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                                                                   Exhibit 10.28

                   KEY EXECUTIVE LIFE INSURANCE/DEATH BENEFIT
                PLAN OF THE DIME SAVINGS BANK OF NEW YORK, FSB As
               Amended and Restated Effective as of July 24, 1997

                                    ARTICLE I

                                   Definitions

      The following terms whenever used in the Plan shall have the meanings set
forth in this Article I.

      1.1 "Annual Compensation" means the Participant's base salary plus target
incentive compensation.

      1.2 "Bank" means The Dime Savings Bank of New York, FSB, and any successor
corporation. In the case of any reference to a person's employment with or
status as an executive of the Bank, the term "Bank" shall include Dime Bancorp,
Inc., The Dime Savings Bank of New York, FSB and wholly-owned subsidiaries of
either of them.

      1.3 "Beneficiary" means the Participant's beneficiary under the Plan, as
designated in writing to the Committee by the Participant. A Participant may
change his/her designated Beneficiary from time to time by written notice to the
Committee. If a Participant fails to designate a beneficiary in writing to the
Committee, "Beneficiary" shall mean (i) the beneficiary designated by the
Participant under the Retirement Plan, or (ii) if no beneficiary has been
designated under the Retirement Plan, the Participant's estate.

      1.4 "Carrier" means the insurance company or companies selected by the
Bank to provide the life insurance policies under this Plan.
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      1.5 "Committee" means the committee consisting of at least three persons,
who need not be members of the Board of Directors of the Bank, appointed by such
Board of Directors to administer the Plan.

      1.6 "Compensation Committee" means the Compensation Committee of the Board
of Directors of the Bank.

      1.7 "Flex Plan" means the Flexible Benefits Program of the Bank as in
effect from time to time.

      1.8 "Participant" means an eligible executive who has elected to
participate in this Plan and whose participation has not been terminated.

      1.9 "Participant Premium" means the portion of the insurance premium for
the life insurance benefit payable by the Participant or his/her surviving
spouse as a condition of participation in the Plan.

      1.10 "Plan" means the Key Executive Life Insurance/Death Benefit Plan of
The Dime Savings Bank of New York, FSB, as initially effective as of January 1,
1988, and as amended from time to time.

      1.11 "Retirement" means (i) for Participants who retire from the Bank, the
date of the Participant's retirement (including early retirement) under the
Retirement Plan and (ii) for Participants who terminate employment with the Bank
before being eligible for retirement under the Retirement Plan, age 65.


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      1.12 "Retirement Plan" means the qualified defined benefit plan of the
Bank as in effect from time to time.

      1.13 "Single Life Coverage" means a life insurance or death benefit
payable upon the death of the Participant.

      1.14 "Survivor Joint Life Coverage" means a life insurance or death
benefit payable upon the death of the last survivor of the Participant and
his/her spouse.

      1.15 "Tier" means Tier 0, Tier I, Tier II, Tier III or Tier IV, to which
an executive is classified based on the Bank's system of classifying executives.

                                   ARTICLE II

                                     Purpose

            The purpose of the Plan is to enable the Bank to provide life
insurance and death benefits to its key executives in a cost effective manner.

                                   ARTICLE III

                                  Participation

      3.1 Eligibility. Subject to Section 3.2, any person who is an executive of
the Bank in Tiers I, II, III, or IV, as of December 1, 1987 may become a
Participant in the Plan by making the election to participate described in
Section 3.3(a). In addition, subject to Section 3.2, any person who becomes an
executive of the Bank after December 1, 1987 who is otherwise designated by the
Compensation Committee may become a Participant in the Plan by making the
election to participate described in Section 3.3(a).


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      3.2 Insurability

            (a) If the Carrier determines that an executive is not insurable,
the executive shall not be eligible to participate in the Plan. If the Carrier
determines that the executive and his/her spouse are not insurable, the
executive shall not be entitled to elect Survivor Joint Life Coverage.

            (b) If the Carrier determines that an executive or his/her spouse is
insurable but is subject to a substandard rating, the Bank, in its sole
discretion, may (i) prohibit the executive from participating in the Plan (if
the executive is subject to the substandard rating) or from electing Survivor
Joint Life Coverage (if the executive's spouse is subject to the substandard
rating); (ii) require the executive (and/or his/her surviving spouse, in the
case of Survivor Joint Life Coverage) to pay, in addition to the Participant
Premiums required by Section 4.2, all or part of the Bank's increased cost of
providing the coverage as a result of the substandard rating; (iii) reduce the
benefits otherwise payable to the Beneficiary to reflect the substandard rating;
or (iv) some combination of the foregoing.

