EXHIBIT 4.3
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                    Trust Agreement between The Dime Savings
                        Bank of Williamsburgh and Marine
                      Midland Bank, made as of May 6, 1996.

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MARINE MIDLAND BANK                                         [GRAPHIC OMITTED]
















                                 TRUST AGREEMENT

                           401(K) EMPLOYER STOCK FUND





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                                 TRUST AGREEMENT


                  This AGREEMENT ("Agreement") has been made as of May 6, 1996,

between The Dime Savings Bank of Williamsburgh, a bank organized under the laws

of the State of New York with its principal place of business at 209 Havemeyer

Street, Brooklyn, New York 11211 ("Bank") and MARINE MIDLAND BANK, a bank

organized under the laws of the state of New York, with a principal place of

business at 250 Park Avenue, New York, New York 10177 ("Trustee").

                                   WITNESSETH:

                  WHEREAS, the Bank maintains The Dime Savings Bank of
Williamsburgh 401 (k) Savings Plan in RSI Retirement Trust ("Plan") for the
exclusive benefit of certain of its employees and their beneficiaries and the
assets of the Plan are invested by the Retirement System Group Inc.
in accordance with the Plan and the Agreement and Declaration of Trust of RSI
Retirement Trust ("RSI Trust"); and

                  WHEREAS, the Plan contemplates the establishment of one or
more trusts to hold, invest, and administer amounts contributed under the Plan,
and the Bank desires to permit participants in the Plan to invest all or a
portion of the amount attributable to contributions that are made on their
behalf under the Plan in an investment fund described in the Plan that will
invest primarily in common stock of Dime Community Bancorp, Inc.; and

                  WHEREAS, the Trustee has agreed to hold, invest and administer
the assets of the Plan that are held under this Trust Fund (as defined in
Section 1.01(g)) on the terms set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the Bank and the Trustee hereby agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01      SPECIFIC DEFINITIONS.

                  The following terms as used in this Agreement have the
meanings indicated unless the context requires otherwise:

                  (a) "Board" means the Board of Directors of the Bank.



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                  (b) "Committee" means the committee appointed by the Bank
under Section 3.01 of this Agreement.

                  (c) "ERISA" means the Employee Retirement Income Security Act
of 1974, as it has been and may be amended, and corresponding provisions of
future laws, as they may be amended.

                  (d) "Internal Revenue Code" means the Internal Revenue Code of
1986, as it has been and may be amended, and corresponding provisions of future
laws, as they may be amended.

                  (e) "Participant" means a person for whose benefit
contributions have been made to the Trust Fund under the Plan.

                  (f) "Participating Affiliate" means a subsidiary or affiliate
of the Company that has adopted the Plan with the Company's consent.

                  (g) "Prohibited Transaction" has the meaning of that term
under ERISA and the Internal Revenue Code.

                  (h) "Trust Fund" means the assets held under this Trust by the
Trustee, including contributions made under the Plan which are transferred to
the Trustee by the Bank, a predecessor or co-trustee and any income and
appreciation, and reinvestments attributable thereto.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

                  Section 2.01      Establishment of Trust.

                  The Bank hereby establishes with the Trustee a Trust for the
purpose of holding and administering the Trust Fund in accordance with this
Agreement. Such Trust shall continue for such time as may be necessary to
accomplish the purpose for which it was created, subject to the provisions of
Section 10.02.

                  Section 2.02      PURPOSES OF TRUST.

                  The Bank and the Trustee shall discharge their duties with
respect to the Trust Fund for, and the Trust Fund shall be used solely for and
not diverted from, the exclusive purpose of providing benefits to Participants
and their beneficiaries who are entitled to benefits under the Plan, other than
such part as is required to pay taxes and reasonable expenses of administering
the Plan.
Notwithstanding the preceding sentence, however, contributions may be returned
to the Bank by the Trustee at the direction of the Committee as hereinafter
provided, if the Committee certifies in writing to the Trustee that one or both
of the following circumstances exist and that the Plan permits such repayments:



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                  (a) If a contribution is made by the Bank by a mistake of
fact, the contribution may be returned to the Bank within one year after it was
paid to the Trustee;

                  (b) If a contribution is conditioned upon its deductibility
under Section 404 of the Internal Revenue Code, the contribution, to the extent
the deduction is disallowed by the Internal Revenue Service, may be returned to
the Bank within one year after the disallowance or, if such disallowance is
appealed to the courts, within one year after the date a court decision
upholding such disallowance becomes final.

For purposes of this Section, the word "contribution~ has the same meaning as it
does in Section 403(c) of ERISA.

                                   ARTICLE III

                                 ADMINISTRATION

                  Section 3.01      APPOINTMENT OF COMMITTEE.

                  The Bank shall appoint a Committee of one or more persons to
represent it and any Participating Affiliate in dealing with the Trustee under
this Agreement. The Secretary or assistant Secretary of the Bank shall promptly
give the Trustee a certified copy of each Board resolution appointing or
removing a member of the Committee or approving any action with respect to this
Agreement. Until it receives such written notice that a person is no longer a
member of the Committee, the Trustee shall be fully protected in assuming that
the person is still a member of the Committee. When the Secretary or Assistant
Secretary delivers to the Trustee a certified copy of a resolution of the Board
appointing a member of the Committee, he shall also deliver a specimen signature
of that member. The members of the Committee shall be "named fiduciaries" within
the meaning of Section 402(a) of ERISA with respect to the Plan and the Trust.
If at any time no members are currently serving as the Committee, or if no
Committee is appointed, the Board shall be deemed to be the Committee.

                  Section 3.02      ACTION OF THE COMMITTEE.

                  The Bank shall certify to the Trustee the names and specimen
signatures of the members of the Committee appointed by the Bank to give
directions to the Trustee. Such certification shall include directions as to the
number of signatures required for any communication or direction to the Trustee.
The Bank shall promptly give notice to the Trustee of changes in the membership
of the Committee. The Committee may also certify to the Trustee the name of any
person, together with a specimen signature of any such person, authorized to act
for it in relation to the Trustee. The Committee shall promptly give notice to
the Trustee of any change in any person authorized to act on behalf of it. For
all purposes under this Agreement, until any such notice is received by the
Trustee, the Trustee shall be fully protected in assuming that the membership of
the Committee and the authority of any person certified to act in its behalf
remain unchanged.

