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                                                                   EXHIBIT 10.42

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

                         EFFECTIVE AS OF OCTOBER 1, 1999


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

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

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