Code.

       

      (iii)           Defined Benefit Plan
Fraction means, for any Participant for any Limitation Year, a fraction,
the numerator of which is the Projected Annual Benefit (determined as of the end
of such Limitation Year) of the Participant under any qualified defined benefit
plans (whether or not terminated) maintained by the Employer for the current and
all prior Limitation Years, and the denominator of which is as follows: (A) for
Limitation Years ending prior to January 1, 1983, the lesser of (I) the dollar
limitation in effect under section 415(b)(1) (A) of the Code for such Limitation
Year, or (II) the amount which may be taken into account under section
415(b)(1)(B) of the Code with respect to such Participant for such Limitation
Year; and (B) in all other cases, the lesser of (I) (except as provided in
section 17.8(b) for a Top Heavy Plan Year) 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, or (II) the product of 1.4 multiplied by the amount which may
be taken into account under section 415(b)(1)(B) of the Code with respect to
such Participant for such Limitation Year.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      (iv)           Defined Contribution Plan
Fraction means, for any Participant for any Limitation Year, a fraction
(A) the numerator of which is the sum of such Participant’s Annual Additions
(determined as of the end of such Limitation Year) under this Plan and any other
qualified defined contribution plans (whether or not terminated) maintained by
the Employer for the current and all prior Limitation Years, and (B) the
denominator of which is as follows: (I) for Limitation Years ending prior to
January 1, 1983, the sum of the lesser of the following amounts for such
Limitation Year and for each prior Limitation Year during which such Participant
was employed by the Employer: (1) the Maximum Permissible Amount for such
Limitation Year (without regard to section 415(c)(6) of the Code), or (2) the
amount which may be taken into account under section 415(c)(1)(B) of the Code
with respect to such Participant for such Limitation Year; and (II) in all other
cases, the sum of the lesser of the following amounts for such Limitation Year
and for each prior Limitation during which such Participant was employed by the
Employer: (1) (except as provided in section 17.8(b) for a Top Heavy Plan Year)
the product of 1.25 multiplied by the Maximum Permissible Amount for such
Limitation Year (determined without regard to section 415(c)(6) of the Code), or
(2) the product of 1.4 multiplied by the amount which may be taken into account
under section 415(c)(1)(B) of the Code (or section 415(c)(7) of the Code, if
applicable) with respect to such Participant for such Limitation Year; provided, however, that the
Plan Administrator may, at his election, adopt the transition rule set forth in
section 415(e)(6) of the Code in making the computation set forth in this
section 8.2(c)(iv). If the sum of a Participant’s Defined Benefit Plan Fraction
and Defined Contribution Plan Fraction exceeded 1.0 as of September 30, 1983,
then such Participant’s Defined Contribution Plan Fraction shall be determined
under regulations to be prescribed by the Secretary of the Treasury so that the
sum of the fractions does not exceed 1.0.

       

      (v)           Limitation Year means
the calendar year.

       

      (vi)           Maximum Permissible
Amount means (A) $25,000 (or such higher amount as may be permitted under
section 415(d) of the Code because of cost of living increases) for Limitation
Years beginning prior to January 1, 1983, and (B) the greater of (I) $30,000, or
(II) 25% of the dollar limitation in effect under section 415(b)(1)(A) of the
Code for Limitation Years beginning on or after January 1, 1983 and prior to
January 1, 1994, and (C) the lesser of (I) $30,000 (or such higher amount as may
be permitted under section 415(d) of the Code because of cost of living
increases) or (II) the percentage limitation in effect under section
415(c)(1)(B) of the Code for Limitation Years beginning on or after January 1,
1995.

       

      (vii)           Projected Annual
Benefit means a Participant’s annual retirement benefit (adjusted to the
actuarial equivalent of a straight life annuity if expressed in a form other
than a straight life or qualified joint and survivor annuity) under any
qualified defined benefit plan maintained by the Employer, whether or not
terminated, assuming that the Participant will continue employment until the
later of such Participant’s current age or normal retirement age under such
plan, and that the Participant’s Total Compensation for the Limitation Year and
all other relevant factors used to determine benefits under such plan will
remain constant for all future Limitation Years.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      (d)           When
a Participant’s Annual Addition to this Plan must be reduced to satisfy the
limitations of section 8.2(a) or (b), such reduction shall be applied to ESOP
Contributions and to Shares allocated as a result of a Loan Repayment
Contribution which are included as an Annual Addition in such order as shall
result in the smallest reduction in the number of Shares allocable to the
Participant’s Account. No reduction shall be applied to 401(k) Safe Harbor
Contributions unless and until all other amounts included in the Participant’s
Annual Addition have been reduced to zero. The amount by which any Participant’s
Annual Addition to this Plan is reduced shall be allocated in accordance with
Articles V and VII as a contribution by the Employer in the next succeeding
Limitation Year.

       

      (e)           Prior
to determining a Participant’s actual Total Compensation for a Limitation Year,
the Employer may determine the limitations under this section 8.2 for a
Participant on the basis of a reasonable estimation of the Participant’s Total
Compensation for the Limitation Year that is uniformly determined for all
Participants who are similarly situated. As soon as it is administratively
feasible after the end of the Limitation Year, the limitations of this section
8.2 shall be determined on the basis of the Participant’s actual Total
Compensation for the Limitation Year.

       

      ARTICLE
IX

       

      


       

      Vesting

       

      Section
9.1                                Vesting.

       

      Subject
to the provisions of sections 9.2, 9.3 and 14.1(a), the balance credited to each
Employee’s Account shall become vested in accordance with the following
schedule:

       

      
        
          	
                  
                    Period
      of Service In Years

                  

                	
                  
                    Vested
      Percentage

                  

                
	
                  less
      than 2 years

                	
                  0%

                
	
                  2
      years but less than 3 years

                	
                  25%

                
	
                  3
      years but less than 4 years

                	
                  50%

                
	
                  4
      years but less than 5 years

                	
                  75%

                
	
                  5
      or more years

                	
                  100%

                


        

      

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      Section
9.2                                Vesting
on Death, Disability Retirement or Change in Control.

       

      (a)           Any
previously unvested portion of the remainder of the balance credited to the
Account of a Participant or of a person who is a Former Participant solely
because he is excluded from participation under section 2.1(b) shall become
fully vested in him immediately upon attainment of age 65, or, if earlier, upon
the termination of his participation by reason of death, Disability, Retirement
or upon the occurrence of a Change in Control of the Employer.

       

      (b)           Each
Participant who is employed at the Gates Avenue branch on November 5, 1999, and
each person who is a Former Participant solely because he is excluded from
participation under section 2.1 (b) and who is employed at the Gates Avenue
branch on November 5, 1999, shall be fully vested in his account on November 5,
1999 if his employment with any Affiliated Employer is terminated on November 5,
1999, as a result of the sale of the assets and liabilities of the November 5,
1999 effective on such date.

       

      Section
9.3                                Vesting
of 401(k) Safe Harbor Contribution Account.

       

      Notwithstanding
anything contained in the Plan to the contrary, the entire balance credited to a
Participant’s 401(k) Safe Harbor Contribution Account shall be 100% vested
without regard to his Period of Service.

       

      Section
9.4                                Forfeitures
on Termination of Employment.

       

      Upon the
termination of employment of a Participant or Former Participant for any reason
other than death, Disability, Retirement, that portion of the balance credited
to his Account which is not vested at the date of such termination shall be
forfeited as of the last Valuation Date for the Plan Year in which such
termination of employment occurs. The proceeds of such forfeitures, less
amounts, if any, required to be credited because of re-employment pursuant to
section 9.5, shall be treated as Forfeitures and shall be disposed of as
provided in section 9.6.

       

      Section
9.5                                Amounts
Credited Upon Re-Employment.

       

      If an
Employee forfeited any amount of the balance credited to his Account upon his
termination of employment with the Employer, and is re-employed prior to the
occurrence of a Period of Severance of five years, then:

       

      (i)           an
amount equal to the Fair Market Value of the Shares forfeited, determined as of
the date of forfeiture; and

       

      (ii)           the
amount credited to his General Investment Account that was forfeited, determined
as of the date of forfeiture;

       

      shall be
credited back to his Account from the proceeds of forfeitures which are redeemed
pursuant to section 9.3 during the Plan Year in which he is re-employed, unless
such proceeds are insufficient, in which case, the Employer shall make an
additional contribution in the amount of such deficiency.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      Section
9.6                                Allocation
of Forfeitures.

       

      Any
Forfeitures that occur during a Plan Year shall be used to reduce the
contributions required of the Employer under the Plan and shall be treated as
Loan Repayment Contributions and ESOP Contributions in the proportions
designated by the Committee in accordance with Article V.

       

      ARTICLE
X

       

      


       

      The Trust
Fund

       

      Section
10.1                                The
Trust Fund.

       

      The Trust
Fund shall be held and invested under the Trust Agreement with the Trustee. The
provisions of the Trust Agreement shall vest such powers in the Trustee as to
investment, control and disbursement of the Trust Fund, and such other
provisions not inconsistent with the Plan, including provision for the
appointment of one or more “investment managers” within the meaning of section
3(38) of ERISA to manage and control (including acquiring and disposing of) all
or any of the assets of the Trust Fund, as the Board may from time to time
authorize. Except as required by ERISA, no bond or other security shall be
required of any Trustee at any time in office.

       

      Section
10.2                                Investments.

       

      Except to
the extent provided to the contrary in section 10.3, the Trust Fund shall be
invested in:

       

      (i)           Shares;

       

      (ii)           such
Investment Funds as may be established from time to time by the Committee;
and

       

      (iii)           such
other investments as may be permitted under the Trust Agreement;

       

      in such
proportions as shall be determined by the Committee or, if so provided under the
Trust Agreement, as directed by one or more investment managers or by the
Trustee, in its discretion; provided, however, that the
investments of the Trust Fund shall consist primarily of Shares. Notwithstanding
the immediately preceding sentence, the Trustee may temporarily invest the Trust
Fund in short-term obligations of, or guaranteed by, the United States
Government or an agency thereof, or may retain uninvested, or sell investments
to provide, amounts of cash required for purposes of the Plan.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      Section
10.3                                Distributions
for Diversification of Investments.

       

      (a)           Notwithstanding
section 10.2, each Qualified Participant may:

       

      (i)           during
the first 90 days of each of the first five Plan Years to begin after the Plan
Year in which he first becomes a Qualified Participant, elect that such
percentage of the balance credited to his Account as he may specify, but in no
event more than 25% of the balance credited to his Account, be either
distributed to him pursuant to this section 10.3(a)(i) or transferred to The
Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust
to the extent permitted by such plan, no later than 90 days after the last day
that such election may be made; and

       

      (ii)           during
the first 90 days of the sixth Plan Year to begin after the Plan Year in which
he first becomes a Qualified Participant or of any Plan Year thereafter, elect
that such percentage of the balance credited to his Account as he may specify,
but in no event more than 50% of the balance credited to his Account, be either
distributed to him pursuant to this section 10.3(a)(ii) or transferred to The
Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust
to the extent permitted by such plan, no later than 90 days after the last day
that such election may be made.

       

      For
purposes of an election under this section 10.3, the balance credited to a
Participant’s Account shall be the balance credited to his Account determined as
of the last Valuation Date to occur in the Plan Year immediately preceding the
Plan Year in which such election is made and the 25% and 50% limitations shall
apply to such balance after adjustment for all amounts previously distributed or
transferred to The Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI
Retirement Trust under this Section 10.3.

       

      (b)           An
election made under section 10.3(a) shall be made in writing, in the form and
manner prescribed by the Plan Administrator, and shall be filed with the Plan
Administrator during the election period specified in section 10.3(a). As soon
as is practicable, and in no case later than 90 days following the end of the
election period during which such election is made, the Plan Administrator shall
take such actions as are necessary to cause the specified percentage of the
balance credited to the Account of the Qualified Participant making the election
to be distributed to such Qualified Participant.

       

      (c)           An
election made under section 10.3(a) may be changed or revoked at any time during
the election period described in section 10.3(a) during which it is initially
made. In no event, however, shall any election under this section 10.3 result in
more than 25% of the balance credited to the Participant’s Account being
distributed to the Participant or transferred to The Dime Savings Bank of
Williamsburgh 401(k) Savings Plan in RSI Retirement Trust, if such election is
made during a Plan Year to which section 10.3(a)(i) applies, or result in more
than 50% of the balance distributed to the Participant or transferred to The
Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust,
if such election is made during the Plan Year to which section 10.3(a)(ii)
applies or thereafter.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      Section
10.4                                Use
of Commingled Trust Funds.

