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                                                                   Exhibit 10.28


                       Amendment to the Dime Bancorp, Inc.
                     Supplemental Executive Retirement Plan


                     The Dime Bancorp, Inc. Supplemental Executive Retirement
Plan (the "Plan") is hereby amended, effective December 12, 2000 (unless
otherwise stated), in the following particulars:

         1. Clause (ii) of the second textual paragraph of Section 5 of the Plan
and the proviso immediately following such clause are amended to read as
follows:

         "(ii)     is, except as otherwise provided by the Committee
                   (provided that no such provision shall be made by
                   the Committee after a Change in Control (as
                   defined in Section 12) or an Irrevocable Election
                   without the consent of the Participant), the
                   Participant's other compensation payable under or
                   in connection with the Dime Bancorp, Inc. Officer
                   Incentive Plan (the "Officer Incentive Plan") or
                   other cash-based incentive plan or program or
                   individual arrangement providing for cash-based
                   incentive compensation, in each case with respect
                   to the period for which the determination is
                   made, but excluding, except as otherwise provided
                   by the Committee (provided that no such provision
                   shall be made by the Committee after a Change in
                   Control or an Irrevocable Election without the
                   consent of the Participant), (A) any amounts paid
                   to the Participant as a sign-on bonus in
                   connection with the initial commencement of
                   employment of the Participant with the Company or
                   any Parent or Subsidiary, (B) any amounts paid
                   to, or with respect to, the Participant with
                   respect to the grant of rights to purchase, and
                   the related purchase or vesting of, restricted
                   common stock of the Company, (C) any grants of
                   common stock of the Company or rights to purchase
                   common stock of the Company (whether or not
                   subject to vesting or other restrictions), and
                   (D) any amounts paid to or with respect to the
                   Participant as a severance payment or other
                   termination-based payment (unless otherwise
                   provided in the Participant's employment or
                   change in control agreement with the Company or
                   any of its subsidiaries);

         provided, however, that, except as otherwise provided by
         the Committee (provided that no such provision shall be
         made by the
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         Committee after a Change in Control or an
         Irrevocable Election without the consent of the
         Participant), such other compensation described in (ii)
         above shall be allocated, and deemed for these purposes as
         compensation, equally over the period in which it is earned
         (with amounts paid or payable (whether in cash, common
         stock of the Company or rights to purchase common stock of
         the Company) in connection with the Officer Incentive Plan
         deemed earned over the period with respect to which the
         award under the Officer Incentive Plan relates)."

         2. The second textual paragraph of Section 5 of the Plan is amended by
adding after the first sentence thereof the following new sentence to read as
follows:

         "If any compensation is payable under the Officer Incentive Plan to or
         with respect to a Participant in the form of shares of common stock of
         the Company or rights to purchase shares of common stock of the Company
         (whether or not subject to vesting or other restrictions), and, in
         accordance with clause (ii) above, the Committee determines, in its
         discretion, to include the stock-based compensation as Compensation
         hereunder, the value of each such share or, as applicable, each such
         stock purchase right shall, for purposes of determining the amount
         includible as Compensation, be equal to the closing sale price per
         share of the Company's common stock, as reported on the New York Stock
         Exchange, on the date the stock is granted or, if applicable, the date
         the right to purchase such stock is granted by the Company."

         3. The first and second textual sentences of Section 6 of the Plan are
amended, effective December 1, 2000, to read as follows:

         "Except as otherwise determined by the Committee and communicated by
         the Committee or its designee to a Participant, and otherwise subject
         to the remaining terms of this Section 6, each Participant shall vest
         in his or her Pension Goal in accordance with the following schedule:

          Service with the
          Company or any Parent
          or Subsidiary (or any               Percent Vested in
          predecessor of such entities)       Pension Goal
          -----------------------------       ---------------

          5 Years of Service                  50%

          6 Years of Service                  60%

          7 Years of Service                  70%

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          8 Years of Service                  80%

          9 Years of Service                  90%

          10 Years of Service or more         100%



         Service shall also consider service previously completed with Anchor
         Bancorp, Inc. or any of its Parents or Subsidiaries (determined as if
         Anchor Bancorp, Inc. were the Company).

         4. The fourth textual sentence of Section 6 of the Plan is deleted and
replaced, effective December 1, 2000, with the following four new sentences to
read as follows:

         "A Participant's Service shall be determined on the basis of completed
         months of service with the Company or any Parent or Subsidiary (or any
         predecessor of any such entities) and otherwise in accordance with the
         terms of the Retirement Plan of Dime Bancorp, Inc. (or any successor
         plan thereto). A Year of Service shall consist of a period of Service
         of 12 months. To the extent a Participant completes a period of Service
         of less than a full year, such Participant will receive credit for
         vesting purposes for a fraction of a Year of Service determined by
         dividing the number of completed months of Service performed during
         such period by 12. The resulting fraction of a Year of Service shall
         increase the Participant's vested interest in his Pension Goal
         (provided the Participant had completed at least five full Years of
         Service) by interpolation based on the vesting schedule set forth
         above."

         5. The last sentence of Section 9 of the Plan is amended to read as
follows:

                     "Notwithstanding anything in this Section 9 to the
                     contrary, and in addition to any elections otherwise
                     available to a Participant under this Section 9, a
                     Participant may elect, at such time and in such manner as
                     may be prescribed by the Committee or its designee (but no
                     later than 30 days after notice is provided to the
                     Participant), that his or her benefit under the Plan be
                     paid in any form of payment described in clause (i), (ii)
                     or (iii) of this Section 9 in lieu of the single life
                     annuity form of benefit described in the first sentence of
                     this Section 9."



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