      3.3 Election to Participate.

            (a) An executive's election to participate in the Plan shall be
effective only if the election (i) is made in writing on or prior to January 15,
1988 if the executive was eligible to participate as of that date, or within
such period, if any, as determined by the Committee, of initial eligibility if
the executive was first chosen by the Committee to be eligible to participate in
the Plan after January 15, 1988, (ii) specifies the amount of Single Life
Coverage (expressed as a percentage of Annual Compensation), which the executive
elects to receive (within the limits permitted by Section 3.4) based on the
executive's Tier as of October 1, 1987 if the executive was


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first eligible to participate in the Plan on or before January 15, 1988, or as
of the date of initial eligibility if first chosen by the Committee to be
eligible to participate after January 15, 1988, and, (iii) contains such
additional information and agreements as the Committee may request. An election
to participate in the Plan shall be deemed an authorization by the executive of
payroll deductions to pay the Participant Premiums described in Section 4.2.

            (b) Any executive who has elected to participate in the Plan
pursuant to Section 3.3(a) may, at any time prior to December 31, 1988 if the
executive was first eligible to participate in the Plan on or before January 15,
1988, or at any time prior to the first anniversary of his/her eligibility to
participate in the Plan if first chosen by the Committee to be eligible to
participate after January 15, 1988, and subject to Section 3.2, direct that a
portion of his/her Single Life Coverage elected pursuant to Section 3.3(a)
(expressed as a percentage of Annual Compensation) be converted to an equivalent
amount of Survivor Joint Life Coverage (determined pursuant to Section 3.4(b)).

      3.4 Amount of Coverage.

            (a) Single Life. A Participant may elect to receive Single Life
Coverage in an amount not to exceed the following:

<TABLE>
<CAPTION>
                                                      Maximum
Participant's Tier               Participant's Tier             Single Life
1/1/88 - 12/31/89                1/1/90 and after               Coverage
------------------               ------------------             ----------------
<S>                              <C>                            <C>
I and II                         0 and I                        6 times Annual
                                                                  Compensation

III                              II and III                     3 times Annual
                                                                  Compensation


IV                               IV                             1.5 times Annual
                                                                  Compensation
</TABLE>


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The first $50,000 of Single Life Coverage elected by a Participant shall be
provided by the Bank under the Flex Plan rather than under this Plan prior to
the Participant's Retirement, but shall be provided as a death benefit under
this Plan after the Participant's Retirement.

            (b) Survivor Joint Life. A Participant who so elects shall receive
$1.67 of Survivor Joint Life Coverage in lieu of each $1.00 of Single Life
Coverage for which the Participant is eligible; provided, however, that if the
Participant's spouse is more than five years older than the Participant, the
amount of Survivor Joint Life Coverage per $1.00 of Single Life Coverage shall
be reduced to an amount whose cost to the Bank (as determined by the Bank) is
equal to the cost of $1.67 of Survivor Joint Life Coverage for a Participant
whose spouse is five years older than the Participant.

      3.5 Automatic Increases in Coverage.

            (a) Increases in Annual Compensation. Each January 1 after the
effective date of the Plan, the amount of coverage to which a Participant is
entitled shall be (subject to Section 3.5(c)) automatically increased by
applying the percentage of Annual Compensation initially elected by the
Participant to his/her Annual Compensation (on an annualized basis) in effect
the preceding October 1.

            (b) Change of Tier. A Participant who has elected the maximum
coverage for which he/she is eligible and who is promoted to a higher Tier as of
any October 1 shall (subject to Section 3.5(c)) have such coverage automatically
increased as of the following January 1 to the maximum coverage available for
such higher Tier. A Participant who elected less than the maximum coverage
available for his/her Tier shall not have his/her coverage automatically


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adjusted for a change in Tier, but shall (subject to Section 3.5(c)) have the
right to elect, by written notice to the Committee prior to the first December
31 that is at least 31 days after such Tier change, that his/her coverage be
increased as of the January 1 following such December 31, based on his/her Tier
the preceding October 1. The coverage of a Participant described in the
preceding sentence (expressed as a percentage of the maximum available coverage
for his/her new Tier) shall in no event exceed the percentage of the maximum
available coverage (for the Participant's prior Tier) in effect for the
Participant immediately prior to his/her promotion.

            (c) Any increase in the amount of a Participant's coverage upon a
change of Annual Compensation or Tier shall be subject to insurability of the
Participant and his/her spouse as provided in Section 3.2 unless the insurance
coverage being maintained for the Participant by the Bank is sufficient to
provide such increased coverage.

            (d) A Participant's insurance coverage shall not change upon a
reduction of the Participant's Annual Compensation or Tier classification unless
the Participant elects such reduction.

      3.6 Amendment of Election to Participate.

            (a) A Participant may not amend, cancel or otherwise modify his/her
election to participate except in the following circumstances:

            (i)   A Participant may at any time reduce his/her aggregate amount
                  of coverage, or refuse any automatic increase in such
                  coverage. Such reduction shall take effect as soon as
                  practicable following receipt by the Committee of a written
                  request for such reduction.