       

      Subject
to the provisions of the Trust Agreement, amounts held in the Trust Fund may be
invested in:

       

      (a)           any
commingled or group trust fund described in section 401(a) of the Code and
exempt under section 501(a) of the Code; or

       

      (b)           any
common trust fund exempt under section 584 of the Code maintained exclusively
for the collective investment of the assets of trusts that are exempt under
section 501(a) of the Code;

       

      provided
that the trustee of such commingled, group or common trust fund is a bank or
trust company.

       

      Section
10.5                                Management
and Control of Assets.

       

      All
assets of the Plan shall be held by the Trustee in trust for the exclusive
benefit of Participants, Former Participants and their Beneficiaries. 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, Former
Participants and their Beneficiaries, and for defraying reasonable
administrative expenses of the Plan and Trust Fund. No person shall have any
interest in or right to any part of the earnings of the Trust Fund, or any
rights in, to or under the Trust Fund or any part of its assets, except to the
extent expressly provided in the Plan.

       

      ARTICLE
XI

       

      


       

      Valuation of Interests in
the Trust Fund

       

      Section
11.1                                Establishment
of Investment Accounts.

       

      The Plan
Administrator shall establish, or cause to be established, for each person for
whom an Account is maintained a Share Investment Account and a General
Investment Account. Such Share Investment Accounts and General Investment
Accounts shall be maintained in accordance with this Article XI.

       

      Section
11.2                                Share
Investment Accounts.

       

      The Share
Investment Account established for a person in accordance with section 11.l
shall be credited with: (a) all Shares allocated to such person’s Account; (b)
all Shares purchased with amounts of money or property allocated to such
person’s Account; (c) all dividends paid in the form of Shares with respect to
Shares credited to his Account; and (d) all Shares purchased with amounts
credited to such person’s General Investment Account. Such Share Investment
Account shall be charged with all Shares that are sold or exchanged to acquire
other investments or to provide cash and with all Shares that are distributed in
kind.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      Section
11.3                                General
Investment Accounts.

       

      The
General Investment Account that is established for a person in accordance with
section 11.1 shall be credited with: (a) all amounts, other than Shares,
allocated to such person’s Account; (b) all dividends paid in a form other than
Shares with respect to Shares credited to such person’s Share Investment
Account; (c) the proceeds of any sale of Shares credited to such person’s Share
Investment Account; and (d) any earnings attributable to amounts credited to
such person’s General Investment Account. Such General Investment Account shall
be charged with all amounts credited thereto that are applied to the purchase of
Shares, any losses or depreciation attributable to amounts credited thereto, any
expenses allocable thereto and any distributions of amounts credited
thereto.

       

      Section
11.4                                Valuation
of Investment Accounts.

       

      (a)           The
Plan Administrator shall determine, or cause to be determined, the aggregate
value of each person’s Share Investment Account as of each Valuation Date by
multiplying the number of Shares credited to such Share Investment Account on
such Valuation Date by the Fair Market Value of a Share on such Valuation
Date.

       

      (b)           As
of each Valuation Date, the Accounts of each Participant shall be separately
adjusted to reflect their proportionate share of any appreciation or
depreciation in the fair market value of the Investment Funds, any income earned
by the Investment Funds and any expenses incurred by the Investment Funds, as
well as any contributions, withdrawals or distributions and investment transfers
not posted as of the last Valuation Date.

       

      Section
11.5                                Annual
Statements.

       

      There
shall be furnished, by mail or otherwise, at least once in each Plan Year to
each person who would then be entitled to receive all or part of the balance
credited to any Account if the Plan were then terminated, a statement of his
interest in the Plan as of such date as shall be selected by the Plan
Administrator, which statement shall be deemed to have been accepted as correct
and be binding on such person unless the Plan Administrator receives written
notice to the contrary within 30 days after the statement is mailed or furnished
to such person.

       

      ARTICLE
XII

       

      


       

      Shares

       

      Section
12.1                                Specific
Allocation of Shares.

       

      All
Shares purchased under the Plan shall be specifically allocated to the Share
Investment Accounts of Participants, Former Participants and their Beneficiaries
in accordance with section 11.2, with the exception of Financed Shares, which
shall be allocated to the Loan Repayment Account.

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      Section
12.2                                Dividends.

       

      (a)           Subject
to Article XIX, dividends paid with respect to Shares held under the Plan shall
be credited to the Loan Repayment Account, if paid with respect to Financed
Shares. Such dividends shall be: (i) applied to the payment of principal and
accrued interest with respect to any Share Acquisition Loan, if paid in cash; or
(ii) held in the Loan Repayment Account as Financed Shares for release in
accordance with section 6.4, if paid in the form of Shares.

       

      (b)           Dividends
paid with respect to Shares allocated to a person’s Share Investment Account
shall be credited to such person’s Share Investment Account. Cash dividends
credited to a person’s General Investment Account shall be, at the direction of
the Board, either: (i) held in such General Investment Account and invested in
accordance with sections 10.2 and 11.3; (ii) distributed immediately to such
person; (iii) distributed to such person within 90 days of the close of the Plan
Year in which such dividends were paid; (iv) in the case of dividends paid after
December 31, 2002, if such person is 100% vested and at the election of such
person, either distributed to him as provided in section 12.2(b)(iii) or
retained in his Account and reinvested in Shares; or (v) used to make payments
of principal or interest on a Share Acquisition Loan; provided, however, that the
Fair Market Value of Financed Shares released from the Loan Repayment Account
equals or exceeds the amount of the dividend.

       

      Section
12.3                                Voting
Rights.

       

      (a)           Each
person shall direct the manner in which all voting rights appurtenant to Shares
allocated to his Share Investment Account will be exercised, provided that such
Shares were allocated to his Share Investment Account as of the applicable
record date. Such a direction shall be given by completing and filing with the
inspector of elections, the Trustee or such other person who shall be
independent of the Employer as the Committee shall designate, at least 10 days
prior to the date of the meeting of holders of Shares at which such voting
rights will be exercised, a written direction in the form and manner prescribed
by the Committee. The inspector of elections, the Trustee or such other person
designated by the Committee shall tabulate the directions given on a strictly
confidential basis, and shall provide the Committee with only the final results
of the tabulation. The final results of the tabulation shall be followed by the
Committee in directing the Trustee as to the manner in which such voting rights
shall be exercised. The Plan Administrator shall make a reasonable effort to
furnish, or cause to be furnished, to each person for whom a Share Investment
Account is maintained all annual reports, proxy materials and other information
known by the Plan Administrator to have been furnished by the issuer of the
Shares, or by any solicitor of proxies, to the holders of Shares.

       

      (b)           To
the extent that any person shall fail to give instructions with respect to the
exercise of voting rights appurtenant to Shares allocated to his Share
Investment Account:

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      (i)           the
Trustee shall, with respect to each matter to be voted upon: (A) cast a number
of affirmative votes equal to the product of (I) the number of allocated Shares
for which no written instructions have been given, multiplied by (II) a
fraction, the numerator of which is the number of allocated Shares for which
affirmative votes will be cast in accordance with written instructions given as
provided in section 12.3(a) and the denominator of which is the aggregate number
of affirmative and negative votes which will be cast in accordance with written
instructions given as aforesaid, and (B) cast a number of negative votes equal
to the excess (if any) of (I) the number of allocated Shares for which no
written instructions have been given over (II) the number of affirmative votes
being cast with respect to such allocated Shares pursuant to section
12.3(b)(i)(A); or

       

      (ii)           if
the Trustee shall determine that it may not, consistent with its fiduciary
duties, vote the allocated Shares for which no written instructions have been
given in the manner described in section 12.3(b)(i), it shall vote such Shares
in such manner as it, in its discretion, may determine to be in the best
interests of the persons to whose Share Investment Accounts such Shares have
been allocated.

       

      (c)           i)           The
voting rights appurtenant to Financed Shares shall be exercised as follows with
respect to each matter as to which holders of Shares may vote:

       

      (A)           a
number of votes equal to the product of (I) the total number of votes
appurtenant to Financed Shares allocated to the Loan Repayment Account on the
applicable record date; multiplied by (II) a fraction, the numerator of which is
the total number of affirmative votes cast by Participants, Former Participants
and the Beneficiaries of deceased Former Participants with respect to such
matter pursuant to section 12.3(a) and the denominator of which is the total
number of affirmative and negative votes cast by Participants, Former
Participants and the Beneficiaries of deceased Former Participants, shall be
cast in the affirmative; and

       

      (B)           a
number of votes equal to the excess of (I) the total number of votes appurtenant
to Financed Shares allocated to the Loan Repayment Account on the applicable
record date, over (II) the number of affirmative votes cast pursuant to section
12.3(c)(i)(A) shall be cast in the negative.

       

      To the
extent that the Financed Shares consist of more than one class of Shares, this
section 12.3(c)(i) shall be applied separately with respect to each class of
Shares.

       

      (ii)           If
voting rights are to be exercised with respect to Financed Shares as provided in
section 12.3(c)(i)(A) and (B) at a time when there are no Shares allocated to
the Share Investment Accounts of Participants, Former Participants and the
Beneficiaries of deceased Former Participants, then the voting rights
appurtenant to Financed Shares shall be exercised as follows with respect to
each matter as to which holders of Shares may vote:

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      (A)           Each
person who is a Participant on the applicable record date and who was a
Participant on the last day of the Plan Year ending on or immediately prior to
such record date will be granted a number of votes equal to the quotient,
rounded to the nearest integral number, of (I) such Participant’s Allocation
Compensation for the Plan Year ending on or immediately prior to such record
date (or for the portion of such Plan Year during which he was a Participant);
divided by (II) $1,000.00; and

       

      (B)           a
number of votes equal to the product of (I) the total number of Financed Shares
allocated to the Loan Repayment Account on the applicable record date;
multiplied by (II) a fraction, the numerator of which is the total number of
votes that are cast in the affirmative with respect to such matter pursuant to
section 12.3(c)(ii)(A) and the denominator of which is the total number of votes
that are cast either in the affirmative or in the negative with respect to such
matter pursuant to section 12.3(c)(ii)(A), shall be cast in the affirmative;
and

       

      (C)           a
number of votes equal to the excess of (I) the total number of Financed Shares
allocated to the Loan Repayment Account on the applicable record date, over (II)
the number of affirmative votes cast with respect to such matter pursuant to
section 12.3(c)(ii)(B), shall be cast in the negative.

       

      To the
extent that the Financed Shares consist of more than one class of Shares, this
section 12.3(c)(ii) shall be applied separately with respect to each class of
Shares.

       

      (d)           Each
such person shall, for purposes of this section 12.3, be deemed a “named
fiduciary” within the meaning of section 402(a)(2) of ERISA.

       

      Section
12.4                                Tender
Offers.

       

      (a)           Each
person shall direct whether Shares allocated to his Share Investment Account
will be delivered in response to any Tender Offer. Such a direction shall be
given by completing and filing with the Trustee or such other person who shall
be independent of the Employer as the Committee shall designate, at least 10
days prior to the latest date for exercising a right to deliver Shares pursuant
to such Tender Offer, a written direction in the form and manner prescribed by
the Committee. The Trustee or other person designated by the Committee shall
tabulate the directions given on a strictly confidential basis, and shall
provide the Committee with only the final results of the tabulation. The final
results of the tabulation shall be followed by the Committee in directing the
number of Shares to be delivered. The Plan Administrator shall make a reasonable
effort to furnish, or cause to be furnished, to each person for whom a Share
Investment Account is maintained, all information known by the Plan
Administrator to have been furnished by the issuer or by or on behalf of any
person making such Tender Offer, to the holders of Shares in connection with
such Tender Offer.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      (b)           To
the extent that any person shall fail to give instructions with respect to
Shares allocated to his Share Investment Account:

       

      (i)           the
Trustee shall (A) tender or otherwise offer for purchase, exchange or redemption
a number of such Shares equal to the product of (I) the number of allocated
Shares for which no written instructions have been given, multiplied by (II) a
fraction, the numerator of which is the number of allocated Shares tendered or
otherwise offered for purchase, exchange or redemption in accordance with
written instructions given as provided in section 12.4(a) and the denominator of
which is the aggregate number of allocated Shares for which written instructions
have been given as aforesaid, and (B) withhold a number of Shares equal to the
excess (if any) of (I) the number of allocated Shares for which no written
instructions have been given over (II) the number of Shares being tendered or
otherwise offered pursuant to section 12.4(b)(i)(A); or

       

      (ii)           if
the Trustee shall determine that it may not, consistent with its fiduciary
duties, exercise the tender or other rights appurtenant to allocated Shares for
which no written instructions have been given in the manner described in section
12.4(b)(i), it shall tender, or otherwise offer, or withhold such Shares in such
manner as it, in its discretion, may determine to be in the best interests of
the persons to whose Share Investment Accounts such Shares have been
allocated.

