RICHMOND COUNTY FINANCIAL CORP
STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>y47188ex10-2.htm
<DESCRIPTION>STOCK OPTION AGREEMENT
<TEXT>

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<TITLE>EXHIBIT 10.2</TITLE>
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                     <B>RICHMOND COUNTY FINANCIAL CORP.<BR>
                           STOCK OPTION AGREEMENT</B>
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
STOCK
OPTION AGREEMENT, dated as of March 27, 2001, between New York Community
Bancorp, Inc. (&#147;NYCB&#148;), a Delaware corporation (&#147;Grantee&#148;),
and Richmond County Financial Corp., a Delaware corporation
(&#147;Issuer&#148;). </P>

<P ALIGN=CENTER>
                              <B>W I T N E S S E T H:</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       WHEREAS, Grantee and Issuer are entering into an Agreement and Plan of Merger (the
&#147;Merger Agreement&#148;);
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
as a condition and an inducement to Grantee&#146;s entering into the Merger
Agreement, Issuer is granting Grantee the Option (as hereinafter defined) and,
as a condition and an inducement to Issuer&#146;s entering into the Merger
Agreement, Grantee is granting Issuer a Reciprocal Option (as hereinafter
defined) on terms and conditions substantially identical to those of this
Agreement; and </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       WHEREAS, the Board of Directors of Issuer has approved the grant of the Option and
the Merger Agreement;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein and in the Merger Agreement, the parties hereto
agree as follows: </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;
<U>Grant of Option</U>. Issuer hereby grants to Grantee an unconditional,
irrevocable option (the &#147;Option&#148;) to purchase, subject to the terms
hereof, up to an aggregate of 5,281,566 fully paid and nonassessable shares of
the common stock, par value $0.01 per share, of Issuer (&#147;Common
Stock&#148;) at a price per share equal to<B> </B>$26.50, (such price, as
adjusted if applicable, the &#147;Option Price&#148;); <I>provided, however,
</I>that in no event shall the number of shares for which this Option is
exercisable exceed 19.9% of the issued and outstanding shares of Common Stock
without giving effect to any shares subject to or issued pursuant to this
Option. The number of shares of Common Stock that may be received upon the
exercise of the Option and the Option Price are subject to adjustment as herein
set forth. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;
<U>Exercise of Option</U>. (a) The Holder (as hereinafter defined) may exercise
the Option, in whole or part, if, but only if, both an Initial Triggering Event
(as hereinafter defined) and a Subsequent Triggering Event (as hereinafter
defined) shall have occurred prior to the occurrence of an Exercise Termination
Event (as hereinafter defined), <I>provided </I>that the Holder shall have sent
the written notice of such exercise (as provided in subsection (e) of this
Section 2) within six (6) months following such Subsequent Triggering Event (or
such </P>


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<P>later period as provided in
Section 10). Each of the following shall be an Exercise Termination Event: (i)
the Effective Time of the Merger; (ii) termination of the Merger Agreement in
accordance with the provisions thereof if such termination occurs prior to the
occurrence of an Initial Triggering Event except a termination by Grantee
pursuant to Section 8.4(a) due to a willful breach by Issuer (a &#147;Listed
Termination&#148;); or (iii) the passage of twelve (12) months (or such longer
period as provided in Section 10) after termination of the Merger Agreement if
such termination follows the occurrence of an Initial Triggering Event or is a
Listed Termination. The term &#147;Holder&#148; shall mean the holder or holders
of the Option. Notwithstanding anything to the contrary contained herein, (i)
the Option may not be exercised at any time when Grantee shall be in material
breach of any of its covenants or agreements contained in the Merger Agreement
such that Issuer shall be entitled to terminate the Merger Agreement pursuant to
Section 8.3(a) thereof and (ii) this Agreement shall automatically terminate
upon the proper termination of the Merger Agreement by Issuer pursuant to
Section 8.3(a) thereof as a result of the material breach by Grantee of its
covenants or agreements contained in the Merger Agreement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The term &#147;Initial Triggering Event&#148; shall mean any of the following
events or transactions occurring on or after the date hereof: </P>

