Exhibit 10.1


            TERMINATION, OPTION CANCELLATION AND SETTLEMENT AGREEMENT

         This Termination,  Option Cancellation and Settlement Agreement,  dated
as of April 28, 2000 (this "Agreement"), is between Hudson United Bancorp, a New
Jersey Corporation  ("Hudson"),  and Dime Bancorp,  Inc., a Delaware corporation
("Dime").

                                    RECITALS

         A. Merger Agreement. Hudson and Dime have entered into an Agreement and
Plan of Merger,  dated as of  September  15,  1999 as amended  and  restated  on
December 27, 1999 (the "Merger Agreement"), pursuant to which Hudson is to merge
with and into Dime (the "Merger").

         B. Options. As a condition to entering into the Merger Agreement and in
consideration  therefor,  Hudson granted to Dime an option (the "Hudson Option")
to purchase  approximately  19.9% of Hudson's  authorized but unissued shares of
common stock,  pursuant to a Stock Option  Agreement,  dated  September 16, 1999
(the "Hudson Option Agreement"), and Dime granted to Hudson an option (the "Dime
Option"  and,  together  with the Hudson  Option,  the  "Options"  ) to purchase
approximately  19.9% of Dime's  authorized but unissued  shares of common stock,
pursuant to a Stock Option Agreement, dated September 16, 1999 (the "Dime Option
Agreement"  and,  together  with  the  Hudson  Option  Agreement,   the  "Option
Agreements").


<PAGE>


         C. Initial  Triggering Event Under Dime Option  Agreement.  On March 5,
2000,  prior to the scheduled  special  meetings of the shareholders of Dime and
Hudson  to  vote  on  the  Merger,  North  Fork  Bancorporation,   announced  an
unsolicited  hostile  bid for Dime,  which  resulted  in a delay of the  special
meetings and which,  when North Fork filed its exchange offer on March 14, 2000,
constituted an initial  triggering event under the Dime Option Agreement.  Under
the Dime Option  Agreement,  if there were to be a subsequent  triggering event,
Hudson  will  have the  right to  purchase  from Dime  22,271,682  (the  "Option
Number") shares of Dime's  authorized but unissued common stock, par value $0.01
per share  ("Common  Stock"),  at an  exercise  price of $17.75  per share  (the
"Option Price").

         D. Termination and Cancellation.  The Boards of Directors of Hudson and
Dime  have  mutually  agreed  it is in the best  interests  of their  respective
corporations to mutually  terminate the Merger  Agreement and Option  Agreements
and cancel their respective Options, subject to the terms and conditions of this
Agreement.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants and agreements set forth herein, the parties hereto agree as follows:

         1.  Termination of Merger  Agreement.  Hudson and Dime hereby  mutually
terminate the Merger Agreement,  without any liability or further  obligation to
each  other  whatsoever  in  connection  with  the  Merger  Agreement,   or  the
obligations  undertaken  with  respect to the Merger  Agreement  or the  Merger,
except that the provisions of Section 6.8 of the Merger Agreement (excluding the
first  sentence  thereof  and in all  events  subject to  applicable  law) shall
survive   (including  with  respect  to  Hudson's  or  Dime's  reasons  for  the
termination  of the Merger  Agreement  or the Option  Agreements),  Section 6.10
shall survive  solely with respect to the initial  press  release  regarding the
termination of the Merger


                                      -2-

<PAGE>


Agreement and the terms of this Agreement,  and Section 6.12 shall survive.  The
parties  recognize and agree that they hereby are mutually  releasing each other
from any and all  claims for breach of the  Merger  Agreement  and that  Section
8.5(c) of the Merger Agreement shall have no further force or effect.  Except as
set forth in this paragraph and except for the terms of this Agreement,  neither
party shall have any  obligation  or liability to the other based upon,  related
to, arising from or connected in any way with the Merger  Agreement,  the Option
Agreements, the Options or the confidentiality agreements.

         2. Stock  Option  Agreements.  Subject to the terms of this  Agreement,
Hudson hereby cancels and  surrenders the Dime Option and Dime Option  Agreement
to Dime.  Dime agrees that the Hudson Option has expired by its terms and hereby
cancels and  surrenders  the Hudson  Option and the Hudson  Option  Agreement to
Hudson.