       

      (c)           In
the case of any Tender Offer, any Financed Shares held in the Loan Repayment
Account shall be dealt with as follows:

       

      (i)           If
such Tender Offer occurs at a time when there are no Shares allocated to the
Share Investment Accounts of Participants, Former Participants and the
Beneficiaries of deceased Former Participants, then the disposition of the
Financed Shares shall be determined as follows:

       

      (A)           each
person who is a Participant on the applicable record date and who was a
Participant on the last day of the Plan Year ending on or immediately prior to
such record date will be granted a number of tender rights equal to the
quotient, rounded to the nearest integral number, of (I) such Participant’s
Allocation Compensation for the Plan Year ending on or immediately prior to such
record date (or for the portion of such Plan Year during which he was a
Participant), divided by (II) $1,000.00; and

       

      (B)           on
the last day for delivering Shares or otherwise responding to such Tender Offer,
a number of Shares equal to the product of (I) the total number of Financed
Shares allocated to the Loan Repayment Account on the last day of the effective
period of such Tender Offer; multiplied by (II) a fraction, the numerator of
which is the total number of tender rights exercised in favor of the delivery of
Shares in response to the Tender Offer pursuant to section 12.4(c)(i)(A) and the
denominator of which is the total number of tender rights that are exercisable
in response to the Tender Offer pursuant to section 12.4(c)(i)(A), shall be
delivered in response to the Tender Offer; and

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      (C)           a
number of Shares equal to the excess of (I) the total number of Financed Shares
allocated to the Loan Repayment Account on the last day of the effective period
of such Tender Offer; over (II) the number of Shares to be delivered in response
to the Tender Offer pursuant to section 12.4(c)(i)(B), shall be withheld from
delivery.

       

      (ii)           If
such Tender Offer occurs at a time when the voting rights appurtenant to such
Financed Shares are to be exercised in accordance with section 12.3(c)(i),
then:

       

      (A)           on
the last day for delivering Shares or otherwise responding to such Tender Offer,
a number of Financed Shares equal to the product of (I) the total number of
Financed Shares allocated to the Loan Repayment Account on the last day of the
effective period of such Tender Offer; multiplied by (II) a fraction, the
numerator of which is the total number of Shares delivered from the Share
Investment Accounts of Participants, Former Participants and the Beneficiaries
of deceased Former Participants in response to such Tender Offer pursuant to
section 12.4(a), and the denominator of which is the total number of Shares
allocated to the Share Investment Accounts of Participants, Former Participants
and Beneficiaries of deceased Former Participants immediately prior to the last
day for delivering Shares or otherwise responding to such Tender Offer, shall be
delivered; and

       

      (B)           a
number of Financed Shares equal to the excess of (I) the total number of
Financed Shares allocated to the Loan Repayment Account on the last day for
delivering Shares or otherwise responding to such Tender Offer; over (II) the
number of Financed Shares to be delivered pursuant to section 12.4(c)(ii)(A),
shall be withheld from delivery.

       

      To the
extent that the Financed Shares consist of more than one class of Shares, this
section 12.4(c) shall be applied separately with respect to each class of
Shares.

       

      (d)           Each
such person shall, for purposes of this section 12.4, be deemed a “named
fiduciary” within the meaning of section 402(a)(2) of ERISA.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      ARTICLE
XIII

       

      


       

      Payment of
Benefits

       

      Section
13.1                                In
General.

       

      The
balance credited to a Participant’s or Former Participant’s Account under the
Plan shall be paid only at the times, to the extent, in the manner and to the
persons provided in this Article XIII.

       

      Section
13.2                                Designation
of Beneficiaries.

       

      (a)           Subject
to section 13.2(b), any person entitled to a benefit under the Plan may
designate a Beneficiary to receive any amount to which he is entitled that
remains undistributed on the date of his death. Such person shall designate his
Beneficiary (and may change or revoke any such designation) in writing in the
form and manner prescribed by the Plan Administrator. Such designation, and any
change or revocation thereof, shall be effective only if received by the Plan
Administrator prior to such person’s death and shall become irrevocable upon
such person’s death.

       

      (b)           A
Participant or Former Participant who is married shall automatically be deemed
to have designated his spouse as his Beneficiary, unless, prior to the time such
designation would, under section 13.2(a), become irrevocable:

       

      (i)           the
Participant or Former Participant designates an additional or a different
Beneficiary in accordance with this section 13.2; and

       

      (ii)           
(1) the spouse of such Participant or Former Participant consents to such
designation in a writing that acknowledges the effect of such consent and is
witnessed by a Plan representative or a notary public; or (B) the spouse of such
Participant or Former Participant has previously consented to such designation
by signing a written waiver of any right to consent to any designation made by
the Participant or Former Participant, and such waiver acknowledged the effect
of the waiver and was witnessed by a Plan representative or a notary public; or
(C) it is established to the satisfaction of a Plan representative that the
consent required under section 13.2(b)(ii)(A) may not be obtained because such
spouse cannot be located or because of other circumstances permitted under
regulations issued by the Secretary of the Treasury.

       

      (c)           In
the event that a Beneficiary entitled to payments hereunder shall die after the
death of the person who designated him but prior to receiving payment of his
entire interest in the Account of the person who designated him, then such
Beneficiary’s interest in the Account of such person, or any unpaid balance
thereof, shall be paid as provided in section 13.3 to the Beneficiary who has
been designated by the deceased Beneficiary, or if there is none, to the
executor or administrator of the estate of such deceased Beneficiary, or if no
such executor or administrator is appointed within such time as the Plan
Administrator, in his sole discretion, shall deem reasonable, to such one or
more of the spouse and descendants and blood relatives of such deceased
Beneficiary as the Plan Administrator may select. If a person entitled to a bene
fit under the Plan and any of the Beneficiaries designated by him shall die in
such circumstances that there shall be substantial doubt as to which of them
shall have been the first to die, for all purposes of the Plan, the person who
made the Beneficiary designation shall be deemed to have survived such
Beneficiary.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      (d)           If
no Beneficiary survives the person entitled to the benefit under the Plan or if
no Beneficiary has been designated by such person, such benefit shall be paid to
the executor or administrator of the estate of such person, or if no such
executor or administrator is appointed within such time as the Plan
Administrator, in his sole discretion, shall deem reasonable, to such one or
more of the spouse and descendants and blood relatives of such deceased person
as the Plan Administrator may select.

       

      Section
13.3                                Distributions
to Participants and Former Participants.

       

      (a)           (i)           The
vested portion of the balance credited to a Participant’s or a Former
Participant’s Account shall be distributed to him commencing as of the last
Valuation Date to occur in the Plan Year in which the Participant or Former
Participant terminates employment with the Employer or attains age 65, whichever
is later, unless the Participant or Former Participant elects otherwise pursuant
to section 13.3(a)(ii), and the payment, or first in a series of payments, is
actually made within sixty (60) days following such Valuation Date; provided, however, that
required minimum distributions shall be made earlier in accordance with section
13.5; and provided, further,
that if termination of employment occurs prior to January 1, 1999 and the
total vested balance credited to his Account at termination of employment is
$3,500 or less, or if termination of employment occurs after December 31, 1998
and the total vested balance credited to his Account at termination of
employment is $5,000 (or such higher amount as may be prescribed by law) or
less, or if termination of employment occurs on or after March 28, 2005 and the
total vested balance credited to his Account at termination of employment is
$1,000 or less, his entire vested interest in his Account shall be paid to him
in a single lump sum as soon as practicable after termination of
employment.

       

      (ii)           A
Participant or Former Participant may, upon request on a form provided by the
Plan Administrator and filed with the Plan Administrator not later than 15 days
prior to the date on which his employment with the Employer terminates, elect
that his vested interest in his Account be paid commencing as of any earlier or
later Valuation Date after his termination of employment, but in no event later
than the last Valuation Date to occur in the calendar year in which the
Participant or Former Participant attains age 701⁄2, in which case the payment, or
first in a series of payments, shall be made within three months following such
Valuation Date.

       

      (b)           (i)           Subject
to section 13.3(b)(ii), the vested portion of the balance credited to the
Account of a Participant or Former Participant will be paid to him, commencing
as of the Valuation Date determined under section 13.3(a), in substantially
equal annual installments over a fixed period equal to the greater
of:

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      (A)           five
years; or

       

      (B)           if
the vested portion of the balance credited to the Account of the Participant or
Former Participant, determined as of the Valuation Date determined under section
13.3(a), is greater than $500,000 (or such larger amount as may be prescribed by
the Secretary of the Treasury, pursuant to section 409(o) of the Code), the sum
of five years plus the lesser of (I) five additional years; or (II) one
additional year for each $100,000 (or fraction thereof) by which the vested
portion of the balance credited to the Participant’s or Former Participant’s
Account exceeds $500,000 (or such larger amount as may be prescribed by the
Secretary of the Treasury pursuant to section 409(o) of the Code).

       

      (ii)           A
Participant or Former Participant may, upon request on a form provided by the
Plan Administrator and filed with the Plan Administrator not later than 15 days
prior to the date on which his employment terminates, elect that the vested
portion of the balance credited to his Account be paid, commencing as of the
Valuation Date determined under section 13.3(a):

       

      (A)           in
substantially equal annual installments over a fixed period not to exceed the
lesser of (I) 10 years, or (II) the life expectancy of the Participant or Former
Participant, or, if his Beneficiary is a Designated Beneficiary, the joint life
and last survivor expectancy of the Participant or Former Participant and his
Designated Beneficiary (determined before January 1, 2002 under Tables V and VI
of section 1.72-9 of the Income Tax Regulations, using their respective attained
ages as of their birthdays in the calendar year that includes the Valuation Date
as of which the first payment is made, and after December 31, 2001 under the
Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury
regulations using the Participant’s age as of the Participant’s birthday in such
calendar year or, if the Participant’s sole Designated Beneficiary is a
surviving spouse who is more than 10 years younger than the Participant, the
under the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of
the Treasury Regulations, using the Participant’s and spouse’s attained ages as
of the Participant’s and spouse’s birthdays in such calendar year);
Or

       

      (B)           subject
to section 13.4, in a lump sum payment.

       

      (c)           If
any person entitled to a benefit under the Plan dies before his entire benefit
has been distributed to him, then the remainder of such benefit shall be paid to
the Beneficiary designated by him under section 13.2 either:

       

      (i)           in
a lump sum distribution as of the Valuation Date next following the date of his
death, and the amount thereof shall be based upon the vested portion of the
balance credited to his Account as of such Valuation Date; or

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      (ii)           if,
prior to the death of the Participant or Former Participant whose vested Account
is being distributed, an election pursuant to section 13.3(b)(ii)(B) is in
effect for him, in a lump sum distribution as of the Valuation Date specified in
such election, or, if earlier, as of the latest Valuation Date that would permit
payment to be made within five years after the Participant’s or Former
Participant’s death, and the amount thereof shall be based upon the vested
portion of the balance credited to his Account as of such Valuation Date;
or

       

      (iii)           if,
prior to the death of the Participant or Former Participant whose vested Account
is being distributed, an election pursuant to section 13.3(b)(ii)(A) is in
effect for him:

       

      (A)           over
the period and at the times set forth in such election, if distribution has
begun prior to the Participant’s or Former Participant’s death; or

       

      (B)           commencing
at the time set forth in such election and over the period set forth in such
election (or, if less, over a period equal to the life expectancy of the
Beneficiary of the deceased Participant or Former Participant), if the deceased
Participant’s or Former Participant’s spouse is his Beneficiary and distribution
has not begun prior to the deceased Participant’s or Former Participant’s death;
or

       

      (C)           commencing
on the date specified in such election (or, if earlier, the last Valuation Date
that will permit payment to begin within one year after the deceased
Participant’s or Former Participant’s death) and over the period set forth in
such election (or, if less, over a period equal to the life expectancy of the
Beneficiary of the deceased Participant or Former Participant), if the deceased
Participant’s or Former Participant’s Beneficiary is a natural person other than
his spouse and distribution has not begun prior to the deceased Participant’s or
Former Participant’s death;

       

      and the
amount thereof shall be based upon the vested portion of the balance credited to
his Account as of the Valuation Dates as of which payments are determined;
or

       

      (iv)           upon
written application of the Beneficiary made in such form and manner as the Plan
Administrator may prescribe, at another time or in another manner permitted
under section 13.3(a) or (b), subject to the following limitations:

       

      (A)           (I)
If such Beneficiary is a Designated Beneficiary other than the spouse of the
deceased Participant or Former Participant whose vested Account is being
distributed, a distribution that commences within one year after such deceased
Participant’s or Former Participant’s death shall be made over a fixed period
that does not exceed the life expectancy of such Beneficiary when distribution
commences.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      (II)           If
such Designated Beneficiary is the spouse of the deceased Participant or Former
Participant whose vested Account is being distributed, a distribution that
commences no later than the later of:  (1) the date on which the
deceased Participant or Former Participant would have attained age 701⁄2 had he
lived; or (2) the first anniversary of the death of such deceased Participant or
Former Participant; shall be made over a fixed period that does not exceed the
life expectancy of such Designated Beneficiary when distribution
commences.

