Exhibit 10.7

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT dated as of December 21, 1998 between THE DIME SAVINGS BANK OF NEW YORK, FSB (the "Bank"), a federal stock savings bank having its principal executive offices at 589 Fifth Avenue, New York, New York 10017, and Richard A. Mirro (the "Officer").

A. The Bank is desirous of employing the Officer upon the terms and conditions set forth in this Agreement.

B. The Officer is desirous of being employed by the Bank upon the terms and conditions set forth in this Agreement.

Therefore, the Bank and the Officer, intending to be legally bound, agree as follows:
1. Employment. Subject to the terms and conditions of this Agreement, the Bank hereby employs the Officer, and the Officer hereby accepts such employment.

2. Term of Employment. (a) The initial term of the Officer's employment under this Agreement shall be deemed to have commenced on the date of this Agreement and shall continue until March 1, 2001. This Agreement shall be renewed automatically for one additional year on March 1, 1999, and on each March 1 thereafter, unless (a) the

Officer or the Bank gives contrary written notice to the other, at least 10 days prior to any such renewal date, or (b) this Agreement has been otherwise terminated in accordance with its provisions. During each calendar year of the term of this Agreement beginning with 1999 (unless notice of non-renewal of this Agreement shall have previously been given by the Bank or the Officer pursuant to the immediately preceding sentence), the Board of Directors of the Bank shall, no later than the last day in such year on which the Bank may give the Officer notice of non-renewal pursuant to the immediately preceding sentence, review and determine whether the Bank shall give the Officer notice of non-renewal with respect to the March 1 renewal date in such year; provided, however, that nothing in this sentence shall be construed as limiting the Bank's ability to give notice of non-renewal pursuant to the immediately preceding sentence at any other time. A determination by the Board of Directors of the Bank in any year that the Bank shall not give notice of non-renewal with respect to the March 1 renewal date in such year shall be deemed to be the Board's approval of the renewal of this Agreement on such renewal date. Except as otherwise provided in Sections 8(e) and 11(c)(v) of this Agreement, neither the giving of notice of non-renewal pursuant to clause (a) of the second sentence of this Section 2(a), nor the subsequent expiration of the Term of this Agreement as a result of the giving of such notice, shall be deemed to be a termination of the Officer's employment under this Agreement. (As used in this Agreement, (i) "Term" shall mean the initial term and any renewal term of this Agreement and
(ii) "remaining Term" shall mean the balance of the Term in effect at a specified time without regard to potential future renewals under

the renewal provision of this Section 2(a); provided, however, that, solely for purposes of Section 11(c)(ii), "remaining Term" shall mean the balance of the Term in effect at the time of the Change in Control specified therein plus the number of days, if any, by which the six month period plus the 90-day period noted therein extends beyond the date upon which the expiration of the otherwise remaining Term in effect at that time was to have occurred.)

(b) The Officer's employment may be terminated during the Term of this Agreement by the Bank or the Officer in the manner specified in this Agreement. Any such termination of employment shall result in a termination of this Agreement on the Effective Date of Termination (as defined in Section 13); provided that, notwithstanding anything to the contrary in the foregoing, any right of the Officer to any payments or benefits as a result of a termination of the Officer's employment (as provided in this Agreement) shall survive the termination of this Agreement.

3. Offices. During the Term, the Officer shall serve as an officer of the Bank. In addition, during the Term the Officer shall serve as an officer of the Bank's mortgage banking subsidiary, North American Mortgage Company, or its successor (the "Subsidiary"), and, for the period for which the Officer may from time to time be elected, as an officer or director of other subsidiaries or affiliates of the Bank.

4. Duties. (a) The Officer shall serve as the President and Chief Operating Officer of the Subsidiary and shall perform such duties in connection therewith as may be assigned to him from time to time by the Chief Executive Officer of the Subsidiary.

(b) If and from such time as approved by the Subsidiary's Board of Directors, the Officer shall serve as Chief Executive Officer of the Subsidiary. While President and Chief Operating Officer of the Subsidiary during such period, the Officer shall continue to perform the duties in connection therewith set forth in Section 4(a). In the event the Officer is named as Chief Executive Officer of the Subsidiary, the Officer shall perform such duties in connection therewith as may be assigned to him from time to time by the Chief Executive Officer of the Bank.

(c) During the Term (except for periods of illness and vacation), substantially all of the Officer's business time, attention, skill and efforts shall be devoted to the performance of the Officer's duties under this Agreement.

5. Compensation. (a) The annualized salary of the Officer shall be at the rate of $375,000 during the portion of the Term that the Officer is President and Chief Operating Officer of the Subsidiary, which shall, subject to the provisions of Section 5(e), be payable in installments in accordance with the prevailing general payroll practice of the Bank as it may exist from time to time.

(b) If and when the Officer is named Chief Executive Officer of the Subsidiary, the annual salary of the Officer shall be at a minimum rate of $375,000 during the period (if any) that he serves in such position. Such annual salary shall, subject to the provisions of Section 5(e), be payable in installments in accordance with the prevailing general payroll practice of the Bank as it may exist from time to time.

(c) The Board of Directors of the Bank (or a duly authorized committee of the Board) may increase or decrease (but not below the relevant level described in Section 5(a) or (b)) the Officer's annual salary from time to time; provided that, except for otherwise permitted decreases that are applied generally to officers of comparable rank, such annual salary shall not be decreased by more than 25% in any one calendar year. As used in this Agreement, "annual salary" shall mean, at any time, the annual rate of salary then payable to the Officer pursuant to this Section 5 (before deduction of any amounts deferred under any deferred compensation plan of the Bank, any voluntary contributions to the Retirement 401(k) Investment Plan of Dime Bancorp, Inc.
(the "Company"), or other similar qualified plan (collectively, the "401(k) Plan"), or any other deductions from income) and shall be exclusive of bonuses, incentive compensation or other compensation or benefits paid to or accrued for the Officer other than pursuant to this Section 5.

(d) The Officer shall not have or acquire by virtue of this Agreement any rights to participate in, or receive benefits with respect to, any compensation or benefit plan or program of the Bank, except (i) that while employed by the Bank the Officer may participate in such plans or programs to the extent provided in such plans and programs and on the same basis as if the Officer's employment were not subject to the terms and conditions of this Agreement, or (ii) as otherwise specifically provided in this Agreement. The Officer shall participate in the Company's Supplemental Executive Retirement Plan (the "SERP") with a "Pension Goal" under such plan of not less than 50% of "Average

Compensation" (with each such term as defined in the SERP), subject to the vesting provisions under the SERP or, solely as applicable, Section 11(g)(i).

(e) Notwithstanding anything to the contrary in the foregoing provisions, the payment of any amounts that would otherwise be payable to the Officer but which would be in excess of the amount which the Company, the Bank or the Subsidiary could deduct for federal income tax purposes if then paid, on account of the operation of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), shall be deferred to the extent such deferral is required pursuant to a policy adopted by the Compensation Committee of the Company or the Bank and, to the extent so deferred, shall be payable pursuant to the relevant terms of the Dime Bancorp, Inc. Voluntary Deferred Compensation Plan.

6. Disability. (a) The Bank may terminate the Officer's employment under this Agreement for "permanent disability" if (i) the Officer shall become physically or mentally disabled or incapacitated to the extent that the Officer has been absent from the Officer's duties with the Bank on account of such disabilities or incapacitation as determined in a manner consistent with the policy which applies generally to employees of the Bank on a full-time basis for a period of six consecutive months, and (ii) within 30 days after written notice of proposed termination for permanent disability is given by the Bank to the Officer, the Officer shall not have returned to full-time performance of the Officer's duties.

(b) In the event of termination for "permanent disability," the Bank shall continue to pay the Officer an amount equal to the Officer's then annual salary pursuant to Section 5 (less any benefits that would have been payable to the Officer had the Officer elected the maximum available amount of disability insurance coverage available from the Bank) for a period commencing on the Effective Date of Termination and ending on the first anniversary thereof (or the end of the remaining Term in effect prior to the Effective Date of Termination, if earlier). Notwithstanding the first sentence of this Section
6(b), any such payment shall terminate upon the earliest to occur of (A) the date the Officer returns to full-time employment with the Bank; (B) the Officer's full-time employment by another employer; or (C) the Officer's death. In the event of termination for "permanent disability," the Bank also shall continue to provide until the end of the remaining Term in effect prior to the Effective Date of Termination (or the Officer's earlier death) all life, medical and dental insurance coverage maintained by the Bank for full-time employees, provided that the Officer shall continue to pay all amounts in respect of such coverage that other employees receiving the same level of coverage are required to pay. In the event of a termination of the Officer's employment for "permanent disability" at any time during the remaining Term in effect at the time of a Change in Control (as defined in Section 11(a)), the provisions of Section 11 shall apply in lieu of the provisions of this Section 6(b).

(c) There shall be no reduction in the compensation payable to the Officer or the Officer's other rights under this Agreement during any period when the Officer is

incapable of performing some or all of the Officer's duties by reason of temporary or partial disability.

7. Death. In the event of the Officer's death during the Term, this Agreement and all of the Bank's obligations under this Agreement shall terminate.

8. Termination by the Bank. (a) The Bank may terminate the Officer's employment under this Agreement at any time by giving the Officer written notice of such termination, provided that, except where termination is for "cause" (as defined in Section 8(b)), such notice shall be provided at least 30 days prior to the Effective Date of Termination. In the event of a termination of the Officer's employment by the Bank, other than a termination for "cause" (as defined in Section 8(b)), the Bank shall (subject to the provisions of Section 8(c)) continue, during each month from the Effective Date of Termination for a 24-month period, to (1) pay to the Officer the sum of 1/12 of the Officer's annual salary in effect immediately prior to the Effective Date of Termination plus 1/12 of the amount of the Officer's target bonus as in effect for the year in which the termination occurs, and (2) maintain for the Officer (and, during such period and prior to the Officer's death, for the Officer's spouse and dependents, as applicable) the same level of life, medical and dental insurance coverage as is maintained by the Bank for full-time employees of the Bank, provided that the Officer shall continue to pay any amounts in respect of such coverage that other employees receiving the same level of coverage are required to pay. In the event of a termination of the Officer's employment by the Bank at any time during the remaining Term in effect at the time of a Change in Control, the

provisions of Section 11 shall apply in lieu of the provisions of the immediately preceding sentence of this Section 8(a).

(b) The Officer shall have no right to receive compensation or other benefits under this Agreement for any period after the Effective Date of Termination if the Officer's employment is terminated for cause. As used in this Agreement, "cause" shall mean the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform assigned duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order or material breach of any provision of this Agreement.

(c)(i) Notwithstanding any other provision of this Section 8 or of Section 11, if at the Effective Date of Termination any statute, regulation, order, agreement, or regulatory interpretation thereof that is valid and binding upon the Bank (a "Regulatory Restriction") shall restrict, prohibit or limit the amount of any payment or the provision of any benefit that the Bank would otherwise be liable for under this Section 8 or under Section 11, then the amount that the Bank shall pay to the Officer hereunder shall not exceed the maximum amount permissible under such Regulatory Restriction; provided, that if such Regulatory Restriction shall subsequently be rescinded, superseded, amended or otherwise determined not to restrict, limit or prohibit payment by the Bank of amounts otherwise due the Officer hereunder, then the Bank shall promptly thereafter pay to such

Officer any amounts (or the value of any benefit) previously withheld from such Officer as a result of such Regulatory Restriction.

(ii) Notwithstanding any other provision of this Section 8 or of Section 11, in the event that any amount otherwise payable hereunder other than on account of events described in Section 11(c)(i), 11(c)(ii) or 11(c)(iii) following a Change in Control (as hereinafter defined) would be deemed to constitute a parachute payment (a "Parachute Payment") within the meaning of
Section 280G of the Code, and if any such Parachute Payment, when added to any other payments which are deemed to constitute Parachute Payments, would otherwise result in the imposition of an excise tax under Section 4999 of the Code, the amounts payable hereunder (other than amounts payable under the SERP or otherwise payable on account of events described in Sections 11(c)(i), 11(c)(ii) or 11(c)(iii) following a Change in Control) shall be reduced by the smallest amount necessary to avoid the imposition of such excise tax. Any such limitation shall be applied to such compensation and benefit amounts, and in such order, as the Bank shall determine in its sole discretion. References to the Code in this Agreement shall be to the Code as presently in effect or to the corresponding provisions of any succeeding law.

(d) As of the date hereof, the principal place of business at which the Officer shall be based for the performance of his duties pursuant to this Agreement is located in Tampa, Florida. If the Bank shall relocate the principal place of business at which the Officer shall be based for the performance of his duties pursuant to this Agreement to a location which is more than 75 miles from Tampa, Florida, the Officer

shall have the right, for a period of 30 days following such relocation, to elect to treat such relocation as a termination of the Officer's employment by the Bank without cause (as defined in Section 8(b)) by giving the Bank written notice of such election. In the event that the Officer fails to give such notice within such 30-day period, he shall be deemed to have waived his right to make such an election with respect to such relocation. If the Bank shall relocate the principal place of business at which the Officer shall be based for the performance of his duties pursuant to this Agreement to a location which is more than 75 miles from Tampa, Florida following a Change in Control and the Officer elects to treat such relocation as a termination of the Officer's employment by the Bank, the provisions of Section 11 shall apply in lieu of the provisions of this Section 8.

(e) In the event that notice of non-renewal is given by the Bank pursuant to Section 2(a), the Officer shall have the right for a period of 30 days following receipt of such notice to elect to treat it as a termination of the Officer's employment by the Bank without cause (as defined in Section
8(b)) by giving the Bank written notice of such election. In the event that the Officer fails to give such notice within such 30-day period, he shall be deemed to have waived his right to make such an election with respect to such notice of non-renewal.

(f) Upon the termination of the Officer's employment by the Bank pursuant to the provisions of this Section 8, to the extent not otherwise limited by Section 8(c) and except where termination is for "cause" (as defined in Section 8(b)), each outstanding Non-Accelerated Stock Option (as defined in
Section 11(d)(ii)) and each share of

restricted stock which has not previously vested held by the Officer shall (to the extent permitted by the plan under which such Non-Accelerated Stock Option or the right to purchase such restricted stock was granted), notwithstanding anything to the contrary in the grant letter related to such Non-Accelerated Stock Option or restricted stock and regardless of the actual Effective Date of Termination, immediately vest and become exercisable, in the case of a Non-Accelerated Stock Option, and immediately vest, in the case of restricted stock.

9. Voluntary Termination by the Officer. The Officer shall have the right to terminate the Officer's employment under this Agreement at any time upon at least 30 but not more than 60 days' prior written notice to the Bank. If this Agreement is terminated pursuant to the immediately preceding sentence, all of the Bank's obligations under this Agreement shall terminate and the Officer shall not be entitled to any compensation or benefits after the Effective Date of Termination, except to the extent provided in Section 11.

10. Additional Termination and Suspension Provisions. (a) If the Officer is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.

(b) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the parties.

(c) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank, (i) by the Director of Thrift Supervision or his or her designee (the "Director"), at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(d) If the Officer is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)), the Bank's obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (a) pay the Officer all or part of the compensation withheld while its contract obligations were suspended and (b) reinstate (in whole or in part) any of its obligations which were suspended.

(e) The provisions of paragraphs (a) through (d) of this
Section 10 are required to be set forth in this Agreement by regulations applicable to the Bank on the date of this Agreement. If any such regulation shall hereafter be amended or modified, or if any new regulation applicable to the Bank and effective after the date of this Agreement shall require the inclusion in this Agreement of a provision not presently included in this Agreement, then the foregoing provisions of paragraphs (a) through (d) of this
Section 10 shall be deemed amended to the extent necessary to give effect in this Agreement to any such amended, modified or new regulation.

11. Change in Control. (a) As used in this Agreement, a "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company's then outstanding securities; or

(II) the following individuals cease for any reason to constitute a majority of the number of directors then serving as directors of the Company: individuals who, on July 24, 1997, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with the settlement of an actual or threatened election

contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on July 24, 1997 or whose appointment, election or nomination for election was previously so approved or recommended; or

(III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any Parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 65% of the combined voting power of the securities of the Company, such surviving entity or any Parent thereof outstanding immediately after such merger or consolidation or
(ii) a merger or consolidation effected solely to implement a recapitalization of the Company or the Bank (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company or the Bank (not including in the securities beneficially owned by

such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company's or the Bank's then outstanding securities; or

(IV) the stockholders of the Company or the Bank approve a plan of complete liquidation or dissolution of the Company or the Bank, respectively, or there is consummated a sale or disposition by the Company or any of its subsidiaries of any assets which individually or as part of a series of related transactions constitute all or substantially all of the Company's consolidated assets (provided that, for these purposes, a sale of all or substantially all of the voting securities of the Bank or a Parent of the Bank shall be deemed to constitute a sale of substantially all of the Company's consolidated assets), other than any such sale or disposition to an entity at least 65% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company immediately prior to such sale or disposition; or

(V) the execution of a binding agreement that if consummated would result in a Change in Control of a type specified in clause (I) or (III) of this Section 11(a) (an "Acquisition Agreement") or of a binding agreement for the sale or disposition of assets that, if consummated, would result in a Change in Control of a type specified in clause (IV) of this Section 11(a) (an "Asset Sale Agreement") or the adoption by the Board of Directors of the Company or the Bank of a plan of

complete liquidation or dissolution of the Company or the Bank that, if consummated, would result in a Change in Control of a type specified in clause (IV) of this Section 11(a) (a "Plan of Liquidation"), provided however, that a Change in Control of the type specified in this clause
(V) shall not be deemed to exist or have occurred as a result of the execution of such Acquisition Agreement or Asset Sale Agreement, or the adoption of such a Plan of Liquidation, from and after the Abandonment Date if the Effective Date of Termination of the Officer's employment has not occurred on or prior to the Abandonment Date. As used in this Section, the term "Abandonment Date" shall mean the date on which (A) an Acquisition Agreement, Asset Sale Agreement or Plan of Liquidation is terminated (pursuant to its terms or otherwise) without having been consummated, (B) the parties to an Acquisition Agreement or Asset Sale Agreement abandon the transactions contemplated thereby, (C) the Bank or the Company abandons a Plan of Liquidation or (D) a court or regulatory body having competent jurisdiction enjoins or issues a cease and desist or stop order with respect to or otherwise prevents the consummation of, or a regulatory body notifies the Bank or the Company that it will not approve, an Acquisition Agreement, Asset Sale Agreement or Plan of Liquidation or the transactions contemplated thereby and such injunction, order or notice has become final and not subject to appeal.