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<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Issuer or any of its Subsidiaries (as defined in Rule 1-02 of Regulation S-X
promulgated by the Securities and Exchange Commission (the &#147;SEC&#148;))
(each an &#147;Issuer Subsidiary&#148;), without having received Grantee&#146;s
prior written consent, shall have entered into an agreement to engage in an
Acquisition Transaction (as hereinafter defined) with any person (the term
&#147;person&#148; for purposes of this Agreement having the meaning assigned
thereto in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the &#147;1934 Act&#148;), and the rules and regulations thereunder)
other than Grantee or any of its Subsidiaries (each a &#147;Grantee
Subsidiary&#148;) or the Board of Directors of Issuer (the &#147;Issuer
Board&#148;) shall have recommended that the shareholders of Issuer approve or
accept any Acquisition Transaction other than the merger transaction
contemplated by the Merger Agreement. For purposes of this Agreement,
&#147;Acquisition Transaction&#148; shall mean (x) a merger or consolidation, or
any similar transaction, involving Issuer or any Issuer Subsidiary or group of
Issuer Subsidiaries that is, or would on an aggregate basis constitute, a
Significant Subsidiary (as defined in Rule 1-02 of Regulation S-X) (other than
mergers, consolidations or similar transactions (i)&#160;involving solely Issuer
and/or one or more wholly-owned Subsidiaries of the Issuer or (ii) after which
the common shareholders of the Issuer immediately prior thereto in the aggregate
own or continue to own at least 60% of the common stock of the Issuer or the
publicly held surviving or successor corporation immediately following
consummation thereof, <I>provided </I>that any such transaction is not entered
into in violation of the terms of the Merger Agreement), (y) a purchase, lease
or other acquisition of all or any substantial part of the assets or deposits of
Issuer or any Issuer Subsidiary or group of Issuer Subsidiaries that is, or
would on an aggregate basis constitute, a Significant Subsidiary, or (z) a
purchase or other acquisition (including by way of merger, consolidation, share
exchange or otherwise) of securities
</TD>
</TR>
</TABLE>
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<TD WIDTH=95%>
representing
25% or more of the voting power of Issuer or any Issuer Subsidiary or group of
Issuer Subsidiaries that is, or would on an aggregate basis constitute, a
Significant Subsidiary, <I>provided</I> that Acquisition Transaction shall not
include any transaction specifically disclosed in the Issuer&#146;s Reports
filed prior to the date hereof;</TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Any person other than the Grantee or any Grantee Subsidiary or any Issuer
Subsidiary acting in a fiduciary capacity in the ordinary course of business
shall have acquired beneficial ownership or the right to acquire beneficial
ownership of 10% or more of the outstanding shares of Common Stock (the term
&#147;beneficial ownership&#148; for purposes of this Agreement having the
meaning assigned thereto in Section 13(d) of the 1934 Act, and the rules and
regulations thereunder);
</TD>
</TR>
</TABLE>
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<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
The shareholders of Issuer shall have voted and failed to approve the Merger
Agreement and the Merger at a meeting which has been held for that purpose or
any adjournment or postponement thereof, or such meeting shall not have been
held in violation of the Merger Agreement or shall have been canceled prior to
termination of the Merger Agreement if, prior to such meeting (or if such
meeting shall not have been held or shall have been canceled, prior to such
termination), it shall have been publicly announced that any person (other than
Grantee or any of its Subsidiaries) shall have made, or disclosed an intention
to make, a proposal to engage in an Acquisition Transaction;
</TD>
</TR>
</TABLE>
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<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
The Issuer Board shall have withdrawn or modified (or publicly announced its
intention to withdraw or modify) or failed to make in any manner adverse in any
respect to Grantee its recommendation that the shareholders of Issuer approve
the transactions contemplated by the Merger Agreement after it shall have been
publicly announced that any person (other than Grantee or any of its
subsidiaries) shall have made, or disclosed an intention to make, or any person
(other than Grantee or any of its subsidiaries) shall have otherwise made a bona
fide proposal to engage in an Acquisition Transaction, or Issuer or the Issuer
Subsidiary shall have authorized, recommended, proposed (or publicly announced
its intention to authorize, recommend or propose) an agreement to engage in an
Acquisition Transaction with any person other than Grantee or a Grantee
Subsidiary;
</TD>
</TR>
</TABLE>
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<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
Any person other than Grantee or any Grantee Subsidiary shall have filed with
the SEC a registration statement or tender offer materials with respect to a
potential exchange or tender offer that would constitute an Acquisition
Transaction (or filed a preliminary proxy statement with the SEC with respect to
a potential vote by its shareholders to approve the issuance of shares to be
offered in such an exchange offer); or
</TD>
</TR>
</TABLE>
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<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
Any person other than Grantee or any Grantee Subsidiary shall have filed an
application or notice with the Board of Governors of the Federal Reserve System
(the
</TD>
</TR>
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&#147;Federal
Reserve Board&#148;) or other federal or state bank regulatory or antitrust
authority for approval to engage in an Acquisition Transaction.</TD>
</TR>
</TABLE>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
The term &#147;Subsequent Triggering Event&#148; shall mean any of the following
events or transactions occurring after the date hereof: </P>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
The acquisition by any person (other than Grantee or any Grantee Subsidiary) of
beneficial ownership of 25% or more of the then outstanding Common Stock; or
</TD>
</TR>
</TABLE>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
The occurrence of the Initial Triggering Event described in clause (i) of
subsection (b) of this Section 2.
</TD>
</TR>
</TABLE>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
The term &#147;Reciprocal Option&#148; shall mean the option granted pursuant to
the option agreement dated the date hereof between the Grantee, as issuer of
such option, and Issuer, as grantee of such option. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
Issuer shall notify Grantee promptly in writing of the occurrence of any Initial
Triggering Event or Subsequent Triggering Event (together, a &#147;Triggering
Event&#148;), it being understood that the giving of such notice by Issuer shall
not be a condition to the right of the Holder to exercise the Option. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
In the event the Holder is entitled to and wishes to exercise the Option (or any
portion thereof), it shall send to Issuer a written notice (the date of which
being herein referred to as the &#147;Notice Date&#148;) specifying (i) the
total number of shares it will purchase pursuant to such exercise and (ii) a
place and date not earlier than three business days nor later than 60 business
days from the Notice Date for the closing of such purchase (the &#147;Closing
Date&#148;); <I>provided </I>that if prior notification to or approval of the
Federal Reserve Board or any other regulatory or antitrust agency is required in
connection with such purchase, the Holder shall promptly file the required
notice or application for approval, shall promptly notify Issuer of such filing,
and shall expeditiously process the same and the period of time that otherwise
would run pursuant to this sentence shall run instead from the date on which any
required notification periods have expired or been terminated or such approvals
have been obtained and any requisite waiting period or periods shall have
passed. Any exercise of the Option shall be deemed to occur on the Notice Date
relating thereto. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
At the closing referred to in subsection (f) of this Section 2, the Holder shall
(i) pay to Issuer the aggregate purchase price for the shares of Common Stock
purchased pursuant to the exercise of the Option in immediately available funds
by wire transfer to a bank account designated by Issuer and (ii) present and
surrender this Agreement to Issuer at its principal executive offices,
<I>provided</I> that the failure or refusal of the Issuer to designate such a
bank account or accept surrender of this Agreement shall not preclude the Holder
from exercising the Option . </P>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)
At such closing, simultaneously with the delivery of immediately available funds
as provided in subsection (g) of this Section 2, Issuer shall deliver to the
Holder a certificate or certificates representing the number of shares of Common
Stock purchased by the Holder and, if the Option should be exercised in part
only, a new Option evidencing the rights of the Holder thereof to purchase the
balance of the shares purchasable hereunder. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Certificates for Common Stock delivered at a closing hereunder may be endorsed
with a restrictive legend that shall read substantially as follows: </P>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;The
transfer of the shares represented by this certificate is subject to certain
provisions of an agreement, dated as of _________, 2001, between the registered
holder hereof and Issuer and to resale restrictions arising under the Securities
Act of 1933, as amended. A copy of such agreement is on file at the principal
office of Issuer and will be provided to the holder hereof without charge upon
receipt by Issuer of a written request therefor.&#148;
</TD>
</TR>
</TABLE>
<BR>