                  The Bank shall certify to the Trustee the name and specimen
signature of the Plan Administrator appointed by the Bank to administer the Plan
and give directions to the Trustee. Such


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certification shall include directions as to the number of signatures required
for any communication or direction to the Trustee. The Bank shall promptly give
notice to the Trustee of changes in the identity of the Plan Administrator. The
Plan Administrator may also certify to the Trustee the name of any person,
together with a specimen signature of any such person, authorized to act for the
Plan Administrator in relation to the Trustee. The Plan Administrator shall
promptly give notice to the Trustee of any change in any person authorized to
act on behalf of the Plan Administrator. For all purposes under this Agreement,
until any such notice is received by the Trustee, the Trustee shall be fully
protected in assuming that the identity of the Plan Administrator and the
authority of any person certified to act on the Plan Administrator's behalf
remain unchanged.

                  Section 3.03      DUTIES OF THE TRUSTEE.

                The Trustee shall have only those duties specifically assumed by
it in this Agreement. The Trustee shall have no responsibility to administer or
interpret the Plan, to enforce payment of any contributions to the Trust Fund,
or to see that the Trust Fund is adequate to meet liabilities under the Plan.
The Trustee shall be fully protected in acting upon any instrument, certificate
or paper reasonably believed by it to be genuine and to be signed or presented
by the proper person or persons, and the Trustee shall be under no duty to make
any investigation or inquiry as to any statement contained in any such writing
but may accept the same as conclusive evidence of the truth and accuracy of the
statements therein contained. Trustee shall not be liable for the proper
application of any part of the Trust Fund if payments are made in accordance
with the written directions of the Committee or the Plan Administrator as herein
provided. All persons dealing with the Trustee are released from inquiry into
the decision or authority of the Trustee and from seeing to the application of
any monies, securities or other property paid or delivered to the Trustee.

                  Section 3.04      TRUSTEE AS AGENT.

                  The Bank or anyone acting on its behalf may at any time employ
the Trustee in its corporate (and not its fiduciary) capacity, in addition to
its duties provided hereunder, as agent to perform any act, keep any records or
accounts, or make any computations required by the Bank or the Committee. Any
such agency relationship shall be established by a separate agreement between
the Bank and the Trustee and the existence of such arrangement shall not affect
its responsibilities as Trustee under this Agreement.

                                   ARTICLE IV

                                   INVESTMENTS

                  Section 4.01      GENERAL INVESTMENT OPERATIONS.

                  The Trust Fund shall be held by the Trustee and shall be
invested and reinvested as hereinafter provided in this Article IV, without
distinction between principal and income and without regard to the restrictions
of the laws of the State of New York, or of any other jurisdiction, relating to
the investment of trust funds.



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                  Section 4.02      INVESTMENT FUNDS.

                  (a) The Trustee shall establish and maintain an investment
fund, to be known as the Employer Stock Fund, which fund shall be invested in
shares of common stock of Dime Community Bancorp, Inc. ("Shares") and, only to
the extent provided in Section 4.07 or pending investment in Shares, in cash and
short-term investments.

                  (b) The Trustee shall establish and maintain, for the
investment of the Trust Fund, such separate investment funds in addition to the
Employer Stock Fund established pursuant to Section 4.02(a), (individually, the
Employer Stock Fund and such other investment funds are referred to herein as an
("Investment Fund"), as the Bank may request by written notice to the Trustee.

                  (c) To the extent directed to do so pursuant to Section 4.04,
the Trustee shall hold and invest amounts paid over to it pursuant to this
Agreement in such Investment Funds as shall have been established in accordance
with Section 4.02(a) and 4.02(b), and shall allocate mounts paid over to it
among the Investment Funds in the manner and in the proportion designated by the
Committee or such other person or entity selected by the Committee. The Trustee
shall also credit to each Investment Fund all earnings and appreciation
allocable thereto and shall charge against each such fund any depreciation,
losses, expenses, payments and distributions allocable thereto.

                  (d) The Trustee shall invest and reinvest amounts allocated to
each Investment Fund in accordance with such written investment criteria as
shall be established by the Committee and communicated in writing to the
Trustee. Notwithstanding any such investment criteria, the Trustee is authorized
to retain in an Investment Fund, for as long as it is deemed advisable by the
person responsible for directing the investment of the particular Investment
Fund, (i) any securities or other property received by means of a dividend,
distribution, exchange, conversion, liquidation or otherwise than by initial
purchase; and (ii) any investments which were authorized hereunder when made by
the Trustee.

                  Section 4.03      APPOINTMENT OF INVESTMENT MANAGER.

                  (a) The Committee may, in its discretion, appoint an
investment manager ("Investment Manager") to direct the investment and
reinvestment of all or any portion of the Trust Fund. Any such Investment
Manager shall either: (i) be registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Investment Advisers Act"); (ii) be
a bank, as defined in the Investment Advisers Act; or (ii) be an insurance
company qualified to perform investment services under the laws of more than one
state.

                  (b) The Committee shall give written notice to the Trustee of
the appointment of an Investment Manager pursuant to Section 4.03(a). Such
notice shall include: (i) a specification of the portion of the Trust Fund to
which the appointment applies; (ii) a certification by the Committee that the
Investment Manager satisfies the requirements of Section 4.03(a)(i), (ii) or
(iii); (iii) a copy of the instruments appointing the Investment Manager and
evidencing the Investment Manager's acceptance of the appointment; (iv)
directions as to the manner in which the Investment Manager is authorized to
give instructions to the Trustee, including the persons authorized to give
instructions and the number of signatures required for any written instruction;
(v) an acknowledgement by the


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Investment Manager that it is a fiduciary of the Plan; and (vi) if applicable, a
certificate evidencing the Investment Manager's current registration under the
Investment Advisers Act. For purposes of this Agreement, the appointment of an
Investment Manager pursuant to this Section 4.03 shall become effective as of
the effective date specified in such notice, or, if later, as of the date on
which the Trustee receives proper notice of such appointment.

                  (c) The Committee shall give written notice to the Trustee of
the resignation or removal of an Investment Manager previously appointed
pursuant to this Section 4.03. From and after the date on which the Trustee
receives such notice, or, if later, the effective date of the resignation or
removal specified in such notice, the Committee shall be responsible, in
accordance with this Section 4.03, for the investment and reinvestment of the
portion of the Trust Fund theretofore managed by such Investment Manager, until
such time as a successor Investment Manager has been duly appointed pursuant to
this Section 4.03.

                  Section 4.04      INVESTMENT DECISIONS.

                  (a) The Trustee shall invest and reinvest the Trust Fund as
follows:

                           (i) To the extent that any portion of the Trust Fund
         shall be allocated to an Investment Fund other than the Employer Stock
         Fund, such portion of the Trust fund shall be invested and reinvested:

                                    (A) by the Trustee, in its discretion; or

                                    (B) if an Investment Manager is appointed to
                  direct the investment of amounts allocated to such Investment
                  Fund, in accordance with the directions of such Investment
                  Manager; and

                           (ii) to the extent that any portion of the Trust Fund
         is allocated to the Employer Stock Fund, such portion of the Trust Fund
         shall be invested and reinvested in Shares at such prices and at such
         times as the Trustee, in its discretion, may determine.