       

      (III)           In
all other cases where the spouse of the deceased Participant or Former
Participant whose vested Account is being distributed is not the Beneficiary,
payment must be completed within five years after the death of such deceased
Participant or Former Participant.

       

      (B)           In
cases where distribution has commenced prior to the death of the deceased
Participant or Former Participant whose vested Account is being distributed,
distribution must be completed as least as rapidly as under the method in effect
prior to such deceased Participant’s or Former Participant’s death.

       

      The
determination whether a Beneficiary is a Designated Beneficiary and whether a
Designated Beneficiary is a surviving spouse shall be made not later than
September 30th of the
calendar year following the calendar year in which the Employee dies. For
purposes of computing payments in years prior to 2002, life expectancy shall be
determined using Table V of section 1.72-9 of the Income Tax Regulations based
on the Beneficiary’s attained age in the year of the first payment. For purposes
of computing payments in years after 2002, payments for calendar years that
begin during the lifetime of a surviving spouse who is a Designated Beneficiary
shall be determined using the Single Life Table set forth in section
1.401(a)(9)-9 of the Income Tax Regulations based on the spouse’s attain age in
such year and payments for subsequent calendar years shall be determined using
the Single Life Table set forth in section 1.401(a)(9)-9 of the Income Tax
Regulations based on the spouse’s attain age in the year of
death.  For purposes of computing payments in years after 2001,
payments to a Designated Beneficiary other than surviving spouse shall be
determined using the Single Life Table set forth in section 1.401(a)(9)-9 of the
Income Tax Regulations based on the Designated Beneficiary’s attain age in the
year of the Employee’s death.

       

      Section
13.4                                Manner
of Payment.

       

      (a)           Subject
to section 13.4(b), payments of distributions made pursuant to section 13.3 or
section 13.5 shall be paid, in accordance with the written direction of the
person requesting the payment, in whole Shares, in cash, or in a combination of
cash and whole Shares. Such written direction shall be given in such form and
manner as the Plan Administrator may prescribe. If no such direction is given,
then payment shall be made in the maximum number of whole Shares that may be
acquired with the amount of the payment, plus, if necessary, an amount of money
equal to any remaining amount of the payment that is less than the Fair Market
Value of a whole Share.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      (b)           No
distribution of a lump sum payment shall be made in cash to the extent that the
making of such distribution, when combined with all other distributions to be
made in cash as of the same Valuation Date, would require the sale of Shares
constituting 1% or more of all outstanding Shares; provided, however, that this
section 13.4(b) shall not apply to or in respect of a Participant or Former
Participant:

       

      (i)           following
such Participant’s or Former Participant’s termination of employment with the
Employer on account of his Retirement or Disability; or

       

      (ii)           following
such Participant’s or Former Participant’s 65th birthday; or

       

      (iii)           following
the death of such Participant or Former Participant.

       

      Section
13.5                                Minimum
Required Distributions.

       

      (a)           Required
minimum distributions of a Participant’s or Former Participant’s Account shall
commence no later than:

       

      (i)           if
the Participant or Former Participant attained age 701⁄2 prior to January 1, 1988
and was not a Five Percent Owner at any time during the Plan Year ending in the
calendar year in which he attained age 701⁄2, during any of the four preceding
Plan Years or during any subsequent years, the later of (A) the calendar year in
which he attains or attained age 701⁄2 or (B) the calendar year in which he
terminates employment with the Employer; or

       

      (ii)           if
the Participant or Former Participant attained age 701⁄2 prior to January 1, 1988
and is or was a Five Percent Owner at any time during the Plan Year ending in
the calendar year in which he attained age 701⁄2, or during any of the four
preceding Plan Years or during any subsequent years, the later of (A) the
calendar year in which he attains age 701⁄2 or (B) the calendar year in which he
first becomes a Five Percent Owner; or

       

      (iii)           if
the Participant or Former Participant attains age 701⁄2 after December 31, 1987
and before January 1, 1997, in all other cases, the calendar year in which the
Participant or Former Participant attains age 701⁄2; or

       

      (iv)           if
the Participant or Former Participant attains age 701⁄2 after December 31, 1998
and was not a Five Percent Owner at any time during the Plan Year ending in the
calendar year in which he attained age 701⁄2, during any of the four preceding
Plan Years or during any subsequent years, the later of (A) the calendar year in
which he attains or attained age 701⁄2 or (B) the calendar year in which he
terminates employment with the Employer and all Affiliated Employers;
or

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      (v)           if
the Participant or Former Participant attains age 701⁄2 after December 31, 1998
and is or was a Five Percent Owner at any time during the Plan Year ending in
the calendar year in which he attained age 701⁄2, during any of the four preceding
Plan Years or during any subsequent years, the later of (A) the calendar year in
which he attains age 701⁄2 or (B) the calendar year in which he first becomes a
Five Percent Owner;

       

      provided, however, that any
Participant who is employed by an Employer after December 31, 1996 may elect not
to receive, or to discontinue receiving, such required minimum distributions
until April 1 of the year following the year in which such Participant
terminates employment or is or becomes a Five Percent Owner, whichever is
earlier.

       

      (b)           The
required minimum distributions contemplated by section 13.5(a) shall be made as
follows:

       

      (i)           The
minimum required distribution to be made for the calendar year for which the
first minimum distribution is required shall be no later than April 1st of the
immediately following calendar year and shall be equal to the quotient obtained
by dividing (A) the vested balance credited to the Participant’s or Former
Participant’s Account as of the last Valuation Date to occur in the calendar
year immediately preceding the calendar year in which the first minimum
distribution is required (adjusted to account for any additions thereto or
subtractions therefrom after such Valuation Date but on or before December 31st
of such calendar year); by (B) the Participant’s or Former Participant’s life
expectancy (or, if his Beneficiary is a natural person, the joint life and last
survivor expectancy of him and his Beneficiary); and

       

      (ii)           the
minimum required distribution to be made for each calendar year following the
calendar year for which the first minimum distribution is required shall be made
no later than December 31st of the calendar year for which the distribution is
required and shall be equal to the quotient obtained by dividing (A) the vested
balance credited to the Participant’s or Former Participant’s Account as of the
last Valuation Date to occur in the calendar year prior to the calendar year for
which the distribution is required (adjusted to account for any additions
thereto or subtractions therefrom after such Valuation Date but on or before
December 31st of such calendar year and, in the case of the distribution for the
calendar year immediately following the calendar year for which the first
minimum distribution is required, reduced by any distribution for the prior
calendar year that is made in the current calendar year); by (B) the
Participant’s or Former Participant’s life expectancy (or, if his Beneficiary is
a Designated Beneficiary, the joint life and last survivor expectancy of him and
his Beneficiary).

       

      For
purposes of this section 13.5, the life expectancy of a Participant or Former
Participant (or the joint life and last survivor expectancy of a Participant or
Former Participant and his Designated Beneficiary) for the calendar year in
which the Participant or Former Participant attains age 701⁄2 shall be determined
on the basis of Tables V and VI, as applicable, of section 1.72-9 of the Income
Tax Regulations as of the Participant’s or Former Participant’s and
Beneficiary’s birthday in such year. Such life expectancy or joint life and last
survivor expectancy for any subsequent year shall be equal to the excess of (1)
the life expectancy or joint life and last survivor expectancy for the year in
which the Participant or Former Participant attains age 701⁄2, over (2) the number
of whole years that have elapsed since the Participant or Former Participant
attained age 701⁄2.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      (c)           For
purposes of this section 13.5:

       

      (A)           for
taxable years beginning before January 1, 2003, the life expectancy of a
Participant or Former Participant (or the joint life and last survivor
expectancy of a Participant or Former Participant and his Designated
Beneficiary) for the calendar year in which the Participant or Former
Participant attains age 701⁄2 shall be determined on the basis of Tables V and VI,
as applicable, of section 1.72-9 of the Income Tax Regulations as of the
Participant’s or Former Participant’s birthday in such year.  Such
life expectancy or joint life and last survivor expectancy for any subsequent
year shall be equal to the excess of (1) the life expectancy or joint life and
last survivor expectancy for the year which the Participant or Former
Participant attains age 701⁄2, over (2) the number of whole years that have
elapsed since the Participant or Former Participant attained age 701⁄2;
and

       

      (B)           for
taxable years beginning after December 31, 2002, during the Participant’s or
Former Participant’s lifetime, life expectancy shall be equal to:

       

      (1)           the
distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the
Participant’s birthday in such calendar year; or

       

      (2)           if
the Participant’s spouse is the sole designated Beneficiary and the spouse is
more than ten years younger than the Participant, the number in the Joint and
Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury
Regulations, using the Participation’s and spouse’s attained ages as of the
Participant’s and spouse’s birthdays in such calendar year.

       

      (d)           Payment
of the distributions required to be made to a Participant or Former Participant
under this section 13.5 shall be made in accordance with section
13.4.

       

      Section
13.6                                Direct
Rollover of Eligible Rollover Distributions.

       

      (a)           A
Distributee may elect, at the time and in the manner prescribed by the Plan
Administer, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

      (b)           The
following rules shall apply with respect to Direct Rollovers made pursuant to
this section 13.6:

       

      (i)           A
Participant may only elect to make a Direct Rollover of an Eligible Rollover
Distribution if such Eligible Rollover Distribution (when combined with other
Eligible Rollover Distributions made or to be made in the same calendar year) is
reasonably expected to be at least $200;

       

      (ii)           If
a Participant elects a Direct Rollover of a portion of an Eligible Rollover
Distribution, that portion must be equal to at least $500; and

       

      (iii)           A
Participant may not divide his or her Eligible Rollover Distribution into
separate distributions to be transferred to two or more Eligible Retirement
Plans.

       

      (c)           For
purposes of this section 13.6 and any other applicable section of the Plan, the
following definitions shall have the following meanings:

       

      (i)           
“Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

       

      (ii)           
“Distributee” means an Employee or former Employee or, for distributions after
June 30, 2008, a designated Beneficiary of a deceased Participant who is not the
surviving spouse of such Participant. In addition, the Employee’s or former
Employee’s surviving spouse and the Employee’s spouse or former spouse who is
the alternate payee under a Qualified Domestic Relations Order are considered
Distributees with regard to the interest of the spouse or former
spouse.

       

      (iii)           “Eligible
Retirement Plan” means an individual retirement account described in section
408(a) of the Code, an individual retirement annuity described in section 408(b)
or the Code, an annuity plan described in section 403(a) of the Code, a
qualified trust described in section 401(a) of the Code, and (for distributions
after December 31, 2001 only) an annuity contract described in section 403(b) of
the Code or an eligible deferred compensation plan under section 457(b) of the
Code which is maintained by a state, political subdivision of a state, or an
agency or instrumentality of a state or political subdivision thereof, and (for
distributions after December 31, 2007 only) a Roth IRA described in section
408A(b) and which agrees to separately account for amounts transferred into such
plan from this Plan,  that accepts the Distributee’s Eligible Rollover
Distribution. However, in the case of an Eligible Rollover Distribution made
before January 1, 2002 to a current or former spouse who is the alternate payee
under a Qualified Domestic Relations Order or to a surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity. In the case of an Eligible Rollover Distribution made after June 30,
2008, on behalf of a designated Beneficiary of a deceased Participant who is not
a surviving spouse of such Participant, an Eligible Retirement Plan shall mean
an individual retirement account described in section 408(a) of the Code or an
individual retirement annuity described in section 408(b) of the Code,
established for the purpose of receiving the distribution only in a direct
trustee-to-trustee transfer, provided that such account or annuity accepts the
Beneficiary’s trustee-to-trustee Eligible Rollover Distribution.

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

      (iv)           
“Eligible Rollover Distribution” means 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’s designated Beneficiary, or for a
specified period of ten (10) years or more; any distribution to the extent such
distribution is required under section 401(a)(9) of the Code; any distribution
made after December 31, 1999 on account of Hardship; and in the case of a
distribution made before January 1, 2002, in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer
securities).

       

      Section
13.7                                Valuation
of Shares Upon Distribution to a Participant.

