Common use of Employees; Employee Benefit Plans Clause in Contracts

Employees; Employee Benefit Plans. (a) Section 4.11(a) of the Dime Disclosure Schedule sets forth a true and complete list or description of each material employee benefit plan, arrangement or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or contributed to as of the date of this Agreement (the "Plans") by Dime or any of its Subsidiaries or by any trade or business related thereto, whether or not incorporated (an "ERISA Affiliate"), all of which together with Dime would be deemed a "single employer" within the meaning of Section 4001 of ERISA. (b) Except as set forth in Section 4.11(b) of the Dime Disclosure Schedule, Dime has previously provided or made available to Washington Mutual true and complete copies of each of the Plans and all related documents, including but not limited to (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for each Plan. (c) Except as set forth in Section 4.11(c) of the Dime Disclosure Schedule, (i) each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period and nothing has occurred that would be reasonably expected to result in any such plan ceasing to be qualified, (iii) with respect to each Plan that is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Dime, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension plan", as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by Dime, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), and no condition exists that would be reasonably expected to result in Dime, its Subsidiaries or any ERISA Affiliate incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension plan", as such term is defined in Section 3(37) of ERISA, (vii) all contributions or other amounts payable by Dime or its Subsidiaries as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither Dime, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pending, or, to the knowledge of Dime, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto. (d) Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, no Plan exists which provides for or could result in the payment to any Dime employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime employee as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, since March 31, 2001, neither Dime nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described in the preceding sentence. (e) Except as set forth in Section 4.11(e) of the Dime Disclosure Schedule, (i) neither Dime nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (x) consultants receiving in excess of $100,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually, and (ii) except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule, consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime or any Subsidiary to any officer or employee thereof. No officer or employee of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, or other arrangement. Dime has previously delivered or made available to Washington Mutual true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries is a party. (f) Except as set forth in Section 4.11(f) of the Dime Disclosure Schedule, no current employee of Dime or any of its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 for 2000 or would reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section 4.11(e) of the Dime Disclosure Schedule, are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 in 2001. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (ai) Section 4.11(a) of the Dime Disclosure Schedule sets forth a true and complete list or description of each material employee benefit plan, arrangement or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or contributed to as of the date of this Agreement (the "Plans") by Dime or any of its Subsidiaries or by any trade or business related thereto, whether or not incorporated (an "ERISA Affiliate"), all of which together with Dime would be deemed a "single employer" within the meaning of Section 4001 of ERISA. (b) Except as set forth in Section 4.11(b) of the Dime Disclosure Schedule, Dime has previously provided or made available to Washington Mutual true True and complete copies of each of GeoMet’s or any of the Plans GeoMet’s Subsidiaries’ Plans, Benefit Programs or Agreements, related trusts, if applicable, and all related documentsamendments thereto, including but not limited have been furnished to (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and Parent. (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for each Plan.Except as would not have a Material Adverse Effect on GeoMet: (A) None of GeoMet, the GeoMet Subsidiaries, nor any corporation, trade, business or entity under common control with GeoMet or the GeoMet Subsidiaries within the meaning of Section 414(b), (c), (m) Except as set forth in Section 4.11(cor (o) of the Dime Disclosure ScheduleCode or Section 4001 of ERISA (a “GeoMet ERISA Affiliate“) contributes to or has an obligation to contribute to, or has at any time contributed to or had an obligation to contribute to, a plan subject to Title IV of ERISA, including, without limitation, a multiemployer plan within the meaning of Section 3(37) of ERISA; (iB) Each Plan and each of the Plans Benefit Program or Agreement has been administered, maintained and operated and administered in all material respects in accordance with the terms thereof and in compliance with its governing documents and applicable lawslaw (including, including but not limited to where applicable, ERISA and the Code, ); (iiC) each There is no matter pending with respect to any of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period and nothing has occurred that would be reasonably expected to result in before any such plan ceasing to be qualified, (iii) with respect to each Plan that is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Dime, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension plan", as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by Dime, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC"))governmental agency, and no condition exists that would be reasonably expected to result in Dime, its Subsidiaries or any ERISA Affiliate incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension plan", as such term is defined in Section 3(37) of ERISA, (vii) all contributions or other amounts payable by Dime or its Subsidiaries as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither Dime, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pendingactions, or, to the knowledge of Dime, threatened suits or anticipated claims pending (other than routine claims for benefits) byor to the knowledge of GeoMet, on behalf of threatened against, or against with respect to, any of the Plans or any trusts related thereto.Benefit Programs or Agreements or their assets; (dD) Except as set forth No act, omission or transaction has occurred which would result in imposition on GeoMet, the GeoMet Subsidiaries, or any GeoMet ERISA Affiliate of breach of fiduciary duty liability damages under Section 4.11(d409 of ERISA, a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Dime Disclosure Schedule, no Plan exists which provides for or could result in Code; and (E) The execution and delivery of this Agreement and the payment to any Dime employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime employee as a result consummation of the transactions contemplated by this hereby will not require GeoMet, the GeoMet Subsidiaries or any GeoMet ERISA Affiliate to make a larger contribution to, or pay greater benefits under, any Plan, Benefit Program or Agreement than it otherwise would or create or give rise to any additional vested rights or service credits under any Plan or Benefit Program or Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, since March 31, 2001, neither Dime nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described in the preceding sentence. (eiii) Except as set forth in Section 4.11(e) Termination of the Dime Disclosure Schedule, (i) neither Dime nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (x) consultants receiving in excess employee of $100,000 annually and (y) employees receiving compensation (salaryGeoMet, bonus and commission) in excess of $250,000 annually, and (ii) except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule and other agreements GeoMet Subsidiaries or arrangements set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule, any GeoMet ERISA Affiliate immediately after consummation of the transactions contemplated by this Agreement will would not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether payments under the Plans, Benefit Programs or Agreements which, in the aggregate, would result in imposition of severance pay or otherwise) becoming due from Dime or any Subsidiary to any officer or employee thereof. No officer or employee the sanctions imposed under Sections 280G and 4999 of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, or other arrangement. Dime has previously delivered or made available to Washington Mutual true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries is a partythe Code. (fiv) Except Each Plan which is an “employee welfare benefit plan,” as set forth such term is defined in Section 4.11(f3(1) of the Dime Disclosure ScheduleERISA, no current employee of Dime may be unilaterally amended or any of terminated in its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 for 2000 entirety without liability except as to benefits accrued thereunder prior to such amendment or would reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section 4.11(e) of the Dime Disclosure Schedule, are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 in 2001termination. (gv) With respect to None of the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank employees of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related EntitiesGeoMet, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect GeoMet Subsidiaries or any GeoMet ERISA Affiliate are subject to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on union or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutualcollective bargaining agreements. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (a) Section 4.11(a) of the Dime Providian Disclosure Schedule sets forth a true and complete list or description of each material employee benefit plan, arrangement arrangement, policy, program or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, stock incentive, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether formal or informal, oral or written, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) that is sponsored by, or maintained or contributed to as of the date of this Agreement (the "Plans") by Dime Providian or any of its Subsidiaries or by any trade or business related thereto(collectively, whether or not incorporated (an "ERISA Affiliate"the “Plans”), all of which together with Dime would be deemed a "single employer" within the meaning of Section 4001 of ERISA. (b) Except as set forth in Section 4.11(b) of the Dime Providian Disclosure Schedule, Dime Providian has previously provided or made available to Washington Mutual true and complete copies of each of the Plans and all related documents, including but not limited to each of the following: (i) the actuarial valuation reports for each Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for each Plan, (iii) any summary plan description by Providian or its Subsidiaries to Providian Employees concerning the extent of the benefits provided under a Plan, (iv) a summary of any proposed amendments or changes anticipated to be made to the Plans at any time within the twelve months immediately following the date hereof, and (v) for the most recently completed year, the Form 5500 and attached schedules. (c) Except as set forth in Section 4.11(c) of the Dime Providian Disclosure Schedule, (i) each of the Plans has been operated and administered in all material respects and was established in accordance with its terms and applicable laws, including but not limited to ERISA and the Code, except where such failure to operate, administer or be established would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Providian, (ii) each of the Plans intended to be "“qualified" ” within the meaning of Section 401(a) of the Code has been determined to be so qualified by received a favorable determination letter from the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period period, and nothing has occurred that would be reasonably expected to result in any such plan Plan ceasing to be so qualified, ; (iii) with respect to each Plan that is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides welfare benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees employees, directors or independent contractors of DimeProvidian, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, service other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension plan", as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiaryv), (v) no liability under Title IV of ERISA has been incurred by Dime, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), and no condition exists that would be reasonably expected to result in Dime, its Subsidiaries or any ERISA Affiliate incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension plan", as such term is defined in Section 3(37) of ERISA, (vii) all contributions or other amounts payable by Dime or its Subsidiaries as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither Dime, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pending, or, to the knowledge of Dime, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto. (d) Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, no Plan exists which provides for or could result in the payment to any Dime employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime employee as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, since March 31, 2001, neither Dime nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described in the preceding sentence. (e) Except as set forth in Section 4.11(e) of the Dime Disclosure Schedule, (i) neither Dime nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (x) consultants receiving in excess of $100,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually, and (ii) except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule, consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime or any Subsidiary to any officer or employee thereof. No officer or employee of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, or other arrangement. Dime has previously delivered or made available to Washington Mutual true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries is a party. (f) Except as set forth in Section 4.11(f) of the Dime Disclosure Schedule, no current employee of Dime or any of its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 for 2000 or would reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section 4.11(e) of the Dime Disclosure Schedule, are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 in 2001. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (a) Section 4.11(a4.10(a) of the Dime Bank Disclosure Schedule sets forth contains a true and complete list or description of each material “employee benefit plan” (within the meaning of Section 3(3) of ERISA), arrangement or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, loan, change-in-control, health/welfare plans, fringe benefit, collective bargaining, bonus, incentive, deferred compensationcompensation and all other compensation or employee benefit plans, pension and other agreements, programs, policies and or other arrangements, whether or not subject to the Employee Retirement Income Security Act of 1974ERISA, as amended under which ("ERISA")i) that is maintained any current or contributed to as former employee, officer, director, consultant or independent contractor of the date Bank or any of this Agreement its Subsidiaries (“Bank Employees”) has any present or future right to benefits and which are contributed to, sponsored by or maintained by the "Plans") by Dime Bank or any of its Subsidiaries or by (ii) the Bank or any trade of its Subsidiaries has any present or business related theretofuture material liability. All such plans, whether or not incorporated (an "ERISA Affiliate")agreements, all of which together with Dime would programs, policies and arrangements shall be deemed a "single employer" within collectively referred to as the meaning of Section 4001 of ERISA“Plans”. (b) Except as set forth in Section 4.11(b) of With respect to each Plan, the Dime Disclosure Schedule, Dime Bank has previously provided delivered to the Purchaser or made available to Washington Mutual true a current, accurate and complete copies of each of copy (or, to the Plans and all related documentsextent no such copy exists, including but not limited an accurate description) thereof and, to the extent applicable: (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and any related trust agreement or other funding instrument; (ii) the most recent determination letter from the Internal Revenue Service (letter, if applicable; (iii) any summary plan description; and (iv) for each Planthe three (3) most recent years as applicable, (A) Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports. (c) Except as set forth would not reasonably be expected to have, individually or in Section 4.11(c) of the Dime Disclosure Scheduleaggregate, a Material Adverse Effect on the Bank: (i) each of the Plans Plan has been operated established and administered in all material respects in accordance with its terms, and in all respects in compliance with the applicable lawsprovisions of ERISA, including but not limited to ERISA the Code and the Code, other applicable Laws; (ii) each of Plan and the Plans related trust which is intended to be "qualified" qualified within the meaning of Section 401(a) of the Code has been determined to be is so qualified by the Internal Revenue Service or will be submitted for and is tax exempt under Section 501(a) and each such Plan has received a favorable determination within the applicable remedial amendment period letter as to its qualification, and nothing has occurred occurred, whether by action or failure to act, that would could reasonably be reasonably expected to result in any cause the loss of such plan ceasing to be qualified, qualification; (iii) with respect to each Plan that is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Dime, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension plan", as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA event has been incurred by