<P>It is understood and agreed
that: (i) the reference to the resale restrictions of the Securities Act of
1933, as amended (the &#147;1933 Act&#148;) in the above legend shall be removed
by delivery of substitute certificate(s) without such reference if the Holder
shall have delivered to Issuer a copy of a letter from the staff of the SEC, or
an opinion of counsel, in form and substance reasonably satisfactory to Issuer,
to the effect that such legend is not required for purposes of the 1933 Act;
(ii) the reference to the provisions of this Agreement in the above legend shall
be removed by delivery of substitute certificate(s) without such reference if
the shares have been sold or transferred in compliance with the provisions of
this Agreement and under circumstances that do not require the retention of such
reference in the opinion of Counsel to the Holder; and (iii) the legend shall be
removed in its entirety if the conditions in the preceding clauses (i) and (ii)
are both satisfied. In addition, such certificates shall bear any other legend
as may be required by law. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)
Upon the giving by the Holder to Issuer of the written notice of exercise of the
Option provided for under subsection (f) of this Section 2 and the tender of the
applicable purchase price in immediately available funds, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of Issuer shall
then be closed or that certificates representing such shares of Common Stock
shall not then be actually delivered to the Holder. Issuer shall pay all
expenses, and any and all United States federal, state and local taxes and other
charges that may be payable in connection with the preparation, issue and
delivery of stock certificates under this Section 2 in the name of the Holder or
its assignee, transferee or designee. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         3.&nbsp;&nbsp;<U>Authorized Shares</U>. Issuer agrees: (i) that it
shall at all times maintain, free from preemptive rights, sufficient authorized
but unissued or treasury shares of Common Stock so that the Option may be
exercised without additional authorization of Common Stock after giving effect
to all other options, warrants, convertible securities and other rights to
purchase
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<P>Common Stock; (ii) that it
will not, by charter amendment or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act, avoid or seek to
avoid the observance or performance of any of the covenants, stipulations or
conditions to be observed or performed hereunder by Issuer; (iii) promptly to
take all action as may from time to time be required (including (x) complying
with any applicable premerger notification, reporting and waiting period
requirements specified in 15 U.S.C. Section 18a and regulations promulgated
thereunder and (y) in the event, under the Bank Holding Company Act of 1956, as
amended (the &#147;BHCA&#148;), or the Change in Bank Control Act of 1978, as
amended, or any state or other federal banking law, prior approval of or notice
to the Federal Reserve Board or to any state or other federal regulatory
authority is necessary before the Option may be exercised, cooperating fully
with the Holder in preparing such applications or notices and providing such
information to the Federal Reserve Board or such state or other federal
regulatory authority as they may require) in order to permit the Holder to
exercise the Option and Issuer duly and effectively to issue shares of Common
Stock pursuant hereto; and (iv) promptly to take all action provided herein to
protect the rights of the Holder against dilution. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;
<U>Division of Option</U>. This Agreement (and the Option granted hereby) are
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender of this Agreement at the principal office of Issuer, for other
Agreements providing for Options of different denominations entitling the holder
thereof to purchase, on the same terms and subject to the same conditions as are
set forth herein, in the aggregate the same number of shares of Common Stock
purchasable hereunder. The terms &#147;Agreement&#148; and &#147;Option&#148; as
used herein include any Agreements and related Options for which this Agreement
(and the Option granted hereby) may be exchanged. Upon receipt by Issuer of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Agreement, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of
like tenor and date. Any such new Agreement executed and delivered shall
constitute an additional contractual obligation on the part of Issuer, whether
or not the Agreement so lost, stolen, destroyed or mutilated shall at any time
be enforceable by anyone. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;
<U>Adjustment upon Certain Changes in Capitalization</U>. In the event of any
change in, or distributions in respect of, the Common Stock by reason of stock
dividends (excluding any stock dividend announced prior to the date hereof but
not yet effective), split-ups, recapitalizations, stock combinations,
subdivisions, conversions, exchanges of shares or the like, this Option shall be
automatically adjusted so that Grantee shall receive, upon exercise of the
Option, the number and class of shares or other securities or property that
Grantee would have received in respect of Common Stock if the Option had been
exercised immediately prior to such event, or the record date therefor, as
applicable and the exercise price shall be, if necessary, appropriately
adjusted. Notwithstanding the foregoing, if the provisions of Section&#160;10
are applicable, the adjustments provided for in the preceding sentence shall not
be made and the adjustments set forth in Section&#160;10 shall be made. </P>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;
<U>Registration Rights</U>. Upon the occurrence of a Subsequent Triggering Event
that occurs prior to an Exercise Termination Event, Issuer shall, at the request
of Grantee delivered within twelve (12) months (or such later period as provided
in Section 10) of such Subsequent Triggering Event (whether on its own behalf or
on behalf of any subsequent holder of this Option (or part thereof) or any of
the shares of Common Stock issued pursuant hereto), promptly prepare, file and
keep current a registration statement under the 1933 Act covering any shares
issued and issuable pursuant to this Option and shall use its reasonable best
efforts to cause such registration statement to become effective and remain
current in order to permit the sale or other disposition of any shares of Common
Stock issued upon total or partial exercise of this Option (&#147;Option
Shares&#148;) in accordance with any plan of disposition requested by Grantee.
Issuer will use its reasonable best efforts to cause such registration statement
promptly to become effective and then to remain effective for such period not in
excess of 180 days from the day such registration statement first becomes
effective or such shorter time as may be reasonably necessary to effect such
sales or other dispositions. Grantee shall have the right to demand two such
registrations. The Issuer shall bear the costs of such registrations (including,
but not limited to, Issuer&#146;s attorneys&#146; fees, printing costs and
filing fees, except for underwriting discounts or commissions, brokers&#146;
fees and the fees and disbursements of Grantee&#146;s counsel related thereto).
The foregoing notwithstanding, if, at the time of any request by Grantee for
registration of Option Shares as provided above, Issuer is in registration with
respect to an underwritten public offering by Issuer of shares of Common Stock,
and if in the good faith judgment of the managing underwriter or managing
underwriters, or, if none, the sole underwriter or underwriters, of such
offering the offer and sale of the Option Shares would interfere with the
successful marketing of the shares of Common Stock offered by Issuer, the number
of Option Shares otherwise to be covered in the registration statement
contemplated hereby may be reduced; <I>provided, however, </I>that after any
such required reduction the number of Option Shares to be included in such
offering for the account of the Holder shall constitute at least 25% of the
total number of shares to be sold by the Holder and Issuer in the aggregate; and
<I>provided further, however, </I>that if such reduction occurs, then Issuer
shall file a registration statement for the balance as promptly as practicable
thereafter as to which no reduction pursuant to this Section 6 shall be
permitted or occur and the Holder shall thereafter be entitled to one additional
registration and the twelve (12) month period referred to in the first sentence
of this section shall be increased to twenty-four (24) months. Each such Holder
shall provide all information reasonably requested by Issuer for inclusion in
any registration statement to be filed hereunder. If requested by any such
Holder in connection with such registration, Issuer shall become a party to any
underwriting agreement relating to the sale of such shares, but only to the
extent of obligating itself in respect of representations, warranties,
indemnities and other agreements customarily included in such underwriting
agreements for Issuer. Upon receiving any request under this Section 6 from any
Holder, Issuer agrees to send a copy thereof to any other person known to Issuer
to be entitled to registration rights under this Section 6, in each case by
promptly mailing the same, postage prepaid, to the address of record of the
persons entitled to receive such copies. Notwithstanding anything to the
contrary contained herein, in no event shall the number of registrations that
Issuer is </P>