       

      Notwithstanding
any contrary provision in this Article XIII, in the event that all or a portion
of a payment of a distribution to a Participant is to be made in cash, such
Participant shall only be entitled to receive the proceeds of the Shares
allocated to his Account that are sold in connection with such distribution and
which are valued as of the date of such sale.

       

      Section
13.8                                Put
Options.

       

      (a)           Subject
to section 13.8(c) and except as provided otherwise in section 13.8(b), each
Participant or Former Participant to whom Shares are distributed under the Plan,
each Beneficiary of a deceased Participant or Former Participant, including the
estate of a deceased Participant or Former Participant, to whom Shares are
distributed under the Plan, and each person to whom such a Participant, Former
Participant or Beneficiary gives Shares that have been distributed under the
Plan shall have the right to require the Employer to purchase from him all or
any portion of such Shares. A person shall exercise such right by delivering to
the Employer a written notice, in such form and manner as the Employer may by
written notice to such person prescribe, setting forth the number of Shares to
be purchased by the Employer, the number of the stock certificate evidencing
such person’s ownership of such Shares, and the effective date of the purchase.
Such notice shall be given at least 30 days in advance of the effective date of
purchase, and the effective date of purchase specified therein shall be, either
within the 60 day period that begins on the date on which the Shares to be
purchased by the Employer were distributed from the Plan or within the 60 day
period that begins on the first day of the Plan Year immediately following the
Plan Year in which the Shares to be purchased by the Employer are distributed
from the Plan. As soon as practicable following its receipt of such a notice,
the Employer shall take such actions as are necessary to purchase the Shares
specified in such notice at a price per Share equal to the Fair Market Value of
a Share determined as of the Valuation Date coincident with or immediately
preceding the effective date of the purchase.

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

      (b)           The
Employer shall have no obligation to purchase any Share (i) pursuant to a notice
that is not timely given, or on an effective date of purchase that is not within
the periods prescribed in section 13.8(a) or (ii) following the earliest date on
which Shares are publicly traded on an established market.

       

      (c)           This
section 13.8 shall not apply so long as the Employer is prohibited by law from
redeeming or purchasing its own securities.

       

      Section
13.9                                Right
of First Refusal.

       

      (a)           Subject
to section 13.9(d), for any period during which Shares are not publicly traded
in any established market, no person who owns Shares that were distributed from
the Plan, other than a person to whom such Shares were sold in compliance with
this section 13.9, shall sell such Shares to any person other than the Employer
without first offering to sell such Shares to the Employer in accordance with
this section 13.9.

       

      (b)           In
the event that a person to whom this section 13.9 applies shall receive and
desire to accept from a person other than the Employer an offer to purchase
Shares to which this section 13.9 applies, he shall furnish to the Employer a
written notice which shall:

       

      (i)           include
a copy of such offer to purchase;

       

      (ii)           offer
to sell to the Employer the Shares subject to such offer to purchase at a price
per Share that is equal to the greater of:

       

      (A)           the
price per Share specified in such offer to purchase; or

       

      (B)           the
Fair Market Value of a Share as of the Valuation Date coincident with or
immediately preceding the date of such notice;

       

      and
otherwise upon the same terms and conditions as those specified in such offer to
purchase; and

       

      (iii)           include
an indication of his intention to accept such offer to purchase if the Employer
does not accept his offer to sell.

       

      Such
person shall refrain from accepting such offer to purchase for a period of
fourteen days following the date on which such notice is given.

       

      (c)           Subject
to section 13.9(d), the Employer shall have the right to purchase the Shares
covered by the offer to sell contained in a notice given pursuant to section
13.9(b), on the terms and conditions specified in such notice, by written notice
given to the party making the offer to sell not later than the fourteenth day
after the notice described in section 13.9(b) is given. If the Employer does not
give such a notice during the prescribed fourteen day period, then the person
owning such Shares may accept the offer to purchase described in the
notice.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

      (d)           This
section 13.9 shall not apply so long as the Employer is prohibited by law from
redeeming or purchasing its own securities.

       

      ARTICLE
XIV

       

      


       

      Change in
Control

       

      Section
14.1                                Definition
of Change in Control.

       

      A Change
in Control of the Employer shall be deemed to have occurred upon the happening
of any of the following events:

       

      (a)           the
occurrence of any event upon which any “person” (as such term is used in
sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)), other than (A) a trustee or other fiduciary holding
securities under an employee benefit plan maintained for the benefit of
employees of Dime Community Bancshares, Inc.; (B) a corporation owned, directly
or indirectly, by the stockholders of Dime Community Bancshares, Inc. in
substantially the same proportions as their ownership of stock of Dime Community
Bancshares, Inc.; or (C) any group constituting a person in which employees of
Dime Community Bancshares, Inc. are substantial members, becomes the “beneficial
owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities issued by Dime Community Bancshares, Inc.
representing 25% or more of the combined voting power of all of Dime Community
Bancshares, Inc.’s then outstanding securities; or

       

      (b)           the
occurrence of any event upon which the individuals who on the date the Plan is
adopted are members of the Board, together with individuals whose election by
the Board or nomination for election by Dime Community Bancshares, Inc.’s
stockholders was approved by the affirmative vote of at least two-thirds of the
members of the Board then in office who were either members of the Board on the
date this Plan is adopted or whose nomination or election was previously so
approved, cease for any reason to constitute a majority of the members of the
Board, but excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of directors of Dime Community Bancshares, Inc.
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or

       

      (c)           the
shareholders of Dime Community Bancshares, Inc. approve either:

       

      (i)           a
merger or consolidation of Dime Community Bancshares, Inc. with any other
corporation, other than a merger or consolidation following which both of the
following conditions are satisfied:

       

      
        
          
          

        

        
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      (A)           either
(1) the members of the Board of Dime Community Bancshares, Inc. immediately
prior to such merger or consolidation constitute at least a majority of the
members of the governing body of the institution resulting from such merger or
consolidation; or (2) the shareholders of Dime Community Bancshares, Inc. own
securities of the institution resulting from such merger or consolidation
representing 80% or more of the combined voting power of all such securities
then outstanding in substantially the same proportions as their ownership of
voting securities of Dime Community Bancshares, Inc. before such merger or
consolidation; and

       

      (B)           the
entity which results from such merger or consolidation expressly agrees in
writing to assume and perform Dime Community Bancshares, Inc.’s obligations
under the Plan; or

       

      (ii)           a
plan of complete liquidation of Dime Community Bancshares, Inc. or an agreement
for the sale or disposition by Dime Community Bancshares, Inc. of all or
substantially all of its assets; and

       

      (d)           any
event that would be described in section 14.1(b)(i), (ii) or (iii) if “Bank”
were substituted for “Dime Community Bancshares, Inc.” therein; and

       

      In no
event, however, shall the transaction by which the Bank converts from a mutual
savings bank to a stock savings bank, or any transaction by which a company
wholly owned by the Bank becomes the parent company of the Bank be deemed a
Change in Control.

       

      Section
14.2                                Vesting
on Change of Control.

       

      Upon the
effective date of a Change in Control, the Account of each person who would
then, upon termination of the Plan, be entitled to a benefit, shall be fully
vested and nonforfeitable.

       

      Section
14.3                                Repayment
of Loan.

       

      (a)           Upon
a Change in Control described in section 14.1(c) (or which would be described in
section 14.1(c) if “Bank” were substituted for “Dime Community Bancshares, Inc.”
thereunder), the Committee shall direct the Trustee to sell a sufficient number
of Shares to repay any outstanding Share Acquisition Loan in full. The proceeds
of such sale shall be used to repay such Share Acquisition Loan immediately
prior to the closing of the transaction. After repayment of the Share
Acquisition Loan, all remaining Shares which had been unallocated (or the
proceeds thereof, if applicable) shall be allocated among the accounts of all
Participants who were employed by an Employer on the effective date of such
Change in Control. Such allocation of Shares or proceeds shall be credited as of
the date on which the Change in Control occurs to the Accounts of each person
with an undistributed, vested Account balance, in proportion to the balances
credited to such Accounts immediately prior to such allocation. If any amount
cannot be allocated to an affected Participant in the year of such Change in
Control as a result of the limitations of section 415 of the Code, the amounts
will be allocated in subsequent years to those persons who were affected
Participants and who continue to be Participants in the Plan until finally
distributed to affected Participants.

       

      
        
          
          

        

        
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      (b)           In
the event that the application of section 415 of the Code prevents the
allocation of all of the Shares or other assets released from the Loan Repayment
Account as provided in section 14.3(a) as of the effective date of the Change in
Control, each affected Participant shall be entitled to receive a supplemental
benefit payment directly from the Employer. The supplemental benefit payment to
each affected Participant shall be an amount equal to the excess
of:

       

      (i)           the
total amount of Shares or other property that would be allocated to such
affected Participant’s Account under section 14.3(a) if section 415 of the Code
did not apply; over

       

      (ii)           the
total of Shares or other property actually allocated to such affected
Participant’s Account under section 14.3(a).

       

      Such
payment (without offset for any allocations which may occur under this Plan
subsequent to the Change in Control) shall be made as soon as practicable, but
in any event within ten (10) business days, after the effective date of the
Change in Control. This section 14.3(b) shall be treated as a separate,
non-qualified “excess benefit plan” within the meaning of section 3(34) of ERISA
and shall be interpreted, administered and enforced in a manner consistent with
this intention. To the extent that any affected Participant is entitled to the
same or a similar payment under any other nonqualified plan, program or
arrangement of the Employer, any payment under this section 14.3(b) shall be
coordinated with the payments under such other non-qualified programs, plan or
arrangements in such manner as shall be determined by the Committee to be
necessary to prevent the duplication of benefits.

       

      Section
14.4                                Plan
Termination After Change in Control.

       

      After
repayment of the loan and allocation of shares or proceeds as provided in
section 14.2, the Plan shall be terminated and all amounts shall be distributed
as soon as practicable.

       

      Section
14.5                                Amendment
of Article XIV.

       

      Article
XIV of the Plan may not be amended after a Change in Control of the Employer
unless required by the Internal Revenue Service as a condition to the continued
treatment of the Plan as a tax-qualified plan under section 401 (a) of the
Code.

       

      ARTICLE
XV

       

      


       

      Administration

       

      Section
15.1                                Named
Fiduciaries.

       

      The term
“Named Fiduciary” shall mean (but only to the extent of the responsibilities of
each of them) the Plan Administrator, the Committee, the Board and the Trustee.
This Article XV is intended to allocate to each Named Fiduciary the
responsibility for the prudent execution of the functions assigned to him or it,
and none of such responsibilities or any other responsibility shall be shared by
two or more of such Named Fiduciaries. Whenever one Named Fiduciary is required
by the Plan or Trust Agreement to follow the directions of another Named
Fiduciary, the two Named Fiduciaries shall not be deemed to have been assigned a
shared responsibility, but the responsibility of the Named Fiduciary giving the
directions shall be deemed his sole responsibility, and the responsibility of
the Named Fiduciary receiving those directions shall be to follow them insofar
as such instructions are on their face proper under applicable law.

       

      
        
          
          

        

        
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      Section
15.2                                Plan
Administrator.

       

      There
shall be a Plan Administrator, who shall be the Senior Human Resources Officer
of Dime Community Bancshares, Inc., or such Employee or officer as may be
designated by the Committee, as hereinafter provided, and who shall, subject to
the responsibilities of the Committee and the Board, have the responsibility for
the day-to-day control, management, operation and administration of the Plan
(except trust duties). The Plan Administrator shall have the following
responsibilities:

       

      (a)           To
maintain records necessary or appropriate for the administration of the
Plan;

       

      (b)           To
give and receive such instructions, notices, information, materials, reports and
certifications to the Trustee as may be necessary or appropriate in the
administration of the Plan;

       

      (c)           To
prescribe forms and make rules and regulations consistent with the terms of the
Plan and with the interpretations and other actions of the
Committee;

       

      (d)           To
require such proof of age or evidence of good health of an Employee, Participant
or Former Participant or the spouse of either, or of a Beneficiary as may be
necessary or appropriate in the administration of the Plan;

       

      (e)           To
prepare and file, distribute or furnish all reports, plan descriptions, and
other information concerning the Plan, including, without limitation, filings
with the Secretary of Labor and communications with Participants, Former
Participants and other persons, as shall be required of the Plan Administrator
under ERISA;

       

      (f)           To
determine any question arising in connection with the Plan, and the Plan
Administrator’s decision or action in respect thereof shall be final and
conclusive and binding upon the Employer, the Trustee, Participants, Former
Participants, Beneficiaries and any other person having an interest under the
Plan; provided, however,
that any question relating to inconsistency or omission in the Plan, or
interpretation of the provisions of the Plan, shall be referred to the Committee
by the Plan Administrator and the decision of the Committee in respect thereof
shall be final;

       

      (g)           Subject
to the provisions of section 15.5, to review and dispose of claims under the
Plan filed pursuant to section 15.4;

       

      
        
          
          

        

        
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      (h)           If
the Plan Administrator shall determine that by reason of illness, senility,
insanity, or for any other reason, it is undesirable to make any payment to a
Participant, Former Participant, Beneficiary or any other person entitled
thereto, to direct the application of any amount so payable to the use or
benefit of such person in any manner that he may deem advisable or to direct in
his discretion the withholding of any payment under the Plan due to any person
under legal disability until a representative competent to receive such payment
in his behalf shall be appointed pursuant to law;

       

      (i)           To
discharge such other responsibilities or follow such directions as may be
assigned or given by the Committee or the Board; and

       

      (j)           To
perform any duty or take any action which is allocated to the Plan Administrator
under the Plan.