         3. Dime's Continuing Payment Obligations to Hudson. In consideration of
Hudson entering into this Agreement, Dime irrevocably and unconditionally agrees
to pay to Hudson an Option  Settlement  Fee, which shall consist of a Subsequent
Transaction  Fee, a Subsidiary  Transaction Fee and/or an Expiration Fee, all as
set forth  below.  Such fees  shall be paid to  Hudson  by wire  transfer  to an
account designated by Hudson on the due dates as hereafter set forth,  except as
hereafter set forth.

         3.1. Subsequent Transaction Fee.

              (a) Amount and  Obligation.  If a  Subsequent  Transaction  occurs
after the date  hereof and before  October 28,  2001 ("the  Cut-Off  Date") Dime
irrevocably and  unconditionally  agrees to pay Hudson a Subsequent  Transaction
Fee.  The  Subsequent  Transaction  Fee shall be not less than $50 million  (the
"Floor") and not more than $92 million  (the "Cap"),  in each case less a credit
for any Subsidiary Transaction Fee paid to Hudson


                                      -3-

<PAGE>


hereunder,  subject to Sections 3.1(b)(i) and (ii). (For the avoidance of doubt,
the terms  "Floor" and "Cap"  include the credits  referred to in the  preceding
sentence.) If after a Subsidiary  Transaction  and before the Cut-Off Date there
shall  occur  a  Subsequent  Transaction,  Dime  agrees  to pay  the  Subsequent
Transaction  Fee  for  such  Subsequent  Transaction,  less  a  credit  for  any
Subsidiary Transaction Fee paid to Hudson.

         A Subsequent  Transaction  means: (i) Dime or any Dime Subsidiary (each
of the following is a "Dime  Subsidiary":  (A) any  Significant  Subsidiary  (as
defined  in Rule  1-02 of  Regulation  S-X  promulgated  by the  Securities  and
Exchange  Commission  (the  "SEC"))  of Dime,  and (B) North  American  Mortgage
Company  (whether  or not  North  American  Mortgage  Company  would be deemed a
Significant  Subsidiary of Dime)) shall have entered into an agreement to engage
in an Acquisition Transaction (as hereinafter defined) with any person (the term
"person" for purposes of this Agreement  having the meaning  assigned thereto in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "1934  Act"),  and the rules and  regulations  thereunder)  or the Board of
Directors of Dime (the "Board") shall have  recommended that the stockholders of
Dime  approve  or accept  any  Acquisition  Transaction.  For  purposes  of this
Agreement,   (a)   "Acquisition   Transaction"   shall  mean  (x)  a  merger  or
consolidation, or any similar transaction, involving Dime or any Dime Subsidiary
(other than mergers,  consolidations  or similar  transactions  involving solely
Dime  and/or one or more  wholly-owned  Subsidiaries  of Dime),  (y) a purchase,
lease or other  acquisition of assets or deposits of Dime or any Dime Subsidiary
in one or more  transactions  (other  than the  purchase  and sale of  portfolio
assets in the  ordinary  course of business and other than the purchase and sale
of  investment  securities),  in which the assets have a value in excess of $4.0
billion or in which the deposits exceed $5.0 billion in amount (other than any


                                      -4-

<PAGE>


assets or escrow  deposits of the Dime  Subsidiary  included within a Subsidiary
Transaction),  or (z) a  purchase  or  other  acquisition  (including  by way of
merger, consolidation,  share exchange, spinoff to shareholders or otherwise) of
securities  representing  25% or more of the  voting  power  of Dime or any Dime
Subsidiary and (b)  "Subsidiary"  shall have the meaning set forth in Rule 12b-2
under the 1934 Act; or

              (ii)  Any   person   acquires   (including   by  way  of   merger,
consolidation,  share exchange or otherwise) beneficial ownership of 25% or more
of the then outstanding  Common Stock of Dime (the term  "beneficial  ownership"
for purposes of this Agreement has the meaning assigned thereto in Section 13(d)
of the 1934 Act, and the rules and regulations thereunder).