The Trustee shall be under no duty or obligation to review any investment to be
acquired, held or disposed of pursuant to directions of the Committee, any
Investment Manager nor to make any recommendation with respect to the
disposition or continued retention of any such investment. To the extent that
the Trustee is subject to direction by the Committee or an Investment Manager,
or the Trustee is acting pursuant to Section 4.04(c), the Bank hereby agrees to
indemnify the Trustee and hold it harmless from and defend it against any claim
or liability which may be asserted against the Trustee by reason of any action
or inaction by it pursuant to a direction by the Committee or by an Investment
Manager or failing to act in the absence of any such direction.

                  (b) The Committee or an Investment Manager appointed pursuant
to Section 4.03 may, from time to time, issue orders for the purchase or sale of
securities directly to a broker. Written notification of the issuance of each
such order shall be given promptly to the Trustee by the Committee or the
Investment Manager, and the execution of each such order shall be confirmed by
written advice to the Trustee by the broker. Such notification shall be
authority for the Trustee to pay


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for securities purchased against receipt thereof and to deliver securities sold
against payment therefor, as the case may be.

                  (c) To the extent that neither the Committee nor an Investment
Manager furnishes directions as to the investment of any portion of the Trust
Fund that is subject to its direction, to the extent provided by ERISA, the
Trustee shall invest and reinvest the Trust Fund in any savings account, time or
other interest bearing deposit or in any other interest bearing obligation of
any one or more banks, savings banks, savings and loan associations and other
financial institutions, or any of them, including any subsidiary of the Bank,
or, subject to Section 4.06, in any commingled, collective, common or group
trust fund at least 75 % of the assets of which are invested in such savings
accounts, time or other interest bearing deposits or other interest beating
obligations.

                  Section 4.05      BROKERAGE.

                  The Trustee shall have the power and authority to be exercised
in its sole discretion at any time and from time to time to issue and place
orders for the purchase or sale of securities directly with qualified brokers or
dealers. Such orders may be placed with such qualified brokers and/or dealers
who also provide investment information or other research or statistical
services to the Trustee in its capacity as a fiduciary or investment manager for
other clients.

                  Section 4.06      INVESTMENT IN COLLECTIVE FUNDS.

                  The Trustee may from time to time temporarily transfer any
assets of the Trust Fund to, or withdraw the same from, any pooled investment
fund or group or collective trusts maintained by a bank or trust company (which
may be the Trustee or an affiliate of the Trustee) supervised by a state or
federal agency, which has been determined by the Internal Revenue Service to be
a qualified trust or fund exempt from federal income tax under Section 501(a) of
the Internal Revenue Code, and which has been established to permit separate
pension and profit sharing trusts qualified under Section 401(a) of the Internal
Revenue Code to pool some or all of their funds for investment purposes. To the
extent the Trust Fund is invested in such a pooled fund or group or collective
trust, the terms of the instrument establishing such pooled fund or group or
collective trust are made a part of this Agreement as fully as if set forth at
length herein. The commingling of assets of this Trust with assets of other
qualified participating trusts in such pooled funds or group or collective
trusts is specifically authorized.

                  Section 4.07      LIQUIDITY.

                  Notwithstanding any provision of this Article IV to the
contrary, the Trustee, in its sole discretion or as the Committee may request,
may retain uninvested cash or cash balances, and sell, to provide cash or cash
balances, such investments in whatever portion of the Trust Fund that it may
deem advisable without being required to pay interest thereon. Pending
investment, the Trustee, in its sole discretion, may temporarily invest any
funds held or received by it for investment in an investment fund established
hereunder in commercial paper or in obligations or, or guaranteed by, the United
States government or any of its agencies.



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                                    ARTICLE V

                                POWERS OF TRUSTEE

                  Section 5.01      SPECIFIC POWERS.

                  In addition to, and not in limitation of, the powers now, or
which may later become, vested in it by law or by other provisions of this
Agreement, but subject to Section 2.02, Section 4.04 and this Article V, the
Trustee is authorized and empowered:

                  (a) to purchase, receive or subscribe for Shares (for which
the Trustee shall pay no more than "adequate consideration,' as defined in
Section 3(18) of ERISA and shall pay no commission), other securities or other
property and to retain in trust such Shares, other securities or other property;

                  (b) to sell, exchange, redeem, transfer, and otherwise dispose
of, by private agreement or public auction, any property held in the Trust Fund;
and no person dealing with the Trustee need see to the application of the
consideration paid therefor or inquire into the validity, expediency, or
propriety of any such transaction;

                  (c) subject to the provisions of Article VII, to exercise
voting rights either in person, by limited or general power of attorney, or by
proxy, with respect to Shares and other stocks, securities or other property,
and generally to exercise with respect to Trust Fund assets all rights, powers,
and privileges that may be lawfully exercised by any person owning similar
property in his own right;

                  (d) subject to the provisions of Article VII, to exercise any
options, conversion rights, or rights to subscribe for additional Shares,
stocks, bonds or other securities appurtenant to any Shares, stocks, bonds or
other securities held by it, and to make any necessary payments in connection
with such exercise; to join in, dissent from, and oppose the reorganization,
consolidation, recapitalization, liquidation, merger, or sale, mortgage, pledge
or lease, of corporate property with respect to any corporations or property in
which it may be interested as Trustee; to deposit any property with any
protective, reorganization or similar committee, and to pay or agree to pay part
of the expenses and compensation of any committee and any assessments levied
with respect to property so deposited; and

                  (e) to compromise, compound, submit to arbitration or settle
any debt or obligation owing to or from it as Trustee; to reduce or increase the
rate of interest on extension, or otherwise modify, foreclose upon default, or
otherwise enforce any such obligation.

In exercising such powers with respect to any portion of the Trust Fund that is
invested in the discretion of the Trustee or pursuant to Section 4.04(c), the
Trustee shall act in its discretion. In exercising such powers with respect to
directions of the Committee or of an Investment Manager, the Trustee shall act
in accordance with directions provided by the Committee or Investment Manager.
The Trustee shall be under no duty or obligation to review any action to be
taken, nor to recommend any action, pursuant to this Section 5.01 with respect
to any portion of the Trust Fund


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that is under the direction of the Committee or an Investment Manager. The
Trustee shall have no liability of responsibility for, and the Bank agrees to
indemnify the Trustee and hold it harmless from and defend it against any claim
or liability which may be asserted against the Trustee by reason of, its actions
or inaction pursuant to the direction of, or its failure to act in the absence
of directions from, the Committee, the Plan Administrator or an Investment
Manager, except to the extent provided in Section 8.06.