       

      The Plan
Administrator shall have the power and authority necessary or appropriate to
carry out his responsibilities. The Plan Administrator may resign only by giving
at least 30 days’ prior written notice of resignation to the Committee, and such
resignation shall be effective on the date specified in such
notice.

       

      Section
15.3                                Committee
Responsibilities.

       

      The
Committee shall, subject to the responsibilities of the Board, have the
following responsibilities:

       

      (a)           To
review the performance of the Plan Administrator;

       

      (b)           To
hear and decide appeals, pursuant to the claims procedure contained in section
15.5 of the Plan, taken from the decisions of the Plan
Administrator;

       

      (c)           To
hear and decide questions, including interpretation of the Plan, as may be
referred to the Committee by the Plan Administrator;

       

      (d)           To
review the performance of the Trustee and such investment managers as may be
appointed in or pursuant to the Trust Agreement in investing, managing and
controlling the assets of the Plan;

       

      (e)           To
the extent required by ERISA, to establish a funding policy and method
consistent with the objectives of the Plan and the requirements of ERISA, and to
review such policy and method at least annually;

       

      (f)           To
report and make recommendations to the Board regarding changes in the Plan,
including changes in the operation and management of the Plan and removal and
replacement of the Trustee and such investment managers as may be appointed in
or pursuant to the Trust Agreement;

       

      (g)           To
designate an Alternate Plan Administrator to serve in the event that the Plan
Administrator is absent or otherwise unable to discharge his
responsibilities;

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

      (h)           To
remove and replace the Plan Administrator or Alternate, or both of them, and to
fill a vacancy in either office;

       

      (i)           To
the extent provided under and subject to the provisions of the Trust Agreement,
to appoint “investment managers” as defined in section 3(38) of ERISA to manage
and control (including acquiring and disposing of) all or any of the assets of
the Plan;

       

      (j)           With
the prior approval of the Board, to direct the Trustee to obtain one or more
Share Acquisition Loans;

       

      (k)           To
develop and provide procedures and forms necessary to enable Participants to
give voting and tendering directions on a confidential basis;

       

      (l)           To
discharge such other responsibilities or follow such directions as may be
assigned or given by the Board; and

       

      (m)           To
perform any duty or take any action which is allocated to the Committee under
the Plan.

       

      The
Committee shall have the power and authority necessary or appropriate to carry
out its responsibilities.

       

      Section
15.4                                Claims
Procedure.

       

      Any claim
relating to benefits under the Plan shall be filed with the Plan Administrator
on a form prescribed by him. If a claim is denied in whole or in part, the Plan
Administrator shall give the claimant written notice of such denial, which
notice shall specifically set forth:

       

      (a)           The
reasons for the denial;

       

      (b)           The
pertinent Plan provisions on which the denial was based;

       

      (c)           Any
additional material or information necessary for the claimant to perfect his
claim and an explanation of why such material or information is needed;
and

       

      (d)           An
explanation of the Plan’s procedure for review of the denial of the
claim.

       

      In the
event that the claim is not granted and notice of denial of a claim is not
furnished by the 30th day after such claim was filed, the claim shall be deemed
to have been denied on that day for the purpose of permitting the claimant to
request review of the claim.

       

      Section
15.5                                Claims
Review Procedure.

       

      Any
person whose claim filed pursuant to section 15.4 has been denied in whole or in
part by the Plan Administrator may request review of the claim by the Committee,
upon a form prescribed by the Plan Administrator. The claimant shall file such
form (including a statement of his position) with the Committee no later than 60
days after the mailing or delivery of the written notice of denial provided for
in section 15.4, or, if such notice is not provided, within 60 days after such
claim is deemed denied pursuant to section 15.4. The claimant shall be permitted
to review pertinent documents. A decision shall be rendered by the Committee and
communicated to the claimant not later than 30 days after receipt of the
claimant’s written request for review. However, if the Committee finds it
necessary, due to special circumstances (for example, the need to hold a
hearing), to extend this period and so notifies the claimant in writing, the
decision shall be rendered as soon as practicable, but in no event later than
120 days after the claimant’s request for review. The Committee’s decision shall
be in writing and shall specifically set forth:

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

      (a)           The
reasons for the decision; and

       

      (b)           The
pertinent Plan provisions on which the decision is based.

       

      Any such
decision of the Committee shall be binding upon the claimant and the Employer,
and the Plan Administrator shall take appropriate action to carry out such
decision.

       

      Section
15.6                                Allocation
of Fiduciary Responsibilities and Employment of Advisors.

       

      Any Named
Fiduciary may:

       

      (a)           Allocate
any of his or its responsibilities (other than trustee responsibilities) under
the Plan to such other person or persons as he or it may designate, provided
that such allocation and designation shall be in writing and filed with the Plan
Administrator;

       

      (b)           Employ
one or more persons to render advice to him or it with regard to any of his or
its responsibilities under the Plan; and

       

      (c)           Consult
with counsel, who may be counsel to the Employer.

       

      Section
15.7                                Other
Administrative Provisions.

       

      (a)           Any
person whose claim has been denied in whole or in part must exhaust the
administrative review procedures provided in section 15.5 prior to initiating
any claim for judicial review.

       

      (b)           No
bond or other security shall be required of a member of the Committee, the Plan
Administrator, or any officer or Employee of the Employer to whom fiduciary
responsibilities are allocated by a Named Fiduciary, except as may be required
by ERISA.

       

      (c)           Subject
to any limitation on the application of this section 15.7(c) pursuant to ERISA,
neither the Plan Administrator, nor a member of the Committee, nor any officer
or Employee of the Employer to whom fiduciary responsibilities are allocated by
a Named Fiduciary, shall be liable for any act of omission or commission by
himself or by another person, except for his own individual willful and
intentional malfeasance.

       

      
        
          
          

        

        
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      (d)           The
Plan Administrator or the Committee may, except with respect to actions under
section 15.5, shorten, extend or waive the time (but not beyond 60 days)
required by the Plan for filing any notice or other form with the Plan
Administrator or the Committee, or taking any other action under the
Plan.

       

      (e)           The
Plan Administrator or the Committee may direct that the costs of services
provided pursuant to section 15.6, and such other reasonable expenses as may be
incurred in the administration of the Plan, shall be paid out of the funds of
the Plan unless the Employer shall pay them.

       

      (f)           Any
person, group of persons, committee, corporation or organization may serve in
more than one fiduciary capacity with respect to the Plan.

       

      (g)           Any
action taken or omitted by any fiduciary with respect to the Plan, including any
decision, interpretation, claim denial or review on appeal, shall be conclusive
and binding on all interested parties and shall be subject to judicial
modification or reversal only to the extent it is determined by a court of
competent jurisdiction that such action or omission was arbitrary and capricious
and contrary to the terms of the Plan.

       

      ARTICLE
XVI

       

      


       

      Amendment, Termination and
Tax Qualification

       

      Section
16.1                                Amendment and Termination by
Dime Community Bancshares, Inc.

       

      The
Employer expects to continue the Plan indefinitely, but specifically reserves
the right, in its sole discretion except as provided otherwise in sections 14.5
and 19.5, at any time, by appropriate action of the Board, to amend, in whole or
in part, any or all of the provisions of the Plan and to terminate the Plan at
any time. Subject to the provisions of section 16.2, no such amendment or
termination shall permit any part of the Trust Fund to be used for or diverted
to purposes other than for the exclusive benefit of Participants, Former
Participants, Beneficiaries or other persons entitled to benefits, and no such
amendment or termination shall reduce the accrued benefit of any Participant,
Former Participant, Beneficiary or other person who may be entitled to benefits,
without his consent. In the event of a termination or partial termination of the
Plan, or in the event of a complete discontinuance of the Employer’s
contributions to the Plan, the Accounts of each affected person shall forthwith
become nonforfeitable and shall be payable in accordance with the provisions of
Article XIII.

       

      Section
16.2                                Amendment or Termination
Other Than by Dime Community Bancshares, Inc.

       

      In the
event that a corporation or trade or business other than Dime Community
Bancshares, Inc. shall adopt this Plan, such corporation or trade or business
shall, by adopting the Plan, empower Dime Community Bancshares, Inc. to amend or
terminate the Plan, insofar as it shall cover employees of such corporation or
trade or business, upon the terms and conditions set forth in section 16.1;
provided however, that
any such corporation or trade or business may, by action of its board of
directors or other governing body, amend or terminate the Plan, insofar as it
shall cover employees of such corporation or trade or business, at different
times and in a different manner. In the event of any such amendment or
termination by action of the board of directors or other governing body of such
a corporation or trade or business, a separate plan shall be deemed to have been
established for the employees of such corporation or trade or business, and the
assets of such plan shall be segregated from the assets of this Plan at the
earliest practicable date and shall be dealt with in accordance with the
documents governing such separate plan.

       

      
        
          
          

        

        
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      Section
16.3                                Conformity
to Internal Revenue Code.

       

      The
Employer has established the Plan with the intent that the Plan and Trust will
at all times be qualified under section 401(a) and exempt under section 501(a)
of the Code and with the intent that contributions under the Plan will be
allowed as deductions in computing the net income of the Employer for federal
income tax purposes, and the provisions of the Plan and Trust Agreement shall be
construed to effectuate such intentions. Accordingly, notwithstanding anything
to the contrary hereinbefore provided, the Plan and the Trust Agreement may be
amended at any time without prior notice to Participants, Former Participants,
Beneficiaries or any other persons entitled to benefits, if such amendment is
deemed by the Board to be necessary or appropriate to effectuate such
intent.

       

      Section
16.4                                Contingent
Nature of Contributions.

       

      (a)           All
ESOP Contributions to the Plan are conditioned upon the issuance by the Internal
Revenue Service of a determination that the Plan and Trust are qualified under
section 401(a) of the Code and exempt under section 501(a) of the Code. If the
Employer applies to the Internal Revenue Service for such a determination within
90 days after the date on which it files its federal income tax return for its
taxable year that includes the last day of the Plan Year in which the Plan is
adopted, and if the Internal Revenue Service issues a determination that the
Plan and Trust are not so qualified or exempt, all ESOP Contributions made by
the Employer prior to the date of receipt of such a determination may, at the
election of the Employer, be returned to the Employer within one year after the
date of such determination.

       

      (b)           All
ESOP Contributions and Loan Repayment Contributions to the Plan are made upon
the condition that such ESOP Contributions and Loan Repayment Contributions will
be allowed as a deduction in computing the net income of the Employer for
federal income tax purposes. To the extent that any such deduction is
disallowed, the amount disallowed may, at the election of the Employer, be
returned to the Employer within one year after the deduction is
disallowed.

       

      (c)           Any
contribution to the Plan made by the Employer as a result of a mistake of fact
may, at the election of the Employer, be returned to the Employer within one
year after such contribution is made.

       

      
        
          
          

        

        
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      ARTICLE
XVII

       

      


       

      Special Rules for Top Heavy
Plan Years

       

      Section
17.1                                In
General.

       

      As of the
Determination Date for each Plan Year, the Plan Administrator shall determine
whether the Plan is a Top Heavy Plan in accordance with the provisions of this
Article XVII. If, as of such Determination Date, the Plan is a Top Heavy Plan,
then the Plan Year immediately following such Determination Date shall be a Top
Heavy Plan Year and the special provisions of this Article XVII shall be in
effect; provided,
however, that if, as of the Determination Date for the Plan Year in which
the Effective Date occurs, the Plan is a Top Heavy Plan, such Plan Year shall be
a Top Heavy Plan Year, and the provisions of this Article XVII shall be given
retroactive effect for such Plan Year.

       

      Section
17.2                                Definition
of Top Heavy Plan.