         Notwithstanding the foregoing, the following transactions,  taken alone
or as a  series  of  transactions  (each,  whether  or  not it  would  otherwise
constitute a Subsequent Transaction,  is a "Subsidiary Transaction"),  shall not
constitute a Subsequent Transaction:

         (1) a merger or  consolidation  or similar  transaction  that  involves
solely or predominantly the purchase or transfer of a Dime Subsidiary other than
The Dime Savings Bank of New York, FSB ("FSB");

         (2)  a  purchase,  lease  or  other  acquisition  involving  solely  or
predominantly  all or a  substantial  part of the assets or deposits of any Dime
Subsidiary other than FSB; or

         (3) a  purchase  or  other  acquisition  (including  by way of  merger,
consolidation,   share  exchange,  spinoff  to  shareholders  or  otherwise)  of
securities  representing  25% or  more  of the  voting  securities  of any  Dime
Subsidiary other than FSB.

         For the avoidance of doubt, the occurrence of a Subsidiary  Transaction
does  not  foreclose  the  possible  (simultaneous  or  later)  occurrence  of a
Subsequent Transaction.


                                      -5-

<PAGE>


         Subject to the Floor and Cap, the Subsequent Transaction Fee will be an
amount  equal to the  amount by which  (A) the  market/offer  price (as  defined
below) exceeds (B) the Option Price,  multiplied by the Option Number.  The term
"market/offer price" shall mean the highest of (i) the price per share of Common
Stock at which a tender or exchange offer therefor has been made, (ii) the price
per share of Common Stock to be paid by any third party pursuant to an agreement
with Dime, (iii) the highest closing price for shares of Common Stock within the
six-month  period  immediately  preceding  the date of the  consummation  of the
Subsequent Transaction that gives Hudson the right to the Subsequent Transaction
Fee,  or (iv) in the event of one or more  sales that  alone or  together  would
constitute  an  Acquisition  Transaction  under  clause  (y) of  the  definition
thereof,  the sum of (1) the  net  prices  received  in  such  sales  and in any
Subsidiary  Transaction  (but only to the  extent  such net  prices or  proceeds
thereof  are  not  part  of the  consolidated  assets  of  Dime  at the  time of
determination)  and (2) the current  market value of the remaining net assets of
Dime as determined by a nationally  recognized  investment banking firm selected
by Hudson, and reasonably acceptable to Dime, divided by the number of shares of
Common Stock of Dime  outstanding at the time of such sale. In  determining  the
market/offer  price,  the  value  of  consideration  other  than  cash  shall be
determined  by a  nationally  recognized  investment  banking  firm  selected by
Hudson, and reasonably acceptable to Dime.

         The Option Number,  Option Price and highest  closing price referred to
in the prior  paragraph  shall be  subject  to  adjustment  from time to time as
provided in this paragraph. In the event of any change in Common Stock by reason
of a stock dividend, stock split, split-up, recapitalization, stock combination,
exchange of shares or similar  transaction,  the Option Number, the Option Price
and the highest closing price shall be adjusted appropriately. In


                                      -6-

<PAGE>


addition,  if Dime makes any distribution or dividend to its shareholders (other
than regular  quarterly  cash  dividends  as such may be increased  from time to
time) which are not accounted for under this  paragraph or the prior  paragraph,
then the value of such  distribution or dividend shall be added to the amount of
the "market/offer price" with the value of any non-cash distribution or dividend
determined  by a  nationally  recognized  investment  banking  firm  selected by
Hudson,  and reasonably  acceptable to Dime.  Any such dividend or  distribution
shall be viewed as accounted  for under the prior  paragraph if the  ex-dividend
date for such dividend or distribution  occurs no more than five months prior to
the date of the consummation of the Subsequent Transaction that gives Hudson the
right to the Subsequent  Transaction Fee. If such dividend or distribution would
have been viewed as  accounted  for under the prior  paragraph  but for the fact
that the ex-dividend date occurred more than five but less than six months prior
to the date of consummation  of the relevant  Subsequent  Transaction,  then the
six-month  period  referred to in clause (iii) of the definition of market/offer
price will be a five-month period and the second preceding sentence shall apply.