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<P>obligated to effect be
increased by reason of the fact that there shall be more than one Holder as a
result of any assignment or division of this Agreement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;
<U>Repurchase of Option at the Election of Grantee</U>. (a) At any time after
the occurrence of a Repurchase Event (as defined below) and prior to the date
that is twelve (12) months immediately thereafter (i) at the request of the
Holder, delivered prior to an Exercise Termination Event (or such later period
as provided in Section 10), Issuer (or any successor thereto) shall repurchase
the Option from the Holder at a price (the &#147;Option Repurchase Price&#148;)
equal to the amount by which (A)&#160;the market/offer price (as defined below)
exceeds (B)&#160;the Option Price, multiplied by the number of shares for which
this Option may then be exercised and (ii) at the request of the owner of Option
Shares from time to time (the &#147;Owner&#148;), delivered prior to an Exercise
Termination Event (or such later period as provided in Section 10), Issuer (or
any successor thereto) shall repurchase such number of the Option Shares from
the Owner as the Owner shall designate at a price (the &#147;Option Share
Repurchase Price&#148;) equal to the market/offer price multiplied by the number
of Option Shares so designated. The term &#147;market/offer price&#148; shall
mean the highest of (i) the price per share of Common Stock at which a tender or
exchange offer therefor has been made, (ii)&#160;the price per share of Common
Stock to be paid by any third party pursuant to an agreement with Issuer, (iii)
the highest closing price for shares of Common Stock within the one-month period
immediately preceding the date the Holder gives notice of the required
repurchase of this Option or the Owner gives notice of the required repurchase
of Option Shares, as the case may be, or (iv) in the event of a sale of all or
any substantial part of Issuer&#146;s assets or deposits, the sum of the net
price paid in such sale for such assets or deposits and the current market value
of the remaining net assets of Issuer as determined by a nationally recognized
investment banking firm selected by the Holder or the Owner, as the case may be
divided by the number of shares of Common Stock of Issuer outstanding at the
time of such sale. In determining the market/offer price, the value of
consideration other than cash shall be determined by a nationally recognized
investment banking firm selected by the Holder or Owner, as the case may be. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The Holder and the Owner, as the case may be, may exercise its right to require
Issuer to repurchase the Option and any Option Shares pursuant to this Section 7
by surrendering for such purpose to Issuer, at its principal office, a copy of
this Agreement or certificates for Option Shares, as applicable, accompanied by
a written notice or notices stating that the Holder or the Owner, as the case
may be, elects to require Issuer to repurchase this Option and/or the Option
Shares in accordance with the provisions of this Section 7. As promptly as
practicable, and in any event within five business days after the surrender of
the Option and/or certificates representing Option Shares and the receipt of
such notice or notices relating thereto, Issuer shall deliver or cause to be
delivered to the Holder the Option Repurchase Price and/or to the Owner the
Option Share Repurchase Price therefor or the portion thereof that Issuer is not
then prohibited under applicable law and regulation from so delivering. </P>