As used in connection with the foregoing definition of Change in Control, "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of

the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time; "Parent" shall mean any entity that becomes the Beneficial Owner of at least 80% of the voting power of the outstanding voting securities of the Company or of an entity that survives any merger or consolidation of the Company or any direct or indirect subsidiary of the Company; and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation or entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(b) If the Bank, the Company or the Subsidiary shall relocate the principal place of business at which the Officer shall be based for the performance of his duties pursuant to this Agreement to a location which is more than 75 miles from Tampa, Florida after a Change in Control, and if the Officer shall, as a result, be required and agree to change the Officer's principal residence without availing himself of the benefit of Section 8(d), the Bank shall (i) promptly pay (or reimburse the Officer for) all reasonable moving expenses incurred by the Officer as a result of such change in the Officer's principal residence, and (ii) indemnify the Officer against, and reimburse the Officer for, any loss

incurred as the result of the sale of the Officer's principal residence (which loss shall be computed for the purpose of this Agreement as the difference between the actual sales price (net of closing costs and brokerage fees) of such residence and the fair market value of such residence (computed as of the time such principal place of business is relocated) as determined by an independent real estate appraiser designated and paid by the Bank or the Company and acceptable to the Officer), provided that such sale of the Officer's principal residence occurs within six months after the Bank, the Company or the Subsidiary relocates the principal place of business at which the Officer shall be based.

(c)(i) If a Change in Control shall occur, the Officer shall be entitled to the compensation and benefits provided in paragraphs (d), (e),
(f) and (g) of this Section 11 upon the subsequent termination of the Officer's employment, at any time during the remaining Term in effect at the time of the Change in Control, by the Bank (including, without limitation, a termination for permanent disability), other than a termination for cause, provided that the rights to any such compensation and benefits shall be subject to the limitations and provisions set forth in Section 8(c).

(ii) If a Change in Control described in any of clauses (I) -
(IV) of Section 11(a) shall occur, the Officer shall be entitled to the compensation and benefits provided in paragraphs (d), (e), (f) and the applicable provisions of paragraph (g) of this Section 11 (subject to the limitations and provisions set forth in Section 8(c)) upon the subsequent termination of the Officer's employment, at any time within the 90-day period during the remaining Term (as defined in Section 2(a)) in effect at the time of the Change in Control

commencing on the date that is six months after the occurrence of such Change in Control, by the Officer, provided that the Officer has provided notice of his intent to terminate his employment pursuant to this subsection to the Bank within the 30-day period immediately following the Change in Control (a "Timely
11(c)(ii) Notice"), with such Timely 11(c)(ii) Notice setting forth the date of such termination (which shall be at least six months after the date of the Timely 11(c)(ii) Notice).

(iii) If (A) a Change in Control shall occur, and thereafter the Bank (notwithstanding its right to do so under Section 4 or Section 5) either (B) makes a material change in the Officer's functions, duties or responsibilities, which change would cause the Officer's position with the Bank or the Subsidiary to become one of lesser responsibility, importance or scope from that in effect immediately prior to the time of the Change in Control or
(C) reduces the Officer's annual salary below that in effect immediately prior to the time of the Change in Control (an event specified in clause (B) or (C) is hereafter referred to as a "Material Change"), the Officer shall be entitled to the compensation and benefits provided in paragraphs (d), (e), (f) and (g) of this Section 11 (subject to the limitations and provisions set forth in Section
8(c)) upon the subsequent termination of the Officer's employment, at any time during the remaining Term in effect at the time of the Change in Control, by the Officer.

(iv) If the Officer's employment is terminated by the Bank or by reason of the Officer's permanent disability during the Term but after the expiration of the remaining Term in effect at the time of the Change in Control, then the provisions of Section 6 or 8

(as the case may be) shall apply in lieu of the provisions of paragraphs (d),
(e), (f) and (g) of this Section 11. If the Officer's employment is terminated by the Officer during the Term but after the expiration of the remaining Term in effect at the time of the Change in Control (or if the Officer's employment is terminated by the Officer, other than pursuant to Section 11(c)(ii), during the remaining Term in effect at the time of the Change in Control and no Material Change shall have occurred), then the provisions of Section 9 shall apply in lieu of the provisions of paragraphs (d), (e), (f) and (g) of this Section 11.

(v) Only for purposes of determining whether there has been a termination of the Officer's employment during the remaining Term in effect at the time of a Change in Control or within the period described in Section
11(c)(ii) (as specified in paragraphs (c)(i), (c)(ii) and (c)(iii) of this
Section 11, as the case may be) so as to entitle the Officer to the compensation and benefits provided in paragraphs (d), (e), (f) and (g) of this Section 11, a termination of the Officer's employment following a Change in Control shall be deemed to have occurred on such date during the remaining Term that: (A) notice of termination is given by the Bank or the Officer to the other (regardless of the Effective Date of Termination specified in such notice), except that, for purposes of Section 11(c)(ii), notice must be provided by the Officer during the 30-day period set forth therein, and the actual termination of employment must occur at the date specified in a proper Timely 11(c)(ii) Notice (unless another date is otherwise agreed to by the Officer and the Bank); or (B) notice of non-renewal pursuant to Section 2(a) is given by the Bank to the Officer (regardless of when the Term expires). Notwithstanding the immediately

preceding sentence, the Officer shall continue to be employed by the Bank pursuant to this Agreement until (1) the Effective Date of Termination specified in the notice of termination or (2) the end of the remaining Term in effect when notice of non-renewal is given pursuant to Section 2 of this Agreement.

(d)(i) Upon the occurrence of a Change in Control followed by any termination of the Officer's employment pursuant to Section 11(c)(i),
(c)(ii) or (c)(iii), to the extent not otherwise limited pursuant to Section
8(c), the Bank shall pay the Officer, as a severance payment for services previously rendered to the Bank, a lump sum equal to: (A) two times the Officer's Annual Compensation, if the Officer's employment is so terminated by the Bank within the period after a Timely 11(c)(ii) Notice has been received by the Bank, and before the date properly set forth in that Notice for the termination of the Officer's employment (the "11(c)(ii) Notice Period"), provided that notice of such termination is provided by or at the direction of Lawrence J. Toal, in his capacity as Chairman of the Board, Chief Executive Officer, or President of the Bank, for reasons of the Officer's performance (but not constituting a termination for cause); or, (B) three times the Officer's Annual Compensation, if the Officer's employment is so terminated either: (1) by the Bank within the 11(c)(ii) Notice Period in a manner other than as provided for in clause (A) above or for any reason (except for a termination for cause) other than the Officer's performance; (2) by the Bank at any time other than during an effective 11(c)(ii) Notice Period, in any manner permitted by this Agreement and otherwise described in Section 11(c)(i); (3) by the Officer pursuant to Section 11(c)(iii)

rather than Section 11(c)(ii); or (4) by the Officer in the manner and within the period specified in Section 11(c)(ii). In each instance described above, "Annual Compensation" shall be as in effect immediately prior to the Effective Date of Termination (without regard to any decrease in the Officer's Annual Compensation made after the Change in Control). As used in this Section
11(d)(i), the term "Annual Compensation" shall mean, at any time, an amount equal to the sum of (A) the Officer's annual salary (as defined in Section 5(c)) at such time, plus (B) 100% of the target bonus or other cash incentive that the Officer is eligible to earn in such year pursuant to each plan or program
(whether or not such plan or program has been formalized or is in written form) of the Bank in effect for such year that provides for bonuses or other cash incentives, or if no such plan or program has been adopted with respect to such year, 100% of the target bonus or other cash incentive that the Officer was eligible to earn in the most recent year in which such a plan or program was in effect.

(ii) Upon the occurrence of a Change in Control followed by any termination of the Officer's employment pursuant to Section 11(c)(i),
(c)(ii) or (c)(iii), to the extent not otherwise limited pursuant to Section
8(c): (A) each Non-Accelerated Stock Option held by the Officer shall (to the extent permitted by the plan under which such Non-Accelerated Stock Option was granted), notwithstanding anything to the contrary in the grant letter related to such Non-Accelerated Stock Option and regardless of the actual Effective Date of Termination, vest and become exercisable in accordance with the provisions of, and remain exercisable for the term specified in, such grant letter as

if there had been no termination of the Officer's employment and the Officer remained in the employment of the Bank for the entire term of such Non-Accelerated Stock Option and (B) each Vested Stock Option held by the Officer shall (to the extent permitted by the plan under which such Vested Stock Option was granted), notwithstanding anything to the contrary in the grant letter related to such Vested Stock Option and regardless of the actual Effective Date of Termination, remain exercisable for the term specified in such grant letter as if there had been no termination of the Officer's employment and the Officer remained in the employment of the Bank for the entire term of such Vested Stock Option. As used in this Section 11(d)(ii), the term (I) "Non-Accelerated Stock Option" shall mean any stock option (including any tandem stock appreciation right) previously or hereafter granted to the Officer under a stock incentive or stock option plan of the Company that has not, pursuant to the provisions of such stock incentive or stock option plan or the grant letter pursuant to which such stock option was granted to the Officer, vested and become exercisable prior to the Effective Date of Termination and (II) "Vested Stock Option" shall mean any stock option (including any tandem stock appreciation right) previously or hereafter granted to the Officer under a stock incentive or stock option plan of the Company that vests and becomes exercisable prior to the Effective Date of Termination.

(e) Any payment pursuant to Section 11(d)(i) or 11(g)(ii) shall be made to the Officer within 30 days after the Effective Date of Termination.

(f) Upon the occurrence of a Change in Control followed by any termination of the Officer's employment pursuant to Section 11(c)(i), (c)(ii) or
(c)(iii), to the extent not otherwise limited pursuant to Section 8(c), the Bank shall cause to be continued until the end of the remaining Term in effect prior to the giving of notice of termination or non-renewal (or the Officer's earlier death) the same level of life, disability, medical and dental insurance coverage as is maintained by the Bank for full-time employees of the Bank, provided that the Officer shall continue to pay all amounts in respect of such coverage that other employees receiving the same level of coverage are required to pay.

(g)(i)(A) On and after any Change in Control, to the extent not otherwise limited pursuant to Section 8(c), the Officer shall be eligible to be paid, under the SERP, a SERP benefit, to the extent vested (and subject to additional vesting in accordance with the terms of the SERP as such plan provided immediately prior to the Change in Control, or if it results in a greater vested percentage, with vesting determined otherwise pursuant to this
Section 11(g)(i)), that is not less than a benefit calculated based upon the amount of the Officer's "Pension Goal" and "Average Compensation" and the otherwise applicable terms of the SERP, each as determined immediately prior to the Change in Control. The rights of the Officer and the obligations of the Bank with respect to the benefits described under this Section 11(g)(i)(A) shall survive the termination of this Agreement.

(B) In the event of termination of the Officer's employment pursuant to Section 11(c)(i) or (c)(iii), to the extent not otherwise limited pursuant to Section 8(c),

notwithstanding any vesting provisions that would in other circumstances require further service under the SERP, the Officer shall be fully vested in the Officer's SERP benefit, which shall otherwise be payable in accordance with the terms of the SERP and, as applicable, Section 11(g)(i)(A).

(C) In the event of termination of the Officer's employment pursuant to Section 11(c)(ii) that does not otherwise constitute a termination of employment pursuant to Section 11(c)(iii), to the extent not otherwise limited pursuant to Section 8(c), the Officer shall be entitled to receive a benefit equal to the sum of the benefits calculated pursuant to the provisions of the Bank's qualified defined benefit retirement plan and the Bank's Benefit Restoration Plan (solely to the extent the Benefit Restoration Plan supplements benefits under the qualified defined benefit retirement plan), each as in effect immediately prior to the Change in Control (or, if more favorable to the Officer, as in effect immediately prior to the Effective Date of Termination), assuming that the Officer's service at the Effective Date of Termination was sufficient to vest the Officer 100% in the benefits accrued under such plans. The benefit provided for in the preceding sentence (stated in the form of a single life annuity or such other normal form of benefit as may be provided on an unreduced basis under the Bank's qualified defined benefit retirement plan) shall be offset by the benefit payable to the Officer and the Officer's beneficiaries (stated in the form of a single life annuity or such other normal form of benefit as may be provided on an unreduced basis) under the Bank's qualified defined benefit retirement plan (without regard to benefit reductions in that plan on account of benefits payable under qualified defined contribution plans, if any) and the Bank's Benefit Restoration Plan (solely to the

extent the Benefit Restoration Plan supplements benefits under the qualified defined benefit retirement plan). The benefit provided pursuant to this Section 11(g)(i)(C) shall be payable at the same time and in the same form (and valued in the same manner) as benefits are payable to the Officer and the Officer's beneficiaries under the provisions of the Bank's Benefit Restoration Plan supplementing benefits under the qualified defined benefit retirement plan; provided, however, that in the event benefits are not otherwise payable to the Officer or the Officer's beneficiaries under the Bank's Benefit Restoration Plan supplementing benefits under the qualified defined benefit retirement plan, benefits pursuant to this Section 11(g)(i)(C) shall be payable in the form of a single lump sum as soon as practicable after the Effective Date of Termination, with the amount of such lump sum payment determined in the same manner, and reflecting the same level of reduction for early commencement as would apply based on the Officer's attained age and period of service under the qualified defined benefit retirement plan, that lump sum equivalent benefits are determined with respect to a benefit of the same amount under the qualified defined benefit retirement plan. Except for the offset contemplated in this
Section 11(g)(i)(C), the benefit provided for in this Section 11(g)(i)(C) shall be in addition to any benefits payable under any qualified or non-qualified pension plans or programs maintained by the Bank, provided, however, that if any SERP benefit is payable to the Officer, it shall be offset by the benefit, if any, provided pursuant to this Section 11(g)(i)(C), in accordance with the terms of the SERP.

(ii) In the event of termination of the Officer's employment pursuant to Section 11(c)(i), (c)(ii) or (c)(iii), to the extent not otherwise limited pursuant to Section 8(c), the Officer shall be entitled to receive in a lump sum payment an amount equal to any amounts forfeited by the Officer under the 401(k) Plan and under the Bank's Benefit Restoration Plan (solely to the extent such Benefit Restoration Plan supplements benefits under a defined contribution plan) as in effect immediately prior to the Change in Control (or, if more favorable to the Officer, as in effect immediately prior to the Effective Date of Termination).

(h)(i) If, on account of events described in Sections
11(c)(i), 11(c)(ii) or 11(c)(iii) following a Change in Control, any payment or other benefit paid or to be paid or any property transferred or to be transferred (collectively, a "Severance Payment") with respect to one or more calendar years by or on behalf of the Bank (or any affiliate of the Bank) to the Officer pursuant to this Agreement in connection with such Change in Control shall constitute an "excess parachute payment" within the meaning of Section 280G(b) of the Code subject to the tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Bank shall pay to the Officer an additional amount (the "Gross Up Payment") such that the amount paid or transferred to the Officer, after deduction of any Excise Tax on the Severance Payment, and any federal, state and local income tax, employment tax and Excise Tax upon the Gross Up Payment, shall be equal to the Severance Payment. In addition, if, absent a Change in Control or in other circumstances following a Change in Control, notwithstanding the reductions mandated by Section 8(c), if the SERP benefits otherwise payable to the Officer shall constitute an "excess parachute

payment" within the meaning of Section 280G(b) of the Code subject to the Excise Tax, then the Bank shall pay to the Officer one or more Gross Up Payments such that the amount of such Gross Up Payments, when combined with such SERP benefits, after deduction of any Excise Tax on the SERP benefits, and any federal, state and local income tax, employment tax and Excise Tax upon the Gross Up Payments, shall be equal to such SERP benefits.