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            (ii)  Upon a change in the marital status of a Participant, the
                  Participant may, subject to Section 3.2, reallocate his/her
                  total coverage then in effect (expressed as a percentage of
                  Annual Compensation) between Single Life Coverage and Survivor
                  Joint Life Coverage.

      3.7 Election by Surviving Spouse. Upon the death, prior to his/her
Retirement, of a Participant who has elected Survivor Joint Life Coverage, the
Participant's surviving spouse shall have the right to elect (within such time
period as the Committee may provide) one of the following options:

            (a) Option A: To continue the Survivor Joint Life Coverage as a life
insurance benefit until the spouse attains age 65, at which time it shall
convert to a death benefit. A spouse choosing this option shall be required to
pay Participant Premiums as provided in Section 4.2(b) until he/she attains age
65; or

            (b) Option B: To have the Survivor Joint Life Coverage convert to a
death benefit pursuant to Section 5.3 immediately upon the death of the
Participant, in which case the spouse shall not be required to pay Participant
Premiums.

      3.8 Failure to Participate. No compensation or benefits in lieu of this
Plan shall be paid to an executive who elects not to participate in the Plan.


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<PAGE>   9

                                   ARTICLE IV

                                  Contributions

      4.1 Bank Payments.

            (a) Prior to the Retirement of a Participant who has elected Single
Life Coverage, the Bank shall pay to the Carrier each year the amount necessary
to maintain in effect a life insurance policy on the life of the Participant in
an amount not less than the amount sufficient to provide the insurance coverage
elected by the Participant.

            (b) Subsequent to the Retirement of a Participant who has elected
Single Life Coverage, the Bank, in its sole discretion, may (but is not required
to) maintain in effect the life insurance policy referred to in Section 4.1(a).

            (c) In the case of a Participant who has elected Survivor Joint Life
Coverage, the Bank shall pay to the Carrier each year the amount necessary to
maintain in effect a life insurance policy on the Participant and his/her spouse
in an amount not less than the amount sufficient to provide the insurance
coverage elected by the Participant. Such policy shall be maintained until
whichever of the following applies:

            (i)   If the spouse pre-deceases the Participant, the policy shall
                  be maintained until the Participant's Retirement.

            (ii)  If the Participant's pre-deceases the spouse and the spouse
                  has elected Option A pursuant to Section 3.7, the policy shall
                  be maintained until the spouse attains age 65.


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            (iii) If the Participant pre-deceases the spouse and the spouse has
                  elected Option B pursuant to Section 3.7, the policy shall be
                  maintained until the Participant's death.

Following the occurrence of whichever of the foregoing events applies, the Bank,
in its sole discretion, may (but is not required to) maintain in effect the life
insurance policies described in this Section 4.1(c).

            (d) The Bank's obligation to provide the death benefits referred to
in Section 5.3 shall continue regardless of whether any life insurance policy is
maintained on a Participant or spouse.

            (e) Notwithstanding the foregoing provisions of this Section 4.1,
the Bank shall not be required to maintain any insurance policy with respect to
a Participant whose participation in the Plan has terminated.

      4.2 Participant Premiums.

            (a) Prior to the Participant's Retirement, each Participant shall
reimburse the Bank for Participant Premiums paid by the Bank on his/her behalf,
in an amount equal to the "P.S. 58 alternative rates," as determined by the
Carrier from time to time, for the amount and form of insurance coverage elected
by the Participant (in excess of the first $50,000 of Single Life Coverage);
provided, however, that following the death of his/her spouse, a Participant who
has elected Survivor Joint Life Coverage shall reimburse the Bank based on the
"P.S. 58 alternative rates" for Single Life Coverage as determined by the
Carrier from time to time. If the Participant is an employee of the Bank, such
payment shall be made by payroll deductions pro rata over the portion of the
calendar year in which the Participant participates in the Plan, as determined
by the


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Committee. Upon a Participant's termination of employment with the Bank, the
Participant shall pay the balance of the Participant Premium for that calendar
year within 60 days of termination of employment. Thereafter, the Participant
shall pay to the Bank the annual Participant Premium for each year in advance,
not later than January 31 of that year. A Participant's (or spouse's) failure to
pay Participant Premiums as provided in this Section 4.2(a) or Section 4.2(b)
shall result in a termination of his/her participation in the Plan.

            (b) Upon the death of a Participant who has elected Survivor Joint
Life Coverage, if the Participant's surviving spouse has elected Option A
pursuant to Section 3.7, such spouse shall reimburse the Bank for Participant
Premiums in an amount equal to the "P.S. 58 alternative rates" for Single Life
Coverage, as determined by the Carrier from time to time until such spouse
attains age 65. Such payment shall be made at the times set forth in Section
4.2(a) with respect to a Participant who has terminated employment with the
Bank.