              (b)  Due  Date  of  Subsequent  Transaction  Fee.  The  Subsequent
Transaction Fee shall be due to Hudson as follows:

         (i) Within two (2)  business  days after the  signing by Dime or a Dime
Subsidiary of an agreement for an Acquisition Transaction, Dime or the acquiring
party shall pay Hudson  $15,000,000 by wire transfer to an account designated by
Hudson, and $77,000,000 shall be deposited into an escrow account pursuant to an
escrow agreement and with an escrow agent reasonably  acceptable to Hudson,  any
interest or earnings  thereon being the property of Dime. In the event that Dime
or any Dime Subsidiary shall enter into an Acquisition Transaction and Dime does
not enter into the escrow agreement or make the


                                      -7-

<PAGE>


payment or deposit  provided for in the  immediately  preceding  sentence (other
than a deposit  delayed solely as a result of a delay by Hudson in approving the
escrow  agreement),   the  entire  Subsequent   Transaction  Fee  shall  be  due
immediately.  On the date of the  consummation of the  Acquisition  Transaction,
Dime  shall  cause  the  escrow  agent to wire  transfer  the  remainder  of the
Subsequent  Transaction Fee to Hudson (and, if the escrow agent does not so wire
transfer  the  funds,  Dime and the  acquiror  jointly  and  severally  shall be
obligated to wire transfer such amount) and transmit any remainder of the escrow
deposit to Dime. In the event an Acquisition Transaction is entered into by Dime
or a Dime Subsidiary  prior to the Cut-Off Date, the Subsequent  Transaction Fee
for such  transaction  shall be due under  this  Section  3.1(b)(i)  only if the
Acquisition  Transaction  closes.  Hudson  nonetheless  shall retain the initial
$15,000,000 payment; or

         (ii) Within five (5) business  days of Dime's  learning that any person
has acquired beneficial  ownership of 25% or more of the then outstanding Common
Stock of Dime,  Dime  shall pay to Hudson  $15,000,000  by wire  transfer  to an
account  designated by Hudson and $77,000,000  shall be deposited into an escrow
account  pursuant to an escrow  agreement  and with an escrow  agent  reasonably
acceptable  to Hudson,  any interest or earnings  thereon  being the property of
Dime.  In the event that Dime does not enter into the escrow  agreement  or make
the payment or deposit provided for in the immediately preceding sentence (other
than a deposit  delayed solely as a result of a delay by Hudson in approving the
escrow  agreement),   the  entire  Subsequent   Transaction  Fee  shall  be  due
immediately.  On the  date of the  acquisition  by  such  person  of  beneficial
ownership of 50% or more of the then outstanding  Common Stock, Dime shall cause
the Escrow  Agent to wire  transfer to Hudson the  remainder  of the  Subsequent
Transaction Fee (and if the escrow agent fails to do so, Dime shall wire


                                      -8-

<PAGE>


transfer such amount to Hudson) and transmit any remainder of the escrow deposit
to Dime. In the event a person acquires  beneficial  ownership of 25% or more of
the then  outstanding  Common  Stock of Dime but does not,  prior to the Cut-Off
Date or within six months thereafter acquire beneficial ownership of 50% or more
of the then outstanding Common Stock of Dime, the Subsequent Transaction Fee for
the acquisition shall not be due under this Section 3.1(b)(ii), but Hudson shall
retain the initial $15,000,000 payment.

         (iii) Any  obligation  of Dime to make  payments  to Hudson (or into an
escrow account for the benefit of Hudson)  pursuant to this Section 3.1(b) shall
be subject to a credit for amounts  previously  paid,  either with  respect to a
Subsidiary  Transaction or an earlier  Subsequent  Transaction.  Any such credit
will be applied first to the $15 million amounts set forth in Section  3.1(b)(i)
and (ii).  Anything to the contrary not  withstanding,  the initial  $15,000,000
payment set forth in Sections  3.1(b)(i),  3.1(b)(ii)  and 3.2(b)  shall only be
paid by Dime once.

         (iv) For the avoidance of doubt, a Subsequent Transaction Fee may be
owed under the circumstances set forth in either Section 3.1(b)(i) and (ii). The
fact that a Subsequent Transaction Fee is not owed under Section 3.1(b)(ii) for
a set of circumstances does not preclude it from being owed under Section
3.1(b)(i) for the same set of circumstances (and vice versa).

         3.2. Subsidiary Transaction.

              (a) Amount and Obligation. If a Subsidiary Transaction (as defined
in Section 3.1) occurs after the date hereof and before the Cut-Off  Date,  Dime
irrevocably and  unconditionally  agrees to pay Hudson a Subsidiary  Transaction
Fee equal to  $30,000,000,  provided,  such  payment  is  subject  to the second
paragraph in Section 3.2(b).


