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                                                                     Exhibit 4.1

                       Amendment to the Dime Bancorp, Inc.
                            1991 Stock Incentive Plan

                         Effective as of April 20, 2001


            The Dime Bancorp, Inc. 1991 Stock Incentive Plan (the "Plan") is
hereby amended in the following particulars:

            1. Section 3.2(i) of the Plan is amended to add the word "and"
following the semi-colon at the end thereof.

            2. Section 3.2(j) of the Plan is amended to read in full as follows:

                  "(j) to amend or otherwise modify, prospectively or
            retroactively, the terms of any award; provided, however, that no
            amendment or modification shall impair the rights of the award
            holders without his or her consent, and provided further, that no
            such amendment or modification of a Stock Option may reduce the
            option exercise price after the date of grant of the option nor may
            any Stock Option or other stock option granted under any other
            stock-based incentive plan maintained by Bancorp or any of its
            subsidiaries be cancelled and replaced with a new Stock Option award
            at a lower option exercise price (except to the extent the reduction
            of the option exercise price or the cancellation of a Stock Option
            or other stock option and the replacement of such cancelled option
            with a new Stock Option award at a lower option exercise price is
            permitted pursuant to Section 4.3)."

            3. Section 3.2(k) of the Plan is deleted in its entirety.

            4. The first sentence of Section 4.1 of the Plan is hereby amended
to read in full as follows:

                  "The total number of shares of Stock reserved and available
            for distribution under the Plan shall be 11,832,605, plus a number
            of shares of Stock equal to the sum of the number of (a) shares of
            Stock previously reserved and available for distribution under the
            Dime Bancorp, Inc. Stock Incentive Plan (the "Stock Incentive Plan")
            that are subject to the unexercised portions of any options granted
            under the Stock Incentive Plan that, on or after February 29, 1996,
            expire, terminate or are canceled, and (b) shares of Stock
            consisting of restricted stock sold under the Stock Incentive Plan
            which are repurchased by Bancorp on or after February 29, 1996;
            provided, however, that for the purposes of clause (a) above, if any
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            stock appreciation rights granted in tandem with an option granted
            under the Stock Incentive Plan are exercised and paid in Stock on or
            after February 29, 1996, the shares theretofore subject to that
            option (or portion thereof) shall not be counted in determining the
            number of shares available for future awards under the Plan."

            5. The last sentence of Section 4.1 of the Plan is amended to read
in full as follows:


            "Notwithstanding the limitation described in the first sentence of
            this Section 4.1, for purposes of determining awards under the Plan,
            the number of shares of Stock that may be awarded in the form of
            Deferred Stock, Restricted Stock or rights to purchase Restricted
            Stock on or after April 20, 2001 under the Plan and any other
            stock-based incentive plan maintained by Bancorp or any of its
            subsidiaries may not exceed 1,500,000 shares of Stock."

            6. Section 6.2(b) of the Plan is amended to read in full as follows:

            "(b)  Option Term. The term of each Stock Option shall be determined
                  by the Committee, but in no event shall the term of any Stock
                  Option granted on or after April 20, 2001 exceed 10 years."


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