(ii) For purposes of determining under Section 11(h)(i) whether any portion of a Severance Payment or SERP benefit will be subject to the Excise Tax and the amount of such Excise Tax, (A) the Severance Payment or SERP benefit and payment provided for in Section 11(h)(i) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280(G)(b)(1) of the Code shall be treated as subject to the Excise Tax, unless and to the extent that tax counsel selected by the Bank's independent auditors and acceptable to the Officer is of the opinion that the Severance Payment or SERP benefit (in whole or in part) does not constitute a "parachute payment" or such "excess parachute payment" (in whole or in part) represents reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the allocable base amount within the meaning of Section 280G(b)(3) of the Code, or the Severance Payment or SERP benefit is otherwise not subject to the Excise Tax, (B) the amount of the Severance Payment or SERP benefit that is treated as subject to the Excise Tax shall be equal to the lesser of (X) the total amount of the Severance Payment or SERP benefit, as applicable, and (Y) the amount of "excess parachute payments" within

the meaning of Section 280G(b)(1) of the Code (after applying clause (A) above),
(C) any Gross Up Payment pursuant to Section 11(h)(i) shall be treated as subject to the Excise Tax in its entirety and (D) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(iii) If in circumstances described in Section 11(h)(i), by reason of the filing by the Officer of an amended tax return, an audit by the Internal Revenue Service or other taxing authority, or a final determination by a court of competent jurisdiction, it is determined that "excess parachute payments" exceeding those previously reported in his tax returns were received by the Officer and as a result an additional Excise Tax (the "Additional Excise Tax") shall become due, the Bank shall pay the Officer an additional amount (the "Subsequent Gross Up Payment") such that the amount paid or transferred to the Officer, after deduction of (A) any Additional Excise Tax and (B) on an after tax basis, any interest, additions and penalties with respect to the Additional Excise Tax and (C) any federal, state and local income tax, employment tax and Excise Tax upon the Subsequent Gross up Payment and (D) the payments provided for in Section 11(h)(i), shall be equal to the Severance Payment or SERP benefits, as appropriate.

(iv) Any Gross Up Payment required hereunder shall be made at least ten days prior to the due date (without regard to extensions) of the Officer's federal income tax return for the year with respect to which the "excess parachute payment" is deemed made under the Code. Any Subsequent Gross Up Payment required hereunder shall be made to the Officer within 30 days after the amount thereof is determined.

Notwithstanding the two immediately preceding sentences, the Bank shall pay any federal, state and local tax or taxes and employment taxes required to be withheld from the Officer's wages (within the meaning of Section 3121 and 3402 of the Code) with respect to the "excess parachute payment" and any such tax or taxes paid by the Company, the Bank or the Subsidiary to the Internal Revenue Service or state or local taxing authority shall constitute payment to the Officer.

(v) If the Excise Tax is finally determined (whether by the filing of an amended tax return by the Officer by audit of the Internal Revenue Service or other taxing authority, or by a final determination of a court of competent jurisdiction) to be less than the amount paid to or on behalf of the Officer under the provisions of Sections 11(h)(i)- (iv) and the overpayment is refunded to the Officer, the Officer shall repay to the Bank, promptly following the receipt of the refund, the portion of the Gross Up Payment (and/or Subsequent Gross Up Payment) attributable to such reduction of the Excise Tax (plus the portion attributable to federal, state and local income tax and employment taxes imposed on the portion being repaid by the Officer but only to the extent that the repayment may result in a tax benefit to the Officer under
Section 1341 of the Code and similar provisions of applicable state and local law).

(vi) The provisions of this Section 11(h) shall inure to the benefit of the Officer during the Term of this Agreement regardless of whether or not his employment is terminated, and if the Officer's employment is terminated, the rights and obligations of the Officer and the Bank under this
Section 11(h) shall survive the termination of this Agreement.

12. Post-Termination Obligations of the Officer. (a) Upon any termination of the Officer's employment during the Term of this Agreement or upon termination of the Officer's employment after the expiration of the Term of this Agreement or upon retirement, the Officer agrees (i) not to make any disclosure in violation of Section 12(b), (ii) to return to the Bank all material documents relating to the business of the Company, the Bank, the Subsidiary and their affiliates that are in the Officer's possession or under the Officer's control, and (iii) except if the termination or retirement occurs after a Change in Control, not to solicit (directly or indirectly), for one year following the Effective Date of Termination (or date of termination after the expiration of the Term) or retirement, the employment of any person who is an employee of the Company, the Bank, the Subsidiary or their affiliates on the Effective Date of Termination (or date of termination after the expiration of the Term) or retirement or who, within six months prior to the Effective Date of Termination (or date of termination after the expiration of the Term) or retirement, was an employee of the Company, the Bank or Subsidiary or their affiliates unless the Officer receives written permission from the Bank to engage in the activities proscribed by this Section 12(a) or by Section 12(b) or to be relieved of any obligation under Section 12(a)(ii).

(b) The Officer recognizes and acknowledges that the confidential business activities and plans for business activities of the Bank and its subsidiaries and affiliates, as they may exist from time to time, are valuable, special and unique assets of the Bank. The Officer shall not, during or at any time after the Officer's employment, disclose any knowledge of the past, present or planned business activities of the Bank or its subsidiaries

or affiliates that are of a confidential nature (collectively, the "Bank's Confidential Activities") to any person, firm, corporation, bank, thrift institution or other entity for any reason or purposes whatsoever.
Notwithstanding anything in this Section 12(b) to the contrary, the Officer (i) may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas that are not derived from the Bank's Confidential Activities, and (ii) shall not be precluded from disclosures respecting the Bank's Confidential Activities that are (A) made pursuant to compulsory legal process or when required by an appropriate governmental agency; (B) public knowledge or become public without the Officer's breach of this Section 12(b); (C) already known to the party to whom the Officer makes such disclosures; or (D) approved by the Bank for disclosure.

(c) The parties, recognizing that irreparable injury will result to the Bank, its business and property in the event of the Officer's breach or threatened breach of Section 12(a) or (b), agree that in the event of such breach or threatened breach by the Officer, the Bank will be entitled, in addition to any other remedies and damages that may be available, to seek and obtain an injunction to restrain the violation of Section 12(a) or (b) by the Officer.

13. Notices. All notices under this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, (a) to the Bank, at its address set forth above (to the attention of its Chief Executive Officer), and (b) to the Officer, at the Officer's residence address as appearing in the records of the Bank, or to such other address as either party may hereafter designate in writing in the manner provided in this Section 13. All notices under this Agreement shall be deemed

given (i) upon receipt if delivered personally or (ii) two days after deposit in a facility of the U.S. Postal Service with postage prepaid. As used in this Agreement, the term "Effective Date of Termination" shall mean (A) the date specified in a notice hereunder on which such Officer's employment is to terminate, provided, however, that no such notice shall specify an Effective Date of Termination that is prior to the date on which any such notice is given or (B) for purposes of Section 11 only, the date on which the Term is to expire as a result of a notice of non-renewal given by the Bank to the Officer pursuant to Section 2 of this Agreement.

14. Complete Understanding. This Agreement, together with the Agreement Regarding Initial Employment Terms attached hereto as Exhibit A, constitute the complete understanding between the parties with respect to the subject matter hereof and thereof and merge and supersede all prior oral and written agreements and understandings and all contemporaneous oral agreements and understandings with respect to the subject matter hereof and thereof, including, without limitation, any other employment agreement heretofore executed by the Officer and the Bank or any of its subsidiaries or affiliates. In the event of any conflict between the express provisions of this Agreement and such Agreement Regarding Initial Employment Terms, the express provisions of this Agreement shall be controlling. This Agreement may not be amended, terminated or rescinded except in a writing signed by the party to be charged.

15. No Waiver. The failure of either party at any time to require performance by the other party of a provision of this Agreement or to resort to a remedy at law or in equity or otherwise shall in no way affect the right of such party to require

full performance or to resort to such remedy at any time thereafter nor shall a waiver by either party of the breach of any provision of this Agreement be taken or held to be a waiver of any subsequent breach of such provision unless expressly so stated in writing. No waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party to be charged.

16. Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to conflict of laws principles applied in the State of New York.

17. Headings. The headings to the Sections of this Agreement are for convenience of reference only and shall not be given any effect in the construction or interpretation of this Agreement.

18. Severability. If any provision of this Agreement is held by a court or other authority having competent jurisdiction to be invalid, void or otherwise unenforceable, in whole or in part, by reason of any applicable law, statute or regulation or any interpretation thereof, then (a) the remainder of the provisions of this Agreement shall remain in full force and effect and in no way affected, impaired or invalidated and (b) the provision so held to be invalid, void or otherwise unenforceable shall be deemed modified in amount, duration, scope or otherwise to the minimum extent necessary so that such provision shall not be invalid, void or otherwise unenforceable by reason of such law, statute, regulation or interpretation and such provision, as so modified, shall remain in full force and effect.

19. Payment of Legal Fees. If, following a Change in Control, any legal action or proceeding is commenced to enforce or interpret the provisions of this Agreement, or to recover damages for its breach, all reasonable legal fees, disbursements and court costs paid or incurred by the Officer arising out of or resulting from such action or proceeding shall be paid or reimbursed to the Officer by the Bank, provided the Officer shall be the prevailing party in such action or proceeding.

20. Assumption by the Company. This Agreement shall be assumable by the Company at its election. Following any such election, the obligations of the Bank under this Agreement shall become the obligations of the Company.

21. Taxes. Any payments due to the Officer pursuant to this Agreement shall be reduced by all applicable federal, state, city or other taxes required by law to be withheld with respect to such payments.

22. Limitation on Payments. Any payments made to the Officer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 USC Section 1828(k) and any regulations promulgated thereunder.
THE DIME SAVINGS BANK OF NEW YORK, FSB

By: ___________________________________

Name: __________________________

Title: _______________________

Dated: ___________________ _______________________________________
RICHARD A. MIRRO

Exhibit 10.8

[Dime Letterhead]

December 19, 1996

Mr. Richard A. Mirro
1913 South Ardsley Street
Tampa, Florida 33629

Re: Agreement Regarding Initial Employment Terms

Dear Rich:

As we discussed, this Letter Agreement is intended to detail several elements of your initial compensation arrangements with The Dime Savings Bank of New York, FSB (the "Bank"). To the extent, however, that it describes benefits requiring the approval of the Compensation Committee or the Board of Directors of the Bank or of Dime Bancorp, Inc. (the "Company"), it is subject to that approval, and to changes that may be determined by such Committee(s) or such Board(s) from time to time, and participation in the various plans described will be pursuant to the terms of those plans, as they may be revised (and subject to their termination) from time to time by the Bank or the Company. The benefits described herein are also subject to other limitations described in further detail below.

1. Restricted Stock Award. As soon as possible following the date hereof, subject to appropriate approvals, you will be awarded the right to purchase 20,000 shares of restricted stock pursuant to the Dime Bancorp, Inc. 1991 Stock Incentive Plan (the "Plan"), with such restricted stock vesting on a pro-rata basis on the third, fourth and fifth anniversaries of the date of grant, subject to earlier vesting under the circumstances described in section 15.1 of the Plan. The purchase price for each share of restricted stock, described in the preceding sentence, shall be equal to $1.00 per share. The Company agrees to pay to you on the date of such award $30,000 for the purpose of providing you with the aggregate purchase price for the restricted stock awarded hereunder and the Federal, state and local income tax liability arising from such payment.

2. Annual Incentive Opportunity. You will be eligible to participate in the Bank's Officer Incentive Plan beginning with 1997, with a minimum incentive payment amount of $250,000 for the first year, a target incentive opportunity of $250,000 for the second year and a target incentive opportunity of $290,000 for the third year. You will have an opportunity to earn up to 150% of your minimum incentive or target incentive payment based on extraordinary performance, with the final determination of the incentive paid to you in the discretion of the Bank's Board of Directors.

3. Sign-on-Bonus. You shall receive, within 30 days of the execution and delivery of the Employment Agreement, dated as of December 19, 1996, between the Bank and you (the "Employment Agreement") an initial cash bonus of $250,000. Subject to appropriate approvals, you will also receive, as soon as possible following the date hereof, a grant of 28,000 non-qualified stock options. Such options shall vest, pro rata upon the first, second and third anniversaries of the date of grant.

4. Long-Term Incentive Opportunity. To the extent approved, as appropriate, from time to time by the Compensation Committee or the Board of Directors of the Bank or the Company, you will be eligible to participate in the Company's Senior Management Incentive Plan, with a long-term incentive award of 26,500 non-qualified stock options in each of the first two years of your employment by the Bank and a long-term incentive award equal in value (as determined by the Bank) to 60% of your base annual salary during the third year of your employment by the Bank if and after you assume the duties of Chief Executive Officer of the Bank's mortgage unit.

5. Key Executive Life Insurance. To the extent approved by the Compensation Committee of the Bank or the Company, you will be eligible to participate in the Bank's Key Executive Life Insurance/Death Benefit Plan.

6. Deferred Compensation Plan. To the extent approved by the Compensation Committee of the Bank or the Company, you will be eligible to participate in the Dime Bancorp, Inc. Voluntary Deferred Compensation Plan.

7. Automobile Allowance. For purposes of enabling you to travel to and from the Bank's offices and elsewhere for business purposes, the Bank will provide you during the term of your Employment Agreement with the use of a Bank-owned or Bank-leased automobile of a make and model commensurate with that being provided under the Bank's policies as in effect on the date hereof to officers of the Bank of comparable rank and responsibility, and will reimburse you for all costs, including tolls and gasoline, incurred by you during such period in connection with the business operation of the vehicle, subject to the Bank's policies, as in effect from time to time, concerning personal use of the automobile.

8. Dues Reimbursement. The Bank will reimburse you during the term of your employment for the reasonable annual (or less frequent) membership fees for two country, social, business, luncheon or fitness clubs.

Notwithstanding the foregoing, if any statue, regulation, order, agreement or regulatory interpretation thereof that is valid and binding upon the Bank, including, without limitation, 12 USC Section 1828(k) and regulations thereunder (each a "Regulatory Restriction") restricts, prohibits or limits the amount of any payment or the provision of any benefit that the Bank would otherwise be liable for pursuant to this Letter Agreement, then the amount that the Bank will pay to you will not exceed the maximum amount permissible under such Regulatory Restriction; provided, that if such Regulatory Restriction shall subsequently be rescinded,

superseded, amended or otherwise determined not to restrict, limit or prohibit payment by the Bank of amounts otherwise due you hereunder, the Bank shall promptly thereafter pay to you any amounts (or the value of any benefit) previously withheld from you as a result of such Regulatory Restriction. The provisions and limitations set forth in Section 10 of your Employment Agreement, to the extent required by law, are hereby incorporated by reference herein. Further, if any amount otherwise payable hereunder other than upon events following a Hostile Change in Control (as defined in the Employment Agreement) would be deemed to constitute a parachute payment (a "Parachute Payment") within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and if any such Parachute Payment, when added to any other payments other than upon events following a Hostile Change in Control which are deemed to constitute Parachute Payments, would otherwise result in the imposition of an excise tax under Section 4999 of the Code, the amounts payable hereunder shall be reduced by the smallest amount necessary to avoid the imposition of such excise tax. Any such limitation shall be applied in a manner that considers the benefits that are to be paid pursuant to the Employment Agreement or otherwise, and such limitation shall be applied to such compensation and benefit amounts, and in such order, as the Bank shall determine in its sole discretion. References to the Code hereunder shall be to the Code as presently in effect or to the corresponding provisions of any succeeding law.

This Letter Agreement is intended solely to detail certain of your initial compensation arrangements with the Bank. Nothing in this Letter Agreement (a) confers upon you the right to continue in the employment of the Bank or the right to hold any particular office or position with the Bank, (b) requires the Bank to pay you, or entitles you to receive, any specified annual salary or interferes with or restricts in any way the right of the Bank to decrease your annual salary at any time, (c) requires the Bank to continue to provide any of the benefit plans or arrangements described above, or (d) interferes with or restricts in any way the right of the Bank to terminate your employment at any time, with or without cause. In the event of any conflict between the express provisions of this Letter Agreement and the Employment Agreement, the express provisions of the Employment Agreement shall be controlling.

Any payments due you hereunder shall be reduced by all applicable withholding and other taxes.

This Letter Agreement shall be governed by the laws of the State of New York, without regard to conflict of laws principles applied in the State of New York. If any provision of this Letter Agreement is held by a court or other authority having competent jurisdiction to be invalid, void or otherwise unenforceable, in whole or in part, by reason of any applicable law, statute or regulation or any interpretation thereof, then the remainder of the provision of this Letter Agreement shall remain in full force and effect and in no way affected, impaired or invalidated. This Letter Agreement may be assumed by the Company at its election. Following any such election, the obligations of the Bank under this Letter Agreement shall become the obligations of the Company. Except as otherwise provided above, this Letter Agreement may only be amended in writing signed by both parties hereto.

Please indicate your acceptance to the terms of this Letter Agreement by signing below.

Very truly yours,

THE DIME SAVINGS BANK OF NEW YORK, FSB

By:_____________________________________________

AGREED AND ACCEPTED

Exhibit 10.9

AMENDMENT OF AGREEMENT

The Agreement Regarding Initial Employment Terms, dated December 19, 1996, between The Dime Savings Bank of New York, FSB and Richard A. Mirro, is hereby amended, effective as of May 12, 1997, to replace the clause "Hostile Change in Control" where it appears therein with the clause "Transfer of Control."

AGREED AND ACCEPTED

THE DIME SAVINGS BANK OF
NEW YORK, FSB

By: _______________________________________

Exhibit 10.10

EMPLOYMENT AGREEMENT

A. The Bank is desirous of employing the Officer upon the terms and conditions set forth in this Agreement.

B. The Officer is desirous of being employed by the Bank upon the terms and conditions set forth in this Agreement.

Therefore, the Bank and the Officer, intending to be legally bound, agree as follows:

1. Employment. Subject to the terms and conditions of this Agreement, the Bank hereby employs the Officer, and the Officer hereby accepts such employment.