<P ALIGN=CENTER>
                                          -8-
</P>

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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
To the extent that Issuer is prohibited under applicable law or regulation, or
as a consequence of administrative policy, from repurchasing the Option and/or
the Option Shares in full, Issuer shall immediately so notify the Holder and/or
the Owner and thereafter deliver or cause to be delivered, from time to time, to
the Holder and/or the Owner, as appropriate, the portion of the Option
Repurchase Price and the Option Share Repurchase Price, respectively, that it is
no longer prohibited from delivering, within five business days after the date
on which Issuer is no longer so prohibited; <I>provided, however, </I>that if
Issuer at any time after delivery of a notice of repurchase pursuant to
paragraph (b) of this Section 7 is prohibited under applicable law or
regulation, or as a consequence of administrative policy, from delivering to the
Holder and/or the Owner, as appropriate, the Option Repurchase Price and the
Option Share Repurchase Price, respectively, in full (and Issuer hereby
undertakes to use its reasonable best efforts to obtain all required regulatory
and legal approvals and to file any required notices as promptly as practicable
in order to accomplish such repurchase), the Holder or Owner may revoke its
notice of repurchase of the Option and/or the Option Shares whether in whole or
to the extent of the prohibition, whereupon, in the latter case, Issuer shall
promptly (i) deliver to the Holder and/or the Owner, as appropriate, that
portion of the Option Repurchase Price and/or the Option Share Repurchase Price
that Issuer is not prohibited from delivering; and (ii) deliver, as appropriate,
either (A) to the Holder, a new Agreement evidencing the right of the Holder to
purchase that number of shares of Common Stock obtained by multiplying the
number of shares of Common Stock for which the surrendered Agreement was
exercisable at the time of delivery of the notice of repurchase by a fraction,
the numerator of which is the Option Repurchase Price less the portion thereof
theretofore delivered to the Holder and the denominator of which is the Option
Repurchase Price, and/or (B) to the Owner, a certificate for the Option Shares
it is then so prohibited from repurchasing. If an Exercise Termination Event
shall have occurred prior to the date of the notice by Issuer described in the
first sentence of this subsection (c), or shall be scheduled to occur at any
time before the expiration of a period ending on the thirtieth day after such
date, the Holder shall nonetheless have the right to exercise the Option until
the expiration of such 30-day period. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
Issuer shall not enter into any agreement relating to or facilitating an
Acquisition Transaction, unless the other party or parties thereto agree that,
if the Issuer is prohibited from repurchasing (in whole or in part) the Option
and/or Option Shares pursuant to Section 7(c) or the Substitute Option and/or
Substitute Option Shares pursuant to Section 9(c) or from paying (in whole or in
part) the Surrender Price pursuant to Section 14(c), such other party or parties
will make such payment unless it or they is prohibited from doing so by
applicable law or regulation. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (e) For purposes of this Section 7, a &#147;Repurchase Event&#148;
shall be deemed to have occurred upon the occurrence of any of the following
events or transactions after the date hereof:
</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
the acquisition by any person (other than Grantee or any Grantee Subsidiary) of
beneficial ownership of 50% or more of the then outstanding Common Stock; or
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>
                                          -9-
</P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
the consummation of any Acquisition Transaction described in Section 2(b)(i)
hereof, except that the percentage referred to in clause (z) shall be 50%.
</TD>
</TR>
</TABLE>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;
<U>Substitute Option</U>. (a) In the event that prior to an Exercise Termination
Event, Issuer shall enter into an agreement (i) to consolidate with or merge
into any person, other than Grantee or a Grantee Subsidiary, or engage in a plan
of exchange with any person, other than Grantee or a Grantee Subsidiary and
Issuer shall not be the continuing or surviving corporation of such
consolidation or merger or the acquirer in such plan of exchange, (ii) to permit
any person, other than Grantee or a Grantee Subsidiary, to merge into Issuer or
be acquired by Issuer in a plan of exchange and Issuer shall be the continuing
or surviving or acquiring corporation, but, in connection with such merger or
plan of exchange, the then outstanding shares of Common Stock shall be changed
into or exchanged for stock or other securities of any other person or cash or
any other property or the then outstanding shares of Common Stock shall after
such merger or plan of exchange represent less than 60% of the outstanding
shares and share equivalents of the merged or acquiring company, or (iii) to
sell or otherwise transfer all or a substantial part of its or the Issuer
Subsidiary&#146;s assets or deposits to any person, other than Grantee or a
Grantee Subsidiary, then, and in each such case, the agreement governing such
transaction shall make proper provision so that the Option shall, upon the
consummation of any such transaction and upon the terms and conditions set forth
herein, be converted into, or exchanged for, an option (the &#147;Substitute
Option&#148;), at the election of the Holder, of either (x) the Acquiring
Corporation (as hereinafter defined) or (y)&#160;any person that controls the
Acquiring Corporation. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       (b)   The following terms have the meanings indicated:
</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                   (i)   &#147;Acquiring Corporation&#148; shall mean (i) the continuing or surviving
       person of a consolidation or merger with Issuer (if other than Issuer), (ii) the acquiring
       person in a plan of exchange in which Issuer is acquired, (iii) the Issuer in a merger or
       plan of exchange in which Issuer is the continuing or surviving or acquiring person, and
       (iv) the transferee of all or a substantial part of Issuer's consolidated assets or deposits.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                   (ii)  &#147;Substitute Common Stock&#148; shall mean the common stock issued by the
       issuer of the Substitute Option upon exercise of the Substitute Option.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                   (iii) &#147;Assigned Value&#148; shall mean the market/offer price, as defined in
       Section 7.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                   (iv)  &#147;Average Price&#148; shall mean the average closing price of a share of the
       Substitute Common Stock for one year immediately preceding the consolidation,
       merger or sale in question, but in no event higher than the closing price of the shares of
       Substitute Common Stock on the day preceding such consolidation, merger or sale;
       provided that if Issuer is the issuer of the Substitute Option, the Average Price shall be
       computed with respect to a share of common stock issued by the person merging into
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>
                                          -10-
</P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>
       Issuer or by any company which controls or is controlled by such person, as the Holder
       may elect.
</TD>
</TR>
</TABLE>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
Subject to paragraph (d) of this Section 8, the Substitute Option shall have the
same terms as the Option, <I>provided </I>that if the terms of the Substitute
Option cannot, for legal reasons, be the same as the Option, such terms shall be
as similar as possible and in no event less advantageous to the Holder. The
issuer of the Substitute Option shall also enter into an agreement with the then
Holder or Holders of the Substitute Option in substantially the same form as
this Agreement (after giving effect for such purpose to the provisions of
Section 9), which agreement shall be applicable to the Substitute Option. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
The Substitute Option shall be exercisable for such number of shares of
Substitute Common Stock as is equal to the Assigned Value multiplied by the
number of shares of Common Stock for which the Option was exercisable
immediately prior to the event described in the first sentence of Section 8(a),
divided by the Average Price. The exercise price of the Substitute Option per
share of Substitute Common Stock shall then be equal to the Option Price
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock for which the Option was exercisable immediately prior to the
event described in the first sentence of Section 8(a) and the denominator of
which shall be the number of shares of Substitute Common Stock for which the
Substitute Option is exercisable. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
In no event, pursuant to any of the foregoing paragraphs, shall the Substitute
Option be exercisable for more than 19.9% of the shares of Substitute Common
Stock outstanding prior to exercise of the Substitute Option. In the event that
the Substitute Option would be exercisable for more than 19.9% of the shares of
Substitute Common Stock outstanding prior to exercise but for this clause (e),
the issuer of the Substitute Option (the &#147;Substitute Option Issuer&#148;)
shall make a cash payment to Holder equal to the excess of (i) the value of the
Substitute Option without giving effect to the limitation in this clause (e)
over (ii) the value of the Substitute Option after giving effect to the
limitation in this clause (e). This difference in value shall be determined by a
nationally recognized investment banking firm selected by the Holder. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
Issuer shall not enter into any transaction described in subsection (a) of this
Section&#160;8, or into any agreement that is designed to, or has the purpose of
facilitating such a transaction, unless the Acquiring Corporation and any person
that controls the Acquiring Corporation assume in writing all the obligations of
Issuer hereunder. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;
<U>Repurchase of Substitute Option</U>. (a) At the request of the holder of the
Substitute Option (the &#147;Substitute Option Holder&#148;), the issuer of the
Substitute Option (the &#147;Substitute Option Issuer&#148;) shall repurchase
the Substitute Option from the Substitute Option Holder at a price (the
&#147;Substitute Option Repurchase Price&#148;) equal to the amount by which (i)
the Highest Closing Price (as hereinafter defined) exceeds (ii) the exercise
price of the Substitute Option, multiplied by the number of shares of Substitute
Common Stock for which the </P>