Dime, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), occurred and no condition exists that would be reasonably expected to result in Dime, its Subsidiaries subject the Bank or any of its Subsidiaries, either directly or by reason of their affiliation with any ERISA Affiliate incurring Affiliate, to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws; (iv) for each Plan with respect to which a Form 5500 has been filed, no material liability thereunderchange has occurred with respect to the matters covered by the most recent Form since the date thereof, (viv) no Plan is a "multinon-employer pension plan", exempt “prohibited transaction” (as such term is defined in Section 3(37406 of ERISA and Section 4975 of the Code) has occurred with respect to any Plan; (vi) no Plan provides post-employment welfare (including health, medical or life insurance) benefits and neither the Bank nor any of ERISAits Subsidiaries have any obligation to provide any such post-employment welfare benefits now or in the future, other than as required by Section 4980B of the Code; (vii) all contributions or other amounts payable by Dime or its Subsidiaries as of neither the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither Dime, its Subsidiaries Bank nor any ERISA Affiliate has engaged in in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in connection with which Dime, its Subsidiaries Sections 4069 or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i4212(c) of ERISA or a material tax imposed pursuant to ERISA; (viii) each “nonqualified deferred compensation plan” (as defined in Section 4975 or 4976 409A(d)(1) of the Code, ) has been operated in good faith compliance with Section 409A of the Code; and (ix) no Plan is, or has during the past six years been (A) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, (B) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA or (C) subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (x) none of the Bank and its subsidiaries nor any ERISA Affiliates has incurred any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA and (xi) there are does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability. (d) With respect to any Plan, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Bank, (i) no pendingactions, or, to the knowledge of Dime, threatened suits or anticipated claims (other than routine claims for benefitsbenefits in the ordinary course) byare pending or, on behalf of or against any to the knowledge of the Plans Bank, threatened, (ii) no facts or circumstances exist that could give rise to any trusts related thereto. such actions, suits or claims and (diii) Except as set forth in Section 4.11(d) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other governmental agencies are pending or, to the knowledge of the Dime Disclosure ScheduleBank, no Plan exists which provides for or could result in the payment to any Dime employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime employee as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, since March 31, 2001, neither Dime nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described in the preceding sentencethreatened. (e) Except as set forth in Section 4.11(e) of the Dime Disclosure Schedule, (i) neither Dime nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement All amounts with respect to the employment or compensation of any (x) consultants receiving in excess of Bank Deferred Compensation Plans that are required to be accrued under GAAP have been fully accrued on the Pro Forma Financial Statements and the amount that will accrue with respect to the X.X. Xxxx Company Supplemental Executive Retirement Plan after September 30, 2008 through December 31, 2008 will not exceed $100,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually2,300,000, and (ii) except as provided under all such accruals shall be in accordance with the Plans set forth in Sections 4.11(d) and (e) terms of the Dime Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule, consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime or any Subsidiary to any officer or employee thereof. No officer or employee of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control such plan, program, or other arrangement. Dime has previously delivered or made available to Washington Mutual true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries is a party. (f) Except as set forth in Section 4.11(f4.10(f) of the Dime Bank Disclosure Schedule, (i) no current employee Plan exists that could result in the payment to any present or former Bank Employees of Dime or any of its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 for 2000 or would reasonably be expected to receive aggregate remuneration (excluding severance money or other payments which, pursuant property or accelerate or provide any other rights or benefits to an agreement any present or arrangement set forth in Section 4.11(e) of the Dime Disclosure Schedule, are made former Bank Employees as a result of consummation of the transactions contemplated by this Agreement, either Agreement (whether alone or upon the occurrence of in connection with any additional acts or events) in excess of $250,000 in 2001. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreementsubsequent event(s)); and (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed there is no Plan that, individually or collectively, could reasonably be expected to Washington Mutual prior give, or which has given, rise to the date payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code in connection with the transactions contemplated under this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (a) Section 4.11(a) of the Dime Northern Disclosure Schedule sets forth a true and complete list or description of each material employee benefit plan, arrangement or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare and Code Section 125 plans, fringe benefit, bonus, incentive, deferred compensation, pension compensation and other agreements, programs, policies and arrangements, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or contributed to as of the date of this Agreement (the "PlansPLANS") by Dime or any of its Subsidiaries Northern or by any trade or business related theretobusiness, whether or not incorporated (an "ERISA AffiliateAFFILIATE"), all of which together with Dime Northern would be deemed a "single employer" ' within the meaning of Section 4001 of ERISA. (b) Except as set forth in Section 4.11(b) of the Dime Disclosure Schedule, Dime Northern has previously provided or made available to Washington Mutual Cowlitz true and complete copies of each of the Plans and all related documents, including but not limited to (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for each Plan. (c) Except as set forth in Section 4.11(c) of the Dime Northern Disclosure Schedule, (i) each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period and nothing has occurred that would be reasonably expected to result in any such plan ceasing to be qualifiedperiod, (iii) with respect to each Plan that which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Dime, its Subsidiaries Northern or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension plan", ," as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries Northern or the any ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) to the best knowledge of Northern no liability under Title IV of ERISA has been incurred by Dime, its Subsidiaries Northern or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), and no condition exists that would be reasonably expected presents a material risk to result in Dime, its Subsidiaries Northern or any ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension plan", ," as such term is defined in Section 3(37) of ERISA, (vii) to the best knowledge of Northern all contributions or other amounts payable by Dime or its Subsidiaries Northern as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) to the best knowledge of Northern neither Dime, its Subsidiaries Northern nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries Northern or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) to the best knowledge of Northern there are no pending, or, to the knowledge of Dime, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related theretothereto which would, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect on Northern. (d) Except as set forth in Section 4.11(d) of the Dime Northern Disclosure Schedule, no Plan exists which provides for or could result in the payment to any Dime Northern employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime Northern employee as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Northern Disclosure Schedule, since March December 31, 20011998, neither Dime nor any of its Subsidiaries Northern has not taken any action that would result in a the payment of any amounts, or acceleration described the accelerated vesting of any rights or benefits, under any Plan set forth in Section 4.11(d) of the preceding sentenceNorthern Disclosure Schedule. (e) Except To the best knowledge of Northern, except as set forth in Section 4.11(e) of the Dime Northern Disclosure Schedule, Northern is not a party to and is not bound by any contract, arrangement or understanding (whether written or oral) (i) neither Dime nor with any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (x) consultants receiving in excess of $100,000 50,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually, and or (ii) with respect to the term of employment or compensation of any employees. To the best knowledge of Northern, except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Northern Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Northern Disclosure Schedule, consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime or any Subsidiary Northern to any officer or employee thereof. No officer or employee of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, or other arrangement. Dime Northern has previously delivered or made available to Washington Mutual Cowlitz true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, 50,000 annually and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries Northern is a party. (f) Except as set forth in Section 4.11(f) of the Dime Northern Disclosure Schedule, no current employee of Dime or any of its Subsidiaries Northern received aggregate remuneration (bonus, salary and commission) in excess of $250,000 100,000 for 2000 1998 or 1999 or would reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section 4.11(e) of the Dime Northern Disclosure Schedule, are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 100,000 in 20012000. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (a) Section Disclosure Schedule 4.11(a) of the Dime Disclosure Schedule sets forth a true and complete list or description of each material employee benefit plan, arrangement or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) that is maintained or contributed to as of the date of this Agreement (the "“Plans"”) by Dime Independent or any of its Subsidiaries or by any trade or business related thereto, whether or not incorporated (an "“ERISA Affiliate"”), all of which together with Dime Independent would be deemed a "“single employer" ” within the meaning of Section 4001 of ERISA. Neither Independent nor any of its Subsidiaries have any stock appreciation rights outstanding. (b) Except as set forth in Section Disclosure Schedule 4.11(b) of the Dime Disclosure Schedule), Dime Independent has previously provided or made available to Washington Mutual Xxxxxx County true and complete copies of each of the Plans and all related documents, including including, but not limited to to, (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for each Plan. (c) Except as set forth in Section Disclosure Schedule 4.11(c) of the Dime Disclosure Schedule), (i) each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including including, but not limited to to, ERISA and the Code, (ii) each of the Plans intended to be "“qualified" ” within the meaning of Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period period, and nothing has occurred that would be reasonably expected to result in any such plan Plan ceasing to be qualified, (iii) with respect to each Plan that is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's ’s actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including including, without limitation limitation, death or medical benefits (whether or not insured), with respect to current or former employees of DimeIndependent, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than than (wA) coverage mandated by applicable law, (xB) death benefits or retirement benefits under any "“employee pension plan", ,” as that term is defined in Section 3(2) of ERISA, (yC) deferred compensation benefits accrued as liabilities on the books of DimeIndependent, its Subsidiaries or the ERISA Affiliates or (zD) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by DimeIndependent, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "“PBGC"”)), and no condition exists that would be reasonably expected to result in DimeIndependent, its Subsidiaries or any ERISA Affiliate incurring a material liability thereunder, (vi) no Plan is a "“multi-employer pension plan", ,” as such term is defined in Section 3(37) of ERISA, (vii) all contributions or other amounts payable by Dime Independent or its Subsidiaries as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither DimeIndependent, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction in connection with which DimeIndependent, its Subsidiaries or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pending, or, to the best knowledge of DimeIndependent, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto. (d) Except as set forth in Section Disclosure Schedule 4.11(d) of the Dime Disclosure Schedule), no Plan exists which provides for or could result in the payment to any Dime Independent employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime Independent employee as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section Disclosure Schedule 4.11(d) of the Dime Disclosure Schedule), since March 31, 20012003, neither Dime Independent nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described in the preceding sentence. (e) Except as set forth in Section Disclosure Schedule 4.11(e) of the Dime Disclosure Schedule), (i) neither Dime Independent nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (xA) consultants receiving in excess of $100,000 20,000 annually and (yB) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annuallyany employees, and (ii) except as provided under the Plans set forth in Sections Disclosure Schedules 4.11(d) and (e4.11(e) of the Dime Disclosure Schedule and other agreements or arrangements set forth in Sections Disclosure Schedules 4.11(d) and (e) of the Dime Disclosure Schedule4.11(e), consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime Independent or any Subsidiary to any officer or employee thereof. No officer or employee of Dime Independent or any Subsidiary is, nor or shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, program or other arrangement. Dime Independent has previously delivered or made available to Washington Mutual Xxxxxx County true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime Independent or any of its Subsidiaries is a party. (f) Except as set forth in Section Disclosure Schedule 4.11(f) of the Dime Disclosure Schedule), no current employee of Dime Independent or any of its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 50,000 for 2000 2002 or would reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section Disclosure Schedule 4.11(e) of the Dime Disclosure Schedule), are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 50,000 in 20012003. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (a) Section 4.11(a) of the Dime Northern Disclosure Schedule sets forth a true and complete list or description of each material employee benefit plan, arrangement or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare and Code Section 125 plans, fringe benefit, bonus, incentive, deferred compensation, pension compensation and other agreements, programs, policies and arrangements, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or contributed to as of the date of this Agreement (the "PlansPLANS") by Dime or any of its Subsidiaries Northern or by any trade or business related theretobusiness, whether or not incorporated (an "ERISA AffiliateAFFILIATE"), all of which together with Dime Northern would be deemed a "single employer" ' within the meaning of Section 4001 of ERISA. (b) Except as set forth in Section 4.11(b) of the Dime Disclosure Schedule, Dime Northern has previously provided or made available to Washington Mutual Cowlitz true and complete copies of each of the Plans and all related documents, including but not limited to (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for each Plan. (c) Except as set forth in Section 4.11(c) of the Dime Northern Disclosure Schedule, (i) each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period and nothing has occurred that would be reasonably expected to result in any such plan ceasing to be qualifiedperiod, (iii) with respect to each Plan that which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Dime, its Subsidiaries Northern or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension plan", ," as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries Northern or the any ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) to the best knowledge of Northern no liability under Title IV of ERISA has been incurred by Dime, its Subsidiaries Northern or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), and no condition exists that would be reasonably expected presents a material risk to result in Dime, its Subsidiaries Northern or any ERISA Affiliate of incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension plan", ," as such term is defined in Section 3(37) of ERISA, (vii) to the best knowledge of Northern all contributions or other amounts payable by Dime or its Subsidiaries Northern as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) to the best knowledge of Northern neither Dime, its Subsidiaries Northern nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries Northern or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) to the best knowledge of Northern there are no pending, or, to the knowledge of Dime, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related theretothereto which would, individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect on Northern. (d) Except as set forth in Section 4.11(d) of the Dime Northern Disclosure Schedule, no Plan exists which provides for or could result in the payment to any Dime Northern employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime Northern employee as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Northern Disclosure Schedule, since March December 31, 20011998, neither Dime nor any of its Subsidiaries Northern has not taken any action that would result in a the payment of any amounts, or acceleration described the accelerated vesting of any rights or benefits, under any Plan set forth in Section 4.11(d) of the preceding sentenceNorthern Disclosure Schedule. (e) Except To the best knowledge of Northern, except as set forth in Section 4.11(e) of the Dime Northern Disclosure Schedule, Northern is not a party to and is not bound by any contract, arrangement or understanding (whether written or oral) (i) neither Dime nor with any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (x) consultants receiving in excess of $100,000 50,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually, and or (ii) with respect to the term of employment or compensation of any employees. To the best knowledge of Northern, except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Northern Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Northern Disclosure Schedule, consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime or any Subsidiary Northern to any officer or employee thereof. No officer or employee of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, or other arrangement. Dime Northern has previously delivered or made available to Washington Mutual Cowlitz true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, 50,000 annually and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries Northern is a party. (f) Except as set forth in Section 4.11(f) of the Dime Northern Disclosure Schedule, no current employee of Dime or any of its Subsidiaries Northern received aggregate remuneration (bonus, salary and commission) in excess of $250,000 100,000 for 2000 1998 or would reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section 4.11(e) of the Dime Northern Disclosure Schedule, are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 100,000 in 20011999. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (a) Section 4.11(a) There is no strike, labor dispute or union organization activities pending or, to the Company’s knowledge, threatened between it and its employees. None of the Dime Disclosure Schedule sets forth Company’s employees belongs to any union or collective bargaining unit. The Company has complied in all material respects with all applicable state and federal equal opportunity and other laws related to employment. To the Company’s knowledge, no employee of the Company is or will be in violation of any judgment, decree, or order, or any term of any employment contract, patent disclosure agreement, or other contract or agreement relating to the relationship of any such employee with the Company, or any other party because of the nature of the business presently conducted or presently proposed to be conducted by the Company. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a true and complete list or description present intention to terminate the employment of any of the foregoing. Subject to general principles related to wrongful termination of employees, the employment of each material officer and employee benefit plan, arrangement or agreement and of the Company is terminable at the will of the Company. The Company does not have any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether or not subject to Employee Benefit Plan as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or contributed to as of the date of this Agreement (the "Plans") by Dime or any of its Subsidiaries or by any trade or business related thereto, whether or not incorporated (an "ERISA Affiliate"), all of which together with Dime would be deemed a "single employer" within the meaning of Section 4001 of ERISA. (b) Except as set forth in Section 4.11(b) of the Dime Disclosure Schedule, Dime has previously provided or made available to Washington Mutual true and complete copies of each of the Plans and all related documentsamended, including but not limited to the regulations and published interpretations thereunder (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for each Plan. (c) Except as set forth “ERISA”). The Company is in Section 4.11(c) of the Dime Disclosure Schedule, (i) each of the Plans has been operated and administered compliance in all material respects with all presently applicable provisions of ERISA; no “reportable event” (as defined in accordance ERISA) has occurred with applicable lawsrespect to any “pension plan” (as defined in ERISA) for which the Company would have any liability; the Company has not incurred nor does it expect to incur liability under (i) Title IV of ERISA with respect to termination of, including but not limited to ERISA and the Codeor withdrawal from, any “pension plan” or (ii) each Sections 412 or 4971 of the Plans Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “pension plan” for which the Company would have any liability that is intended to be "qualified" within the meaning of qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service or will to be submitted for such determination within the applicable remedial amendment period so qualified and nothing has occurred that would be reasonably expected to result in any such plan ceasing to be qualified, (iii) with respect to each Plan that is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Dime, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension plan", as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by Dime, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), and no condition exists that would be reasonably expected to result in Dime, its Subsidiaries or any ERISA Affiliate incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension plan", as such term is defined in Section 3(37) of ERISA, (vii) all contributions or other amounts payable by Dime or its Subsidiaries as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither Dime, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pending, or, to the knowledge of Dime, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto. (d) Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, no Plan exists which provides for or could result in the payment to any Dime employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime employee as a result of the transactions contemplated by this Agreement, including the Mergeroccurred, whether by action or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Disclosure Scheduleby failure to act, since March 31, 2001, neither Dime nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described in the preceding sentence. (e) Except as set forth in Section 4.11(e) of the Dime Disclosure Schedule, (i) neither Dime nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (x) consultants receiving in excess of $100,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually, and (ii) except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule, consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime or any Subsidiary to any officer or employee thereof. No officer or employee of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, or other arrangement. Dime has previously delivered or made available to Washington Mutual true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries is a party. (f) Except as set forth in Section 4.11(f) of the Dime Disclosure Schedule, no current employee of Dime or any of its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 for 2000 or would could reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section 4.11(e) cause the ss of the Dime Disclosure Schedule, are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 in 2001such qualification. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (a) Section 4.11(a) of the Dime Disclosure Schedule 4.16 sets forth a true correct and complete list or description of each material all current employees of the Company, and all employee benefit plans (collectively, the "Plans") maintained by the Company, in which it participates or may be required to participate or in respect of which it may have any liability. Except for the Plans, the Company does not have in effect, participate in, or have any liability for any plan, arrangement fund or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether or not subject to program as defined in Section III(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained , and does not have an obligation to establish any such plan, fund or contributed program. Sellers have furnished Purchaser with true and complete copies of all of the Plans and the latest financial statements therefor, if any, which fairly represent the financial condition of the Plans at such dates. There have been no materially adverse changes to as any of the Plans since the date of this Agreement (the "Plans") latest financial statements, if any. To the best of Sellers' knowledge after investigation, there is not outstanding any request for information concerning the Plans by Dime participants, beneficiaries or government agencies. Neither the Company nor the Plans have been involved in any of its Subsidiaries or by any trade or business related thereto, whether or not incorporated (an "ERISA Affiliate"), all of which together with Dime transaction that would be deemed constitute a "single employerprohibited transaction" within the meaning of Section 4001 of ERISA. (b) Except as set forth in Section 4.11(b) Sections 503 and 4975 of the Dime Disclosure Schedule, Dime has previously provided Code or made available to Washington Mutual true and complete copies of each of the Plans and all related documents, including but not limited to (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for each Plan. (c) Except as set forth in ERISA Section 4.11(c) of the Dime Disclosure Schedule, (i) each 406. None of the Plans has any "accumulated funding deficiency" as described in Code Section 412, and all required contributions to the Plans for the period through the Closing Date have been operated and administered made. All Plans are in compliance in all material respects in accordance with applicable laws, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period and nothing has occurred that would be reasonably expected to result in any such plan ceasing to be qualified, (iii) with respect to each Plan that is subject to Title IV provisions of ERISA, the present value of accrued benefits regulations issued thereunder and all other applicable statutes and regulations. To the extent the Plans are administered by the Company, such Plans have been maintained and administered in accordance with their separate terms. Each Plan which is intended to qualify under Code Section 401 has been issued a determination letter by the IRS that it is qualified under Code Section 401(a) and its trust fund is exempt from taxation under Code Section 501(a). All information submitted with the request for such Plandetermination letters, based upon if any, was true and accurate in all material respects, all material information required to have been submitted to the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary IRS was submitted, and no event has occurred with respect to any Plan that would cause the loss of such Planqualification. Each trust fund established for any medical or disability plan has been issued a determination letter by the IRS that it is exempt from taxation under Code Section 501(c)(9), did not, as and no event has occurred with respect to any such Plan that would cause the loss of its latest valuation date, exceed the then current value such qualification. None of the assets Plans has experienced a "reportable event" as described in ERISA Section 4043(b) or is experiencing any condition that may constitute grounds under ERISA Section 4042 for the termination of such Plan allocable or the appointment of a trustee to administer such accrued benefits, Plan. The Company has not (ivi) no Plan provides benefits, including without limitation death contributed or medical benefits (whether or not insured), with respect been required to current or former employees of Dime, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under contribute to any "employee multi-employer pension plan", ," as that term is defined in ERISA Section 3(2) of ERISAIII(37)(A), (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries or the ERISA Affiliates or (zii) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no incurred any withdrawal liability under subtitle E of Title IV of ERISA or has been incurred by Dime, its Subsidiaries or withdrawn from any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), and no condition exists that would be reasonably expected to result in Dime, its Subsidiaries or any ERISA Affiliate incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension plan", as such term is defined plan in Section 3(37) of ERISA, (vii) all contributions or other amounts payable by Dime or its Subsidiaries as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither Dime, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pending, or, to the knowledge of Dime, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto. (d) Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, no Plan exists which provides for or manner that could result in the payment to any Dime employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime employee as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, since March 31, 2001, neither Dime nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described in the preceding sentence. (e) Except as set forth in Section 4.11(e) of the Dime Disclosure Schedule, (i) neither Dime nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect liability to the employment or compensation of any (x) consultants receiving in excess of $100,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually, and (ii) except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule, consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime or any Subsidiary to any officer or employee thereof. No officer or employee of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, or other arrangement. Dime has previously delivered or made available to Washington Mutual true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries is a partyCompany. (f) Except as set forth in Section 4.11(f) of the Dime Disclosure Schedule, no current employee of Dime or any of its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 for 2000 or would reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section 4.11(e) of the Dime Disclosure Schedule, are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 in 2001. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as of the date of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication or dissemination of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future payments.

Employees; Employee Benefit Plans. (a) Section 4.11(a) 4.13 of the Dime PSB Disclosure Schedule sets forth contains a true and complete list or description of each material “employee benefit plan, arrangement or agreement and any amendments or modifications thereof ” (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether or not subject to within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) that is maintained , and all other employee benefit plans, agreements, programs, policies or contributed other arrangements, whether or not subject to as ERISA (including any funding mechanism therefor), including, without limitation, multiemployer plans within the meaning of the date ERISA Section 3(37)), stock purchase, stock option, restricted stock, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation under which any current or former employee, director or independent contractor of this Agreement (the "Plans") by Dime PSB or any of its Subsidiaries has any present or by future right to benefits or under which PSB or any trade of its Subsidiaries has any present or business related theretofuture liability. All such plans, whether or not incorporated (an "ERISA Affiliate")agreements, all of which together with Dime would programs, policies and arrangements shall be deemed a "single employer" within collectively referred to as the meaning of Section 4001 of ERISA“Plans.” (b) Except as set forth in Section 4.11(b) of the Dime Disclosure ScheduleWith respect to each Plan, Dime PSB has previously provided or made available to Washington Mutual true Conestoga a current, accurate and complete copies of each copy thereof (or a written summary of the Plans and all related documentsmaterial terms of any unwritten plan) and, including but not limited to the extent applicable: (i) the actuarial reports for each Plan (if applicable) for each of the last two years, and any related trust agreement or other funding instrument; (ii) the most recent determination letter from the Internal Revenue Service (and any current application for such letter, if applicable; (iii) the most recent summary plan description and any subsequent summaries of material modifications; (iv) the Form 5500 and attached schedules for each Planthe three most recent plan years; (v) audited financial statements for the most recent plan year; (vi) actuarial valuation reports; (vii) service provider contracts; (viii) contracts providing fiduciary or other party in interest insurance; and (ix) contracts providing bonding. (i) Each Plan has been established and administered in all respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable laws, rules and regulations; (ii) each Plan which is intended to be qualified within the meaning of Code section 401(a) has received a favorable determination letter as to its qualification, and with respect to all plan document qualification requirements for which the applicable remedial amendment period under Code section 401(b) has closed, any amendments required by such determination letter were made as and when required by such determination letter, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) no event has occurred and no condition exists that would subject PSB or any of its Subsidiaries, solely by reason of their affiliation with any past or present “ERISA Affiliate” (defined as any organization which is a member of a controlled group of organizations within the meaning of Code sections 