            (c) Upon the death of a Participant who has elected Survivor Joint
Life Coverage, if the Participant's surviving spouse has elected Option B
pursuant to Section 3.7, such spouse shall not be required to pay any
Participant Premiums, and shall maintain coverage under the Plan pursuant to
Section 5.3(b).

                                    ARTICLE V

                                    Benefits

      5.1 Prior to Death. No benefits shall be payable to a Participant or
Beneficiary under this Plan prior to the death of the Participant.


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<PAGE>   12

      5.2 Life Insurance Benefits.

            (a) With respect to a Participant who has elected Single Life
Coverage, upon the Participant's death prior to his/her Retirement, the
Participant's Beneficiary shall receive life insurance proceeds in an amount
equal to the amount of Single Life Coverage elected by the Participant.

            (b) With respect to a Participant who has elected Survivor Joint
Life Coverage, upon (i) the death of the Participant prior to his/her Retirement
but after the death of his/her spouse, or (ii) the death of a Participant's
surviving spouse who has elected Option A pursuant to Section 3.7, the
Participant's Beneficiary shall receive life insurance proceeds in an amount
equal to the amount of Survivor Joint Life Coverage elected by the Participant.

      5.3 Death Benefits.

            (a) Upon the death, after his/her Retirement, of a Participant who
has elected Single Life Coverage, the Participant's Beneficiary shall receive a
death benefit payable by the Bank in an amount equal to (i) the amount of Single
Life Coverage in effect for the Participant at the time of his/her Retirement,
if the Participant was in Tier 0 or I (Tiers I or II prior to January 1, 1990)
on the October 1 before his/her Retirement (or if the Participant, while
participating, had been in such Tier, but had not elected to reduce the level of
his/her life insurance coverage pursuant to Section 3.2(d) upon any prior Tier
reduction), or (ii) 67% of the amount of such coverage if the Participant was in
Tier II, III or IV (Tier III or IV prior to January 1, 1990) on the October 1
before his/her Retirement (except as otherwise provided in clause (i) above), in
each case to the extent such benefit has vested pursuant to Article VI.


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<PAGE>   13

            (b) With respect to a Participant who has elected Survivor Joint
Life Coverage, upon (i) the death of the Participant after his/her Retirement
and after the death of his/her spouse, (ii) the death of a Participant's
surviving spouse who has elected Option A pursuant to Section 3.7 after such
spouse has attained age 65, or (iii) the death (at any age) of a Participant's
surviving spouse who has elected Option B pursuant to Section 3.7, the
Participant's Beneficiary shall receive a death benefit payable by the Bank in
an amount equal to (i) the amount of Survivor Joint Life Coverage in effect for
the Participant at the earlier of the time of his/her Retirement or death, if
the Participant was in Tier 0 or I (Tiers I or II prior to January 1, 1990) on
the October 1 before such Retirement or death (or if the Participant, while
participating, had been in such Tier, but had not elected to reduce the level of
his/her life insurance coverage pursuant to Section 3.2(d) upon any prior Tier
reduction), or (ii) 67% of the amount of such coverage if the Participant was in
Tier II, III or IV (Tiers III or IV prior to January 1, 1990) on the October 1
before such Retirement or death (except as otherwise provided in clause (i)
above), in each case to the extent such benefit has vested pursuant to Article
VI.

            (c) Notwithstanding Sections 5.3(a) and (b):

                  (i)   The net death benefit paid with respect to a
                        Participant, after payment of federal and state income
                        tax at the maximum rates in effect for 1988, shall in no
                        event be less than the post-retirement life insurance
                        benefit which would have been paid with respect to the
                        Participant under the Flex Plan (as in effect on
                        December 31, 1987) on the date of his/her death based on
                        his/her Annual Compensation and elected Flex Plan
                        coverage as of December 31, 1987; and


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                  (ii)  No death benefit shall be payable with respect to a
                        Participant unless all Participant Premiums required by
                        Section 4.2 with respect to such Participant have been
                        paid.

      5.4 Limitation on Benefits. Notwithstanding the provisions of Sections 5.2
and 5.3, no benefits (other than the first $50,000 of Single Life Coverage to
the extent such coverage is provided as a life insurance benefit) shall be
payable under this Plan with respect to a Participant (i) if the Participant
dies by suicide within the first two years that a life insurance policy is in
effect with respect to such Participant, or (ii) if the carrier properly denies
a claim with respect to the Participant during the two-year "contestable period"
of a policy.