       

      (a)           Subject
to section 17.2(c), the Plan is a Top Heavy Plan if, as of a Determination Date:
(i) it is not a member of a Required Aggregation Group, and (ii)(A) the sum of
the Cumulative Accrued Benefits of all Key Employees exceeds 60% of (B) the sum
of the Cumulative Accrued Benefits of all Employees (excluding former Key
Employees), former Employees (excluding former Key Employees and other former
Employees who have not performed any services for the Employer or any Affiliated
Employer during the immediately preceding five Plan Years), and their
Beneficiaries.

       

      (b)           Subject
to section 17.2(c), the Plan is a Top Heavy Plan if, as of a Determination Date:
(i) the Plan is a member of a Required Aggregation Group, and (ii)(A) the sum of
the Cumulative Accrued Benefits of all Key Employees under all plans that are
members of the Required Aggregation Group exceeds 60% of (B) the sum of the
Cumulative Accrued Benefits of all Employees (excluding former Key Employees),
former Employees (excluding former Key Employees and other former Employees who
have not performed any services for the Employer or any Affiliated Employer
during the immediately preceding five Plan Years), and their Beneficiaries under
all plans that are members of the Required Aggregation Group.

       

      (c)           Notwithstanding
sections 17.2(a) and 17.2(b), the Plan is not a Top Heavy Plan if, as of a
Determination Date: (i) the Plan is a member of a Permissible Aggregation Group,
and (ii)(A) the sum of the Cumulative Accrued Benefits of all Key Employees
under all plans that are members of the Permissible Aggregation Group does not
exceed 60% of (B) the sum of the Cumulative Accrued Benefits of all Employees
(excluding former Key Employees), former Employees (excluding former Key
Employees and other former Employees who have not performed any services for the
Employer or any Affiliated Employer during the immediately preceding five Plan
Years), and their Beneficiaries under all plans that are members of the
Permissible Aggregation Group.

       

      
        
          
          

        

        
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      Section
17.3                                Determination
Date.

       

      The
Determination Date for the Plan Year in which the Effective Date occurs shall be
the last day of such Plan Year, and the Determination Date for each Plan Year
beginning after the Plan Year in which the Effective Date occurs shall be the
last day of the preceding Plan Year. The Determination Date for any other
qualified plan maintained by the Employer for a plan year shall be the last day
of the preceding plan year of each such plan, except that in the case of the
first plan year of such plan, it shall be the last day of such first plan
year.

       

      Section
17.4                                Cumulative
Accrued Benefits.

       

      (a)           An
individual’s Cumulative Accrued Benefits under this Plan as of a Determination
Date are equal to the sum of:

       

      (i)           the
balance credited to such individual’s Account under this Plan as of the most
recent Valuation Date preceding the Determination Date;

       

      (ii)           the
amount of any ESOP Contributions or Loan Repayment Contributions made after such
Valuation Date but on or before the Determination Date; and

       

      (iii)           the
amount of any distributions of such individual’s Cumulative Accrued Benefits
under the Plan during the five year period (for all distributions for Plan Years
beginning before January 1, 2002) or one year period (for all distributions for
Plan Years beginning after December 31, 2001) ending on the Determination
Date.

       

      For
purposes of this section 17.4(a), the computation of an individual’s Cumulative
Accrued Benefits, and the extent to which distributions, rollovers and transfers
are taken into account, will be made in accordance with section 416 of the Code
and the regulations thereunder.

       

      (b)           For
purposes of this Plan, the term “Cumulative Accrued Benefits” with respect to
any other qualified plan, shall mean the cumulative accrued benefits determined
for purposes of section 416 of the Code under the provisions of such
plans.

       

      (c)           For
purposes of determining the top heavy status of a Required Aggregation Group or
a Permissible Aggregation Group, the Cumulative Accrued Benefits under this Plan
and the Cumulative Accrued Benefits under any other plan shall be determined as
of the Determination Date that fails within the same calendar year as the
Determination Dates for all other members of such Required Aggregation Group or
Permissible Aggregation Group.

       

      Section
17.5                                Key
Employees.

       

      (a)           For
purposes of the Plan, the term Key Employee means any employee or former
employee of the Employer or any Affiliated Employer who is at any time during
the current Plan Year or (for Plan Years beginning before January 1, 2002) was
at any time during the immediately preceding four Plan Years:

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      (i)           a
Five Percent Owner;

       

      (ii)           a
person who would be described in section 1.27 if the number “1%” were
substituted for the number “5%” in section 1.27 and who has an annual Total
Compensation from the Employer and any Affiliated Employer of more than
$150,000;

       

      (iii)           an
Officer of the Employer or any Affiliated Employer who has an annual Total
Compensation greater than 50% of the amount in effect under section 415(b)(1)(A)
of the Code for any such Plan Year (for Plan Years beginning before January 1,
2002) and ((B) the greater of $130,000 or such higher amount as may be
prescribed under section 416(i) of the Code (for Plan Years beginning after
December 31, 2001); or

       

      (iv)           for
Plan Years beginning before January 1, 2002, one of the ten persons owning the
largest interests in the Employer and having an annual Total Compensation from
the Employer or any Affiliated Employer in excess of the dollar limitation in
effect under section 415(c)(1)(A) of the Code for such Plan Year.

       

      (b)           For
purposes of section 17.5(a):

       

      (i)           for
purposes of section 17.5(a)(iii), in the event the Employer or any Affiliated
Employer has more officers than are considered Officers, the term Key Employee
shall mean those officers, up to the maximum number, with the highest annual
compensation in any one of the five consecutive Plan Years ending on the
Determination Date; and

       

      (ii)           for
purposes of section 17.5(a)(iv), if two or more persons have equal ownership
interests in the Employer, each such person shall be considered as having a
larger ownership interest than any such person with a lower annual compensation
from the Employer or any Affiliated Employer.

       

      (c)           For
purposes of section 17.5(a): (i) a person’s compensation from Affiliated
Employers shall be aggregated, but his ownership interests in Affiliated
Employers shall not be aggregated; (ii) an employee shall only be deemed to be
an officer if he has the power and responsibility of a person who is an officer
within the meaning of section 416 of the Code; and (iii) the term Key Employee
shall also include the Beneficiary of a deceased Key Employee.

       

      Section
17.6                                Required
Aggregation Group.

       

      For
purposes of this Article XVII, a Required Aggregation Group shall consist of (a)
this Plan; (b) any other qualified plans currently maintained (or previously
maintained and terminated within the five year period ending on the
Determination Date) by the Employer and any Affiliated Employers that cover Key
Employees; and (c) any other qualified plans currently maintained (or previously
maintained and terminated within the five year period ending on the
Determination Date) by the Employer and any Affiliated Employers that cover Key
Employees that are required to be aggregated for purposes of satisfying the
requirements of sections 401(a)(4) or 410(b) of the Code.

       

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

      Section
17.7                                Permissible
Aggregation Group.

       

      For
purposes of this Article XVII, a Permissible Aggregation Group shall consist of
(a) the Required Aggregation Group and (b) any other qualified plans maintained
by the Employer and any Affiliated Employers; provided, however, that the
Permissible Aggregation Group must satisfy the requirements of sections
401(a)(4) and 410(b) of the Code.

       

      Section
17.8                                Special
Requirements During Top Heavy Plan Years.

       

      (a)           Notwithstanding
any other provision of the Plan to the contrary, for each Top Heavy Plan Year,
in the case of a Participant (other than a Key Employee) on the last day of such
Top Heavy Plan Year who is not also a participant in another qualified plan
which satisfies the minimum contribution and benefit requirements of section 416
of the Code with respect to such Participant, the sum of the ESOP Contributions
and Loan Repayment Contributions made with respect to such Participant, when
expressed as a percentage of his Total Compensation for such Top Heavy Plan
Year, shall not be less than 3% of such Participant’s Total Compensation for
such Top Heavy Plan Year or, if less, the highest combined rate, expressed as a
percentage of Total Compensation at which ESOP Contributions and Loan Repayment
Contributions were made on behalf of a Key Employee for such Top Heavy Plan
Year. The Employer shall make an additional contribution to the Account of each
Participant to the extent necessary to satisfy the foregoing
requirement.

       

      (b)           For
any Top Heavy Plan Year beginning before January 1, 2000, the number “1.0” shall
be substituted for the number “1.25” in sections 8.2(c)(iii) and 8.2(c)(iv),
except that:

       

      (i)           this
section 17.8(b) shall not apply to any individual for a Top Heavy Plan Year that
is not a Super Top Heavy Plan Year if the requirements of section 17.8(a) would
be satisfied for such Super Top Heavy Plan Year if the number “4%” were
substituted for the number 3% in section 17.8(a); and

       

      (ii)           this
section 17.8(b) shall not apply to an individual for a Top Heavy Plan Year if,
during such Top Heavy Plan Year, there are no ESOP Contributions or Loan
Repayment Contributions allocated to such individual under this Plan, there are
no contributions under any other qualified defined contribution plan maintained
by the Employer, and there are no accruals for such individual under any
qualified defined benefit plan maintained by the Employer.

       

      For
purposes of this section 17.8(b), the term Super Top Heavy Plan Year means a Top
Heavy Plan Year in which the Plan would meet the definitional requirements of
sections 17.2(a) or 17.2(b) if the term “90%” were substituted for the term
“60%” in sections 17.2(a), 17.2(b) and 17.2(c).

       

      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

      ARTICLE
XVIII

       

      


       

      Miscellaneous
Provisions

       

      Section
18.1                                Governing
Law.

       

      The Plan
shall be construed, administered and enforced according to the laws of the State
of New York without giving effect to the conflict of laws principles thereof,
except to the extent that such laws are preempted by federal law.

       

      Section
18.2                                No
Right to Continued Employment.

       

      Neither
the establishment of the Plan, nor any provisions of the Plan or of the Trust
Agreement establishing the Trust Fund nor any action of the Plan Administrator,
the Committee or the Trustee, shall be held or construed to confer upon any
Employee any right to a continuation of employment by the Employer. The Employer
reserves the right to dismiss any Employee or otherwise deal with any Employee
to the same extent as though the Plan had not been adopted.

       

      Section
18.3                                Construction
of Language.

       

      Wherever
appropriate in the Plan, words used in the singular may be read in the plural,
words used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine and the
neuter. Any reference to an Article or section number shall refer to an Article
or section of the Plan, unless otherwise indicated.

       

      Section
18.4                                Headings.

       

      The
headings of Articles and sections are included solely for convenience of
reference. If there is any conflict between such headings and the text of the
Plan, the text shall control.

       

      Section
18.5                                Merger
with Other Plans.

       

      The Plan
shall not be merged or consolidated with, nor transfer its assets or liabilities
to, any other plan unless each Participant, Former Participant, Beneficiary and
other person entitled to benefits, would (if that plan then terminated) receive
a benefit immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit he would have been entitled to receive if the
Plan had terminated immediately before the merger, consolidation or
transfer.

       

      Section
18.6                                Non-alienation
of Benefits.

       

      (a)           Except
as provided in section 18.6(b) and (c), the right to receive a benefit under the
Plan shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such right be liable for or subject to debts, contracts,
liabilities or torts. Should any Participant, Former Participant or other person
attempt to anticipate, alienate or assign his interest in or right to a benefit,
or should any person claiming against him seek to subject such interest or right
to legal or equitable process, all the interest or right of such Participant or
Former Participant or other person entitled to benefits in the Plan shall cease,
and in that event such interest or right shall be held or applied, at the
direction of the Plan Administrator, for or to the benefit of such Participant
or Former Participant, or other person or his spouse, children or other
dependents in such manner and in such proportions as the Plan Administrator may
deem proper.

       

      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

      (b)           This
section 18.6 shall not prohibit the Plan Administrator from recognizing a
Domestic Relations Order that is determined to be a Qualified Domestic Relations
Order in accordance with section 18.7.

       

      (c)           Notwithstanding
anything in the Plan to the contrary, a Participant’s, Former Participant’s or
Beneficiary’s Accounts under the Plan may be offset by any amount such
Participant, Former Participant or Beneficiary is required or ordered to pay to
the Plan if:

       

      (i)           the
order or requirement to pay arises: (A) under a judgment issued on or after
August 5, 1997 of conviction for a crime involving the Plan; (B) under a civil
judgment (including a consent order or decree) entered by a court on or after
August 5, 1997 in an action brought in connection with a violation (or alleged
violation) of part 4 of subtitle B of title I of ERISA; or (C) pursuant to a
settlement agreement entered into on or after August 5, 1997 between the
Participant, Former Participant or Beneficiary and one or both of the United
States Department of Labor and the Pension Benefit Guaranty Corporation in
connection with a violation (or alleged violation) of part 4 of subtitle B of
title I of ERISA by a fiduciary or any other person; and

       

      (ii)           the
judgment, order, decree or settlement agreement expressly provides for the
offset of all or part of the amount ordered or required to be paid to the Plan
against the Participant’s, For Participant’s or Beneficiary’s benefits under the
Plan.

