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                                                                   Exhibit 10.17

                                                                       EXHIBIT A

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

                         Effective as of March 27, 1998

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

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

                  "The total number of shares Stock reserved and available for
            distribution under the Plan shall be 9,232,605, 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
            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."

            2. Section 4.1 of the Plan is hereby amended to add at the end
thereof a new sentence to read as follows:

            "Notwithstanding the limitation described in the first sentence of
            this Section 4.1, grants of rights to purchase Restricted Stock
            under the Plan shall be limited so that the sum of (i) the number of
            shares of Restricted Stock that are outstanding as of April 30, 1998
            (but that have not thereafter been forfeited or repurchased) and
            (ii) the number of shares of Restricted Stock made available after
            such date for purchase under the Plan or under any other stock
            incentive plans maintained by Bancorp or any of its subsidiaries
            shall not exceed 2% of the total number of shares of Stock that are

                                                                        
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            outstanding (inclusive of shares of Restricted Stock otherwise then
            outstanding) at the time the grant of the right to purchase the
            Restricted Stock is made."

            3. Section 4.3 of the Plan is hereby amended to read as follows:

                  "4.3 In the event of any merger, reorganization,
            consolidation, sale of substantially all assets, recapitalization,
            Stock dividend, Stock split, spin-off, split-up, split-off,
            distribution of assets (including cash) or other change in corporate
            structure affecting the Stock, a substitution or adjustment, as may
            be determined to be appropriate by the Committee in its sole
            discretion, shall be made in the aggregate number of shares reserved
            for issuance under the Plan, the aggregate number of shares of Stock
            available for distribution under the Plan to any single individual
            with respect to a Stock Option awarded hereunder, the aggregate
            number of shares of Stock that relate to Stock Appreciation Rights
            that may be granted to a single individual hereunder, the identity
            of the stock or other securities to be issued under the Plan, the
            number of shares subject to outstanding awards and the amounts to be
            paid by employees, Bancorp or any Related Company, as the case may
            be, with respect to outstanding awards."

            4. Section 17 of the Plan is amended in its entirety to read as
follows:

                  "Section 17. Effective Date and Duration. The Plan, as
            amended, shall be effective as of March 27, 1998, subject, to the
            extent required by law, to approval by Bancorp's stockholders. No
            awards of Stock Options, Stock Appreciation Rights, Restricted Stock
            or Deferred Stock shall be made under the Plan, as amended, after
            March 26, 2008."