2. Term of Employment. (a) The initial term of the Officer's employment under this Agreement shall be deemed to have commenced on the date of this Agreement and shall continue until March 1, 2001. This Agreement shall be renewed automatically for one additional year on March 1, 1999, and on each March 1 thereafter, unless (x) the Officer or the Bank gives contrary written notice to the other, at least 10 days prior to any such renewal date, or (y) this Agreement has been otherwise terminated in accordance with its provisions. During each calendar year of the term of this Agreement beginning with 1999 (unless notice of non-renewal of

this Agreement shall have previously been given by the Bank or the Officer pursuant to the immediately preceding sentence), the Board of Directors of the Bank (or a duly authorized committee of the Board or subcommittee of such committee) shall, no later than the last day in each such year on which the Bank may give the Officer notice of non-renewal pursuant to the immediately preceding sentence, review and determine whether the Bank shall give the Officer such notice of non-renewal with respect to the March 1 renewal date in such year; provided, however, that nothing in this sentence shall be construed as limiting the Bank's ability to give notice of non-renewal pursuant to the immediately preceding sentence at any other time. A determination by the Board of Directors of the Bank (or a duly authorized committee of the Board or subcommittee of such committee) in any year that the Bank shall not give notice of non-renewal with respect to the March 1 renewal date in such year shall be deemed to be the Board's approval of the renewal of this Agreement on such renewal date. Except as otherwise provided in Section 11(c)(iv) of this Agreement, neither the giving of notice of non-renewal pursuant to clause (x) of the second sentence of this
Section 2(a), nor the subsequent expiration of the Term of this Agreement as a result of the giving of such notice, shall be deemed to be a termination of the Officer's employment under this Agreement. (As used in this Agreement, (i) "Term" shall mean the initial term and any renewal term of this Agreement and
(ii) "remaining Term" shall mean the balance of the Term in effect at a specified time without regard to potential future renewals under the renewal provision of this Section 2(a).)

(b) The Officer's employment may be terminated during the Term of this Agreement by the Bank or the Officer in the manner specified in this Agreement. Any such termination of employment shall result in a termination of this Agreement on the Effective Date of

Termination (as defined in Section 13); provided that, notwithstanding anything to the contrary in the foregoing, any right of the Officer to any payments or benefits as a result of a termination of the Officer's employment (as provided in this Agreement) shall survive the termination of this Agreement.

3. Office. During the Term, the Officer shall serve as an officer of the Bank. In addition, during the Term, the Officer shall serve, for the period for which the Officer may from time to time be elected, as an officer or director of any subsidiary or affiliate of the Bank.

4. Duties. The Officer initially shall serve as General Manager, General Manager of Consumer Financial Services of the Bank; provided, that the Officer shall hold comparable or additional positions, and perform comparable or additional duties, as may from time to time be assigned to the Officer. During the Term (except for periods of illness and vacation), substantially all of the Officer's business time, attention, skill and efforts shall be devoted to the performance of the Officer's duties under this Agreement.

5. Compensation. (a) The annual salary of the Officer during the Term shall be fixed by the Board of Directors of the Bank (or a duly authorized committee of the Board or subcommittee of such committee) and shall be payable in installments in accordance with the prevailing general payroll practice of the Bank as it may exist from time to time. The initial annual salary of the Officer during the Term shall be the Officer's annual salary on the date of this Agreement. The Board of Directors of the Bank (or a duly authorized committee of the Board or subcommittee of such committee) may increase or decrease the Officer's annual salary from time to time; provided that, except for decreases that are applied generally to officers of comparable rank, such annual salary shall not be decreased by more than 25% in any one calendar year. As

used in this Agreement, "annual salary" shall mean, at any time, the annual rate of salary then payable to the Officer pursuant to this Section 5(a) (before deduction of any amounts deferred under any deferred compensation plan of the Bank, any voluntary contributions to the Retirement 401(k) Investment Plan of Dime Bancorp, Inc. (the "Company"), or any other similar qualified plan or any other deductions from income) and shall be exclusive of bonuses, incentive compensation or other compensation or benefits paid to or accrued for the Officer other than pursuant to this Section 5(a).

(b) The Officer shall not have or acquire by virtue of this Agreement any rights to participate in, or receive benefits with respect to, any compensation or benefit plan or program of the Bank, except (i) that while employed by the Bank the Officer may participate in such plans or programs to the extent provided in such plans and programs and on the same basis as if the Officer's employment were not subject to the terms and conditions of this Agreement, or (ii) as otherwise specifically provided in this Agreement. The Officer shall participate in the Company's Supplemental Executive Retirement Plan (the "SERP") with a "Pension Goal" under such Plan of not less than 50% of "Average Compensation" (with each such term as defined in the SERP), subject to the vesting provisions under the SERP, or, solely as applicable, Section 11(g)(i).

(c) Notwithstanding anything to the contrary in the foregoing provisions, the payment of any amounts that would otherwise be payable to the Officer but which would be in excess of the amount which the Company or the Bank could deduct for federal income tax purposes if then paid, on account of the operation of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), shall be deferred to the extent such deferral is required pursuant to a policy adopted by the Compensation Committee or the Board of Directors of the

Company or the Bank and, to the extent so deferred, shall be payable pursuant to the relevant terms of the Dime Bancorp, Inc. Voluntary Deferred Compensation Plan; provided, however, that, if a Change in Control (as defined in Section
11(a)) has occurred, deferral of amounts payable hereunder to the Officer on or after the date of such Change in Control will only be required if and to the extent such policy in effect immediately prior to the Change in Control (without taking into consideration any changes therein made in contemplation of the occurrence of the Change in Control) requires or would have required such deferral.
6. Disability. (a) The Bank may terminate the Officer's employment under this Agreement for "permanent disability" if (i) the Officer shall become physically or mentally disabled or incapacitated to the extent that the Officer has been absent from the Officer's duties with the Bank on account of such disabilities or incapacitation as determined in a manner consistent with the policy which applies generally to employees of the Bank on a full-time basis for a period of six consecutive months, and (ii) within 30 days after written notice of proposed termination for permanent disability is given by the Bank to the Officer, the Officer shall not have returned to full-time performance of the Officer's duties.
(b) In the event of termination for "permanent disability," the Bank shall continue to pay the Officer an amount equal to the Officer's then annual salary pursuant to Section 5(a) (less any benefits that would have been payable to the Officer had the Officer elected the maximum available amount of disability insurance coverage available from the Bank) for a period commencing on the Effective Date of Termination and ending on the first anniversary thereof (or the end of the remaining Term in effect immediately prior to the Effective Date of Termination, if earlier). Notwithstanding the first sentence of this
Section 6(b), any such payment shall terminate

upon the earliest to occur of (A) the date the Officer returns to full-time employment with the Bank; (B) the Officer's full-time employment by another employer; or (C) the Officer's death. In the event of termination for "permanent disability," the Bank also shall continue to provide until the end of the remaining Term in effect immediately prior to the Effective Date of Termination (or the Officer's earlier death) all life, medical and dental insurance coverage as is otherwise maintained by the Bank for full-time employees, provided that the Officer shall continue to pay all amounts in respect of such coverage that an employee receiving the same level of coverage is or would be required to pay. In the event of a termination of the Officer's employment for "permanent disability" at any time during the remaining Term in effect at the time of a Change in Control (as defined in Section 11(a)), the provisions of Section 11 shall apply in lieu of the provisions of this Section 6(b).

(c) There shall be no reduction in the compensation payable to the Officer or the Officer's other rights under this Agreement during any period when the Officer is incapable of performing some or all of the Officer's duties by reason of temporary or partial disability.

7. Death. In the event of the Officer's death during the Term, this Agreement and all of the Bank's obligations under this Agreement shall terminate.

8. Termination by the Bank. (a) The Bank may terminate the Officer's employment under this Agreement at any time by giving the Officer written notice of such termination, provided that, except where termination is for "cause" (as defined in Section 8(b)(ii)), such notice shall be provided at least 30 days prior to the Effective Date of Termination. In the event of a termination of the Officer's employment by the Bank, other than a termination for "cause" (as defined in Section 8(b)(ii)), the Bank shall (subject to the provisions of Section 8(c))

continue from the Effective Date of Termination through the end of the Severance Period (as defined in Section 8(b)(i)) to (1) pay the Officer's annual salary in effect immediately prior to the Effective Date of Termination to the Officer and
(2) maintain (for the Officer, and, during such period but prior to the Officer's death, for the Officer's spouse and dependents, as applicable) all life, medical and dental insurance coverage as is otherwise maintained by the Bank for full-time employees, provided that the Officer shall continue to pay any amounts in respect of such coverage that an employee receiving the same level of coverage is or would be required to pay. In the event of a termination of the Officer's employment by the Bank at any time during the remaining Term in effect at the time of a Change in Control, the provisions of Section 11 shall apply in lieu of the provisions of the immediately preceding sentence of this
Section 8(a).

(b)(i) As used in Section 8(a) above, the term "Severance Period" shall mean the period of time equal to the Length of Service Factor multiplied by the Age Multiplier. The Length of Service Factor shall be (i) six months if the Officer has been employed by the Bank for a total of two years or less or (ii) 12 months if the Officer has been employed by the Bank for a total of over two years. The Age Multiplier shall be (A) 1.0 if the Officer is under age 50, (B) 1.25 if the Officer is age 50 or over but below age 55, (C) 1.375 if the Officer is age 55 or over but below age 60 and (D) 1.5 if the Officer is age 60 or over. In calculating the Length of Service Factor and the Age Multiplier, the length of the Officer's employment by the Bank and the Officer's age shall be the Officer's length of employment and age (as the case may be) at the time notice of termination of the Officer's employment is given by the Bank.

(ii) The Officer shall have no right to receive compensation or other benefits under this Agreement for any period after the Effective Date of Termination if the Officer's employment is

terminated for cause. As used in this Agreement, "cause" shall mean the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform assigned duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order or material breach of any provision of this Agreement.

(c)(i) Notwithstanding any other provision of this Section 8 or of Section 11, if at the Effective Date of Termination any statute, regulation, order, agreement, or regulatory interpretation thereof that is valid and binding upon the Bank (a "Regulatory Restriction") shall restrict, prohibit or limit the amount of any payment or the provision of any benefit that the Bank would otherwise be liable for under this Section 8 or under Section 11, then the amount that the Bank shall pay to the Officer hereunder shall not exceed the maximum amount permissible under such Regulatory Restriction; provided, that if such Regulatory Restriction shall subsequently be rescinded, superseded, amended or otherwise determined not to restrict, limit or prohibit payment by the Bank of amounts otherwise due the Officer hereunder, then the Bank shall promptly thereafter pay to such Officer any amounts (or the value of any benefit) previously withheld from such Officer as a result of such Regulatory Restriction.

(ii) Notwithstanding any other provision of this Section 8 or of Section 11, in the event that any amount otherwise payable hereunder, other than on account of events described in Sections 11(c)(i) or 11(c)(ii) following a Change in Control (as hereinafter defined), would be deemed to constitute a parachute payment (a "Parachute Payment") within the meaning of Section 280G of the Code, and if any such Parachute Payment, when added to any other payments which are deemed to constitute Parachute Payments, would otherwise result in the imposition of an

excise tax under Section 4999 of the Code, the amounts payable hereunder (other than amounts payable under the SERP or otherwise payable on account of events described in Sections 11(c)(i) or 11(c)(ii) following a Change in Control) shall be reduced by the smallest amount necessary to avoid the imposition of such excise tax. Any such limitation shall be applied to such compensation and benefit amounts, and in such order, as the Bank shall determine in its sole discretion. References to the Code in this Agreement shall be to the Code as presently in effect or to the corresponding provisions of any succeeding law.

9. Voluntary Termination by the Officer. The Officer shall have the right to terminate the Officer's employment under this Agreement at any time upon at least 30 but not more than 60 days' prior written notice to the Bank. If this Agreement is terminated pursuant to the immediately preceding sentence, all of the Bank's obligations under this Agreement shall terminate and the Officer shall not be entitled to any compensation or benefits after the Effective Date of Termination, except to the extent provided in Section 11.

10. Additional Termination and Suspension Provisions. (a) If the Officer is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) or (g)(1)), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.

(b) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under this Agreement shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the parties.

(c) All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Bank, (i) by the Director of Thrift Supervision or his or her designee (the "Director"), at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act; or (ii) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition. Any rights of the parties that have already vested, however, shall not be affected by such action.

(d) If the Officer is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)), the Bank's obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (a) pay the Officer all or part of the compensation withheld while its contract obligations were suspended and (b) reinstate (in whole or in part) any of its obligations which were suspended.

(e) The provisions of paragraphs (a) through (d) of this
Section 10 are required to be set forth in this Agreement by regulations applicable to the Bank on the date of this Agreement. If any such regulation shall hereafter be amended or modified, or if any new regulation applicable to the Bank and effective after the date of this Agreement shall require the inclusion in this Agreement of a provision not presently included in this Agreement, then the

foregoing provisions of paragraphs (a) through (d) of this Section 10 shall be deemed amended to the extent necessary to give effect in this Agreement to any such amended, modified or new regulation.

11. Change in Control. (a) As used in this Agreement, a "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company's then outstanding securities; or

(II) the following individuals cease for any reason to constitute a majority of the number of directors then serving as directors of the Company: individuals who, on July 24, 1997, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with the settlement of an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on July 24, 1997 or whose appointment, election or nomination for election was previously so approved or recommended; or

(III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any Parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 65% of the combined voting power of the securities of the Company, such surviving entity or any Parent thereof outstanding immediately after such merger or consolidation or
(ii) a merger or consolidation effected solely to implement a recapitalization of the Company or the Bank (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company or the Bank (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company's or the Bank's then outstanding securities; or

(IV) the stockholders of the Company or the Bank approve a plan of complete liquidation or dissolution of the Company or the Bank, respectively, or there is consummated a sale or disposition by the Company or any of its subsidiaries of any assets which individually or as part of a series of related transactions constitute all or substantially all of the Company's consolidated assets (provided that, for these purposes, a

sale of all or substantially all of the voting securities of the Bank or a Parent of the Bank shall be deemed to constitute a sale of substantially all of the Company's consolidated assets), other than any such sale or disposition to an entity at least 65% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company immediately prior to such sale or disposition; or

(V) the execution of a binding agreement that if consummated would result in a Change in Control of a type specified in clause (I) or (III) of this Section 11(a) (an "Acquisition Agreement") or of a binding agreement for the sale or disposition of assets that, if consummated, would result in a Change in Control of a type specified in clause (IV) of this Section 11(a) (an "Asset Sale Agreement") or the adoption by the Board of Directors of the Company or the Bank of a plan of complete liquidation or dissolution of the Company or the Bank that, if consummated, would result in a Change in Control of a type specified in clause (IV) of this Section 11(a) (a "Plan of Liquidation"), provided however, that a Change in Control of the type specified in this clause (V) shall not be deemed to exist or have occurred as a result of the execution of such Acquisition Agreement or Asset Sale Agreement, or the adoption of such a Plan of Liquidation, from and after the Abandonment Date if the Effective Date of Termination of the Officer's employment has not occurred on or prior to the Abandonment Date. As used in this Section, the term "Abandonment Date" shall mean the date on which (A) an Acquisition Agreement, Asset Sale Agreement or Plan of Liquidation is terminated (pursuant to its terms or otherwise) without having been consummated, (B) the parties to an Acquisition

Agreement or Asset Sale Agreement abandon the transactions contemplated thereby, (C) the Bank or the Company abandons a Plan of Liquidation or (D) a court or regulatory body having competent jurisdiction enjoins or issues a cease and desist or stop order with respect to or otherwise prevents the consummation of, or a regulatory body notifies the Bank or the Company that it will not approve, an Acquisition Agreement, Asset Sale Agreement or Plan of Liquidation or the transactions contemplated thereby and such injunction, order or notice has become final and not subject to appeal.

As used in connection with the foregoing definition of Change in Control, "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time; "Parent" shall mean any entity that becomes the Beneficial Owner of at least 80% of the voting power of the outstanding voting securities of the Company or of an entity that survives any merger or consolidation of the Company or any direct or indirect subsidiary of the Company; and "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation or entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(b) If the Bank or the Company shall relocate its principal executive offices after a Change in Control, and if the Officer shall, as a result, change the Officer's principal residence, the Bank shall (i) promptly pay (or reimburse the Officer for) all reasonable moving expenses incurred by the Officer as a result of such change in the Officer's principal residence, and
(ii) indemnify the Officer against, and reimburse the Officer for, any loss incurred as the result of the sale of the Officer's principal residence (which loss shall be computed for the purpose of this Agreement as the difference between the actual sales price (net of closing costs and brokerage fees) of such residence and the fair market value of such residence (computed as of the time the Bank or the Company relocates its principal executive offices) as determined by an independent real estate appraiser designated and paid by the Bank or the Company and acceptable to the Officer), provided that such sale of the Officer's principal residence occurs within six months after the Bank or the Company relocates its principal executive offices.

(c) (i) If a Change in Control shall occur, the Officer shall be entitled to the compensation and benefits provided in paragraphs (d), (e),
(f) and (g) of this Section 11 upon the subsequent termination of the Officer's employment, at any time during the remaining Term in effect at the time of the Change in Control, by the Bank (including, without limitation, a termination for permanent disability), other than a termination for cause, provided that the rights to any such compensation and benefits shall be subject to the limitations and provisions set forth in Section 8(c).

(ii) If (A) a Change in Control shall occur, and thereafter the Bank (notwithstanding its right to do so under Section 4 or Section 5) either (B) makes a material change in the Officer's functions, duties or responsibilities, which change would cause the Officer's

position with the Bank to become one of lesser responsibility, importance or scope from that in effect immediately prior to the time of the Change in Control, or (C) reduces the Officer's annual salary to a level below that in effect immediately prior to the Change in Control (an event specified in clause (B) or (C) is hereafter referred to as a "Material Change"), the Officer shall be entitled to the compensation and benefits provided in paragraphs (d), (e),
(f) and (g) of this Section 11 (subject to the limitations and provisions set forth in Section 8(c)) upon the subsequent termination of the Officer's employment, at any time during the remaining Term in effect at the time of the Change in Control, by the Officer.