                  Section 5.02      DISCRETIONARY POWERS.

                  In addition to and not by way of limitation of any other
powers conferred upon the Trustee by law or other provisions of this Agreement,
but subject to Section 2.02 and this Article V, the Trustee is authorized and
empowered, in its discretion:

                  (a) to sue or defend suits or legal proceedings to protect or
enforce any interest in the Trust and to represent the Trust in all suits or
legal proceedings in any court or before any other administrative agency, body
or tribunal, where it is advised by counsel that such action is required by
applicable law;

                  (b) to organize corporations and/or partnerships or
established ancillary or subsidiary trusts under the laws of any jurisdiction
for the purpose of holding title to any property held in the Trust Fund;

                  (c) to borrow, subject to the provisions of Article VI and
ERISA, for the purpose of the Trust from any person or persons, and for any sums
so borrowed to issue its promissory note as Trustee and to secure the repayment
thereof by pledging all or any part of the assets of the Trust fund; no person
lending money to the Trustee shall be required to see to the application of the
money lent or to inquire into the validity, expediency, or propriety of any such
borrowing;

                  (d) to hold part of the Trust Fund uninvested in cash or cash
balances for liquidity purposes and not be required to pay interest thereon;

                  (e) to hold any property at any place, except that it shall
not maintain the indicia of ownership of any assets of the Trust Fund outside
the jurisdiction of the district courts of the United States except as permitted
by regulations issued by the Secretary of Labor of the United States under
Section 404(b) or ERISA.

                  (f) to make, sign, acknowledge, and deliver deeds, leases,
assignments, and other instruments;

                  (g) to cause any property to be registered in the name of its
nominee, or to hold any such property in such form that it will pass by delivery
and, in accordance with Sections 11-1.8 and 11-1.9 of the Estates, Powers and
Trusts Law of the State of New York, to deposit or arrange for the deposit of
any securities held by it with the Federal Reserve Bank of New York or in a
clearing corporation (as defined in the New York State Uniform Commercial Code);
provided, however, that the records of the Trustee shall at ail times show that
any such property held or registered in the name of another is part of the Trust
Fund;


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                  (h) to employ legal counsel, brokers, and other advisors,
agents, or employees to perform services for the Trust fund or to advise it with
respect to its duties and obligations under this Agreement and in connection
with the Trust, and to pay to them from the Trust Fund such compensation as it
deems appropriate; and

                  (i) generally to do all acts, whether or not expressly
authorized, which the Trustee may deem necessary or desirable for the protection
of the Trust Fund.

                                   ARTICLE VI

                        PAYMENTS OF BENEFITS AND EXPENSES

                  Section 6.01      AUTHORIZATION BY PLAN ADMINISTRATOR.

                  The Trustee shall pay benefits and administrative expenses
under the Plan, or transfer funds to any other trust fund established under the
Plan or make direct transfers to other tax qualified plans, only when it
receives (and in accordance with) written instructions of the Plan Administrator
indicating the amount of the payment and the name and address of the recipient.
The Trustee need not inquire into whether any payment the Plan Administrator
instructs it to make is consistent with the terms of the Plan or applicable law
or otherwise proper. Any payment made by the Trustee in accordance with such
instructions shall be a complete discharge and acquittance to the Trustee. If
the Plan Administrator advises the Trustee that benefits have become payable
with respect to a Participant's interest in the Trust Fund but does not instruct
the Trustee as to the manner of payment, the Trustee shall hold the
Participant's interest in the Trust until it receives written instructions from
the Plan administrator as to the manner of payment. The Trustee shall not pay
benefits from the Trust Fund without such instructions, even though it may be
informed from other sources, including, without limitation, a Participant or
beneficiary, that benefits are payable under the Plan. The Trustee shall have no
responsibility to determine when, to whom, or in what amount benefits and
expenses are payable under the Plan. If the Plan Administrator so directs, the
Trustee shall segregate amounts payable with respect to the interest in the Plan
of any Participant and administer them separately from the rest of the Trust
Fund in accordance with the Plan Administrator's instructions. The Plan
Administrator shall certify to the Trustee that any such instructions are
consistent with the Plan.

                  Section 6.02      REPRESENTATIONS BY THE PLAN ADMINISTRATOR.

                  The Trustee may require the Plan Administrator to certify in
writing that any payment of benefits or expenses it instructs the Trustee to
make pursuant to Section 6.01 is: (a) in accordance with the terms of the Plan,
and/or (b) one which the Plan Administrator is authorized by the Plan and any
other applicable instruments to direct, and/or (c) made for the exclusive
purpose of providing benefits to Participants and their beneficiaries, or
defraying reasonable expenses of Plan administration, and/or (d) not made to a
party in interest, within the meaning of Section 3(14) of ERISA or a
disqualified person, within the meaning of Section 4975 of the Internal Revenue
Code, and/or (e) not a Prohibited Transaction. If the Trustee requests,
instructions to pay benefits shall be made by the Plan Administrator on forms
prepared by the Trustee that include any or ail of the above representations.
The Trustee shall be fully protected in relying on the truth of any such
representation


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by the Plan Administrator and shall have no duty to investigate whether such
representations are correct or to see to the application of any amounts paid to
the recipient. The Bank shall indemnify the Trustee and hold it harmless from
any liability resulting from acts or omissions taken in reliance on such
representations.

                  Section 6.03      FORM OF PAYMENT.

                  Payments of money by the Trustee for any benefit or expense
under the Plan may be made by, when applicable, mailing its check for the amount
thereof to the person designated by the Committee as entitled to receive such
payment to such address as may have been last furnished to the Trustee by the
Committee. If no such address has been furnished, benefits or expenses may be
mailed by the Trustee to such person in care of the Committee or the Bank. To
the extent permitted under the Plan, distributions of Shares shall be made by
causing Dime Community Bancorp, Inc., or its transfer agent, to issue to the
distributee a stock certificate evidencing ownership of the designated number of
Shares. To the extent that any distribution of Shares to any person requires the
registration of such Shares under the securities or blue sky laws of the United
States or any state, or otherwise requires any governmental approvals, the Bank
shall undertake to complete such registration or obtain such approvals at its
sole expense.

                  Section 6.04      FEES AND EXPENSES OF TRUSTEE.

                  The Trustee shall receive as reasonable compensation for its
services as Trustee such amounts as may, from time to time, be agreed upon in
writing between the Bank and the Trustee. Such fees and expenses may be charged
directly to the Trust Fund unless paid by the Bank. The Trustee shall have a
lien against the Trust Fund for the unpaid amount of any fees and disbursements
due it and, in its discretion, may withdraw the same from the Trust Fund.