                                   ARTICLE VI

                                     Vesting

      6.1 A Participant shall be 100% vested in his or her death benefits
(pursuant to Section 5.3) upon the Participant's retirement (including early
retirement) under the Retirement Plan. In addition, a Participant in Tier 0, I
or II at the time of a Change in Control (as defined in Section 9.8) shall be
100% vested in his or her death benefits (pursuant to Section 5.3) upon the
occurrence of such Change in Control, provided that in the case of a Change in
Control of the type described in clause (v) of Section 9.8, such Change in
Control shall result in full vesting only if (A) the Participant's employment is
terminated by his or her employer (other than for "cause" (as defined below)) or
(B) the Participant terminates his or her employment with Dime Bancorp, Inc.
(the "Company") and its subsidiaries after the Participant's employer either (I)
makes a material change in the Participant's functions, duties or
responsibilities, which change would cause


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the Participant's position with his or her employer to become one of lesser
responsibility, importance or scope from that in effect immediately prior to the
occurrence of such Change in Control or (II) reduces the Participant's annual
salary to a level below that in effect immediately prior to the Change in
Control, provided, further, that in case of subclauses (A) and (B), such
termination of employment occurs after the occurrence of the Change in Control
described in clause (v) of Section 9.8, but during the remaining term of the
applicable employment or change in control agreement between the Participant and
the Company or any of its subsidiaries in effect at the time of the occurrence
of such Change in Control (or, if greater, or if there is no such agreement,
within one year after the occurrence of such Change in Control), and otherwise
on or before the earlier of the Abandonment Date (as defined below) or the date
the transaction contemplated by any event described in clause (v) of Section 9.8
is consummated. As used in this Section 6.1, the term "Abandonment Date" shall
mean the date on which (A) an Acquisition Agreement, Asset Sale Agreement or
Plan of Liquidation (as such terms are defined in Section 9.8) is terminated
(pursuant to its terms or otherwise) without having been consummated, (B) the
parties to an Acquisition Agreement or Asset Sale Agreement abandon the
transactions contemplated thereby, (C) the Bank or the Company abandons a Plan
of Liquidation or (D) a court or regulatory body having competent jurisdiction
enjoins or issues a cease and desist or stop order with respect to or otherwise
prevents the consummation of, or a regulatory body notifies the Bank or the
Company that it will not approve, an Acquisition Agreement, Asset Sale Agreement
or Plan of Liquidation or the transactions contemplated thereby and such
injunction, order or notice has become final and not subject to appeal.
Notwithstanding anything in the Plan to the contrary, a Participant may, in his
or her discretion, waive all or part of the additional


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vesting in his or her death benefits that results following the occurrence of a
Change in Control, as provided in this Section 6.1. For purposes of the Plan,
"cause" shall mean (except as otherwise provided in a Participant's employment
or change in control agreement with the Company or any of its subsidiaries,
which definition of "cause" shall then apply), the Participant's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform assigned duties, willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease and desist order. If the Participant terminates
employment with the Bank before he is eligible for retirement under the
Retirement Plan, except as otherwise provided in the second sentence of this
Section 6.1, the Participant's death benefit shall vest in accordance with the
following vesting schedule:

<TABLE>
<CAPTION>
Years of Participation in the                               Vesting
Plan While Employed by the Bank                            Percentage
-------------------------------                            ----------
<S>                                                           <C>
0-5 years                                                       0%

at least 5 but less than 6 years                               50%

at least 6 but less than 7 years                               60%

at least 7 but less than 8 years                               70%

at least 8 but less than 9 years                               80%

at least 9 but less than 10 years                              90%

10 or more years                                              100%
</TABLE>

Notwithstanding anything in this Plan to the contrary, on and after a Change in
Control (as defined in Section 9.8), a Participant's vested percentage in the
death benefits that he or she has elected as of the date of the Change in
Control shall be determined based on vesting provisions


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<PAGE>   17

that are no more restrictive than the vesting provisions in effect under the
Plan immediately prior to the Change in Control.

                                   ARTICLE VII

                            Amendment and Termination

      7.1 Termination by Participant. A Participant's participation in the Plan
shall terminate if the Participant (or his/her surviving spouse in the case of
Survivor Joint Life Coverage) elects to reduce coverage to zero or fails to pay
the required amount of Participant Premiums when due. No benefits under the Plan
shall be paid with respect to any Participant or surviving spouse whose
participation in the Plan is terminated.

      7.2 Amendment or Termination by the Bank.

            (a) The Board of Directors of the Bank shall have the right to amend
the Plan from time to time and to terminate the Plan at any time; provided,
however, that no such act shall decrease the dollar amount of benefits payable
with respect to a Participant from the amount which would have been payable had
the Participant died immediately prior to such amendment or termination (without
regard to the tax treatment of such benefit). Without limiting the generality of
the foregoing and subject to the proviso in the preceding sentence, the Bank
shall have the right to change insurance carriers or to change the form of
benefit from life insurance to an equal amount of death benefit and vice versa;
provided that Participants and their spouses shall not be required to pay
Participant Premiums for benefits not provided as a life insurance benefit. In
the event of termination of the Plan, benefits shall be paid at the time or
times they would have been paid had the Plan not been terminated.