(iii) If the Officer's employment is terminated by the Bank or by reason of the Officer's permanent disability during the Term but after the expiration of the remaining Term in effect at the time of the Change in Control, then the provisions of Section 6 or 8 (as the case may be) shall apply in lieu of the provisions of paragraphs (d), (e), (f) and (g) of this Section 11. If the Officer's employment is terminated by the Officer during the Term but after the expiration of the remaining Term in effect at the time of the Change in Control (or if the Officer's employment is terminated by the Officer during the remaining Term in effect at the time of the Change in Control and no Material Change shall have occurred), then the provisions of Section 9 shall apply in lieu of the provisions of paragraphs (d), (e), (f) and (g) of this Section 11.

(iv) Only for purposes of determining whether there has been a termination of the Officer's employment during the remaining Term in effect at the time of a Change in Control (as specified in paragraphs (c)(i) and (c)(ii) of this Section 11, as the case may be) so as to entitle the Officer to the compensation and benefits provided in paragraphs (d), (e), (f) and (g) of this
Section 11, a termination of the Officer's employment following such a Change in Control shall

be deemed to have occurred on such date during the remaining Term that (A) notice of termination is given by the Bank or the Officer to the other (regardless of the Effective Date of Termination specified in such notice) or (B) notice of non-renewal pursuant to Section 2(a) is given by the Bank to the Officer (regardless of the date on which the Term expires). In the event that notice of non-renewal pursuant to Section 2(a) is given by the Bank to the Officer during the remaining Term in effect at the time of a Change in Control, the termination of employment in connection with such notice of non-renewal shall, for purposes of Sections 8(c) and 11(h), be treated as a termination of employment described by paragraph (c)(i) of this Section 11. Notwithstanding the immediately preceding sentences, the Officer shall continue to be employed by the Bank pursuant to this Agreement until (1) the Effective Date of Termination specified in the notice of termination or (2) the end of the remaining Term in effect when notice of non-renewal is given pursuant to Section 2 of this Agreement.

(d)(i) Upon the occurrence of a Change in Control followed by any termination of the Officer's employment pursuant to Section 11(c)(i) or
(c)(ii), to the extent not otherwise limited pursuant to Section 8(c), the Bank shall pay the Officer, as a severance payment for services previously rendered to the Bank, a lump sum equal to three times the Officer's Annual Compensation, as in effect immediately prior to the Effective Date of Termination (without regard to any decrease in the Officer's Annual Compensation made after the Change in Control). As used in this Section 11(d)(i), the term "Annual Compensation" shall mean, at any time, an amount equal to the sum of (A) the Officer's annual salary (as defined in Section 5(a)) at such time, plus (B) 100% of the target bonus or other cash incentive that the Officer is eligible to earn in such year pursuant to each plan or program (whether or not such plan or program has been formalized

or is in written form) of the Bank in effect for such year that provides for bonuses or other cash incentives, or if no such plan or program has been adopted with respect to such year, 100% of the target bonus or other cash incentive that the Officer was eligible to earn in the most recent year in which such a plan or program was in effect.

(ii) Upon the occurrence of a Change in Control followed by any termination of the Officer's employment pursuant to Section 11(c)(i) or
(c)(ii), to the extent not otherwise limited pursuant to Section 8(c): (A) each Non-Accelerated Stock Option held by the Officer shall (to the extent permitted by the plan under which such Non-Accelerated Stock Option was granted), notwithstanding anything to the contrary in the grant letter or option agreement related to such Non-Accelerated Stock Option and regardless of the actual Effective Date of Termination, vest and become exercisable in accordance with the provisions of, and remain exercisable for the term specified in, such grant letter or option agreement as if there had been no termination of the Officer's employment and the Officer remained in the employment of the Bank for the entire term of such Non-Accelerated Stock Option and (B) each Vested Stock Option held by the Officer shall (to the extent permitted by the plan under which such Vested Stock Option was granted), notwithstanding anything to the contrary in the grant letter or option agreement related to such Vested Stock Option and regardless of the actual Effective Date of Termination, remain exercisable for the term specified in such grant letter or option agreement as if there had been no termination of the Officer's employment and the Officer remained in the employment of the Bank for the entire term of such Vested Stock Option. As used in this Section 11(d)(ii), the term (I) "Non-Accelerated Stock Option" shall mean any stock option (including any tandem stock appreciation right) previously or hereafter granted to the Officer under a stock incentive or

stock option plan of the Company that has not, pursuant to the provisions of such stock incentive or stock option plan or the grant letter or option agreement pursuant to which such stock option was granted to the Officer, vested and become exercisable prior to the Effective Date of Termination and (II) "Vested Stock Option" shall mean any stock option (including any tandem stock appreciation right) previously or hereafter granted to the Officer under a stock incentive or stock option plan of the Company that vests and becomes exercisable prior to the Effective Date of Termination.

(e) Any payment pursuant to Section 11(d)(i) or 11(g)(ii) shall be made to the Officer within 30 days after the Effective Date of Termination.

(f) Upon the occurrence of a Change in Control followed by any termination of the Officer's employment pursuant to Section 11(c)(i) or (c)(ii), to the extent not otherwise limited pursuant to Section 8(c), the Bank shall cause to be continued until the end of the remaining Term in effect immediately prior to the giving of notice of termination or non-renewal (or the Officer's earlier death) life, disability, medical and dental insurance coverage as is otherwise maintained by the Bank for full-time employees, provided that the Officer shall continue to pay all amounts in respect of such coverage that an employee receiving the same level of coverage is or would be required to pay.

(g)(i)(A) On and after any Change in Control, to the extent not otherwise limited pursuant to Section 8(c)(i), the Officer shall be eligible to be paid, under the SERP, a SERP benefit, to the extent vested (and subject to additional vesting in accordance with the terms of the SERP as such plan provided immediately prior to the Change in Control, or if it results in a greater vested percentage, with vesting determined otherwise pursuant to this
Section 11(g)(i)),

that is not less than a benefit calculated based upon the amount of the Officer's "Pension Goal" and "Average Compensation" and the otherwise applicable terms of the SERP, each as determined immediately prior to the Change in Control. The rights of the Officer and the obligations of the Bank with respect to the benefits described under this Section 11(g)(i)(A) shall survive the termination of this Agreement.

(B) In the event of termination of the Officer's employment pursuant to Section 11(c)(i) or (c)(ii), to the extent not otherwise limited pursuant to Section 8(c), notwithstanding any vesting provisions that would in other circumstances require further service under the SERP, the Officer shall be fully vested in the Officer's SERP benefit, which shall otherwise be payable in accordance with the terms of the SERP and, as applicable, Section 11(g)(i)(A).

(ii) In the event of termination of the Officer's employment pursuant to Section 11(c)(i) or (c)(ii), to the extent not otherwise limited pursuant to Section 8(c), the Officer shall be entitled to receive in a lump sum payment an amount equal to any amounts forfeited by the Officer under the Company's qualified defined contribution plan(s) and under the Bank's Benefit Restoration Plan (solely to the extent such Benefit Restoration Plan supplements benefits under a defined contribution plan) as in effect immediately prior to the Change in Control (or, if more favorable to the Officer, as in effect immediately prior to the Effective Date of Termination).

(h)(i) If, on account of events described in Sections 11(c)(i) or 11(c)(ii) following a Change in Control, any payment or other benefit paid or to be paid or any property transferred or to be transferred (collectively, a "Severance Payment") with respect to one or more calendar years by or on behalf of the Bank (or any affiliate of the Bank) to the Officer pursuant to this Agreement in connection with such Change in Control shall constitute an "excess parachute

payment" within the meaning of Section 280G(b) of the Code subject to the tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Bank shall pay to the Officer an additional amount (the "Gross Up Payment") such that the amount paid or transferred to the Officer, after deduction of any Excise Tax on the Severance Payment, and any federal, state and local income tax, employment tax and Excise Tax upon the Gross Up Payment, shall be equal to the Severance Payment. In addition, if, absent a Change in Control or in other circumstances following a Change in Control, notwithstanding the reductions mandated by
Section 8(c), the SERP benefits otherwise payable to the Officer shall constitute an "excess parachute payment" within the meaning of Section 280G(b) of the Code subject to the Excise Tax, then the Bank shall pay to the Officer one or more Gross Up Payments such that the amount of such Gross Up Payments, when combined with such SERP benefits, after deduction of any Excise Tax on the SERP benefits, and any federal, state and local income tax, employment tax and Excise Tax upon the Gross Up Payments, shall be equal to such SERP benefits.

(ii) For purposes of determining under Section 11(h)(i) whether any portion of a Severance Payment or SERP benefit will be subject to the Excise Tax and the amount of such Excise Tax, (A) the Severance Payment or SERP benefit and payment provided for in Section 11(h)(i) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280(G)(b)(1) of the Code shall be treated as subject to the Excise Tax, unless and to the extent that tax counsel selected by the Bank's independent auditors and acceptable to the Officer is of the opinion that the Severance Payment or SERP benefit (in whole or in part) does not constitute a "parachute payment" or such "excess parachute payment" (in whole or in part) represents reasonable

compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the allocable base amount within the meaning of Section 280G(b)(3) of the Code, or the Severance Payment or SERP benefit is otherwise not subject to the Excise Tax, (B) the amount of the Severance Payment or SERP benefit that is treated as subject to the Excise Tax shall be equal to the lesser of (X) the total amount of the Severance Payment or SERP benefit, as applicable, and (Y) the amount of "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code (after applying clause (A) above), (C) any Gross Up Payment pursuant to Section 11(h)(i) shall be treated as subject to the Excise Tax in its entirety and (D) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(iii) If in circumstances described in Section 11(h)(i), by reason of the filing by the Officer of an amended tax return, an audit by the Internal Revenue Service or other taxing authority, or a final determination by a court of competent jurisdiction, it is determined that "excess parachute payments" exceeding those previously reported in the Officer's tax returns were received by the Officer and as a result an additional Excise Tax (the "Additional Excise Tax") shall become due, the Bank shall pay the Officer an additional amount (the "Subsequent Gross Up Payment") such that the amount paid or transferred to the Officer, after deduction of (A) any Additional Excise Tax and (B) on an after tax basis, any interest, additions and penalties with respect to the Additional Excise Tax and (C) any federal, state and local income tax, employment tax and Excise Tax upon the Subsequent Gross up Payment and (D) the payments provided for in Section 11(h)(i), shall be equal to the Severance Payment or SERP benefits, as appropriate.

(iv) Any Gross Up Payment required hereunder shall be made at least ten days prior to the due date (without regard to extensions) of the Officer's federal income tax return for the year with respect to which the "excess parachute payment" is deemed made under the Code. Any Subsequent Gross Up Payment required hereunder shall be made to the Officer within 30 days after the amount thereof is determined. Notwithstanding the two immediately preceding sentences, the Bank shall pay any federal, state and local tax or taxes and employment taxes required to be withheld from the Officer's wages (within the meaning of Section 3121 and 3402 of the Code) with respect to the "excess parachute payment" and any such tax or taxes paid by the Company or the Bank to the Internal Revenue Service or state or local taxing authority shall constitute payment to the Officer.

(v) If the Excise Tax is finally determined (whether by the filing of an amended tax return by the Officer by audit of the Internal Revenue Service or other taxing authority, or by a final determination of a court of competent jurisdiction) to be less than the amount paid to or on behalf of the Officer under the provisions of Sections 11(h)(i)-(iv) and the overpayment is refunded to the Officer, the Officer shall repay to the Bank, promptly following the receipt of the refund, the portion of the Gross Up Payment (and/or Subsequent Gross Up Payment) attributable to such reduction of the Excise Tax (plus the portion attributable to federal, state and local income tax and employment taxes imposed on the portion being repaid by the Officer but only to the extent that the repayment may result in a tax benefit to the Officer under
Section 1341 of the Code and similar provisions of applicable state and local law).

(vi) The provisions of this Section 11(h) shall inure to the benefit of the Officer during the Term of this Agreement regardless of whether or not the Officer's employment is

terminated, and if the Officer's employment is terminated, the rights and obligations of the Officer and the Bank under this Section 11(h) shall survive the termination of this Agreement.

12. Post-Termination Obligations of the Officer. (a) Upon any termination of the Officer's employment during the Term of this Agreement or upon termination of the Officer's employment after the expiration of the Term of this Agreement or upon retirement, the Officer agrees (i) not to make any disclosure in violation of Section 12(b), (ii) to return to the Bank all material documents relating to the business of the Bank that are in the Officer's possession or under the Officer's control, and (iii) except if the termination or retirement occurs after a Change in Control, not to solicit (directly or indirectly), for one year following the Effective Date of Termination (or date of termination after the expiration of the Term) or retirement, the employment of any person who is an employee of the Bank on the Effective Date of Termination (or date of termination after the expiration of the Term) or retirement or who, within six months prior to the Effective Date of Termination (or date of termination after the expiration of the Term) or retirement, was an employee of the Bank, unless the Officer receives written permission from the Bank to engage in the activities proscribed by this Section 12(a) or by Section 12(b) or to be relieved of any obligation under Section 12(a)(ii).

(b) The Officer recognizes and acknowledges that the confidential business activities and plans for business activities of the Bank and its subsidiaries and affiliates, as they may exist from time to time, are valuable, special and unique assets of the Bank. The Officer shall not, during or at any time after the Officer's employment, disclose any knowledge of the past, present or planned business activities of the Bank or its subsidiaries or affiliates that are of a confidential nature (collectively, the "Bank's Confidential Activities") to any person, firm, corporation, bank, thrift institution or other entity for any reason or purposes whatsoever. Notwithstanding anything in this Section 12(b) to the contrary, the Officer (i) may disclose any knowledge of banking, financial and/or economic principles, concepts or ideas that are not derived from the Bank's Confidential Activities, and (ii) shall not be precluded from disclosures respecting the Bank's Confidential Activities that are (A) made pursuant to compulsory legal process or when required by an appropriate governmental agency; (B) public knowledge or become public without the Officer's breach of this Section 12(b); (C) already known to the party to whom the Officer makes such disclosures; or (D) approved by the Bank for disclosure.

(c) The parties, recognizing that irreparable injury will result to the Bank, its business and property in the event of the Officer's breach or threatened breach of Section 12(a) or (b), agree that in the event of such breach or threatened breach by the Officer, the Bank will be entitled, in addition to any other remedies and damages that may be available, to seek and obtain an injunction to restrain the violation of Section 12(a) or (b) by the Officer.

13. Notices. All notices under this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, (a) to the Bank, at its address set forth above (to the attention of its Chief Executive Officer), and (b) to the

Officer, at the Officer's residence address as appearing in the records of the Bank, or to such other address as either party may hereafter designate in writing in the manner provided in this Section 13. All notices under this Agreement shall be deemed given (i) upon receipt if delivered personally or (ii) two days after deposit in a facility of the U.S. Postal Service with postage prepaid. As used in this Agreement, the term "Effective Date of Termination" shall mean (A) the date specified in a notice hereunder on which such Officer's employment is to terminate, provided, however, that no such notice shall specify an Effective Date of Termination that is prior to the date on which any such notice is given or (B) for purposes of Section 11 only, the date on which the Term is to expire as a result of a notice of non-renewal given by the Bank to the Officer pursuant to Section 2 of this Agreement.

14. Complete Understanding. On and after the date as of which this Agreement is effective, this Agreement, together with the Agreement Regarding Initial Employment Terms dated June 11, 1996 ("Initial Agreement") attached hereto as Exhibit A, constitute the complete understanding between the parties with respect to the subject matter hereof and thereof and merge and supersede all prior oral and written agreements and understandings and all contemporaneous oral agreements and understandings with respect to the subject matter hereof and thereof, including without limitation any other employment agreement heretofore executed by the Officer and the Bank or any of its subsidiaries or affiliates; provided that all references in the Initial Agreement to your prior Employment Agreement with the Bank, dated as of June 11, 1996, shall be deemed, on and after the date as of which this Agreement is effective, to constitute references to this Agreement. In the event of any conflict between the express provisions of this Agreement and the Initial Agreement, the express provisions of this Agreement shall be controlling. This

Agreement may not be amended, terminated or rescinded except in a writing signed by the party to be charged.

15. No Duty to Mitigate. Except as otherwise expressly provided herein, if the Officer shall continue to receive compensation or benefits or severance pay pursuant to this Agreement after its termination, (a) the Officer shall have no duty to mitigate such payments by seeking or obtaining other employment or otherwise, and (b) in the event the Officer does obtain other employment, such payments from the Bank shall not be reduced by compensation received from such other employment.

16. No Waiver. The failure of either party at any time to require performance by the other party of a provision of this Agreement or to resort to a remedy at law or in equity or otherwise shall in no way affect the right of such party to require full performance or to resort to such remedy at any time thereafter nor shall a waiver by either party of the breach of any provision of this Agreement be taken or held to be a waiver of any subsequent breach of such provision unless expressly so stated in writing. No waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party to be charged.

17. Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to conflict of laws principles applied in the State of New York.

18. Headings. The headings to the Sections of this Agreement are for convenience of reference only and shall not be given any effect in the construction or interpretation of this Agreement.