                  Section 6.05      TAXES.

                  All taxes that may be levied or assessed upon or in respect of
the Trust Fund shall be paid from the Trust Fund. The Trustee shall notify the
Committee of any proposed or final assessments of taxes and may assume that any
such taxes are lawfully levied or assessed unless the Committee advises it in
writing to the contrary within fifteen (15) days after receiving the above
notice from the Trustee. In such case, the Trustee, if requested by the
Committee in writing, shall contest the validity of such taxes in any manner
deemed appropriate by the Committee; the Bank may itself contest the validity of
any such taxes, in which case the Committee shall so notify the Trustee and the
Trustee shall have no responsibility or liability respecting such contest. If
either party to this Agreement contests any such proposed levy or assessments,
the other party shall provide such information and cooperation as the party
conducting the contest shall reasonably request.



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                                   ARTICLE VII

                         VOTING RIGHTS AND TENDER OFFERS

                  Section 7.01      EXERCISE OF VOTING RIGHTS.

                  Except to the extent otherwise required by law, the Committee
shall, in accordance with the terms of the Plan, direct the Trustee as to the
manner of exercise of all voting rights appurtenant to Shares held in the
Employer Stock Fund. To the extent permitted by applicable law, the Trustee
shall act in accordance with the directions that it receives from the Committee
for each matter as to which voting fights are to be exercised. If,
notwithstanding the first sentence of this Section 7.01, the Committee does not
provide the Trustee with directions, then to the extent permitted by applicable
law, the Trustee shall exercise the voting fights appurtenant to Shares held in
the Employer Stock Fund in its discretion. The Trustee shall have no discretion
over or responsibility or liability for its actions taken in accordance with the
Committee's directions. The Bank hereby agrees to indemnify the Trustee and hold
it harmless from and defend it against any claim asserted against or liability
imposed on the Trustee by reason of its having acted on any direction given by
the Committee in accordance with this Section 7.01.

                  Section 7.02    RESPONSE TO TENDER OFFERS AND SIMILAR EVENTS.

                  Except to the extent otherwise required by law, the Committee
shall, in accordance with the terms of the Plan, direct the Trustee as to the
manner of exercise of any fights to tender Shares held in the Employer Stock
Fund or otherwise act in response to any tender offer with respect to Shares or
any other offer to purchase, exchange, redeem or otherwise transfer such Shares.
To the extent permitted by applicable law, the Trustee shall act in accordance
with the directions that it receives from the Committee for each matter as to
which such fights are to be exercised. If, notwithstanding the first sentence of
this Section 7.02, the Committee does not provide the Trustee with directions,
then to the extent permitted by applicable law, the Trustee shall take any
action in response to such an offer in its discretion. The Trustee shall have no
discretion over or responsibility or liability for its actions taken in
accordance with the Committee's directions. The Bank hereby agrees to indemnify
the Trustee and hold it harmless from and defend it against any claim asserted
against or liability imposed on the Trustee by reason of its having acted on any
direction given by the Committee in accordance with this Section 7.02 or failing
to act in the absence of any such direction.

                                  ARTICLE VIII

                            LIABILITY OF THE TRUSTEE

                  Section 8.01      CONTRIBUTIONS.

                  The Trustee shall not be responsible for computing or
collecting contributions due under the Plan.



                                       12

<PAGE>



                  Section 8.02      CLAIMS LIMITED TO THE TRUST FUND.

                  The Trustee in its individual or corporate capacity shall not
be liable for claims of any persons in any manner regarding the Plan; such
claims shall be limited to the Trust Fund. The Trustee shall not be liable to
make distributions or payments of any kind unless sufficient funds are available
therefor in the Trust Fund. The Trustee shall be responsible only for such money
and other property as are received by it as Trustee under this Agreement.

                  Section 8.03      RETENTION OF ADVISORS.

                  The Trustee may consult legal counsel and other professional
advisors who may, but need not, be its counsel or advisors or counsel or
advisors to the Bank, the Committee, or any Participant or beneficiary, with
respect to the meaning and construction of this Agreement or its powers,
obligations, and conduct hereunder.

The Trustee shall be entitled to reasonable reimbursement from the Trust Fund
for such legal counsel's and other professional advisors' fees. The Trustee
shall not be deemed imprudent solely by reason of its taking or refraining from
taking any action in accordance with the opinion of counsel.

                  Section 8.04      QUALIFICATION OF PLAN AND TRUST.

                  The Trustee shall be fully protected in assuming that the Plan
and Trust meet the requirements of Sections 401 and 501 of the Internal Revenue
Code and all the applicable provisions of ERISA unless it is advised to the
contrary in writing by the Committee or a governmental agency.

                  Section 8.05      GENERAL DUTIES OF TRUSTEE.

                  The Trustee shall discharge its duties hereunder with the
care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims. The Trustee shall not be liable for any loss sustained by the Trust Fund
by reason of the purchase, retention, sale or exchange of any investment in good
faith and in accordance with the provisions of this Agreement and any applicable
law. The Trustee's duties and obligations shall be limited to those expressly
imposed upon it by this Agreement notwithstanding any reference herein to the
Plan.

                  Section 8.06      NO LIABILITY FOR ACTS OF OTHERS.

                  (a) Subject to Section 8.06(b), no "fiduciary" (as such term
is defined in Section 3(21) of ERISA) under this Agreement shall be liable for
an act or omission of another person in carrying out any fiduciary
responsibility where such fiduciary responsibility is allocated to such other
person by this Agreement or pursuant to a procedure established in this
Agreement except to the extent that:



                                       13

<PAGE>



                           (i) such fiduciary participated knowingly in, or
         knowingly undertook to conceal, an act or omission of such other
         person, knowing such act or omission to be a breach of fiduciary
         responsibility;

                           (ii) such fiduciary, by his failure to comply with
         Section 404(a)(1) of ERISA in the administration of his specific
         responsibilities which give rise to his status as a fiduciary, has
         enabled such other person to commit a breach of fiduciary,
         responsibility; or

                           (iii) such fiduciary has knowledge of a breach of
         fiduciary responsibility by such other person, unless he makes
         reasonable efforts under the circumstances to remedy the breach.