                                      -9-

<PAGE>


              (b)  Due  Date  of  Subsidiary  Transaction  Fee.  The  Subsidiary
Transaction Fee shall be due to Hudson as follows:  Within two (2) business days
after the signing by Dime or its  Subsidiaries  of an agreement for a Subsidiary
Transaction,  Dime or the acquiring  party shall pay Hudson  $15,000,000 by wire
transfer to an account  designated by Hudson, and $15,000,000 shall be deposited
into an escrow account  pursuant to an escrow agreement and with an escrow agent
reasonably  acceptable  to Hudson,  any interest or earnings  thereon  being the
property of Dime. In the event that Dime or any of its Subsidiaries  shall enter
into an Subsidiary Transaction and Dime does not enter into the escrow agreement
or make  the  payment  or  deposit  provided  for in the  immediately  preceding
sentence  (other than a deposit  delayed solely as a result of a delay by Hudson
in approving the escrow agreement),  the entire Subsidiary Transaction Fee shall
be  due  immediately.  On  the  date  of  the  consummation  of  the  Subsidiary
Transaction, Dime shall cause the escrow agent to wire transfer the remainder of
the Subsidiary  Transaction  Fee to Hudson (and, if the escrow agent does not so
wire transfer the funds,  Dime and the acquiror  jointly and severally  shall be
obligated to wire transfer such amount).

         In the event a Subsidiary Transaction is entered into by Dime or a Dime
Subsidiary  prior to the Cut-Off Date, the Subsidiary  Transaction Fee shall not
be due if the Subsidiary Transaction fails to close.  Nonetheless,  Hudson shall
retain the initial $15,000,000  payment.  In the event a Subsidiary  Transaction
fails to close and Dime or a Dime Subsidiary enters into another agreement for a
Subsidiary  Transaction  prior  to  the  Cut-Off  Date,  the  second  Subsidiary
Transaction will be subject to the Subsidiary  Transaction Fee.  Anything to the
contrary not withstanding, the initial $15,000,000 payment shall only be paid by
Dime once.


                                      -10-

<PAGE>


              (c) Credit for Earlier  Payments.  Any  obligation of Dime to make
payments  to Hudson  (or into an  escrow  account  for the  benefit  of  Hudson)
pursuant to this Section 3.2 shall be subject to a credit for amounts previously
paid, either with respect to a Subsequent  Transaction or an earlier  Subsidiary
Transaction,  which credit shall be applied first to the $15 million  amount set
forth above.

         3.3.  Expiration  Fee.  If  neither  a  Subsequent  Transaction  nor  a
Subsidiary  Transaction  occurs prior to the Cut-Off Date, Dime  irrevocably and
unconditionally  agrees to pay to  Hudson,  on the next  business  day after the
Cut-Off Date (the  "Expiration Fee Payment Date"),  $15,000,000 by wire transfer
to an account designated by Hudson; provided, however, that at Dime's option and
with  Hudson's  consent Dime may pay the amount in Common Stock of Dime,  on the
conditions and subject to the terms set forth in the next paragraph. If prior to
the Cut-Off Date Dime has paid Hudson  $15,000,000 by wire transfer  pursuant to
Section 3.1 or 3.2,  Hudson shall retain the  $15,000,000  and no Expiration Fee
shall be due.

         In the event Dime  elects to pay the  Expiration  Fee in Common  Stock,
Dime shall  irrevocably  notify  Hudson of such election no less than sixty (60)
days and no more than ninety  (90) days prior to the  scheduled  Expiration  Fee
Payment Date. If Dime elects to pay the Expiration Fee in Common Stock, it shall
be valued at $0.50 below the lowest  trading price of Dime's Common Stock on the
New York Stock Exchange during the ten (10) trading days prior to the Expiration
Fee Payment  Date,  as reported in the Wall  Street  Journal,  Eastern  Edition.
Immediately after notification to Hudson, Dime shall promptly prepare,  file and
keep current a  registration  statement  under the  Securities  Act of 1933,  as
amended, and the regulations thereunder covering such stock and shall cause such
registration  statement to become effective as of or prior to the Expiration Fee
Payment Date and to remain current in