19. Severability. If any provision of this Agreement is held by a court or other authority having competent jurisdiction to be invalid, void or otherwise unenforceable, in whole or in part, by reason of any applicable law, statute or regulation or any interpretation thereof, then (a) the remainder of the provisions of this Agreement shall remain in full force and effect and in no way be affected, impaired or invalidated and (b) the provision so held to be invalid, void or otherwise unenforceable shall be deemed modified in amount, duration, scope or otherwise to the minimum extent necessary so that such provision shall not be invalid, void or otherwise unenforceable by reason of such law, statute, regulation or interpretation and such provision, as so modified, shall remain in full force and effect.

20. Payment of Legal Fees. If, following a Change in Control, any legal action or proceeding is commenced to enforce or interpret the provisions of this Agreement, or to recover damages for its breach, all reasonable legal fees, disbursements and court costs paid or incurred by the Officer arising out of or resulting from such action or proceeding shall be paid or reimbursed to the Officer by the Bank, provided the Officer shall be the prevailing party in such action or proceeding.

21. Assumption by Company. This Agreement shall be assumable by the Company at its election. Following any such election, the obligations of the Bank under this Agreement shall become the obligations of the Company.

22. Taxes. Any payments due to the Officer pursuant to this Agreement shall be reduced by all applicable federal, state, city or other taxes required by law to be withheld with respect to such payments.

23. Limitation on Payments. Any payments made to the Officer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 USC Section 1828(k) and any regulations promulgated thereunder.

THE DIME SAVINGS BANK OF NEW YORK, FSB

By: ______________________________________
Lawrence J. Toal
Chief Executive Officer

Dated: ___________________ ______________________________________ Peyton R. Patterson

Exhibit 10.11

[Dime Letterhead]

June 11, 1996

Ms. Peyton R. Patterson
300 East 59th Street, Apt. 3202
New York, New York 10022

Re: Agreement Regarding Initial Employment Terms

Dear Peyton:

As we discussed, this Letter Agreement is intended to detail several elements of your initial compensation arrangements with The Dime Savings Bank of New York, FSB (the "Bank"). To the extent, however, that it describes benefits requiring the approval of the Compensation Committee or the Board of Directors of the Bank or of Dime Bancorp, Inc. (the "Company"), it is subject to that approval, and to changes that may be determined by such Committee(s) or such Board(s) from time to time, and participation in the various plans described will be pursuant to the terms of those plans, as they may be revised (and subject to their termination) from time to time by the Bank or the Company. The benefits described herein are also subject to other limitations described in further detail below.

1. Annual Incentive Opportunity: You will be eligible to participate in the Bank's Officer Incentive Compensation Plan during 1996, with a target incentive opportunity based on 50% of the base salary you earn in 1996, and a minimum incentive payment amount of $75,000. You will have an opportunity to earn up to 150% of your target incentive based on extraordinary performance, with the final determination of the incentive to be paid to you in the discretion of the Bank's Board of Directors. For 1997, your target incentive opportunity will be equal to 50% of your base target annualized salary, with the opportunity to earn up to 150% of your target incentive.

2. Long-Term Incentive Opportunity. To the extent approved from time to time by the Compensation Committee of the Bank or the Company, you will be eligible to participate in the Dime Bancorp, Inc. Senior Management Incentive Plan, with a long-term incentive equal in value (as determined by the Bank) to 60% of your base target annualized salary.

3. Key Executive Life Insurance. To the extent approved by the Compensation Committee of the Bank or the Company, you will be eligible to participate in the Bank's Key Executive Life Insurance/Death Benefit Plan.

4. Deferred Compensation Plan. To the extent approved by the Compensation Committee of the Bank or the Company, you will be eligible to participate in the Dime Bancorp, Inc. Voluntary Deferred Compensation Plan.

5. Automobile Allowance. For purposes of enabling you to travel to and from the Bank's offices in Islandia, New York and elsewhere for business purposes, the Bank is currently providing you with the use of a Bank-owned automobile, and will reimburse you for all costs, including tolls and gasoline, incurred in connection with the business operation of the vehicle, subject to the Bank's policies, as in effect from time to time, concerning personal use of the automobile. Subsequent to the expiration of the lease of the vehicle currently being provided to you, you will continue to be entitled to the use of a Bank-owned automobile, or an allowance in lieu thereof, commensurate with that being provided under the Bank's then-effective policies to officers of the Bank of comparable rank and responsibility.

6. Advance Vacation. For 1996, you will be entitled to ten days' vacation, which may be taken at any time during the year, notwithstanding that under the Dime's current vacation policy such ten days would otherwise not accrue until after six full months of service.

Notwithstanding the foregoing, if any statue, regulation, order, agreement or regulatory interpretation thereof that is valid and binding upon the Bank, including, without limitation, 12 USC Section1828(k) and regulations thereunder (each a "Regulatory Restriction") restricts, prohibits or limits the amount of any payment or the provision of any benefit that the Bank would otherwise be liable for pursuant to this Letter Agreement, then the amount that the Bank will pay to you will not exceed the maximum amount permissible under such Regulatory Restriction; provided, that if such Regulatory Restriction shall subsequently be rescinded, superceded, amended or otherwise determined not to restrict, limit or prohibit payment by the Bank of amounts otherwise due you hereunder, the Bank shall promptly thereafter pay to you any amounts (or the value of any benefit) previously withheld from you as a result of such Regulatory Restriction. The provisions and limitations set forth in Section 10 of your Employment Agreement with the Bank dated as of June 11, 1996 (the "Employment Agreement"), to the extent required by law, are hereby incorporated by reference herein. Further, if any amount otherwise payable hereunder would be deemed to constitute a parachute payment (a "Parachute Payment") within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and if any such Parachute Payment, when added to any other payments which are deemed to constitute Parachute Payments, would otherwise result in the imposition of an excise tax under Section 4999 of the Code, the amounts payable hereunder shall be reduced by the smallest amount necessary to avoid the imposition of such excise tax. Any such limitation shall be applied in a manner that considers the benefits that are to be paid pursuant to the Employment Agreement with the Bank or otherwise, and such limitation shall be applied to such compensation and benefit amounts, and in such order, as the Bank shall determine in its sole

discretion. References to the Code hereunder shall be to the Code as presently in effect or to the corresponding provisions of any succeeding law.

This Letter Agreement is intended solely to detail certain of your initial compensation arrangements with the Bank. Nothing in this Letter Agreement (a) confers upon you the right to continue in the employment of the Bank or the right to hold any particular office or position with the Bank, (b) requires the Bank to pay you, or entitles you to receive, any specified annual salary or interferes with or restricts in any way the right of the Bank to decrease your annual salary at any time, (c) requires the Bank to continue to provide any of the benefit plans or arrangements described above, or (d) interferes with or restricts in any way the right of the Bank to terminate your employment at any time, with or without cause. In the event of any conflict between the express provisions of this Letter Agreement and the Employment Agreement (other than the first sentence of Section 14 of the Employment Agreement, which shall not apply to this Letter Agreement), the express provisions of the Employment Agreement shall be controlling.

Any payments due you hereunder shall be reduced by all applicable withholding and other taxes.

This Letter Agreement shall be governed by the laws of the State of New York, without regard to conflict of laws principles applied in the State of New York. If any provision of this Letter Agreement is held by a court or other authority having competent jurisdiction to be invalid, void or otherwise unenforceable, in whole or in part, by reason of any applicable law, statute or regulation or any interpretation thereof, then the remainder of the provision of this Letter Agreement shall remain in full force and effect and in no way affected, impaired or invalidated. This Agreement may be assumed by the Company at its election. Following any such election, the obligations of the Bank under this Agreement shall become the obligations of the Company. Except as otherwise provided above, this Letter Agreement may only be amended in writing signed by both parties hereto.

Please indicate your acceptance to the terms of this Letter Agreement by signing below.

Very truly yours,

THE DIME SAVINGS BANK OF NEW YORK, FSB

By:____________________________________

AGREED AND ACCEPTED

EXHIBIT 10.30

KEY EXECUTIVE LIFE INSURANCE/DEATH BENEFIT
PLAN OF THE DIME SAVINGS BANK OF NEW YORK, FSB
As Amended and Restated Effective as of April 1, 1999

ARTICLE I

Definitions

The following terms whenever used in the Plan shall have the meanings set forth in this Article I.

1.1 "Annual Compensation" means the Participant's base salary plus target incentive compensation.

1.2 "Bank" means The Dime Savings Bank of New York, FSB, and any successor corporation. In the case of any reference to a person's employment with or status as an executive of the Bank, the term "Bank" shall include Dime Bancorp, Inc., The Dime Savings Bank of New York, FSB and wholly-owned subsidiaries of either of them.

1.3 "Beneficiary" means the Participant's beneficiary under the Plan, as designated in writing to the Committee by the Participant. A Participant may change his/her designated Beneficiary from time to time by written notice to the Committee. If a Participant fails to designate a beneficiary in writing to the Committee, "Beneficiary" shall mean (i) the beneficiary designated by the Participant under the Retirement Plan, or (ii) if no beneficiary has been designated under the Retirement Plan, the Participant's estate.

1.4 "Carrier" means the insurance company or companies selected by the Bank to provide the life insurance policies under this Plan.

1.5 "Committee" means the committee consisting of at least three persons, who need not be members of the Board of Directors of the Bank, appointed by such Board of Directors to administer the Plan.

1.6 "Compensation Committee" means the Compensation Committee of the Board of Directors of the Bank.

1.7 "Flex Plan" means the Flexible Benefits Program of the Bank as in effect from time to time.

1.8 "Life Insurance Trust" means an irrevocable trust to which a Participant has transferred his or her actual and prospective incidents of ownership in the life insurance benefits provided under this Plan.

1.9 "Participant" means an eligible executive who has elected to participate in this Plan and whose participation has not been terminated.

1.10 "Participant Premium" means the portion of the insurance premium for the life insurance benefit payable by the Participant or his/her surviving spouse (or, as appropriate, by a transferee of the incidents of ownership with respect to the life insurance coverage hereunder) as a condition of participation in the Plan.

1.11 "Plan" means the Key Executive Life Insurance/Death Benefit Plan of The Dime Savings Bank of New York, FSB, as initially effective as of January 1, 1988, and as amended from time to time.

1.12 "Retirement" means (i) the date of the Participant's termination of service with the Bank after his or her Early Retirement Age (as defined in the Retirement Plan) or otherwise on or after both attaining age 55 and after completing a Period of Service (as defined in the Retirement Plan) of at least 5 years, whether or not otherwise eligible for early or normal retirement under the Retirement Plan, and
(ii) for Participants whose termination of service is not described in clause (i) above, the later of the date of the Participant's termination of service with the Bank or the attaining of age 65.

1.13 "Retirement Plan" means the qualified defined benefit plan of the Bank as in effect from time to time.

1.14 "Single Life Coverage" means a life insurance or death benefit payable upon the death of the Participant.

1.15 "Survivor Joint Life Coverage" means a life insurance or death benefit payable upon the death of the last survivor of the Participant and his/her spouse.

1.16 "Tier" means Tier 0, Tier I, Tier II, Tier III or Tier IV, to which an executive is classified based on the Bank's system of classifying executives.

ARTICLE II

Purpose

The purpose of the Plan is to enable the Bank to provide life insurance and death benefits to its key executives in a cost effective manner.

ARTICLE III

Participation

3.1 Eligibility. Subject to Section 3.2, any person who is an executive of the Bank in Tiers I, II, III, or IV, as of December 1, 1987 may become a Participant in the Plan by making the election to participate described in Section 3.3(a). In addition, subject to
Section 3.2, any person who becomes an executive of the Bank after December 1, 1987 who is otherwise designated by the Compensation Committee may become a Participant in the Plan by making the election to participate described in Section 3.3(a).

3.2 Insurability

(a) If the Carrier determines that an executive is not insurable, the executive shall not be eligible to participate in the Plan. If the Carrier determines that the executive and his/her spouse are not insurable, the executive shall not be entitled to elect Survivor Joint Life Coverage.

(b) If the Carrier determines that an executive or his/her spouse is insurable but is subject to a substandard rating, the Bank, in its sole discretion, may (i) prohibit the executive from participating in the Plan (if the executive is subject to the substandard rating) or from electing Survivor Joint Life Coverage (if the executive's spouse is subject to the substandard rating); (ii) require the executive (and/or his/her surviving spouse, in the case of Survivor Joint Life Coverage) to pay, in addition to the Participant Premiums required by

Section 4.2, all or part of the Bank's increased cost of providing the coverage as a result of the substandard rating; (iii) reduce the benefits otherwise payable to the Beneficiary to reflect the substandard rating; or (iv) some combination of the foregoing.

3.3 Election to Participate.

(a) An executive's election to participate in the Plan shall be effective only if the election (i) is made in writing on or prior to January 15, 1988 if the executive was eligible to participate as of that date, or within such period, if any, as determined by the Committee, of initial eligibility if the executive was first chosen by the Committee to be eligible to participate in the Plan after January 15, 1988, (ii) specifies the amount of Single Life Coverage (expressed as a percentage of Annual Compensation), which the executive elects to receive (within the limits permitted by Section 3.4) based on the executive's Tier as of October 1, 1987 if the executive was first eligible to participate in the Plan on or before January 15, 1988, or as of the date of initial eligibility if first chosen by the Committee to be eligible to participate after January 15, 1988, and, (iii) contains such additional information and agreements as the Committee may request. An election to participate in the Plan shall be deemed an authorization by the executive of payroll deductions to pay the Participant Premiums described in Section 4.2.

(b) Any executive who has elected to participate in the Plan pursuant to Section 3.3(a) may, at any time prior to December 31, 1988 if the executive was first eligible to participate in the Plan on or before January 15, 1988, or at any time prior to the first anniversary of his/her eligibility to participate in the Plan if first chosen by the Committee to be eligible to participate after January 15, 1988, and subject to Section 3.2, direct that a portion of his/her Single Life Coverage elected pursuant to Section 3.3(a) (expressed as a percentage of Annual Compensation) be converted to an equivalent amount of Survivor Joint Life Coverage (determined pursuant to Section 3.4(b)).

3.4 Amount of Coverage.

(a) Single Life. A Participant may elect to receive Single Life Coverage in an amount not to exceed the following:

                                                       Maximum
Participant's Tier         Participant's Tier          Single Life
1/1/88 - 12/31/89          1/1/90 and after            Coverage
---------------------      -------------------         --------
I and II                   0 and I                     6 times Annual
                                                         Compensation
III                        I and III                   3 times Annual
                                                         Compensation
IV                         IV                          1.5 times Annual
                                                         Compensation

The first $50,000 of Single Life Coverage elected by a Participant shall be provided by the Bank under the Flex Plan rather than under this Plan prior to the Participant's Retirement, but shall be provided as a benefit under this Plan after the Participant's Retirement.

(b) Survivor Joint Life. A Participant who so elects shall receive $1.67 of Survivor Joint Life Coverage in lieu of each $1.00 of Single Life Coverage for which the Participant is eligible; provided, however, that if the Participant's spouse is more than five years older than the Participant, the amount of Survivor Joint Life Coverage per $1.00 of Single Life Coverage shall be reduced to an amount whose cost to the Bank (as determined by the Bank) is equal to the cost of $1.67 of Survivor Joint Life Coverage for a Participant whose spouse is five years older than the Participant.

3.5 Automatic Increases in Coverage.

(a) Increases in Annual Compensation. Each January 1 after the effective date of the Plan, the amount of coverage to which a Participant is entitled shall be (subject to Section 3.5(c)) automatically increased by applying the percentage of Annual Compensation initially elected by the Participant to his/her Annual Compensation (on an annualized basis) in effect the preceding October 1.

(b) Change of Tier. A Participant who has elected the maximum coverage for which he/she is eligible and who is promoted to a higher Tier as of any October 1 shall (subject to Section 3.5(c)) have such coverage automatically increased as of the following

January 1 to the maximum coverage available for such higher Tier. A Participant who elected less than the maximum coverage available for his/her Tier shall not have his/her coverage automatically adjusted for a change in Tier, but shall (subject to Section 3.5(c)) have the right to elect, by written notice to the Committee prior to the first December 31 that is at least 31 days after such Tier change, that his/her coverage be increased as of the January 1 following such December 31, based on his/her Tier the preceding October 1. The coverage of a Participant described in the preceding sentence (expressed as a percentage of the maximum available coverage for his/her new Tier) shall in no event exceed the percentage of the maximum available coverage (for the Participant's prior Tier) in effect for the Participant immediately prior to his/her promotion.

(c) Any increase in the amount of a Participant's coverage upon a change of Annual Compensation or Tier shall be subject to insurability of the Participant and his/her spouse as provided in
Section 3.2 unless the insurance coverage being maintained for the Participant by the Bank is sufficient to provide such increased coverage.

(d) A Participant's insurance coverage shall not change upon a reduction of the Participant's Annual Compensation or Tier classification unless the Participant elects such reduction.

3.6 Amendment of Election to Participate.

(a) A Participant may not amend, cancel or otherwise modify his/her election to participate except in the following circumstances:

(i) A Participant may at any time reduce his/her aggregate amount of coverage, or refuse any automatic increase in such coverage. Such reduction shall take effect as soon as practicable following receipt by the Committee of a written request for such reduction.

(ii) Upon a change in the marital status of a Participant, the Participant may, subject to
Section 3.2, reallocate his/her total coverage then in effect

(expressed as a percentage of Annual Compensation) between Single Life Coverage and Survivor Joint Life Coverage.