                  (b) Except as required by applicable law, the Trustee shall
have no liability or responsibility for an act or omission of an Investment
Manager appointed pursuant to Section 4.03 in carrying out its fiduciary
responsibilities with respect to the Plan and no obligation to invest or
otherwise manage any asset of the Plan which is subject to the management of
such Investment Manager unless the Trustee: (i) by its failure to comply with
Section 404(a)(1) of ERISA in the administration of its specific
responsibilities which give rise to its status as a fiduciary, has enabled such
Investment Manager to commit a breach of fiduciary responsibility; or (ii)
participated knowingly in, or knowingly undertook to conceal, an act or omission
of such Investment Manager, knowing such act or omission to be a breach of
fiduciary responsibility. :

                  Section 8.07      INDEMNIFICATION.

                  (a) Subject to the relevant provisions of ERISA, the Bank
hereby agrees to discharge, indemnify and hold Marine Midland Bank ("Marine"),
and its directors, officers and employees, (hereinafter collectively referred to
as the ("Indemnitees") harmless from and against:

                           (i) any and all reasonable costs and expenses
         incurred by Marine in the enforcement of this Section 8.07 including,
         but not limited to, reasonable attorneys' fees and expenses and court
         costs; and

                           (ii) any and all losses, claims, damages, expenses,
         or liabilities (including, but not limited to, court costs, judgments,
         fines, excise taxes, time charged for personnel time of Marine related
         to litigation and the aggregate amount paid in reasonable settlement of
         any actions, suits, proceedings, or claims) (hereinafter referred to as
         "Losses") incurred by any one or more of the Indemnitees in connection
         with actions, proceedings, or suits of any kind or nature whatsoever,
         whether civil under any statue or common law or otherwise, criminal,
         administrative or investigative arising from or in any way related to
         actions taken, or omitted to be taken, by one or more of the
         Indemnitees in connection with the engagement of Marine as Trustee of
         the Trust, including, but not limited to, any actions taken or omitted
         to be taken pursuant to directions or requests of the Bank, the Plan
         Administrator, the Committee, the Plan's Investment Manager, or their
         duly authorized agent or agents (such indemnification shall also
         include reasonable fees and expenses of Marine's legal counsel and
         financial advisors ("Litigation Expenses") which shall be paid within
         thirty (30) days of the date


                                       14

<PAGE>



         billed); provided, however, that, if a Loss results from the gross
         negligence or willful misconduct of one or more Indemnitees, the Bank
         shall not be obligated to pay Marine's Litigation Expenses.
         Notwithstanding the foregoing, the provisions of this Section 8.07
         (other than this sentence and the last sentence of this Section
         8.07(a)) shall not apply to the extent that any Loss results from the
         gross negligence or willful misconduct of one or more Indemnitees, in
         which case Marine shall reimburse the Bank for any Litigation Expenses
         and/or Losses paid by the Bank hereunder.

                  (b) If notice of any action, claim, investigation or
proceeding(hereinafter collectively referred to as "Proceeding") is received by
one or more Indemnitees in respect to which indemnity may be sought against the
Bank hereunder, such Indemnitee or Indemnitees shall promptly notify the Bank,
in writing in no event later than thirty (30) days of the commencement thereof,
but the omission to so notify the Bank shall not relieve the Bank from any
liability to any one or more Indemnitees hereunder, except to the extent that
such failure shall have actually prejudiced the defense of such action. The
Bank, upon written notice to the Indemnitees within fifteen (15) days after
receiving notice of commencement of the Proceeding, will be entitled to
participate in any such Proceeding and to the extent that it may wish, assume
the defense of the Proceeding with counsel reasonably satisfactory to the
Indemnitees. After notice from the Bank to the Indemnitees of its election to
assume the defense of any Proceeding, the Bank will pay all costs of defense of
such Proceeding of every kind whatsoever. The Bank shall pay the Indemnitees'
reasonable costs of investigation, of testifying in any hearing, of responding
to discovery proceedings, or of consulting with the Bank or the Bank's
attorneys. Indemnitees shall have the right to employ their own counsel in any
Proceeding and the fees and expenses of such counsel shall be paid by the Bank,
as they are incurred, if: (i) Indemnitees have been advised by such counsel that
there may be one or more legal defenses available to them which are different
from or additional to defenses that are available to the Bank (in which case the
Bank shall not have the right to assume the defense of the Proceeding on behalf
of Indemnitees);

                           (ii) the Bank has not assumed the defense of the
         Preceding and employed counsel satisfactory to Indemnitees within
         fifteen (15) days after notice of commencement of the Proceeding; (iii)
         the employment of such counsel is satisfactory to the Bank and has been
         authorized by the Bank in connection with the defense of the
         Proceeding; or (iv) Indemnitees have been reasonably informed by such
         counsel that a conflict exists with counsel selected by the Bank.

                  (c) Neither termination, nor completion of the engagement of
Marine or Indemnitees shall affect the provisions of this Section 8.07, which
shall nevertheless remain operative and in full force and effect. The Bank
hereby agrees that, in the event a Court holds that any payment or award of
indemnification under the provisions of this Section 8.07 shall be unavailable
to any one or more of the Indemnitees from the Bank for any reason, the Bank
shall contribute to the aggregate Loss such amount as shall reflect the relative
fault of the Bank.

                  (d) The provisions of this Section 8.07 shall be binding upon
and inure to the benefit of the assigns, successors and legal representatives of
the parties hereto.



                                       15

<PAGE>



                  (e) The parties agree that this Section 8.07 shall apply from
the date Marine becomes Trustee of the Trust and shall remain in full force and
effect with regard to any matters covered hereunder, irrespective of whether
Marine is then serving as Trustee of the Trust.

                  (f) The parties agree that, in the event a Court holds that
any part of this Section 8.07 is invalid or unenforceable, the remaining
provisions of this Section 8.07 shall remain in full force and effect as if the
provisions held invalid or unenforceable were never a part thereof.

                  Section 8.08      COMMUNICATIONS.

                  Communications to the Trustee shall be sent to the Trustee's
principal office as stated in the preamble to this Agreement, to the attention
of its Trust Department, or to such other address as the Trustee shall indicate
in a written instrument delivered to the Committee.

Communication to the Committee, the Plan Administrator, the Bank or the Board
shall be sent to the Bank's principal office as stated in the preamble to this
Agreement, or to such other address as the Committee shall specify in a written
instrument delivered to the Trustee. Communications shall be deemed to have been
given at the time given personally, or by overnight courier or five (5) days
after mailing, postage prepaid, by registered or certified mail, or the day sent
by facsimile transmission.

                  Section 8.09      PROOF OF MATTERS.

                  Whenever the Trustee shall deem it desirable for a matter to
be proved or established before taking, permitting, or omitting any act, the
matter (unless other evidence in respect thereof is specifically prescribed in
this Agreement) may be deemed to be conclusively established by a certification
signed by any two members of the Committee (or by the member of the Committee if
the Committee has only one member) and delivered to the Trustee, and the Trustee
shall be fully protected in relying on such an instrument.

