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                                                                   Exhibit 10.44

                               DIME BANCORP, INC.

                          SENIOR OFFICER INCENTIVE PLAN

1. Purpose. The purpose of this Dime Bancorp, Inc. Senior Officer Incentive
Plan, a part of the Dime Bancorp, Inc. Officer Incentive Plan, is (i) to retain
and motivate key senior executives of Dime Bancorp, Inc. and its subsidiaries
who have been designated as Participants in the Plan for a given Performance
Period by providing them with the opportunity to earn bonus awards that are
based on the extent to which specified performance goals for such Performance
Period have been achieved or exceeded, and (ii) to structure such bonus
opportunities in a way that will qualify the awards made as "qualified
performance-based compensation" for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended (or any successor section) so that the Company
or its subsidiaries will be entitled to a tax deduction with respect to the
payment of such incentive awards to such employees.

2. Definitions. As used in the Plan, the following terms shall have the meanings
set forth below:

      (a) "Annual Base Salary" shall mean the amount of base salary payable to a
Participant for a given year, adjusted to include the amount of any base salary
deferrals for such year, unless the Plan Committee otherwise specifies at the
time that the Participant's award opportunity for a given Performance Period is
established.

      (b) "Applicable Period" shall mean, with respect to any Performance
Period, a period commencing on or before the first day of such Performance
Period and ending no later than the earlier of (i) the 90th day of such
Performance Period, or (ii) the date on which 25% of such Performance Period has
been completed. Any action required under the Plan to be taken within the period
specified in the preceding sentence may be taken at a later date if, but only
if, the regulations under Section 162(m) of the Code are hereafter amended, or
interpreted by the Internal Revenue Service, to permit such a later date, in
which case the term "Applicable Period" shall be deemed amended accordingly.

      (c) "Board" shall mean the Board of Directors of the Company as
constituted from time to time.

      (d) "Cause" shall mean "cause" as defined in any employment agreement then
in effect between the Participant and the Company or, if not defined therein or,
if there shall be no such agreement, shall mean the Participant's personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform assigned duties, willful
violation of law, rule, regulation (other than traffic violations or similar
offenses) or final cease-and-desist order.

      (e) "Change in Control" shall mean the occurrence of any of the following
events:
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            (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 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 Dime Savings Bank of New York, FSB (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 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

                                                                      

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      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 2(e) (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 2(e) (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 2(e) (a "Plan of Liquidation"); provided, however, that with
      respect to a Participant a Change in Control of the type specified in this
      clause (v) shall be deemed to exist or have occurred as a result of the
      execution of such Acquisition Agreement or Asset Sale Agreement or the
      adoption of such a Plan of Liquidation only if (A) the Participant's
      employment is terminated by the Company and its subsidiaries (other than
      for Cause) or (B) the Participant terminates his or her employment with
      the Company and its subsidiaries after the Participant's employer (I)
      makes a material change in the Participant's functions, duties or
      responsibilities, which change would cause the Participant's position with
      his or her employer to become one of materially 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
      occurrence of the event described in this clause (v), provided that, in
      the case of subclauses (A) and (B) of this clause (v), such termination of
      employment occurs after the occurrence of the event described in this
      clause (v), but during the remaining term of any 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 any such
      event (or, if later, or if there is no such agreement, within one year
      after the event described in this clause (v) occurs), and otherwise on or
      before the earlier of the Abandonment Date (as defined below) or the date
      the transaction contemplated by any such event, described in this clause
      (v), is consummated. As used in this Section 2(e), the term "Abandonment
      Date" shall mean the date on which (A) an Acquisition Agreement, Asset
      Sale Agreement or Plan of Liquidation 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.

            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

                                                                      

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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
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.

      (f) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

      (g) "Committee" or "Plan Committee" shall mean the Compensation Committee
of the Board or such other committee of the Board (or any subcommittee of any
such committee), provided, in each case, that any such committee or subcommittee
consist solely of two or more non-employee directors (each of whom is intended
to qualify as an "outside director" within the meaning of Section 162(m) of the
Code and the treasury regulations thereunder), or consist of such other
individuals as will enable it to qualify as the committee eligible to make
discretionary determinations under a program satisfying the requirements for
"qualified performance-based compensation" for purposes of Section 162(m) of the
Code or a successor thereto.

      (h) "Company" shall mean Dime Bancorp, Inc. and any successor thereto.

      (i) "Disability" shall mean "disability" as defined in any employment
agreement then in effect between the Participant and the Company or, if not
defined therein or if there shall be no such agreement, as defined in the
long-term disability plan maintained by the Bank (and whether or not the
Participant is then participating in such long-term disability plan) as in
effect from time to time.

      (j) "Individual Award Opportunity" shall mean the performance-based
maximum award opportunity for a given Participant for a given Performance Period
as specified by the Plan Committee within the Applicable Period, which may be
expressed in dollars or on a formula basis that is consistent with the
provisions of this Plan.