<P ALIGN=CENTER>
                                          -11-
</P>

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<P>Substitute Option may then
be exercised, and at the request of the owner (the &#147;Substitute Share
Owner&#148;) of shares of Substitute Common Stock (the &#147;Substitute
Shares&#148;), the Substitute Option Issuer shall repurchase the Substitute
Shares at a price (the &#147;Substitute Share Repurchase Price&#148;) equal to
the Highest Closing Price multiplied by the number of Substitute Shares so
designated. The term &#147;Highest Closing Price&#148; shall mean the highest
closing price for shares of Substitute Common Stock within the one-month period
immediately preceding the date the Substitute Option Holder gives notice of the
required repurchase of the Substitute Option or the Substitute Share Owner gives
notice of the required repurchase of the Substitute Shares, as applicable. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The Substitute Option Holder and the Substitute Share Owner, as the case may be,
may exercise its respective rights to require the Substitute Option Issuer to
repurchase the Substitute Option and the Substitute Shares pursuant to this
Section 9 by surrendering for such purpose to the Substitute Option Issuer, at
its principal office, the agreement for such Substitute Option (or, in the
absence of such an agreement, a copy of this Agreement) and/or certificates for
Substitute Shares accompanied by a written notice or notices stating that the
Substitute Option Holder or the Substitute Share Owner, as the case may be,
elects to require the Substitute Option Issuer to repurchase the Substitute
Option and/or the Substitute Shares in accordance with the provisions of this
Section 9. As promptly as practicable and in any event within five business days
after the surrender of the Substitute Option and/or certificates representing
Substitute Shares and the receipt of such notice or notices relating thereto,
the Substitute Option Issuer shall deliver or cause to be delivered to the
Substitute Option Holder the Substitute Option Repurchase Price and/or to the
Substitute Share Owner the Substitute Share Repurchase Price therefor or the
portion thereof which the Substitute Option Issuer is not then prohibited under
applicable law and regulation from so delivering. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
To the extent that the Substitute Option Issuer is prohibited under applicable
law or regulation, or as a consequence of administrative policy, from
repurchasing the Substitute Option and/or the Substitute Shares in part or in
full, the Substitute Option Issuer shall immediately so notify the Substitute
Option Holder and/or the Substitute Share Owner and thereafter deliver or cause
to be delivered, from time to time, to the Substitute Option Holder and/or the
Substitute Share Owner, as appropriate, the portion of the Substitute Option
Repurchase Price and/or the Substitute Share Repurchase Price, respectively,
which it is no longer prohibited from delivering, within five (5) business days
after the date on which the Substitute Option Issuer is no longer so prohibited;
<I>provided, however, </I>that if the Substitute Option Issuer is at any time
after delivery of a notice of repurchase pursuant to subsection (b) of this
Section 9 prohibited under applicable law or regulation, or as a consequence of
administrative policy, from delivering to the Substitute Option Holder and/or
the Substitute Share Owner, as appropriate, the Substitute Option Repurchase
Price and the Substitute Share Repurchase Price, respectively, in full (and the
Substitute Option Issuer shall use its reasonable best efforts to receive all
required regulatory and legal approvals as promptly as practicable in order to
accomplish such repurchase), the Substitute Option Holder and/or Substitute
Share Owner may revoke its notice of repurchase of the Substitute Option or the
Substitute Shares either in whole or to the extent of prohibition, whereupon, in
the latter case, </P>

