Amendment to Dime Bancorp, Inc. Stock Incentive Plan (Effective December 20, 2001)
This amendment updates the Dime Bancorp, Inc. Stock Incentive Plan to allow holders of Non-Qualified Stock Options to transfer these options to certain family members, family-only partnerships, or trusts for family members, unless otherwise restricted by the Committee. The amendment defines "Immediate Family Members" to include a broad range of relatives and step-relations. The change is effective as of December 20, 2001.
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.49.1
Amendment to the
Dime Bancorp, Inc.
Stock Incentive Plan
Effective December 20, 2001
The Dime Bancorp, Inc. Stock Incentive Plan (the "Plan") is hereby amended in the following particulars:
- 1.
- Section 7 of the Plan is amended to add the following at the end thereof:
"Notwithstanding the foregoing, and unless otherwise prohibited by the Committee, a Non-Qualified Option shall be transferable to Immediate Family Members (as defined below), partnerships in which the only partners are Immediate Family Members, or trusts established solely for the benefit of Immediate Family Members. "Immediate Family Members" shall mean the grandparents, parents, aunts, uncles, spouse, brothers, sisters, cousins, children, nieces, nephews, grandchildren and great-grandchildren, and corresponding step relations, of the optionee who holds the Non-Qualified Option."
QuickLinks