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            (b) Notwithstanding the provisions of Section 7.2(a), in the event
the Board of Directors of the Bank determines that one or more of the following
has occurred: (i) there has been a significant change in the tax treatment of
corporate owned life insurance or in the tax treatment to the Bank or
Participants of the benefits provided under the Plan from the situation in
effect on January 1, 1988, (ii) the effective marginal rate of federal income
tax payable by the Bank shall be significantly less than 34%, (iii) the Bank is
required by law to extend the benefits of the Plan to a broader category of
employees than those in Tiers 0, I, II, III and IV, and (iv) there has been any
other material change in circumstance, as determined by the Board of Directors
from time to time, that affects the cost or benefit to the Bank of providing
benefits under the Plan, the Bank in its sole and absolute discretion, shall
have the right to amend or terminate the Plan or to require the Participants to
pay all or a portion of the added costs of maintaining the Plan.

            (c) Subject to the limitations of Section 7.2(a), the Committee
shall have the right to amend the Plan from time to time, provided that no such
amendment shall materially increase the cost to the Bank of maintaining the
Plan.

                                  ARTICLE VIII

                           Administration of the Plan

      8.1 The Committee. The Committee shall administer the Plan and for
purposes of ERISA shall be the "named fiduciary" of the Plan. In connection
therewith, the Committee shall have full power and authority, in its discretion,
to determine a Beneficiary's entitlement to benefits in accordance with the
terms of the Plan (except that entitlement to life insurance benefits shall be
determined by the Carrier), to construe and interpret the Plan, to establish
rules and regulations,


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<PAGE>   19

to delegate responsibilities to others to assist it in administering the Plan,
to appoint a Plan Administrator who shall have responsibility for the day to day
administration of the Plan, and to perform all other acts it believes reasonable
and proper in connection with the administration of the Plan. The Committee
shall act by vote of a majority of its members and may also effect such action
without a meeting, by written consent of a majority of its members. No member of
the Committee may act with respect to any action relating to or affecting that
member's own benefit under the Plan.

      8.2 Indemnification. To the extent permitted by law, the Bank shall
indemnify the members of the Committee and the Plan Administrator from all
claims for liability, loss, or damage (including payment of expenses in
connection with defense against such claims) arising from any act or failure to
act in connection with the Plan.

      8.3 Claims Procedure.

            (a) Life Insurance Benefits. Any claim relating to life insurance
benefits under the Plan shall be filed with the Plan Administrator designated by
the Committee, who within 30 days of receipt shall forward the claim to the
Carrier for processing in accordance with the Carrier's claims procedure. The
Carrier shall be a "fiduciary" under ERISA for purposes of processing and
reviewing any such claims.

            (b) Death Benefits. Any claim relating to death benefits shall be
filed with the Plan Administrator designated by the Committee. If a claim is
denied in whole or in part, the claimant shall be given written notice of such
denial, which notice shall specifically set forth (i) the specific reasons for
the denial (ii) the pertinent Plan provisions on which the denial was based
(iii) any additional material or information necessary for the claimant to
perfect his claim and an


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<PAGE>   20

explanation of why such material or information is needed and (iv) an
explanation of the Plan's procedure for review of the denial of the claim. In
the event that the claim is not granted and notice of denial of a claim is not
furnished by the 90th day after such claim was filed, the claim shall be deemed
to have been denied on that day for the purpose of permitting the claimant to
request review of the claim. Any person whose claim for benefits has been denied
in whole or in part by the Plan Administrator may request review of the claim by
the Committee. The claimant shall file such request for review (including a
statement of issues raised and comments made by the claimant) with the Committee
no later than 90 days after the mailing or delivery of the written notice of
denial of the claim or, if such notice is not provided, within 90 days after
such claim is deemed denied. The claimant shall be permitted to review pertinent
documents. A decision shall be rendered by the Committee and communicated to the
claimant not later than 60 days after receipt of the claimant's written request
for review. However, if the Committee finds it necessary due to special
circumstances to extend this period and so notifies the claimant in writing, the
decision shall be rendered as soon as practicable, but in no event later than
120 days after the claimant's request for review. The Committee's decision shall
be in writing and shall specifically set forth (i) the reasons for the decision
and (ii) the pertinent Plan provisions on which the decision is based. Any such
decision of the Committee shall be binding upon the claimant and the Bank.