                  Section 8.10      PARTY IN INTEREST INFORMATION.

                  The Bank shall provide the Trustee with such information
concerning the relationship between any person or organization and the Plan as
the Trustee reasonably requests in order to determine whether such person or
organization is a party in interest with respect to the Plan within the meaning
of Section 3(14) of ERISA or a disqualified person with respect to the Plan
within the meaning of section 4975 of the Internal Revenue Code.

                  Section 8.11      DISPUTES.

                  If a dispute arises as to the payment of any funds or delivery
of any assets by the Trustee, the Trustee may withhold such payment or delivery
until the dispute is determined by a court of competent jurisdiction or finally
settled in writing by the parties concerned.



                                       16

<PAGE>



                                   ARTICLE IX

                            ACCOUNTING OF THE TRUSTEE

                  Section 9.01      KEEPING OF ACCOUNTS.

                  The Trustee shall keep accurate and detailed accounts of all
investments, reinvestments, receipts and disbursements and all other records of
all its transactions under this Agreement. These Accounts, books and records
shall be open to inspection during regular business hours of the Trustee by the
Committee or the Plan Administrator or any person or persons designated by the
Committee or the Plan Administrator in a written instrument fried with the
Trustee. The Trustee need not keep records of the interests in the Trust Fund of
individual Participants and beneficiaries unless it agrees with the Committee or
the Bank to keep such records under a separate agreement adopted under Section
3.05 of this Agreement.

                  Section 9.02      RENDERING OF ACCOUNTS.

                  Within ninety (90) days after the close of each fiscal year of
the Plan, the Trustee's removal or resignation as Trustee hereunder, or the
termination of the Plan or this Agreement, the Trustee shall file with the
Committee an account setting forth all its transactions (including all receipts
and disbursements) under the Agreement during such year, or during the period
from the close of the last preceding fiscal year of the Plan to the effective
date of its removal or resignation or the termination of the Plan or this
Agreement, and showing property (including its cost and fair market value) held
by it hereunder at the end of such accounting period. The Trustee shall certify
in writing that the information in the accounting is accurate. The Committee and
the Trustee may agree in writing that similar accounts will be prepared by the
Trustee and filed with the Committee at more frequent intervals. No person or
persons (including, without limitation, the Bank, the Board, and the Committee)
shall be entitled to any further or different accounting by the Trustee, except
as may be required by law.

                  Section 9.03      DISCHARGE OF TRUSTEE.

                  Ninety (90) days after the filing of any account with the
Committee under Section 9.02, the Trustee shall be forever released and
discharged from any liability or accountability to anyone with respect to the
transactions shown or reflected on the account, except with respect to any acts
or transactions as to which the Committee, within such ninety-day period, files
written objections with the Trustee. The written approval of the Committee of
any account filed by the Trustee, or the Committee's failure to file written
objections within ninety (90) days, shall be a settlement of such account as
against all persons, and shall forever release and discharge the Trustee from
any liability or accountability to anyone with respect to the transactions shown
or reflected on such account.

If a statement of objections is filed by the Committee and the Committee is
satisfied that its objections should be withdrawn or if the account is adjusted
to its satisfaction, the Committee shall indicate its approval of the account in
a written statement filed with the Trustee and the Trustee shall be forever
released and discharged from all liability and accountability to anyone in
accordance with


                                       17

<PAGE>



the immediately preceding sentence. If an objection is not settled by the
Committee and the Trustee, the Trustee, the Bank or the Committee may start a
proceeding for a judicial settlement of the account in any court of competent
jurisdiction; the only parties that need be joined in such a proceeding are the
Trustee, the Committee, the Bank, and any other parties whose participation is
required by law.

                  Section 9.04      RIGHT TO JUDICIAL SETTLEMENT.

                  Nothing in this Agreement shall prevent the Trustee, the Bank
or the Committee from having the Trustee's account settled by a Court at any
time. The only parties that need be joined in any such proceeding are the Bank,
the Committee, the Trustee, and any other parties whose participation is
required by law.

                                    ARTICLE X

                     REMOVAL AND RESIGNATION OF THE TRUSTEE

                  Section 10.01     REMOVAL OR RESIGNATION.

                  The Trustee may resign as Trustee under this Agreement at any
time by a written instrument delivered to the Committee giving notice of such
resignation, which shall be effective sixty (60) days after receipt or at such
other time as is agreed by the Committee and the Trustee. The Trustee may be
removed at any time by the Board by a written resolution, certified by the
Secretary or Assistant Secretary of the Bank and delivered to the Trustee, which
shall be effective sixty (60) days after receipt or at such other time as is
agreed between the Committee and the Trustee.

                  Section 10.02     SUCCESSOR TRUSTEE.

                  If a vacancy in the office of trustee of the Trust occurs, the
Board shall appoint a successor trustee and shall deliver to the Trustee copies
of (a) a written instrument executed by the Bank appointing such successor, and
Co) a written instrument executed by the successor in which it accepts such
appointment. Such instruments shall indicate their effective dates. The
instrument of appointment shall be accompanied by certified copies of
resolutions of the Board authorizing its adoption. Any such successor trustee or
trustees shall have all the powers and duties of the original trustee.

                  Section 10.03     DELIVERY OF TRUST FUND.

                  If the Trustee resigns or is removed, it shall deliver any
assets of the Trust Fund in its possession to a successor trustee as soon as it
reasonably practicable after the settlement of its account or at such earlier
time as shall be agreed on by the Bank, the Trustee, and the successor trustee.
The Trustee may, however, reserve such amount of cash or property as it deems
advisable for payment of its fees and expenses in connection with its
administration of the Trust or the settlement of its account or for payment of
all taxes that may be assessed on or in respect of the Trust Fund or the income
thereof for the period before its removal or resignation. The Trustee shall pay
over to the successor trustee any balance of such reserve remaining after the
payment of such fees,


                                       18

<PAGE>



expenses, and taxes. The delivery of assets of the Trust Fund to the successor
trustee shall not be deemed a waiver by the Trustee of any lien or claim it may
have on the Trust Fund for its fees or expenses.

                                   ARTICLE XI

                            AMENDMENT AND TERMINATION

                  Section 11.01     AMENDMENT.

                  This Agreement may be amended at any time and from time to
time by a written instrument signed by the Trustee and the Bank. The instrument
of amendment must be approved by the Board and the Committee shall deliver to
the Trustee a certified copy of resolutions adopted by the Board authorizing its
adoption. The Bank shall certify to the Trustee that the amendment does not
permit any part of the Trust Fund to be used for or diverted to purposes other
than the exclusive benefit of Participants and their beneficiaries or the
payment of reasonable expenses of administering the Plan and Trust, subject to
Section 2.02. The instrument of amendment shall specify its effective date and
amendments may be made effective retroactively.