3.7 Election by Surviving Spouse. Upon the death, prior to his/her Retirement, of a Participant who has elected Survivor Joint Life Coverage, the Participant's surviving spouse shall have the right to elect (within such time period as the Committee may provide) one of the following options:

(a) Option A: To continue the Survivor Joint Life Coverage as a life insurance benefit until the spouse attains age 65, at which time it shall convert to a death benefit. A spouse choosing this option shall be required to pay Participant Premiums as provided in
Section 4.2(b) until he/she attains age 65; or

(b) Option B: To have the Survivor Joint Life Coverage convert to a death benefit pursuant to Section 5.3 immediately upon the death of the Participant, in which case the spouse shall not be required to pay Participant Premiums.

3.8 Failure to Participate. No compensation or benefits in lieu of this Plan shall be paid to an executive who elects not to participate in the Plan.

ARTICLE IV

Contributions

4.1 Bank Payments.

(a) With respect to a Participant who has elected Single Life Coverage, the Bank shall pay to the Carrier each year the amount necessary to maintain in effect a life insurance policy on the life of the Participant in an amount not less than the amount sufficient to provide the life insurance coverage elected by the Participant; provided that after the Retirement of a Participant the Bank shall only be required to maintain in effect sufficient life insurance to provide the life insurance benefit available to the Participant pursuant to Section 5.4.

(b) In the case of a Participant who has elected Survivor Joint Life Coverage, the Bank shall pay to the Carrier each year the amount necessary to maintain in effect a life

insurance policy on the Participant and his/her spouse in an amount not less than the amount sufficient to provide the insurance coverage elected by the Participant. Such policy shall be maintained until whichever of the following applies:

(i) If the spouse pre-deceases the Participant, the policy shall be maintained until the Participant's Retirement and, after the date of the Participant's Retirement, the Bank shall only be required to maintain in effect sufficient life insurance to provide the life insurance available to the Participant pursuant to Section 5.4.

(ii) If the Participant's pre-deceases the spouse and the spouse has elected Option A pursuant to
Section 3.7, the policy shall be maintained until the spouse attains age 65.

(iii) If the Participant pre-deceases the spouse and the spouse has elected Option B pursuant to
Section 3.7, the policy shall be maintained until the Participant's death.

Following the occurrence of whichever of the foregoing events applies, the Bank, in its sole discretion, may (but is not required to) maintain in effect the life insurance policies described in this
Section 4.1(c).

(c) The Bank's obligation to provide the death benefits referred to in Section 5.3 shall continue (to the extent that they apply, and are not the subject of an election to receive life insurance benefits in lieu thereof) regardless of whether any life insurance policy is maintained on a Participant or spouse.

(d) Notwithstanding the foregoing provisions of this
Section 4.1, the Bank shall not be required to maintain any insurance policy with respect to a Participant whose participation in the Plan has terminated.

4.2 Participant Premiums.

(a) Prior to the Participant's Retirement, each Participant shall reimburse the Bank for Participant Premiums paid by the Bank on his/her behalf, in an amount equal to the

"P.S. 58 alternative rates," as determined by the Carrier from time to time, for the amount and form of insurance coverage elected by the Participant (in excess of the first $50,000 of Single Life Coverage); provided, however, that following the death of his/her spouse, a Participant who has elected Survivor Joint Life Coverage shall reimburse the Bank based on the "P.S. 58 alternative rates" for Single Life Coverage as determined by the Carrier from time to time. If the Participant is an employee of the Bank, such payment shall be made by payroll deductions pro rata over the portion of the calendar year in which the Participant participates in the Plan, as determined by the Committee. Upon a Participant's termination of employment with the Bank, the Participant shall pay the balance of the Participant Premium for that calendar year within 60 days of termination of employment. Thereafter, the Participant shall pay to the Bank the annual Participant Premium for each year in advance, not later than January 31 of that year. A Participant's (or spouse's) failure to pay Participant Premiums as provided in this Section 4.2(a) or Section 4.2(b) shall result in a termination of his/her participation in the Plan. Notwithstanding the foregoing, where a Participant has transferred his or her incidents of ownership in life insurance coverage provided hereunder, the premium obligation shall be an obligation of the transferee (e.g. the Life Insurance Trust), which shall be responsible for remitting the Participant Premiums (or arranging for their payment) so that they are paid at the times set forth above.

(b) Upon the death of a Participant who has elected Survivor Joint Life Coverage, if the Participant's surviving spouse has elected Option A pursuant to Section 3.7, such spouse shall reimburse the Bank for Participant Premiums in an amount equal to the "P.S. 58 alternative rates" for Single Life Coverage, as determined by the Carrier from time to time until such spouse attains age 65. Such payment shall be made at the times set forth in Section 4.2(a) with respect to a Participant who has terminated employment with the Bank.

(c) Upon the death of a Participant who has elected Survivor Joint Life Coverage, if the Participant's surviving spouse has elected Option B pursuant to Section 3.7, such

spouse shall not be required to pay any Participant Premiums, and shall maintain coverage under the Plan pursuant to Section 5.3(b).

ARTICLE V

Benefits

5.1 Prior to Death. No benefits shall be payable to a Participant or Beneficiary under this Plan prior to the death of the Participant.

5.2 Standard Life Insurance Benefits.

(a) With respect to a Participant who has elected Single Life Coverage, upon the Participant's death prior to his/her Retirement, the Participant's Beneficiary shall receive life insurance proceeds in an amount equal to the amount of Single Life Coverage elected by the Participant.

(b) With respect to a Participant who has elected Survivor Joint Life Coverage, upon (i) the death of the Participant prior to his/her Retirement but after the death of his/her spouse, or (ii) the death of a Participant's surviving spouse who has elected Option A pursuant to Section 3.7, the Participant's Beneficiary shall receive life insurance proceeds, if any, in an amount equal to the amount of Survivor Joint Life Coverage elected by the Participant.

5.3 Death Benefits.

(a) Upon the death, after his/her Retirement, of a Participant who has elected Single Life Coverage, unless a valid election is in effect for the life insurance benefits described in
Section 5.4, the Participant's Beneficiary shall receive a death benefit payable by the Bank in an amount equal to (i) the amount of Single Life Coverage in effect for the Participant at the time of his/her Retirement, if the Participant was in Tier 0 or I (Tiers I or II prior to January 1, 1990) on the October 1 before his/her Retirement (or if the Participant, while participating, had been in such Tier, but had not elected to reduce the level of his/her life insurance coverage pursuant to Section 3.2(d) upon any prior Tier reduction), or (ii) 67% of the amount of such coverage if the Participant was in Tier II, III or IV (Tier III or IV prior to January 1, 1990) on the October 1

before his/her Retirement (except as otherwise provided in clause (i) above), in each case to the extent such benefit has vested pursuant to Article VI.

(b) With respect to a Participant who has elected Survivor Joint Life Coverage, upon (i) the death of the Participant after his/her Retirement and after the death of his/her spouse (unless a valid election is in effect for the life insurance benefits described in Section 5.4), (ii) the death of a Participant's surviving spouse who has elected Option A pursuant to Section 3.7 after such spouse has attained age 65, or (iii) the death (at any age) of a Participant's surviving spouse who has elected Option B pursuant to Section 3.7, the Participant's Beneficiary shall receive a death benefit payable by the Bank in an amount equal to (i) the amount of Survivor Joint Life Coverage in effect for the Participant at the earlier of the time of his/her Retirement or death, if the Participant was in Tier 0 or I (Tiers I or II prior to January 1, 1990) on the October 1 before such Retirement or death (or if the Participant, while participating, had been in such Tier, but had not elected to reduce the level of his/her life insurance coverage pursuant to Section 3.2(d) upon any prior Tier reduction), or (ii) 67% of the amount of such coverage if the Participant was in Tier II, III or IV (Tiers III or IV prior to January 1, 1990) on the October 1 before such Retirement or death (except as otherwise provided in clause (i) above), in each case to the extent such benefit has vested pursuant to Article VI.

(c) Notwithstanding Sections 5.3(a) and (b):

(i) The net death benefit paid with respect to a Participant, after payment of federal and state income tax at the maximum rates in effect for 1988, shall in no event be less than the post-retirement life insurance benefit which would have been paid with respect to the Participant under the Flex Plan (as in effect on December 31, 1987) on the date of his/her death based on his/her Annual Compensation and elected Flex Plan coverage as of December 31, 1987; and

(ii) No death benefit shall be payable with respect to a Participant unless all Participant Premiums required by
Section 4.2 with respect to such Participant have been paid.

5.4 Election for Post-Retirement Life Insurance Benefits. A Participant may elect that, in lieu of the death benefits payable upon the death of a Participant after his/her Retirement pursuant to Sections 5.3(a) and (b), the Participant's Beneficiary shall instead receive life insurance proceeds in an amount equal to 60% of the amount that would otherwise be payable as a vested death benefit under
Section 5.3(a) or (b) (as applicable). Any such elections may only be made in accordance with the following provisions, and the life insurance coverage shall be accompanied by such responsibilities as are set forth in the following provisions:

(a) The election to provide a life insurance benefit, rather than a Bank-paid death benefit must be made (and not revoked) prior to the Participant's Retirement Date (to be effective upon the Participant's Retirement Date), or if made or received by the Committee after the Participant's Retirement Date shall only be effective on the January 1 following the date the election is received by the Committee; provided that with respect to any Participant whose Retirement Date occurred before June 1, 1999, an election to provide a life insurance benefit rather than a Bank-paid death benefit will be effective as of the date it is received by the Committee if it is so received on or prior to June 30, 1999.

(b) Any election under this Section 5.4 shall be in writing, in a form acceptable to the Committee.

(c) An election to provide a life insurance benefit, rather than a Bank-paid death benefit, that is effective at such time that the incidents of ownership of the Participant's life insurance benefits or death benefits are held by a transferee (such as a Life Insurance Trust) may not be subsequently changed. An election pursuant to this Section 5.4 may otherwise be revoked in writing before it becomes effective, and if a Participant has not transferred the incidents of ownership of the Participant's life insurance benefits or death benefits to a transferee (such as a Life Insurance Trust), the Participant may elect in writing in advance that, as of any subsequent

January 1, a death benefit pursuant to Section 5.3 be payable upon the death of the Participant, rather than the life insurance benefit previously elected in accordance with this Section. Such a Participant may in later years (effective as of January 1 by advance written election) elect that a life insurance benefit pursuant to this Section 5.4 again be paid in lieu of a death benefit pursuant to Section 5.3, provided, however, that no election pursuant to this sentence may be made if the Participant has not been covered by a life insurance benefit hereunder for a period of three or more consecutive years prior to the date such election is to be effective.

(d) During the period that an election for life insurance benefit coverage is in effect, the Participant shall be responsible for the taxes on any imputed income in connection with such coverage (and, to the extent the incidents of ownership of the Participant's life insurance benefits have been transferred to a transferee (such as a Life Insurance Trust), for any gift taxes related to the value of such coverage). The Participant shall be responsible to pay to the Bank in advance of their due date, any amounts required with respect to tax withholding obligations related to such taxes, provided that notice of such payment obligation is provided at least 30 days in advance by the Bank to the Participant or applicable transferee; if notice is not provided more than 30 days in advance of such due date, payment must be made within 30 days after notice is provided. If any payments of amounts required in connection with tax withholding on imputed income are not timely made to the Bank, participation by the Participant (and, as applicable, any transferee of the incidents of ownership of the Participant's life insurance benefits) in the Plan shall cease, and no benefit shall be payable to the Participant's Beneficiary upon the Participant's death.

5.5 Limitation on Benefits. Notwithstanding the provisions of Sections 5.2, 5.3 and 5.4, no benefits (other than the first $50,000 of Single Life Coverage to the extent such coverage is provided as a life insurance benefit) shall be payable under this Plan with respect to a Participant (i) if the Participant dies by suicide within the first two years that a life insurance policy is in effect with respect to such Participant, or (ii) if the carrier properly denies a claim with respect to the Participant during the two-year "contestable period" of a policy.

ARTICLE VI

Vesting

6.1 A Participant shall be 100% vested in his or her death benefits (pursuant to Section 5.3) upon the Participant's termination of service described in clause (i) of the definition of Retirement. In addition, a Participant in Tier 0, I or II at the time of a Change in Control (as defined in Section 9.8) shall be 100% vested in his or her death benefits (pursuant to Section 5.3) upon the occurrence of such Change in Control, provided that in the case of a Change in Control of the type described in clause (v) of Section 9.8, such Change in Control shall result in full vesting only if (A) the Participant's employment is terminated by his or her employer (other than for "cause" (as defined below)) or (B) the Participant terminates his or her employment with Dime Bancorp, Inc. (the "Company") and its subsidiaries after the Participant's employer either (I) makes a material change in the Participant's functions, duties or responsibilities, which change would cause the Participant's position with his or her employer to become one of lesser responsibility, importance or scope from that in effect immediately prior to the occurrence of such Change in Control or (II) reduces the Participant's annual salary to a level below that in effect immediately prior to the Change in Control, provided, further, that in case of subclauses (A) and (B), such termination of employment occurs after the occurrence of the Change in Control described in clause (v) of Section 9.8, but during the remaining term of the applicable employment or change in control agreement between the Participant and the Company or any of its subsidiaries in effect at the time of the occurrence of such Change in Control (or, if greater, or if there is no such agreement, within one year after the occurrence of such Change in Control), and otherwise on or before the earlier of the Abandonment Date (as defined below) or the date the transaction contemplated by any event described in clause (v) of Section 9.8 is consummated. As used in this Section 6.1, the term "Abandonment Date" shall mean the date on which (A) an Acquisition Agreement, Asset Sale Agreement or Plan of Liquidation (as such terms are defined in Section 9.8) is terminated (pursuant to its terms or otherwise) without having been

consummated, (B) the parties to an Acquisition Agreement or Asset Sale Agreement abandon the transactions contemplated thereby, (C) the Bank or the Company abandons a Plan of Liquidation or (D) a court or regulatory body having competent jurisdiction enjoins or issues a cease and desist or stop order with respect to or otherwise prevents the consummation of, or a regulatory body notifies the Bank or the Company that it will not approve, an Acquisition Agreement, Asset Sale Agreement or Plan of Liquidation or the transactions contemplated thereby and such injunction, order or notice has become final and not subject to appeal. Notwithstanding anything in the Plan to the contrary, a Participant may, in his or her discretion, waive all or part of the additional vesting in his or her death benefits that results following the occurrence of a Change in Control, as provided in this Section 6.1. For purposes of the Plan, "cause" shall mean (except as otherwise provided in a Participant's employment or change in control agreement with the Company or any of its subsidiaries, which definition of "cause" shall then apply), the Participant's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform assigned duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order. If the Participant terminates employment with the Bank where his termination of employment does not satisfy the provisions of clause (i) of the definition of Retirement, and except as otherwise provided in the second sentence of this Section 6.1, the Participant's death benefit shall vest in accordance with the following vesting schedule:

Years of Participation in the                                           Vesting
Plan While Employed by the Bank                                         Percentage
----------------------------------------------------------------------------------

0-5 years                                                                   0%

at least 5 but less than 6 years                                           50%

at least 6 but less than 7 years                                           60%

at least 7 but less than 8 years                                           70%

at least 8 but less than 9 years                                           80%

at least 9 but less than 10 years                                          90%

10 or more years                                                             100%

Notwithstanding anything in this Plan to the contrary, on and after a Change in Control (as defined in Section 9.8), a Participant's vested percentage in the death benefits that he or she has elected as of the date of the Change in Control shall be determined based on vesting provisions that are no more restrictive than the vesting provisions in effect under the Plan immediately prior to the Change in Control.

ARTICLE VII

Amendment and Termination

7.1 Termination by Participant. A Participant's participation in the Plan shall terminate if the Participant (or his/her surviving spouse in the case of Survivor Joint Life Coverage) elects to reduce coverage to zero or if the Participant or any responsible transferee fails to pay the required amount of Participant Premiums or amounts required in connection with imputed income when due. No benefits under the Plan shall be paid with respect to any Participant or surviving spouse whose participation in the Plan is terminated.

7.2 Amendment or Termination by the Bank.

(a) The Board of Directors of the Bank shall have the right to amend the Plan from time to time and to terminate the Plan at any time; provided, however, that no such act shall decrease the dollar amount of benefits payable with respect to a Participant from the amount which would have been payable had the Participant died immediately prior to such amendment or termination (without regard to the tax treatment of such benefit). Without limiting the generality of the foregoing and subject to the proviso in the preceding sentence, the Bank shall have the right to change insurance carriers or to change the form of benefit from life insurance to an equal amount of death benefit and vice versa; provided that Participants and their spouses shall not be required to pay Participant Premiums for benefits not to be provided as a life

insurance benefit. In the event of termination of the Plan, benefits shall be paid at the time or times they would have been paid had the Plan not been terminated.

(b) Notwithstanding the provisions of Section 7.2(a), in the event the Board of Directors of the Bank determines that one or more of the following has occurred: (i) there has been a significant change in the tax treatment of corporate owned life insurance or in the tax treatment to the Bank or Participants of the benefits provided under the Plan from the situation in effect on January 1, 1988, (ii) the effective marginal rate of federal income tax payable by the Bank shall be significantly less than 34%, (iii) the Bank is required by law to extend the benefits of the Plan to a broader category of employees than those in Tiers 0, I, II, III and IV, and (iv) there has been any other material change in circumstance, as determined by the Board of Directors from time to time, that affects the cost or benefit to the Bank of providing benefits under the Plan, the Bank in its sole and absolute discretion, shall have the right to amend or terminate the Plan or to require the Participants to pay all or a portion of the added costs of maintaining the Plan.