       

      Section
18.7                                Procedures
Involving Domestic Relations Orders.

       

      Upon
receiving a Domestic Relations Order, the Plan Administrator shall segregate in
a separate account or in an escrow account or separately account for the amounts
payable to any person pursuant to such Domestic Relations Order, pending a
determination whether such Domestic Relations Order constitutes a Qualified
Domestic Relations Order, and shall give notice of the receipt of the Domestic
Relations Order to the Participant or Former Participant and each other person
affected thereby. If, within 18 months after receipt of such Domestic Relations
Order, the Plan Administrator, a court of competent jurisdiction or another
appropriate authority determines that such Domestic Relations Order constitutes
a Qualified Domestic Relations Order, the Plan Administrator shall direct the
Trustee to pay the segregated amounts (plus any interest thereon) to the person
or persons entitled thereto under the Qualified Domestic Relations Order. If it
is determined that the Domestic Relations Order is not a Qualified Domestic
Relations Order or if no determination is made within the prescribed 18-month
period, the segregated amounts shall be distributed as though the Domestic
Relations Order had not been received, and any later determination that such
Domestic Relations Order constitutes a Qualified Domestic Relations Order shall
be applied only with respect to benefits that remain undistributed on the date
of such determination. The Plan Administrator shall be authorized to establish
such reasonable administrative procedures as he deems necessary or appropriate
to administer this section 18.7. This section 18.7 shall be construed and
administered so as to comply with the requirements of section 401(a)(13) of the
Code.

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

      Section
18.8                                Leased
Employees.

       

      (a)           Subject
to section 18.8(b), a leased employee shall be treated as an Employee for
purposes of the Plan. For purposes of this section 18.8, the term “leased
employee” means any person (i) who would not, but for the application of this
section 18.8, be an Employee and (ii) who pursuant to an agreement between the
Employer and any other person (“leasing organization”) has performed for the
Employer (or for the Employer and related persons determined in accordance with
section 414(n)(6) of the Code), on a substantially full-time basis for a period
of at least one year, services of a type historically performed by employees in
the business field of the Employer: (i) prior to January 1, 1997, services of a
type historically performed by employees in the business field of the Bank; and
(ii) after December 31, 1996, services under the primary direction or control of
the Bank.

       

      (b)           For
purposes of the Plan:

       

      (i)           contributions
or benefits provided to the leased employee by the leasing organization which
are attributable to services performed for the Employer shall be treated as
provided by the Employer; and

       

      (ii)           section
18.8(a) shall not apply to a leased employee if:

       

      (A)           the
number of leased employees performing services for the Employer does not exceed
20% of the number of the Employer’s Employees who are not Highly Compensated
Employees; and

       

      (B)           such
leased employee is covered by a money purchase pension plan providing (I) a
nonintegrated contribution rate of at least 10% of the leased employee’s
compensation; (II) immediate participation; (III) full and immediate vesting;
and (IV) coverage for all of the employees of the leasing organization (ether
than employees who perform substantially all of their services for the leasing
organization).

       

      Section
18.9                                Status
as an Employee Stock Ownership Plan.

       

      It is
intended that the Plan constitute an “employee stock ownership plan,” as defined
in section 4975(e)(7) of the Code and section 407(d)(6) of ERISA. The Plan shall
be construed and administered to give effect to such intent.

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

      ARTICLE
XIX

       

      


       

      Additional
Provisions

       

      Section
19.1                                401(k)
Safe Harbor Contribution.

       

      (a)           For
the calendar years ending December 31, 2000, 2001, 2002, 2003, 2004, 2005 and
2006, the Employer shall make a 401(k) Safe Harbor Contribution to the Plan to
each person who is an Eligible Employee at any time during such calendar year,
excluding only those person who first become Eligible Employees during such
calendar year and subsequently cease to be Eligible Employees prior to the
earliest date on which they could have enrolled in The Dime Savings Bank of
Williamsburgh 401(k) Savings Plan in RSI Retirement Trust. Solely for purposes
of this section 19.1, all persons who are eligible to participate in The Dime
Savings Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust, shall
be deemed to be Participants for the period that coincides to the period during
which they could have been enrolled in The Dime Savings Bank of Williamsburgh
401(k) Savings Plan in RSI Retirement Trust.  Subject to the
limitations of Article VIII, the amount of the 401(k) Safe Harbor Contribution
for each such calendar year for each person eligible therefor shall be shall be
equal to 3% of the Allocation Compensation actually paid to such person during
the portion of such calendar year for which he is a Participant. In the event
the Plan is terminated prior to December 1st of any
such calendar year pursuant to Article XVI, no 401(k) Safe Harbor Contribution
shall be required for such calendar year or any subsequent calendar
year.

       

      (b)           The
401(k) Safe Harbor Contributions for any calendar year shall be made not later
than the last day of the calendar year following the calendar year for which
they are made and shall be allocated to the 401(k) Safe Harbor Accounts of the
persons for whom they are made.

       

      (c)           Notwithstanding
any other provision of this Plan to the contrary, the balance credited to the
401(k) Safe Harbor Contribution Account of any person shall not be eligible for
distribution prior to such person’s termination of service except in a required
minimum distribution pursuant to section 13.5; provided, however, that
notwithstanding the foregoing, after such 401(k) Safe Harbor Contributions have
been allocated, the Plan Administrator may direct that they be transferred to
accounts established for such persons under the Dime Savings Bank of
Williamsburgh 401(k) Savings Plan in RSI Retirement Trust or another
tax-qualified defined contribution plan maintained by the Employer, which
accounts shall be available for withdrawal or distribution in accordance with
the terms of the transferee plan and subject to any additional terms, conditions
and limitations imposed under section 401(k)(2)(B) and (C) of the
Code.

       

      (d)           The
401(k) Safe Harbor Contributions made pursuant to this section 19.1 are intended
to enable the Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI
Retirement Trust qualify for the alternative method of satisfying the
nondiscrimination requirements imposed under section 401(k)(3)(a)(ii) of the
Code and shall be interpreted and administered to carry out such
intent.

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

      (e)           For
each year for which 401(k) Safe Harbor Contributions are made, the Plan
Administrator shall give, or cause to be given, to each Employee who is or may
be eligible to receive a 401(k) Safe Harbor Contribution for such year, a
detailed notice setting forth such Employee’s rights and obligations with
respect to the 401(k) Safe Harbor Contributions, which notice shall be given at
the time, be in such form, and contain such information as shall be required by
applicable law, including Notice 2000-3 or the corresponding provisions of any
successor authority.

       

      Section
19.2                                Dividend
Maintenance Contributions.

       

      (a)           Notwithstanding
anything in the Plan to the contrary other than the limitations in Article VIII,
if, for any calendar quarter during the period beginning July 1, 2000 and ending
June 30, 2006, Dime Community Bancshares, Inc. declares a dividend on its common
stock, par value $.01 per share, of less than $.17 per share, the Employer shall
make a Dividend Maintenance Contribution for such quarter. Subject to the
limitations of Article VIII the amount of any such Dividend Maintenance
Contribution shall be determined under the following formula:

       

      DMC=($.17
- DR) x X

      where:

       

      
        
          	
                   
      

                	
                                 
      DMC

                	
                  =

                	
                  the
      amount of the Dividend Maintenance
Contribution;

                


        

      

      
        	
                 
      

              	
                DR

              	
                =

              	
                the
      actual dividend rate per share on common stock, par value $.01 per share,
      of Dime Community Bancshares, Inc. for the period in question;
      and

              


      

      
        
          	
                   
      

                	
                  X

                	
                  =

                	
                  the
      applicable multiplier for the quarter in question, determined as
      follows:

                


        

      

      


      
        
          
            	
                    Quarters
      Ending

                  	
                    Applicable
      Multipler

                  
	
                    September,
      December 2000

                    March,
      June 2001

                  	
                    688,582

                  
	
                    September,
      December 2001

                    March,
      June 2002

                  	
                    572,202

                  
	
                    September,
      December 2002

                    March,
      June 2003

                  	
                    455,822

                  
	
                    September,
      December 2003

                    March,
      June 2004

                  	
                    339,442

                  
	
                    September,
      December 2004

                    March,
      June 2005

                  	
                    223,062

                  
	
                    September,
      December 2005

                    March,
      June 2006

                  	
                    106,682

                  


          

        

      

      


      ; provided, however, that such
amount shall be reduced to zero for any calendar quarter that ends after the
effective date of the Plan’s termination pursuant to section 16.2.

       

      
        
          
          

        

        
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      (b)           The
Dividend Maintenance Contributions (if any) for any quarter shall be made no
later than January 31 of the calendar year following the calendar year that
includes the quarter for which the contribution is made and shall be allocated
among the same persons who are eligible to receive 401(k) Safe Harbor
Contributions for the calendar year that includes such quarter. The amount
allocated to each such person shall be determined by multiplying the total
Dividend Maintenance Contributions being allocated by a fraction, the numerator
of which is the 401(k) Safe Harbor Contribution made for such person for such
calendar year and the denominator of which is the aggregate 401(k) Safe Harbor
Contributions made for the calendar year (or, if no 401(k) Safe Harbor
Contributions are made for such year, in portion to Allocation Compensation
actually paid while a Participant during the Plan Year). Dividend Maintenance
Contributions shall be treated as ESOP Contributions for all purposes of the
Plan.

       

      (c)           In
the event of any merger, consolidation, or other business reorganization in
which shares of common stock, par value $.0l per share, of Dime Community
Bancshares, Inc. are converted into or exchanged for any other security or
property, and in the event of any stock split, stock dividend or other event
generally affecting the number of shares of such common stock held by each
person who is then a holder of record of such shares, the formula for the
calculation of any Dividend Maintenance Contribution shall be adjusted, in such
manner as the Committee may determine to be necessary or appropriate, to prevent
the enlargement or dilution of the Dividend Maintenance Contribution that may be
or become due.

       

      Section
19.3                                Application
of Dividends on Certain Financed Shares.

       

      Notwithstanding
anything in the Plan to the contrary, dividends payable with respect to Shares
that are, as of July 1, 1999, pledged as collateral for a Share Acquisition Loan
that is outstanding as of July 1, 1990 (or dividends payable with respect to
securities received as the proceeds of sale or conversion of such Shares) shall
not be pledged as collateral for or used for the purpose of the repayment of
such Share Acquisition Loan. Any such dividends with a record date that is after
June 30, 2000 and prior to the date as of which such Shares are allocated to the
Accounts of Participants shall be allocated to the Accounts of Participants,
Former Participants and the Beneficiaries of deceased Former Participants as
investment earnings for the quarter in which the dividend is actually received
by the Trustee. The allocation to each such Account shall be calculated by
multiplying the aggregate amount of such dividends by a fraction, the numerator
of which is the balance credited to the Account as of the last day of quarter
immediately preceding the quarter in which the dividends are received and the
denominator of which is the aggregate balances credited to all Accounts as of
the last day of such immediately preceding quarter. Once allocated, such
dividends may, at the direction of the Committee, be paid out to the Account
holder within ninety (90) days after the end of the Plan Year in which they are
received by the Trustee.

       

      Section
19.4                                Additional
Loan Repayment Contributions.

       

      For each
Plan Year beginning after June 30, 2000 (or portion thereof) that occurs after
the occurrence of a Change in Control described in section 14.1(c) and before
the closing of the transaction whose approval has resulted in such Change in
Control, the Company shall make Loan Repayment Contributions in an amount equal
to the lesser of (a) the amount required to repay in full any outstanding Share
Acquisition Loan or (b) the maximum amount which may be contributed without
exceeding the limitations of Article VIII. Such contribution shall be made as of
the last day of the applicable Plan Year and the Shares and other property
released for allocation as a consequence thereof shall be allocated in the
manner provided in Article VII. In no event, however, shall any Loan Repayment
Contribution be required for any Plan Year that ends after the abandonment
(whether by unilateral repudiation, contractual termination or otherwise) prior
to closing of the transaction whose approval by stockholders triggered the
activation of this section 19.4.

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

      Section
19.5                                Amendment
of Article XIX.

       

      Notwithstanding
anything in the Plan to the contrary, the provisions of this Article XIX may not
be amended without the written consent of the Trustee unless, in the opinion of
legal counsel for the Employer, such amendment is necessary to maintain the
tax-qualified status of the Plan under the Code or otherwise to comply with the
requirements of applicable law, rule or regulation.

       


      
        
          
             

             

          

           


        

        
          65