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                                          -12-
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<P>the Substitute Option
Issuer shall promptly (i) deliver to the Substitute Option Holder or Substitute
Share Owner, as appropriate, that portion of the Substitute Option Repurchase
Price or the Substitute Share Repurchase Price that the Substitute Option Issuer
is not prohibited from delivering; and (ii) deliver, as appropriate, either (A)
to the Substitute Option Holder, a new Substitute Option evidencing the right of
the Substitute Option Holder to purchase that number of shares of the Substitute
Common Stock obtained by multiplying the number of shares of the Substitute
Common Stock for which the surrendered Substitute Option was exercisable at the
time of delivery of the notice of repurchase by a fraction, the numerator of
which is the Substitute Option Repurchase Price less the portion thereof
theretofore delivered to the Substitute Option Holder and the denominator of
which is the Substitute Option Repurchase Price, and/or (B) to the Substitute
Share Owner, a certificate for the Substitute Option Shares it is then so
prohibited from repurchasing. If an Exercise Termination Event shall have
occurred prior to the date of the notice by the Substitute Option Issuer
described in the first sentence of this subsection (c), or shall be scheduled to
occur at any time before the expiration of a period ending on the thirtieth day
after such date, the Substitute Option Holder shall nevertheless have the right
to exercise the Substitute Option until the expiration of such 30-day period. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;
<U>Certain Time Periods</U>. The 30-day, 6-month, 12-month, 18-month or 24-month
periods for exercise of certain rights under Sections 2, 6, 7, 9, 12 and 14
shall be extended: (i) to the extent necessary to obtain all regulatory
approvals for the exercise of such rights (for so long as the Holder, Owner,
Substitute Option Holder or Substitute Share Owner, as the case may be, is using
commercially reasonable efforts to obtain such regulatory approvals), and for
the expiration of all statutory waiting periods; (ii) to the extent necessary to
avoid liability under Section 16(b) of the 1934 Act by reason of such exercise
and (iii)&#160;during any period in which Grantee is precluded from exercising
such rights due to an injunction or other legal restriction, plus in each case,
such additional period as is reasonably necessary for the exercise of such
rights promptly following the obtaining of such approvals or the expiration of
such periods. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         11.&nbsp;&nbsp;<U>Representations and Warranties</U>. (a) Issuer hereby
represents and warrants to Grantee as follows:
</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Issuer has full corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by the Issuer Board
prior to the date hereof and no other corporate proceedings on the part of
Issuer are necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly and validly executed
and delivered by Issuer.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Issuer has taken all necessary corporate action to authorize and reserve and to
permit it to issue, and at all times from the date hereof through the
termination of this Agreement in accordance with its terms will have reserved
for issuance upon the
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>
                                          -13-
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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>
exercise
of the Option, that number of shares of Common Stock equal to the maximum number
of shares of Common Stock at any time and from time to time issuable hereunder,
and all such shares, upon issuance pursuant thereto, will be duly authorized,
validly issued, fully paid, nonassessable, and will be delivered free and clear
of all claims, liens, encumbrance and security interests and not subject to any
preemptive rights.</TD>
</TR>
</TABLE>
<BR>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Grantee hereby represents and warrants to Issuer that the Option is not being,
and any shares of Common Stock or other securities acquired by Grantee upon
exercise of the Option will not be, acquired with a view to the public
distribution thereof and will not be transferred or otherwise disposed of except
in a transaction registered or exempt from registration under the 1933 Act. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;
<U>Assignment</U>. Neither of the parties hereto may assign any of its rights or
obligations under this Agreement or the Option created hereunder to any other
person, without the express written consent of the other party, except that in
the event an Initial Triggering Event shall have occurred prior to an Exercise
Termination Event, Grantee, subject to the express provisions hereof, may assign
in whole or in part its rights and obligations hereunder; <I>provided, however,
</I>that until the date 15 days following the date on which the Federal Reserve
Board has approved an application by Grantee to acquire the shares of Common
Stock subject to the Option, Grantee may not assign its rights under the Option
except in (i) a widely dispersed public distribution, (ii) a private placement
in which no one party acquires the right to purchase in excess of 2% of the
voting shares of Issuer, (iii) an assignment to a single party (<I>e.g</I>., a
broker or investment banker) for the purpose of conducting a widely dispersed
public distribution on Grantee&#146;s behalf or (iv) any other manner approved
by the Federal Reserve Board. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;
<U>Further Assurances</U>. Each of Grantee and Issuer will use its reasonable
best efforts to make all filings with, and to obtain consents of, all third
parties and governmental authorities necessary to the consummation of the
transactions contemplated by this Agreement, including, without limitation,
applying to the Federal Reserve Board under the BHCA for approval to acquire the
shares issuable hereunder, but Grantee shall not be obligated to apply to state
banking authorities for approval to acquire the shares of Common Stock issuable
hereunder until such time, if ever, as it deems appropriate to do so. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;
<U>Surrender of Options</U>. (a) Grantee may, at any time following a Repurchase
Event and prior to the occurrence of an Exercise Termination Event (or such
later period as provided in Section 10), relinquish the Option (together with
any Option Shares issued to and then owned by Grantee) to Issuer in exchange for
a cash fee equal to the Surrender Price; <I>provided, however, </I>that Grantee
may not exercise its rights pursuant to this Section&#160;14 if Issuer has
repurchased the Option (or any portion thereof) or any Option Shares pursuant to
Section 7. The &#147;Surrender Price&#148; shall be equal to $22 million (i)
plus, if applicable, Grantee&#146;s purchase price with respect to any Option
Shares being so relinquished and (ii) minus, if applicable, the sum of (1) the
excess of (A) the net cash amounts, if any, received </P>