                                      -11-

<PAGE>


order to permit the sale or other disposition of the Common Stock to be received
by Hudson in accordance  with any reasonable  plan of  disposition  requested by
Hudson.  Dime will use its reasonable best efforts to cause such registration to
remain  effective for a period of 180 days from the  Expiration Fee Payment Date
or such  shorter  time as may be  reasonably  necessary  to effect such sales or
other dispositions.  Dime shall bear the costs of such registration  (including,
but not limited to,  Dime's  attorneys'  fees,  printing  costs and filing fees,
except for underwriting discounts or commissions, brokers' fees and the fees and
disbursements  of Hudson's  counsel related  thereto).  Hudson shall provide all
information  reasonably  requested  by Dime for  inclusion  in any  registration
statement to be filed hereunder.  If requested by Hudson in connection with such
registration,  Dime shall become a party to any underwriting  agreement relating
to the sale of such shares of Common Stock, but only to the extent of obligating
itself  in  respect  of  representations,   warranties,  indemnities  and  other
agreements customarily included in such underwriting agreements for Dime.

         3.4. Miscellaneous.

              (a)  Interest.  If  any  Subsequent  Transaction  Fee,  Subsidiary
Transaction  Fee or  Expiration  Fee is not  paid on the due date  thereof,  the
amount to be paid shall be increased  by an amount  equal to the  interest  that
would be earned on such amount for each day after the due date until such fee is
paid.  The amount of interest  shall be calculated at the rate of Hudson's prime
rate,  announced from time to time, plus 2%,  compounded  daily using the actual
number of days elapsed and a 360 day year. The Cap shall not limit  increases on
the amounts due pursuant to this Section 3.4(a).

              (b) Legal  Fees and  Expenses.  Hudson  shall be  entitled  to its
expenses,  including but not limited to legal fees,  incurred in connection with
the enforcement


                                      -12-

<PAGE>


of its rights to payments  hereunder.  After giving 10 days'  written  notice to
Dime identifying Dime's failure to make any payment  hereunder,  Hudson shall be
entitled to recover from Dime,  monthly  upon  demand,  any and all of its legal
fees and other expenses incurred in connection with the enforcement against Dime
of the terms of this Agreement.

              (c)  Increase  in Cap and Floor.  If Dime,  its  Subsidiaries,  or
affiliates,  or agents,  or any person entering into an agreement with Dime or a
Dime  Subsidiary  with  respect to an  Acquisition  Transaction  or a Subsidiary
Transaction  shall challenge or question in any court  proceeding the Subsequent
Transaction Fee, the Subsidiary  Transaction Fee or the Expiration Fee, then the
amount of each of the Floor,  the Cap, the  Subsidiary  Transaction  Fee and the
Expiration Fee shall all be increased by $20,000,000.

              (d) No Reduction, Offset or Delay. No alleged or actual failure by
Hudson to  perform  any  covenant  or  obligation  hereunder  or under any other
agreement   with  Dime  or  any  affiliate  of  Dime,   and  no  breach  of  any
representation or warranty by Hudson hereunder or under any other agreement with
Dime or any  affiliate of Dime shall  release Dime from or be reason for Dime to
reduce,  offset  against,  or  delay,  the  payment  by Dime  of any  Subsequent
Transaction Fee, Subsidiary  Transaction Fee or Expiration Fee which becomes due
hereunder;  provided, however, that Dime shall retain its rights to bring claims
for   damages  or   injunctive   relief   against   Hudson  for  breach  of  any
representation, warranty or covenant of Hudson in this Agreement.

         4. Representations and Warranties.

         4.1. Dime hereby represents and warrants to Hudson as follows: Dime has
the  requisite  corporate  power and  authority  to  execute  and  deliver  this
Agreement and to consummate the transactions  contemplated hereby. The execution
and delivery of this


                                      -13-

<PAGE>


Agreement and the consummation of the transactions contemplated hereby have been
duly and  validly  authorized  by the Dime Board prior to the date hereof and no
other corporate  proceedings on the part of Dime are necessary to authorize this
Agreement or to consummate the transactions so contemplated.  This Agreement has
been duly and validly executed and delivered by Dime.

         4.2 Hudson hereby  represents  and warrants to Dime as follows:  Hudson
has the  requisite  corporate  power and  authority  to execute and deliver this
Agreement and to perform its obligations  hereunder.  The execution and delivery
of this Agreement by Hudson and the performance of its obligations  hereunder by
Hudson have been duly and validly authorized by the Board of Directors of Hudson
and no other  corporate  proceedings  on the part of  Hudson  are  necessary  to
authorize  this  Agreement or for Hudson to perform its  obligations  hereunder.
This  Agreement has been duly and validly  executed and delivered by Hudson.  No
"Initial Triggering Event" has occurred under the Hudson Option Agreement.