                                   ARTICLE IX

                                  Miscellaneous

      9.1 Life Insurance Obligations.


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            (a) Subject to subsection (c) of this Section 9.1, the Bank shall
purchase from the Carrier insurance policies sufficient to provide the life
insurance benefits under the Plan. Subject to subsection (c) of this Section
9.1, the Bank shall be the owner of the insurance policies, and shall have all
rights of a policy owner including the right to borrow from the policies and to
receive dividends, if any; however, each policy shall contain an endorsement
indicating that upon the death of the Participant prior to Retirement (in the
case of Single Life Coverage) or upon (i) the death of the Participant prior to
Retirement and after the death of his/her spouse or (ii) the death of a
Participant's surviving spouse who has elected Option A pursuant to Section 3.7
prior to attaining age 65 (in the case of Survivor Joint Life Coverage) proceeds
of the policy in an amount equal to the amount of coverage elected by the
Participant shall be paid to the Beneficiary by the Carrier. Any proceeds of the
policy in excess of the amount of coverage elected by the Participant shall be
paid to the Bank upon the occurrence of any of the events described in the
preceding sentence. All proceeds of any such policy which may be maintained by
the Bank shall be paid to the Bank (i) upon the Participant's death after
his/her Retirement (in the case of Single Life Coverage) or, (ii) upon (A) the
death, after his/her Retirement, of a Participant who survives his/her spouse,
or (B) the death of a Participant's surviving spouse who has elected Option B
pursuant to Section 3.7 (in the case of Survivor Joint Life Coverage).

            (b) The life insurance benefits shall be paid in accordance with the
terms and conditions of the life insurance policy on the Participant's life (or,
in the case of Survivor Joint Life Coverage, the lives of the Participant and
his/her spouse). No Participant or Beneficiary shall have any rights against the
Bank in the event of a failure of the Carrier to pay a life insurance benefit.


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<PAGE>   22

            (c) Notwithstanding anything in the Plan to the contrary, the Bank
may permit or authorize, but is not required or otherwise obligated to permit or
authorize, the holding of any insurance policy purchased to provide the life
insurance benefits under the Plan by a trust, subject to such terms and
conditions as the Bank may deem appropriate.

      9.2 Unfunded Death Benefit Obligation. All death benefits payable under
this Plan shall constitute an unfunded obligation of the Bank. Payments shall be
made, as due, from the general assets of the Bank. The Bank may, in its sole and
absolute discretion, establish one or more accounts, funds, or trusts, to
reflect its obligations to pay death benefits under the Plan, and may make such
investments as it may deem desirable (including the purchase of insurance) to
assist it in meeting such obligations. Any assets held in such accounts, funds,
or trusts shall be subject to claims of the Bank's creditors, and no person
eligible for a death benefit under this Plan shall have any right, title or
interest in any such assets. This Plan shall constitute solely an unsecured
promise by the Bank to pay death benefits to the extent provided herein.

      9.3 Nonalienation of Benefits.

            (a) Except as permitted by the life insurance policy with respect to
a Participant's life insurance benefits, no Participant, Beneficiary or other
person entitled to benefits under this Plan shall have the power to transfer,
assign, anticipate, mortgage or otherwise encumber any rights or any amounts
payable under this Plan; nor shall any such rights or amounts payable under this
Plan be subject to seizure, attachment, execution, garnishment or other legal or
equitable process, or for the payment of any debts, judgments, alimony, or
separate maintenance, or be transferable by operation of law in the event of
bankruptcy, insolvency, or otherwise of any Participant or Beneficiary. In the
event a person who is receiving or is entitled to receive benefits


                                       22
<PAGE>   23

under the Plan attempts to assign, transfer or dispose of such right (except as
contemplated by the preceding sentence), or if an attempt is made to subject
said right to such process, such assignment, transfer or disposition shall be
null and void.

            (b) Notwithstanding the provisions of Section 9.3(a), a Participant
shall have the right to assign his/her right to name the Beneficiary with
respect to such Participant's life insurance and death benefits under the Plan.
Such assignment shall be made either during the Participant's lifetime, by
written notice to the Committee, or by will. An assignee shall have the right to
further assign such right during his/her lifetime or by will, whether before or
after the death of the Participant.

      9.4 No Guarantee of Status. Nothing in this Plan or any action taken
hereunder shall be deemed or construed to confer upon any Participant the right
to continued employment by the Bank.

      9.5 Payments to Minors and Incompetents. If a Beneficiary entitled to
receive any benefits hereunder is a minor or is deemed by the Committee or is
adjudged to be legally incapable of giving valid receipt and discharge for such
benefits, the Committee may direct payment of benefits be made to the duly
appointed guardian or legal representative of such minor or incompetent or to
such other person as the Committee may designate. Such payment shall, to the
extent made, be deemed a complete discharge of any liability for such payment
under the Plan.

      9.6 Withholding. The Bank shall have the right to deduct from any payments
made under this Plan any taxes required to be withheld with respect to such
payments.

      9.7 Protective Provisions. Each Participant (and, in the case of Survivor
Joint Life Coverage, his/her spouse) shall cooperate with the Bank by furnishing
any and all information


                                       23
<PAGE>   24

requested by the Bank in order to facilitate the payment of benefits hereunder,
taking such physical examinations as the Bank may deem necessary and taking such
other relevant action as may be requested by the Bank. If a Participant (or
spouse) refuses to so cooperate, the Bank shall have no further obligation to
the Participant (or spouse) under the Plan.

