N.Y. Comp. Codes R. & Regs. tit. 3, § 26.6 – Amendments to plan or options.

(a) Except as provided in subdivision (b) of this section, no amendment to a plan shall become effective until such amendment has been adopted by the bank' s board of directors, and approved by the holders of a majority of the outstanding shares of the capital stock of the bank and by the superintendent in accordance with the procedures set forth in sections 26.3 and 26.4 of this Part.
(b) Stockholder approval of the proposed amendment shall not be required if the plan contains a provision similar to that permitted under section 26.13(a)(8) of this Part, the proposed amendment is not one of those specified in subparagraphs (i) through (v) thereof and the proposed amendment does not require an amendment of the bank's organization certificate. In such event, following adoption of the amendment by its board of directors, a bank shall submit to the superintendent an application for approval of the amendment, and no such amendment shall become effective until the superintendent's approval is granted. The application, to be submitted in triplicate, shall consist of:
1. (1) a copy of the amendment;
2. (2) a certified copy of the resolution of the board of directors adopting the amendment;
3. (3) an opinion of the bank's counsel that the provisions of the plan, as amended, will permit compliance with the provisions of this Part; and
4. (4) such other documents or information as the superintendent may require. The superintendent shall approve or disapprove in writing such application.
(c) Options may be amended only in accordance with the plan pursuant to which they are granted.