         5.  Covenants  of Dime.  Dime  covenants  that  from and after the date
hereof  until the  earlier  of the  Cut-Off  Date or the  payment in full of any
Subsequent  Transaction  Fee (but not a  Subsidiary  Transaction  Fee),  if Dime
enters  into an  agreement  to engage in an  Acquisition  Transaction,  it shall
require  that the  acquiror  agrees to pay or cause  Dime to pay the  Subsequent
Transaction  Fee and, upon the  consummation  of the  transaction,  Dime and the
acquiror jointly and severally expressly assume the payment obligation.

         6. Covenants of Hudson.  Hudson  covenants that from and after the date
hereof until the Cut-Off Date:

         6.1.  Hudson shall vote or cause to be voted all shares of Common Stock
of Dime from time to time owned by it or its  Subsidiaries for their own account
(the "Subject


                                      -14-

<PAGE>


Shares") in accordance with the recommendations of Dime's Board of Directors or,
if the Board of Directors  makes no  recommendation  on a matter,  in proportion
with the votes casts by other stockholders  thereto (provided that Hudson may at
any time dispose of all or any part of the Subject Shares prior to a vote).

         6.2. If Hudson  elects to dispose of all or a  substantial  part of the
Subject Shares  (whether  under Section 6.1 or  otherwise),  Hudson shall notify
Dime of its election orally, with a faxed confirmation, before 10:00 A.M. on any
business  day and  pursuant to such notice such shares first shall be offered to
Dime for  purchase at the closing  price of Dime's  Common Stock on the New York
Stock Exchange on the day before giving such notice for a period ending at 10:00
A.M. on the business day after giving such notice.  Dime shall promptly  respond
orally and via fax as to whether it accepts the offer (and if no fax is received
by Hudson from Dime by 10:00 A.M. of the  business day after giving such notice,
Hudson  shall  thereafter  be free to dispose of the  Subject  Shares).  If Dime
Elects to purchase the Subject  Shares,  it shall notify Hudson by 10:00 A.M. of
the  business day after Hudson gives such notice and pay for such shares by wire
transfer  within 2 business  days of giving  Hudson  notice it will purchase the
shares.

         6.3.  Within 48 hours prior to the  Expiration  Fee Payment Date, if an
Expiration Fee Payment is due,  Hudson shall deliver to Dime a letter  regarding
its  compliance in all material  respects  with its covenants  contained in this
Article 6.

         7.  Assignment.  Neither  of the  parties  hereto may assign any of its
rights or obligations under this Agreement (other than by operation by law).

         8. Specific  Performance.  The parties hereto  acknowledge that damages
may be an  inadequate  remedy  for a breach of this  Agreement  by either  party
hereto and that


                                      -15-

<PAGE>


the obligations of the parties hereto shall be enforceable through injunctive or
other equitable relief. In connection therewith,  both parties waive the posting
of any bond or similar requirement.

         9.  Severability.  If any  term,  provision,  covenant  or  restriction
contained in this Agreement is held by a court or a federal or state  regulatory
agency of  competent  jurisdiction  to be invalid,  void or  unenforceable,  the
remainder of the terms,  provisions and covenants and restrictions  contained in
this  Agreement  shall  remain in full force and effect,  and shall in no way be
affected, impaired or invalidated.

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

         11. Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of New York  applicable to contracts made
and to be performed entirely with such state.

         12.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

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


                                      -16-

<PAGE>


         14. Entire Agreement; Third-Party Rights. Except as otherwise expressly
provided  herein,  this  Agreement  contains  the entire  agreement  between the
parties with respect to the transactions  contemplated  hereunder and supersedes
all prior arrangements or understandings with respect thereof,  written or oral.
The terms and conditions of this Agreement  shall inure to the benefit of and be
binding upon the parties hereto and their respective successors. Nothing in this
Agreement,  expressed  or implied,  is intended to confer upon any party,  other
than the parties hereto,  and their respective  successors  except as assignees,
any rights,  remedies,  obligations  or  liabilities  under or by reason of this
Agreement,  except as  expressly  provided  herein.  This  Agreement  may not be
amended,  superseded  or  rescinded  except in a writing  signed by both parties
hereto.