414(b), (c), (m) or (o)), to any Tax, fine, lien, penalty or other liability imposed by ERISA or the Code; (iv) except as set forth in Section 4.13 of the PSB Disclosure Schedule, no Plan provides, and neither PSB nor any of its Subsidiaries have any obligation to provide, any welfare benefits to any employee or service provider (or any beneficiary thereof) after the employee’s termination of employment and/or the service provider’s termination of service other than as required by section 4980B of the Code; and (v) PSB has made or provided for all contributions required under the terms of each Plan and all contributions have been made within the time required by applicable law. (d) None of the Plans is a multiemployer plan (within the meaning of ERISA section 3(37)) and none of PSB, its Subsidiaries or any ERISA Affiliate has any liability with respect to a multiemployer plan that remains unsatisfied. (e) Except as set forth in Section 4.11(c) 4.13 of the Dime PSB Disclosure Schedule, (i) each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including but not limited to ERISA and the Code, (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period and nothing has occurred that would be reasonably expected to result in any such plan ceasing to be qualified, (iii) with respect to each Plan that is subject to Title IV of ERISA, the present value of the accrued benefits under each such Planplan, calculated on a plan termination basis (using appropriate or required annuity purchase rates and lump-sum distribution assumptions), based upon the actuarial assumptions used for funding purposes in the on such plan’s most recent actuarial report prepared by valuation date and determined as of such Plan's actuary with respect to such Plandate, did not, as of its latest valuation date, not exceed the then then-current value of the assets of such Plan plan allocable to such accrued benefits. Since the date of such most recent actuarial valuation, (iv) no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Dime, its Subsidiaries or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension plan", as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries or the ERISA Affiliates or (z) benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA there has been incurred by Dime, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), and no condition exists that would be reasonably expected to result in Dime, its Subsidiaries or any ERISA Affiliate incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension plan", as such term is defined in Section 3(37) of ERISA, (vii) all contributions or other amounts payable by Dime or its Subsidiaries as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither Dime, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pending, or, to the knowledge of Dime, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related thereto. (d) Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, no Plan exists which provides for or could result adverse change in the payment to any Dime employee funding status of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime employee Plan as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, since March 31, 2001, neither Dime nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described reflected in the preceding sentence. (e) Except as set forth in Section 4.11(e) of the Dime Disclosure Schedule, (i) neither Dime nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (x) consultants receiving in excess of $100,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually, and (ii) except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule, consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Dime or any Subsidiary to any officer or employee thereof. No officer or employee of Dime or any Subsidiary is, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance or change-in-control plan, program, or other arrangement. Dime has previously delivered or made available to Washington Mutual true and complete copies of all consulting agreements calling actuarial report for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries is a partysuch valuation. (f) Except as set forth in Section 4.11(f) 4.13 of the Dime PSB Disclosure Schedule, with respect to any Plan, the assets of any trust under such Plan, Plan sponsor, Plan fiduciary or Plan administrator, (i) no current employee actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of Dime PSB or any of its Subsidiaries, threatened and, (ii) no facts or circumstances exist to the knowledge of PSB or any of its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 for 2000 or would that could reasonably be expected to receive aggregate remuneration give rise to any such actions, suits or claims. (excluding severance g) No Plan which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to Code section 412, has incurred any “accumulated funding deficiency” within the meaning of section 302 of ERISA or Code section 412 and there has been no waived funding deficiency within the meaning of section 303 of ERISA or Code section 412. (h) There are no unsatisfied liabilities to participants, the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or to any other payments whichperson or entity as the result of the termination of any plan previously maintained, pursuant to an agreement or arrangement contributed to, by PSB or any of its Subsidiaries. (i) Except as set forth in Section 4.11(e) 4.13 of the Dime PSB Disclosure Schedule, are made as a result of the consummation of the transactions contemplated by this Agreementherein will not, either alone separately or upon together with any other event, (i) entitle any employee, officer or director of PSB or any of its Subsidiaries to severance pay, unemployment compensation or any other payment, or (ii) accelerate the occurrence time of payment or vesting of, or increase the amount of, compensation due to any additional acts such employee, officer or events) in excess of $250,000 in 2001director. (gj) With respect All Plans which provide for the deferral of compensation, within the meaning of Code section 409A, have been administered in good faith compliance with Code section 409A and the guidance and regulations issued thereunder. Except as set forth in Section 4.13 of the Disclosure Schedule, no outstanding stock options and no shares of restricted stock are subject to Code section 409A. In addition, Section 4.13 of the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank Disclosure Schedule sets forth the amounts of New York, FSB and HSBC Bank USA, as Trustee, unfunded deferred compensation. (k) Except with respect to the Covered Arrangements amendments or modifications required solely to avoid early recognition of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, income and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as Taxes imposed under section 409A of the date Code or required by applicable law, none of this Agreement, all Dime Stock Option Plans under which grants may be made prospectively have been amended PSB or any of its Subsidiaries has communicated to delete all references any current or former employee thereof any intention or commitment to "the publication modify any Plan or dissemination of an announcement of action intended contract or to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future paymentsestablish or implement any other employee or retiree benefit or compensation plan or arrangement.

Employees; Employee Benefit Plans. (a) Section 4.11(aSchedule 4.4(a) lists the name, title, visa status, years of service, accrued but untaken vacation, and salary or wage (as applicable) of the Dime Disclosure Schedule sets forth a true and complete list or description each Employee of each material employee benefit plan, arrangement or agreement and any amendments or modifications thereof (including, without limitation, all stock purchase, stock option, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, pension and other agreements, programs, policies and arrangements, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or contributed to Seller as of the date of this Agreement (the "Plans") by Dime or any of its Subsidiaries or by any trade or business related thereto, whether or not incorporated (an "ERISA Affiliate"), all of which together with Dime would be deemed a "single employer" within the meaning of Section 4001 of ERISAhereof. (b) Except as set forth Schedule 4.4(b) lists each Employee Benefit Plan established, maintained or contributed to by Seller, or under which Seller has any liability to make contributions, that provides benefits or compensation in Section 4.11(b) respect of any Employee or former employee of Seller or the Dime Disclosure Schedulebeneficiaries or dependents of any such Employee or former employee or under which any Employee or former employee is or may become eligible to participate or derive a benefit (individually a "Plan" and collectively, Dime the "Plans"). With respect to each Plan, Seller has previously provided or made available to Washington Mutual true Buyer complete and complete correct copies of each of the Plans and all related documents, including but not limited to of: (i) the actuarial reports plan document for each such Plan (if applicable) for each of the last two years, and all amendments and modifications