                  Section 11.02     TERMINATION.

                  If the Committee certifies to the Trustee that the Plan is or
has been terminated, the Trustee shall hold and/or dispose of the Trust Fund in
accordance with the Committee' written instructions, subject to the Trustee's
right to receive a written or judicial settlement of its account and such
evidence of governmental approval as it shall, in its sole discretion, require.
The Committee shall certify in writing to the Trustee that the disposition
directed: (a) does not result in any part of the Trust Fund being used for or
diverted to purposes other than the exclusive benefit of Participants and their
beneficiaries and the payment of reasonable expenses of administering the Plan
and Trust, subject to Section 2.02, (13) is in accordance with ERISA and any
other applicable laws, and (c) does not result in a Prohibited Transaction. The
Trustee may, however, reserve such amount of cash or property as it deems
advisable for payment of its fees and expenses in connection with its
administration of the Trust or the settlement of its account or for payment of
taxes that may be assessed on or in respect of the Trust or the income thereof.

                                   ARTICLE XII

                                  MISCELLANEOUS

                  Section 12.01     MERGER OF TRUSTEE.

                  Any corporation into which the Trustee is merged or with which
it is consolidated, or any corporation resulting from a merger, reorganization,
or consolidation, to which the Trustee is a party, or any corporation to which
all or substantially all the trust business of the Trustee is transferred shall
become the successor trustee under this Agreement without the execution or
filing of any further instrument or the performance of any further act.


                                       19

<PAGE>



                  Section 12.02     AFFILIATED COMPANIES.

                  (a) Any Participating Affiliate which adopts the Plan in
accordance with its terms may, with the written consent of the Trustee and Bank,
become a party to this Agreement as an "Affiliated Company" by delivering a
certified copy of a resolution of its board of directors to the effect that it
agrees to adopt the Plan, to become a party to this Agreement and to be bound by
all the terms and conditions of the Plan and this Agreement, as then in effect
and as it may thereafter be amended. The Bank shall have the sole authority to
enforce this Agreement on behalf of any such Affiliated Bank and the Trustee
need not deal with any Affiliated Company except by dealing with the Bank or the
Committee as its agent. The Trustee shall invest and administer the Trust Fund
as a single fund for investment and accounting purposes without identification
or allocation among the Bank and any Affiliated Companies or to any employee or
group of employees or their beneficiaries, unless he Trustee, the Bank, and the
Affiliated Companies concerned agree in writing to segregate funds.

                  (b) Any Affiliated Company may cease to be a party to this
Agreement by delivering to the Trustee a certified copy of a resolution of its
board of directors terminating its participation in the Plan or this Agreement.
In such case, or in the event of the merger, consolidation, sale of property or
stock, separation, reorganization or liquidation of any Affiliated Company, the
Trustee, until directed otherwise by the Committee, shall continue to hold, in
accordance with the provisions of this Agreement, that portion of the Trust Fund
which it is advised by the Committee is attributable to the participation in the
Plan of the employees and their beneficiaries affected by such termination or by
such transaction.

                  Section 12.03     ALIENATION OF TRUST FUND.

                  No right or claim in or to the Trust Fund or any assets
thereof shall be assignable or subject to garnishment, attachment, execution, or
levy of any kind except as otherwise provided under Section 414(p) of the
Internal Revenue Code and Section 206(d)(3) of ERISA; any attempt to transfer,
assign, or pledge the same shall be void and shall not be recognized by the
Trustee except to such extent as may be legally required.

                  Section 12.04     APPLICABLE LAW.

                  This Agreement shall be administered, construed, and enforced
in accordance with applicable federal law (including, but not limited to, the
fiduciary requirements of Part 4 of Title I of ERISA) and, to the extent not
preempted by federal law, the laws of the State of New York.

                  Section 12.05     HEADINGS NOT PART OF THE AGREEMENT.

                  (a) Headings of Articles and Sections are inserted for
convenience of reference. They are not part of this Agreement and shall not be
considered in construing it.



                                       20

<PAGE>



                  Section 12.06     MULTIPLE COPIES.

                  This Agreement may be executed in any number of counterparts,
each of which shall be considered an original even though no others are
produced.

                  IN WITNESS WHEREOF, the Bank and the Trustee have caused this
Agreement to be executed by their duly authorized officers and their respective
corporate seals to be hereunto affixed as of the day and the year first above
written.


                                        The Dime Savings Bank of Williamsburgh


                                        By:  /s/ Vincent F. Palagiano
                                             ------------------------
                                             Vincent F. Palagiano
                                             Chairman/President/CEO


Attest:


By:  /s/ Michael P. Devine
     ------------------------------
         Michael P. Devine
         Secretary




                                        Marine Midland Bank


                                        By:   /s/ James Esposito
                                             ------------------------
                                              James Esposito
                                              Vice President


Attest:


By:      /s/
        ------------------------
         Vice President


                                       21

<PAGE>


STATE OF NEW YORK    )
                     )
COUNTY OF KINGS      )


                  On this 6th day of May, 1996, before me, the subscriber,
personally appeared Vincent F. Palagiano to me known, who, being by me duly
sworn, did depose and say he resides at 44 Direnzo Ct., Staten Island, NY 10309,
President & CEO of The Dime Savings Bank of Williamsburgh, the savings bank
described in and which executed the foregoing instrument; that he knows the seal
of said savings bank; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said savings
bank; and that he signed his name thereto by like order.


                                             /s/ Juliet S. Wright
                                             ------------------------
                                             Notary Public

                                                      JULIET S. WRIGHT
                                              NOTARY PUBLIC, STATE OF NEW YORK
                                                      NO. 01WR5013130
                                                 QUALIFIED IN QUEENS COUNTY
                                              COMMISSION EXPIRES JULY 15, 1997

STATE OF NEW YORK      )
                       )
COUNTY OF NEW YORK     )


                  On this 10th day of May, 1996, before me, the subscriber,
personally appeared James Esposito to me known, who, being by me duly sworn, did
depose and say that he resides at Wheeler Dr., Staten Island, NY and is a Vice
President of MARINE MIDLAND BANK, the corporation described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation; and that he
signed his name thereto by like order.


                                             /s/ Richard A. Glover
                                             ------------------------
                                                 Notary Public

                                                     RICHARD A. GLOVER
                                              NOTARY PUBLIC, STATE OF NEW YORK
                                                        NO. 4974043
                                                QUALIFIED IN SUFFOLK COUNTY
                                            COMMISSION EXPIRES NOVEMBER 6, 1996



                                       22