<P ALIGN=CENTER>
                                          -14-
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<P>by Grantee pursuant to the
arms&#146; length sale of Option Shares (or any other securities into which such
Option Shares were converted or exchanged) to any unaffiliated party, over (B)
Grantee&#146;s purchase price of such Option Shares, and (2) the net cash
amounts, if any, received by Grantee pursuant to an arms&#146; length sale of
any portion of the Option sold. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Grantee may exercise its right to relinquish the Option and any Option Shares
pursuant to this Section 14 by surrendering to Issuer, at its principal office,
a copy of this Agreement together with certificates for Option Shares, if any,
accompanied by a written notice stating (i) that Grantee elects to relinquish
the Option and Option Shares, if any, in accordance with the provisions of this
Section 14 and (ii) the Surrender Price. The Surrender Price shall be payable in
immediately available funds on or before the second business day following
receipt of such notice by Issuer. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
To the extent that Issuer is prohibited under applicable law or regulation, or
as a consequence of administrative policy, from paying the Surrender Price to
Grantee in full, Issuer shall immediately so notify Grantee and thereafter
deliver or cause to be delivered, from time to time, to Grantee, the portion of
the Surrender Price that it is no longer prohibited from paying, within five
business days after the date on which Issuer is no longer so prohibited;
<I>provided, however</I>, that if Issuer at any time after delivery of a notice
of surrender pursuant to paragraph (b) of this Section 14 is prohibited under
applicable law or regulation, or as a consequence of administrative policy, from
paying to Grantee the Surrender Price in full, (i) Issuer shall (A) use its
reasonable best efforts to obtain all required regulatory and legal approvals
and to file any required notices as promptly as practicable in order to make
such payments, (B) within five days of the submission or receipt of any
documents relating to any such regulatory and legal approvals, provide Grantee
with copies of the same, and (c) keep Grantee advised of both the status of any
such request for regulatory and legal approvals, as well as any discussions with
any relevant regulatory or other third party reasonably related to the same and
(ii) Grantee may revoke such notice of surrender by delivery of a notice of
revocation to Issuer and, upon delivery of such notice of revocation, the
Exercise Termination Date shall be extended to a date six months from the date
on which the Exercise Termination Date would have occurred if not for the
provisions of this Section 14(c) (during which period Grantee may exercise any
of its rights hereunder, including any and all rights pursuant to this Section
14). </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
Grantee shall have rights substantially identical to those set forth in
Sections&#160;14(a), 14(b) and 14(c) with respect to the Substitute Option and
the Substitute Option Issuer during any period in which the Substitute Option
Issuer would be required to repurchase the Substitute Option pursuant to Section
9. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;
<U>Specific Performance</U>. The parties hereto acknowledge that damages would
be an inadequate remedy for a breach of this Agreement by either party hereto
and that the obligations of the parties hereto shall be enforceable by either
party hereto through injunctive or other equitable relief. In connection
therewith both parties waive the posting of any bond or similar requirement. </P>

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                                          -15-
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;
<U>Severability</U>. If any term, provision, covenant or restriction contained
in this Agreement is held by a court or a federal or state regulatory agency of
competent jurisdiction to be invalid, void or unenforceable, the remainder of
the terms, provisions and covenants and restrictions contained in this Agreement
shall remain in full force and effect, and shall in no way be affected, impaired
or invalidated. If for any reason such court or regulatory agency determines
that the Holder is not permitted to acquire, or Issuer is not permitted to
repurchase pursuant to Section 7 (or the Substitute Issuer to repurchase
pursuant to Section 9), the full number of shares of Common Stock (or Substitute
Common Stock) provided in Section l(a) hereof (as adjusted pursuant to Section
l(b) or Section 5 hereof), it is the express intention of Issuer to allow the
Holder to acquire or to require Issuer (or the Substitute Issuer) to repurchase
such lesser number of shares as may be permissible, without any amendment or
modification hereof. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;
<U>Notices</U>. All notices, requests, claims, demands and other communications
hereunder shall be deemed to have been duly given when delivered in person, by
fax, telecopy, or by registered or certified mail (postage prepaid, return
receipt requested) at the respective addresses of the parties set forth in the
Merger Agreement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         18.&nbsp;&nbsp;<U>Governing Law</U>. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York without
regard to the conflict of law principles thereof (except to the extent that
mandatory provisions of Federal law are applicable).
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         19.&nbsp;&nbsp;<U>Counterparts</U>. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an original, but
all of which shall constitute one and the same agreement.
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;
<U>Expenses</U>. Except as otherwise expressly provided herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated hereunder, including
fees and expenses of its own financial consultants, investment bankers,
accountants and counsel. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;&nbsp;
<U>Entire Agreement; No Third-Party Beneficiaries</U>. Except as otherwise
expressly provided herein, in the Reciprocal Option or in the Merger Agreement,
this Agreement contains the entire agreement between the parties with respect to
the transactions contemplated hereunder and supersedes all prior arrangements or
understandings with respect thereof, written or oral. The terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assignees. Nothing in this
Agreement, expressed or implied, is intended to confer upon any party, other
than the parties hereto, and their respective successors except as assignees,
any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided herein. </P>

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                                          -16-
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;&nbsp;
<U>Interpretation</U>. Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned thereto in the Merger Agreement. Nothing
contained in this Agreement shall be deemed to authorize Issuer to issue shares
in breach of (or otherwise act in breach of) any provision of the Merger
Agreement. </P>

<P ALIGN=CENTER>
                         [<I>next page is a signature page</I>]
</P>
<BR><BR><BR><BR>

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                                          -17-
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on
its behalf by its officers thereunto duly authorized, all as of the date first
above written. </P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=95%>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>RICHMOND COUNTY<BR>
FINANCIAL CORP.<BR><BR> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/ Michael F. Manzulli</TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=27%>
Michael F. Manzulli<BR>
Chairman and Chief Executive Officer
</TD>
</TR>
</TABLE>
<BR><BR><BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=95%>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>NEW YORK COMMUNITY<BR>
BANCORP, INC.
<BR><BR> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/s/ Joseph R. Ficalora</TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=60%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=27%>
Joseph R. Ficalora<BR>
Chairman, Chief Executive Officer and President
</TD>
</TR>
</TABLE>
<BR><BR><BR><BR>



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                                          -18-
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