         15.  Releases.  Hudson and Dime hereby agree to mutual limited releases
as follows:

         15.1.  Hudson and its past and/or present  direct or indirect  parents,
subsidiaries,  affiliates,  predecessors,  successors  and assigns,  and its and
their  officers,   directors,   shareholders,   employees,   administrators  and
attorneys,  but only in their respective  capacities as such (collectively,  the
"Hudson  Releasors"),  hereby  release  and  discharge  Dime and its past and/or
present  direct or indirect  parents,  subsidiaries,  affiliates,  predecessors,
successors and assigns,  and its and their  officers,  directors,  shareholders,
employees,  administrators  and attorneys,  but only in their capacities as such
(collectively,  the "Dime Releasees") from all actions, causes of action, suits,
debts, dues, sums of money,  accounts,  reckonings,  bonds, bills,  specialties,
covenants,   contracts,   controversies,    agreements,   promises,   variances,
trespasses,   damages,  judgments,   extents,  executions,  claims  and  demands
whatsoever, in law, admiralty, equity, bankruptcy or otherwise, which the Hudson
Releasors, or anyone claiming through or under any


                                      -17-

<PAGE>


of them,  ever had or now have,  or may hereafter  have or acquire,  based upon,
related to,  arising  from,  or connected in any way with the Merger  Agreement;
provided,  however,  that  nothing  contained  in this  Release  shall affect or
relieve the Dime  Releasees of their  obligations  under Sections 6.8 (excluding
the first  sentence  thereof),  6.10 (solely  with respect to the initial  press
release  regarding the termination of the merger agreement and the terms of this
Agreement) and 6.12 of the Merger  Agreement or under this  Termination,  Option
Cancellation  and  Settlement  Agreement,  and provided,  further,  that nothing
contained  in this  Release  shall  affect the  rights of the Hudson  Releasors,
solely in their  capacities as  shareholders  of Dime,  under any  derivative or
class  action  suits  brought  on behalf of Dime  shareholders  and in which the
Hudson Releasors are not active plaintiffs.

         15.2.  Dime and its past and/or  present  direct or  indirect  parents,
subsidiaries,  affiliates,  predecessors,  successors  and assigns,  and its and
their  officers,   directors,   shareholders,   employees,   administrators  and
attorneys,  but only in their respective  capacities as such (collectively,  the
"Dime  Releasors"),  hereby  release  and  discharge  Hudson and its past and/or
present  direct or indirect  parents,  subsidiaries,  affiliates,  predecessors,
successors and assigns,  and its and their  officers,  directors,  shareholders,
employees, administrators and attorneys, but only in their respective capacities
as such  (collectively,  the "Hudson  Releasees")  from all  actions,  causes of
action, suits, debts, dues, sums of money, accounts,  reckonings,  bonds, bills,
specialties,   covenants,  contracts,   controversies,   agreements,   promises,
variances,  trespasses,  damages,  judgments,  extents,  executions,  claims and
demands whatsoever, in law, admiralty,  equity,  bankruptcy or otherwise,  which
the Dime Releasors, or anyone claiming through or under any of them, ever had or
now have,  or may hereafter  have or acquire,  based upon,  related to,  arising
from, or connected in any way with the Merger Agreement; provided, however, that


                                      -18-

<PAGE>


nothing  contained in this Release shall affect or relieve the Hudson  Releasees
of their obligations under Sections 6.8 (excluding the first sentence  thereof),
6.10 (solely with respect to the initial press release regarding the termination
of the merger  agreement and the terms of this Agreement) and 6.12 of the Merger
Agreement  or  under  this  Termination,   Option  Cancellation  and  Settlement
Agreement.

         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its officers thereunto duly authorized,  all as of the
date first above written.

                                    HUDSON UNITED BANCORP

                                    By: /s/ Kenneth T. Neilson
                                        -----------------------------
                                        Kenneth T. Neilson
                                          Chairman, President and
                                          Chief Executive Officer

                                    DIME BANCORP, INC.

                                    By: /s/ Lawrence J. Toal
                                        -----------------------------
                                        Lawrence J. Toal
                                          Chairman, President and
                                          Chief Executive Officer


                                      -19-