to any such document and (ii) to the extent applicable to such Plan, the most recent IRS determination letter and all material communications received from or sent to the Internal Revenue Service (if applicable) for each IRS or the Department of Labor concerning the Plan. (c) Except as set forth Each Plan is in Section 4.11(c) of the Dime Disclosure Schedule, (i) each of the Plans material compliance with Applicable Law and has been and currently is administered and operated and administered in all material respects in accordance with applicable lawsits terms. With respect to the Plans associated with the Assumed Welfare Plan Contracts, including but not limited to ERISA and the Seller has complied with its obligations under Section 4980B of the Code, (ii) each of the Plans . Each Plan which is intended to be "qualified" within the meaning of Section section 401(a) of the Code has been determined to be so qualified by received a favorable determination letter from the Internal Revenue Service or will be submitted for such determination within the applicable remedial amendment period and nothing to Seller's Knowledge no event has occurred that would and no condition exists which could reasonably be reasonably expected to result in the revocation of any such plan ceasing to be qualifieddetermination. (d) Except as provided in Schedule 4.4(d), (iii) with respect to each Plan that is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value none of the assets of such Plan allocable to such accrued benefits, (iv) no Plan Plans provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees employees, officers, or directors (or their beneficiaries) of Dime, its Subsidiaries or any ERISA Affiliate Seller beyond their retirement or other termination of serviceemployment, other than (wi) coverage for benefits mandated by applicable lawSection 4980B of the Code, (xii) death benefits or retirement benefits under any "an employee pension plan", benefit plan (as that term is defined in Section by section 3(2) of ERISA), (y) deferred compensation benefits accrued as liabilities on the books of Dime, its Subsidiaries or the ERISA Affiliates or (ziii) benefits benefits, the full cost of which is borne by the such current or former employee employees, officers, directors, or beneficiaries. (e) No Employee Benefit Plan sponsored by Seller or his beneficiary), (v) no liability under Title IV of ERISA has been incurred by Dime, its Subsidiaries or any an ERISA Affiliate that has not been satisfied in full (other than payment of premiums not yet due to the Pension Benefit Guaranty Corporation (the "PBGC")), and no condition exists that would be reasonably expected to result in Dime, its Subsidiaries or any ERISA Affiliate incurring a material liability thereunder, (vi) no Plan is a "multi-employer pension multiemployer plan", as such term is defined in Section 3(37) " within the meaning of ERISA, (vii) all contributions or other amounts payable by Dime or its Subsidiaries as of the Effective Time with respect to each Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither Dime, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction in connection with which Dime, its Subsidiaries or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(isection 4001(a)(3) of ERISA or a material tax imposed pursuant "multiple employer plan" as addressed in section 4063 or 4064 of ERISA. No Employee Benefit Plan sponsored by Seller or an ERISA Affiliate, now, or has been within the preceding six years, subject to Section 4975 Title IV of ERISA. Neither Seller, nor any entity required to be aggregated with Seller for purposes of section 4001(b) of ERISA has, during the past six years, maintained, contributed to, or 4976 had any liability for any employee pension benefit plan that is or has been subject to Title IV of the Code, and (ix) there are no pending, or, to the knowledge of Dime, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Plans or any trusts related theretoERISA. (df) Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, no Plan exists which provides for or could result in the payment to any Dime employee of any money or other property or rights or accelerate the vesting or payment of such amounts or rights to any Dime employee as a result of the transactions contemplated by this Agreement, including the Merger, whether or not such payment or acceleration would constitute a parachute payment within the meaning of Code Section 280G. Except as set forth in Section 4.11(d) of the Dime Disclosure Schedule, since March 31, 2001, neither Dime nor any of its Subsidiaries has taken any action that would result in a payment or acceleration described in the preceding sentence. (e) Except as set forth in Section 4.11(e) of the Dime Disclosure Schedule, (i) neither Dime nor any of its Subsidiaries is a party to or is bound by any written contract or arrangement with respect to the employment or compensation of any (x) consultants receiving in excess of $100,000 annually and (y) employees receiving compensation (salary, bonus and commission) in excess of $250,000 annually, and (ii) except as provided under the Plans set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule and other agreements or arrangements set forth in Sections 4.11(d) and (e) of the Dime Disclosure Schedule, The consummation of the transactions contemplated by this Agreement and the other Seller Agreements will not (either alone or upon the occurrence of any additional acts or events) result in (i) any payment (whether of severance pay including, without limitation, severance, unemployment compensation, golden parachute, bonus payments or otherwise) becoming due from Dime under a Transferred Contract, Assumed Welfare Plan Contract or oral arrangement to any current or former director, officer, employee or consultant of the Seller or any Subsidiary to any officer or employee thereof. No officer or employee of Dime or any Subsidiary isERISA Affiliate, nor shall be, entitled to receive duplicative severance payments and benefits under both (i) an employment or severance agreement and (ii) a severance any increase in the amount of salary or change-in-control planwages payable to any director, programofficer, employee or consultant of the Seller or any ERISA Affiliate, or other arrangement. Dime has previously delivered or made available to Washington Mutual true and complete copies of all consulting agreements calling for payments in excess of $150,000 annually, and employment and deferred compensation agreements (or forms thereof) providing for compensation (salary, bonus and commission) in excess of $250,000 annually that are in writing to which Dime or any of its Subsidiaries is a party. (f) Except as set forth in Section 4.11(f) of the Dime Disclosure Schedule, no current employee of Dime or any of its Subsidiaries received aggregate remuneration (bonus, salary and commission) in excess of $250,000 for 2000 or would reasonably be expected to receive aggregate remuneration (excluding severance or other payments which, pursuant to an agreement or arrangement set forth in Section 4.11(e) of the Dime Disclosure Schedule, are made as a result of consummation of the transactions contemplated by this Agreement, either alone or upon the occurrence of any additional acts or events) in excess of $250,000 in 2001. (g) With respect to the Amended and Restated Umbrella Trust Agreements among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee, with respect to the Covered Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, the Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Designated Arrangements of The Dime Savings Bank of New York, FSB and Related Entities, and the Benefit Protection Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee (together, the "Employee Umbrella Trusts") and the Amended and Restated Umbrella Trust Agreement among Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and HSBC Bank USA, as Trustee with respect to the Covered Arrangements for Outside Directors of The Dime Savings Bank of New York, FSB and Related Entities, (the "Director Umbrella Trust" and, collectively with the Employee Umbrella Trusts, the "Umbrella Trust Agreements"): (i) there has been no Irrevocable Election (as defined in each such agreement); (ii) all Covered Arrangements (as defined in each such agreement) have been disclosed to Washington Mutual prior to the date of this Agreement, and there shall be no additional Covered Arrangements both approved and entered into after June 22, 2001, and (iii) except as provided in Section 7.7(f), at no time on or after the date of this Agreement and prior to the Effective Time shall the Committee (as defined in the Umbrella Trust Agreements during such time period) amend the Umbrella Trust Agreements in any way without the prior written consent of Washington Mutual. (h) Effective as acceleration of the date vesting or timing of this Agreementpayment of any benefits or compensation payable to any director, all Dime Stock Option Plans under which grants may be made prospectively have been amended to delete all references to "the publication officer, employee or dissemination consultant of an announcement of action intended to result in a Terminating Event" (as defined in each applicable Dime Stock Option Plan) with respect to future paymentsSeller or any ERISA Affiliate.