      9.8 Change in Control.

                  A Change in Control shall mean the occurrence of any of the
      following events:

                  (i) any Person is or becomes the Beneficial Owner, directly or
            indirectly, of securities of the Company (not including in the
            securities beneficially owned by such Person any securities acquired
            directly from the Company or its Affiliates) representing 35% or
            more of the combined voting power of the Company's then outstanding
            securities;

                  (ii) the following individuals cease for any reason to
            constitute a majority of the number of directors then serving as
            directors of the Company: individuals who, on July 24, 1997,
            constitute the Board of Directors of the Company and any new
            director (other than a director whose initial assumption of office
            is in connection with the settlement of an actual or threatened
            election contest, including but not limited to a consent
            solicitation, relating to the election of directors of the Company)
            whose appointment or election by the Board of Directors of the
            Company or nomination for election by the Company's stockholders was
            approved or recommended by a vote of at least two-thirds (2/3) of
            the directors then still in office who either were directors on July
            24, 1997 or


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<PAGE>   25

            whose appointment, election or nomination for election was
            previously so approved or recommended;

                  (iii) there is consummated a merger or consolidation of the
            Company or any direct or indirect subsidiary of the Company with any
            other corporation or entity, other than (A) a merger or
            consolidation which would result in the voting securities of the
            Company outstanding immediately prior to such merger or
            consolidation continuing to represent (either by remaining
            outstanding or by being converted into voting securities of the
            surviving entity or any Parent thereof), in combination with the
            ownership of any trustee or other fiduciary holding securities under
            an employee benefit plan of the Company or any subsidiary of the
            Company, at least 65% of the combined voting power of the securities
            of the Company, such surviving entity or any Parent thereof
            outstanding immediately after such merger or consolidation or (B) a
            merger or consolidation effected solely to implement a
            recapitalization of the Company or the Bank (or similar transaction)
            in which no Person is or becomes the Beneficial Owner, directly or
            indirectly, of securities of the Company or the Bank (not including
            in the securities beneficially owned by such Person any securities
            acquired directly from the Company or its Affiliates) representing
            35% or more of the combined voting power of the Company's or the
            Bank's then outstanding securities;

                  (iv) the stockholders of the Company or the Bank approve a
            plan of complete liquidation or dissolution of the Company or the
            Bank, respectively, or there is consummated a sale or disposition by
            the Company or any of its


                                       25
<PAGE>   26

            subsidiaries of any assets which individually or as part of a series
            of related transactions constitute all or substantially all of the
            Company's consolidated assets (provided that, for these purposes, a
            sale of all or substantially all of the voting securities of the
            Bank or a Parent of the Bank shall be deemed to constitute a sale of
            substantially all of the Company's consolidated assets), other than
            any such sale or disposition to an entity at least 65% of the
            combined voting power of the voting securities of which are owned by
            stockholders of the Company in substantially the same proportions as
            their ownership of the voting securities of the Company immediately
            prior to such sale or disposition; or

                  (v) the execution of a binding agreement that, if consummated,
            would result in a Change in Control of a type specified in clause
            (i) or (iii) of this Section 9.8 (an "Acquisition Agreement") or of
            a binding agreement for the sale or disposition of assets that, if
            consummated, would result in a Change in Control of a type specified
            in clause (iv) of this Section 9.8 (an "Asset Sale Agreement") or
            the adoption by the Board of Directors of the Company or the Bank of
            a plan of complete liquidation or dissolution of the Company or the
            Bank that, if consummated, would result in a Change in Control of a
            type specified in clause (iv) of this Section 9.8 (a "Plan of
            Liquidation").

            As used in connection with the foregoing definition of Change in
      Control, "Affiliate" shall have the meaning set forth in Rule 12b-2
      promulgated under Section 12 of the Exchange Act; "Beneficial Owner" shall
      have the meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange
      Act" shall mean the Securities Exchange Act of


                                       26
<PAGE>   27

      1934, as amended from time to time; "Parent" shall mean any entity that
      becomes the Beneficial Owner of at least 80% of the voting power of the
      outstanding voting securities of the Company or of an entity that survives
      any merger or consolidation of the Company or any direct or indirect
      subsidiary of the Company; and "Person" shall have the meaning given in
      Section 3(a)(9) of the Exchange Act, as modified and used in Sections
      13(d) and 14(d) thereof, except that such term shall not include (i) the
      Company or any of its subsidiaries, (ii) a trustee or other fiduciary
      holding securities under an employee benefit plan of the Company or any of
      its Affiliates, (iii) an underwriter temporarily holding securities
      pursuant to an offering of such securities, or (iv) a corporation or
      entity owned, directly or indirectly, by the stockholders of the Company
      in substantially the same proportions as their ownership of stock of the
      Company.

            9.9 Validity. In the event any provision of this Plan is held
invalid, void, or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Plan.

            9.10 Governing Law. Except to the extent preempted by federal law,
the provisions of the Plan will be construed according to the laws of the State
of New York.


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