(c) Subject to the limitations of Section 7.2(a), the Committee shall have the right to amend the Plan from time to time, provided that no such amendment shall materially increase the cost to the Bank of maintaining the Plan.

ARTICLE VIII

Administration of the Plan

8.1 The Committee. The Committee shall administer the Plan and for purposes of ERISA shall be the "named fiduciary" of the Plan. In connection therewith, the Committee shall have full power and authority, in its discretion, to determine a Beneficiary's entitlement to benefits in accordance with the terms of the Plan (except that entitlement to life insurance benefits shall be determined by the Carrier), to construe and interpret the Plan, to establish rules and regulations, to delegate responsibilities to others to assist it in administering the Plan, to appoint a Plan Administrator who shall have responsibility for the day to day administration of

the Plan, and to perform all other acts it believes reasonable and proper in connection with the administration of the Plan. The Committee shall act by vote of a majority of its members and may also effect such action without a meeting, by written consent of a majority of its members. No member of the Committee may act with respect to any action relating to or affecting that member's own benefit under the Plan.

8.2 Indemnification. To the extent permitted by law, the Bank shall indemnify the members of the Committee and the Plan Administrator from all claims for liability, loss, or damage (including payment of expenses in connection with defense against such claims) arising from any act or failure to act in connection with the Plan.

8.3 Claims Procedure.

(a) Life Insurance Benefits. Any claim relating to life insurance benefits under the Plan shall be filed with the Plan Administrator designated by the Committee, who within 30 days of receipt shall forward the claim to the Carrier for processing in accordance with the Carrier's claims procedure; provided that claims with respect to the availability of elections or their validity under
Section 5.4 and with respect to the payment of Participant Premiums of other payment obligations shall be filed and decided in accordance with Section 8.3(b). The Carrier shall be a "fiduciary" under ERISA for purposes of processing and reviewing any such claims.

(b) Death Benefits. Any claim relating to death benefits or with respect to those items to which this claim procedure otherwise applies shall be filed with the Plan Administrator designated by the Committee. If a claim is denied in whole or in part, the claimant shall be given written notice of such denial, which notice shall specifically set forth (i) the specific reasons for the denial (ii) the pertinent Plan provisions on which the denial was based (iii) any additional material or information necessary for the claimant to perfect his claim and an explanation of why such material or information is needed and (iv) an explanation of the Plan's procedure for review of the denial of the claim. In the event that the claim is not granted and notice of denial of a claim is not furnished by the 90th day after such claim was filed, the

claim shall be deemed to have been denied on that day for the purpose of permitting the claimant to request review of the claim. Any person whose claim for benefits has been denied in whole or in part by the Plan Administrator may request review of the claim by the Committee. The claimant shall file such request for review (including a statement of issues raised and comments made by the claimant) with the Committee no later than 90 days after the mailing or delivery of the written notice of denial of the claim or, if such notice is not provided, within 90 days after such claim is deemed denied. The claimant shall be permitted to review pertinent documents. A decision shall be rendered by the Committee and communicated to the claimant not later than 60 days after receipt of the claimant's written request for review. However, if the Committee finds it necessary due to special circumstances to extend this period and so notifies the claimant in writing, the decision shall be rendered as soon as practicable, but in no event later than 120 days after the claimant's request for review. The Committee's decision shall be in writing and shall specifically set forth (i) the reasons for the decision and (ii) the pertinent Plan provisions on which the decision is based. Any such decision of the Committee shall be binding upon the claimant and the Bank.

ARTICLE IX

Miscellaneous

9.1 Life Insurance Obligations.

(a) Subject to subsection (c) of this Section 9.1, the Bank shall purchase from the Carrier insurance policies sufficient to provide the life insurance benefits under the Plan. Subject to subsection (c) of this Section 9.1, the Bank shall be the owner of the insurance policies, and shall have all rights of a policy owner including the right to borrow from the policies and to receive dividends, if any; however, each policy shall contain an endorsement indicating that upon (i) the death of the Participant prior to Retirement (in the case of Single Life Coverage) or (ii) the death of the Participant prior to Retirement and after the death of his/her spouse or (iii) the death of a Participant's surviving spouse who has elected Option A pursuant to

Section 3.7 prior to attaining age 65 (in the case of Survivor Joint Life Coverage), or (iv) the death of the Participant at such time that a life insurance benefit is payable pursuant to Section 5.4, proceeds of the policy in an amount equal to the amount of coverage elected by the Participant (to the extent applicable) or, in the amount otherwise provided for in Section 5.4, shall be paid to the Beneficiary by the Carrier. Any proceeds of the policy in excess of the amount described above shall be paid to the Bank upon the occurrence of any of the events described in the preceding sentence. All proceeds of any such policy which may be maintained by the Bank shall be paid to the Bank
(i) upon the Participant's death after his/her Retirement (in the case of Single Life Coverage) or, (ii) upon (A) the death, after his/her Retirement, of a Participant who survives his/her spouse, or (B) the death of a Participant's surviving spouse who has elected Option B pursuant to Section 3.7 (in the case of Survivor Joint Life Coverage), except to the extent they are payable to the Participant's Beneficiary as provided above..

(b) The life insurance benefits shall be paid in accordance with the terms and conditions of the life insurance policy on the Participant's life (or, in the case of Survivor Joint Life Coverage, the lives of the Participant and his/her spouse). No Participant or Beneficiary shall have any rights against the Bank in the event of a failure of the Carrier to pay a life insurance benefit.

(c) Notwithstanding anything in the Plan to the contrary, the Bank may permit or authorize, but is not required or otherwise obligated to permit or authorize, the holding of any insurance policy purchased to provide the life insurance benefits under the Plan by a trust, subject to such terms and conditions as the Bank may deem appropriate.

9.2 Unfunded Death Benefit Obligation. All death benefits payable under this Plan shall constitute an unfunded obligation of the Bank. Payments shall be made, as due, from the general assets of the Bank. The Bank may, in its sole and absolute discretion, establish one or more accounts, funds, or trusts, to reflect its obligations to pay death benefits under the Plan, and may make such investments as it may deem desirable (including the purchase of insurance) to assist it in meeting such obligations. Any assets held in such accounts, funds, or trusts shall be

subject to claims of the Bank's creditors, and no person eligible for a death benefit under this Plan shall have any right, title or interest in any such assets. This Plan shall constitute solely an unsecured promise by the Bank to pay death benefits to the extent provided herein.

9.3 Nonalienation of Benefits.

(a) Except as permitted by the life insurance policy with respect to a Participant's life insurance benefits, no Participant, Beneficiary or other person entitled to benefits under this Plan shall have the power to transfer, assign, anticipate, mortgage or otherwise encumber any rights or any amounts payable under this Plan; nor shall any such rights or amounts payable under this Plan be subject to seizure, attachment, execution, garnishment or other legal or equitable process, or for the payment of any debts, judgments, alimony, or separate maintenance, or be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise of any Participant or Beneficiary. In the event a person who is receiving or is entitled to receive benefits under the Plan attempts to assign, transfer or dispose of such right (except as contemplated by the preceding sentence), or if an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be null and void.

(b) Notwithstanding the provisions of Section 9.3(a), a Participant shall have the right to assign his/her right to name the Beneficiary and other incidents of ownership to a Life Insurance Trust or to another designee with respect to such Participant's life insurance and death benefits under the Plan, provided that such assignment is by gift, without consideration. Such assignment shall be made by written notice to the Committee, accompanied by such forms or affidavits that the Committee and any applicable insurance carrier may require. Upon any such assignment, if valid, notwithstanding anything to the contrary hereunder, to the extent permitted by law, all rights of the Participant to make elections or directions hereunder shall be exercisable by the Life Insurance Trust or other designee, rather than by the Participant, and in making such assignment the Participant shall be deemed to have consented to any elections or directions subsequently made by the Life Insurance Trust or other designee. To the extent permitted by applicable law and the rules of any Carrier, an assignee shall have the right to

further assign such right by gift (and without consideration). The Participant shall be responsible for the payment of any taxes (and the reporting thereof) with respect to any assignment made in accordance with this provision.

9.4 No Guarantee of Status. Nothing in this Plan or any action taken hereunder shall be deemed or construed to confer upon any Participant the right to continued employment by the Bank.

9.5 Payments to Minors and Incompetents. If a Beneficiary entitled to receive any benefits hereunder is a minor or is deemed by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, the Committee may direct payment of benefits be made to the duly appointed guardian or legal representative of such minor or incompetent or to such other person as the Committee may designate. Such payment shall, to the extent made, be deemed a complete discharge of any liability for such payment under the Plan.

9.6 Withholding. The Bank shall have the right to deduct from any payments made under this Plan any taxes required to be withheld with respect to such payments.

9.7 Protective Provisions. Each Participant (and, in the case of Survivor Joint Life Coverage, his/her spouse) shall cooperate with the Bank by furnishing any and all information requested by the Bank in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Bank may deem necessary and taking such other relevant action as may be requested by the Bank. If a Participant (or spouse) refuses to so cooperate, the Bank shall have no further obligation to the Participant (or spouse) under the Plan.

9.8 Change in Control.

A Change in Control shall mean the occurrence of any of the following events:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its

Affiliates) representing 35% or more of the combined voting power of the Company's then outstanding securities;

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving as directors of the Company: individuals who, on July 24, 1997, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with the settlement of an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on July 24, 1997 or whose appointment, election or nomination for election was previously so approved or recommended;

(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any Parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 65% of the combined voting power of the securities of the Company, such surviving entity or any Parent thereof outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected solely to implement a recapitalization of the Company or the Bank (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or

indirectly, of securities of the Company or the Bank (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 35% or more of the combined voting power of the Company's or the Bank's then outstanding securities;

(iv) the stockholders of the Company or the Bank approve a plan of complete liquidation or dissolution of the Company or the Bank, respectively, or there is consummated a sale or disposition by the Company or any of its subsidiaries of any assets which individually or as part of a series of related transactions constitute all or substantially all of the Company's consolidated assets (provided that, for these purposes, a sale of all or substantially all of the voting securities of the Bank or a Parent of the Bank shall be deemed to constitute a sale of substantially all of the Company's consolidated assets), other than any such sale or disposition to an entity at least 65% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company immediately prior to such sale or disposition; or

(v) the execution of a binding agreement that, if consummated, would result in a Change in Control of a type specified in clause (i) or (iii) of this Section 9.8 (an "Acquisition Agreement") or of a binding agreement for the sale or disposition of assets that, if consummated, would result in a Change in Control of a type specified in clause (iv) of this
Section 9.8 (an "Asset Sale Agreement") or the adoption by the Board of Directors of the Company or the Bank of a plan of complete liquidation or dissolution of the Company or the Bank that, if consummated, would result in a Change in Control of a type specified in clause (iv) of this Section 9.8 (a "Plan of Liquidation").

As used in connection with the foregoing definition of Change in Control, "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12

of the Exchange Act; "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time; "Parent" shall mean any entity that becomes the Beneficial Owner of at least 80% of the voting power of the outstanding voting securities of the Company or of an entity that survives any merger or consolidation of the Company or any direct or indirect subsidiary of the Company; and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation or entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

9.9 Validity. In the event any provision of this Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

9.10 Governing Law. Except to the extent preempted by federal law, the provisions of the Plan will be construed according to the laws of the State of New York.

Amendment to the Key Executive Life Insurance/Death Benefit Plan of The Dime Savings Bank of New York, FSB

Effective as of April 1, 1999

Section 5.4(a) of the Key Executive Life Insurance/Death Benefit Plan of The Dime Savings Bank of New York, FSB is amended to provide as follows:

"(a) The election to provide a life insurance benefit, rather than a Bank-paid death benefit must be made (and not revoked) prior to the Participant's Retirement Date (to be effective upon the Participant's Retirement Date), or if made or received by the Committee after the Participant's Retirement Date shall only be effective on the January 1 following the date the election is received by the Committee; provided that with respect to any Participant whose Retirement Date occurred before June 1, 1999, an election to provide a life insurance benefit rather than a Bank-paid death benefit will be effective as of the date it is received by the Committee if it is so received on or prior to September 30, 1999."

EXHIBIT 10.38

Amendment to the Dime Bancorp, Inc.
Supplemental Executive Retirement Plan

Effective June 24, 1999

The Dime Bancorp, Inc. Supplemental Executive Retirement Plan (the "Plan") is hereby amended in the following particulars.

1. Clause (ii) of the second paragraph of Section 5 of the Plan is amended to read as follows:

"(ii) is, except as otherwise provided by the Committee, the Participant's other taxable cash-based compensation payable under the Dime Bancorp, Inc. Officer Incentive Plan or other cash-based incentive plan or program or individual arrangement providing for cash-based incentive compensation, in each case with respect to the period for which the determination is made, but excluding any amounts paid (A) to the Participant as a sign-on bonus in connection with the initial commencement of employment of the Participant with the Company or any Parent or Subsidiary and (B) to the Participant with respect to the grant of rights to purchase, and the related purchase of, restricted common stock of the Company;"

EXHIBIT 10.42

AMENDMENT TO THE DIME BANCORP, INC.
VOLUNTARY DEFERRED COMPENSATION PLAN FOR DIRECTORS

EFFECTIVE AS OF OCTOBER 1, 1999

The Dime Bancorp, Inc. Voluntary Deferred Compensation Plan for Directors (the "Plan") is hereby amended effective as of the date set forth above as follows:

1. Paragraph 8(d) of the Plan is amended in its entirety to read as follows:

"(d) Securities Law Limitations. Notwithstanding anything in the Plan to the contrary and except as otherwise provided below, if at any time a Participant who is an Insider (as defined below) is prohibited by the Section 16 Rules (as defined below) from directing that his or her Account or Benefit Transfer Account be (i) deemed invested in an investment fund that invests in common stock of the Company (ii) deemed transferred to a deemed investment in common stock of the Company or (iii) to the extent of any deemed investment in common stock of the Company, deemed redeemed for whatever reason, any such direction shall be disregarded and not given effect. For purposes of this Paragraph 8, an Insider shall mean, with respect to the Company or any of its subsidiaries, (i) any Participant who is subject to the
Section 16 Rules, determined in accordance with Rule 16a-2 thereof, and
(ii) solely with respect to certain trading restrictions with respect to common stock of the Company imposed from time to time by the Company or any of its subsidiaries, any Participant who is subject to such trading restrictions. For purposes of this Paragraph 8, the Section 16 Rules mean those rules (as from time to time amended) promulgated by the Securities and Exchange Commission ("SEC") under Section 16 of the Act. For purposes of the Plan, an action shall be deemed to be prohibited by the Section 16 Rules, if it could, if permitted or occurring, result in a transaction not being exempt from the provisions of Section 16(b) of the Act. An action in violation of certain trading restrictions with respect to common stock of the Company imposed from time to time by the Company or any of its subsidiaries shall be deemed to be prohibited by the Section 16 Rules solely for purposes of the Plan. Notwithstanding the foregoing in this Paragraph 8(d), and in accordance with such rules, procedures and forms as may be prescribed by the Committee, a direction by a Participant shall not be disregarded to the extent that it provides for the proceeds of a redemption of a deemed initial investment of the Participant's Benefit Transfer Account in the phantom stock of the Company as described in Paragraph 7(b) (and subject to such special valuation rules as may apply in this Paragraph
8) to be deemed to be reinvested in the phantom stock of the Company as

Exhibit 10.45

Amendment to the
Dime Bancorp, Inc.
Senior Officer Incentive Plan

Effective as of January 1, 2000, the Dime Bancorp, Inc. Senior Officer Incentive Plan (the "Plan") is amended in the following particulars:

Section 2(e) of the Plan is hereby amended by adding at the end of the last paragraph thereof the following new sentence to read as follows:

"Notwithstanding anything in this Plan to the contrary, none of the execution of the Agreement and Plan of Merger, dated September 15, 1999 and as amended and restated on December 27, 1999, between Hudson United Bancorp and the Company (the 'Merger Agreement'), the consummation of the merger of Hudson United Bancorp with and into the Company, or the consummation of the other actions or transactions contemplated by the Merger Agreement, shall constitute a Change in Control under the Plan."

Amendment to the Dime Bancorp, Inc. Middle Management Incentive Plan

Effective as of January 1, 2000, the Dime Bancorp, Inc. Middle Management Incentive Plan (the "Plan") is amended in the following particulars:

Section 8(b) of the Plan is hereby amended by adding at the end of the last paragraph thereof the following new sentence to read as follows:

"Notwithstanding anything in this Plan to the contrary, none of the execution of the Agreement and Plan of Merger, dated September 15, 1999 and as amended and restated on December 27, 1999, between Hudson United Bancorp and the Company (the 'Merger Agreement'), the consummation of the merger of Hudson United Bancorp with and into the Company, or the consummation of the other actions or transactions contemplated by the Merger Agreement, shall constitute a Change in Control under the Plan."

Amendment to the Dime Bancorp, Inc. Senior Management Incentive Plan

Effective as of January 1, 2000, the Dime Bancorp, Inc. Senior Management Incentive Plan (the "Plan") is amended in the following particulars:

Section 8(b) of the Plan is hereby amended by adding at the end of the last paragraph thereof the following new sentence to read as follows:

"Notwithstanding anything in this Plan to the contrary, none of the execution of the Agreement and Plan of Merger, dated September 15, 1999 and as amended and restated on December 27, 1999, between Hudson United Bancorp and the Company (the 'Merger Agreement'), the consummation of the merger of Hudson United Bancorp with and into the Company, or the consummation of the other actions or transactions contemplated by the Merger Agreement, shall constitute a Change in Control under