      (k) "Negative Discretion" shall mean the discretion authorized by the Plan
which may be exercised by the Committee to eliminate, or reduce the size of, a
bonus award otherwise payable to a Participant for a given Performance Period,
provided that the exercise of such discretion shall not cause any bonus award
under the Plan to fail to qualify as "qualified performance-based compensation"
under Section 162(m) of the Code. By way of example, and

                                                                      

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not by way of limitation, in no event shall any discretionary authority granted
to the Committee by the Plan including, but not limited to, Negative Discretion,
be used (i) to provide for an award under the Plan in excess of the amount
payable based on actual performance versus the applicable performance goals for
the Performance Period in question or in excess of the maximum individual award
limit specified in Section 6(b), or (ii) to increase the amount otherwise
payable to any other Participant.

      (l) "Participant" shall mean, for any given Performance Period with
respect to which the Plan is in effect, each key senior executive employee of
the Company or any subsidiary thereof and who is designated as a Participant in
the Plan for such Performance Period by the Committee pursuant to Section 4.

      (m) "Performance Period" shall mean any period commencing on or after
January 1, 1998 for which performance goals are set under Section 5 and during
which performance shall be measured to determine whether such goals have been
met for purposes of determining whether a Participant is entitled to payment of
a bonus under the Plan. A Performance Period may be coincident with one or more
fiscal years of the Company, or a portion thereof.

      (n) "Plan" or "Senior Officer Incentive Plan" shall mean the Dime Bancorp,
Inc. Senior Officer Incentive Plan as set forth in this document, and as amended
from time to time.

      (o) "Retirement" shall mean any termination of employment with the Company
and its subsidiaries (other than a termination by the Company (or any of its
subsidiaries) for Cause) that qualifies as a "retirement" event under the terms
of any defined benefit pension plan then maintained by whichever of the Company
or any of its subsidiaries employs the Participant, or, if no such defined
benefit pension plan is then maintained, under the terms of any defined
contribution plan then maintained by such employing entity.

      (p) "Target Bonus Amount" shall mean the amount established by the
Committee for each Participant during the Applicable Period, which amount shall
not be in excess of the Participant's Individual Award Opportunity. For purposes
of other plans of the Company or any of its subsidiaries, or of any employment
or other agreements with the Company or any of its subsidiaries, references to
"target" bonuses, incentive opportunities, or incentive compensation, or to
other cash incentives, to the extent any such reference relates to amounts
payable under this Plan, shall refer to this Target Bonus Amount, offset (to the
extent applicable, and to the extent such offsetting amounts are also deemed
part of such target or other amounts) in the manner contemplated by Section
6(c)(iv).

3.    Administration.

      (a) General. The Plan shall be administered by the Committee. Subject to
the terms of the Plan and applicable law (including, but not limited to, Section
162(m) of the Code), and in

                                                                      

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addition to any other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have the full power and authority:

            (i)   to designate (within the Applicable Period) the Participants
                  in the Plan and the Individual Award Opportunities and Target
                  Bonus Amounts and/or, if applicable, bonus pool award
                  opportunities for such Performance Period;

            (ii)  to designate (within the Applicable Period) and thereafter
                  administer the performance goals (and any related adjustments
                  thereto) and other award terms and conditions that are to
                  apply under the Plan for such Performance Period;

            (iii) to determine and certify the bonus amounts earned for any
                  given Performance Period, based on actual performance versus
                  the performance goals for such Performance Period, after
                  making any permitted Negative Discretion adjustments or other
                  applicable performance goal adjustments;

            (iv)  to decide (within the Applicable Period) any issues relating
                  to the impact on the bonus awards for such Performance Period
                  that are not otherwise resolved under the express terms of the
                  Plan of (A) a termination of employment (due to death,
                  Disability, Retirement, voluntary termination (other than
                  Retirement), or termination by the Company or a subsidiary or
                  affiliate of the Company), provided, in each case, unless the
                  Committee determines otherwise with respect to a Participant's
                  death or Disability at the time it sets the performance goals,
                  that no payment shall be made for any given Performance Period
                  prior to the time that the Plan Committee certifies, pursuant
                  to Section 6(c)(i), that the applicable performance goals for
                  such Performance Period have been met, or (B) a Change in
                  Control;

            (v)   except to the extent not within the parameters provided for in
                  Section 6(c), to decide whether, under what circumstances, and
                  subject to what terms bonus payouts are to be paid on a
                  deferred basis, including automatic deferrals at the
                  Committee's election as well as elective deferrals at the
                  election of Participants;

            (vi)  to adopt, revise, suspend. waive or repeal, when and as
                  appropriate, in its sole and absolute discretion, such
                  administrative rules, guidelines and procedures for the Plan
                  as it deems necessary or advisable to implement the terms and
                  conditions of the Plan;

            (vii) to interpret and administer the terms and provisions of the
                  Plan and any award issued under the Plan (including
                  reconciling any inconsistencies,

                                                                      

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                  correcting any defaults and addressing any omissions in the
                  Plan or any related instrument or agreement); and

            (viii)to otherwise supervise the administration of the Plan.

            It is intended that all amounts payable to Participants under the
Plan who are "covered employees" within the meaning of Treasury Regulation
Section 1.162-27(c)(2) (as amended from time to time) shall constitute
"qualified performance-based compensation" within the meaning of Section 162(m)
of the Code and Treasury Regulation Section 1.162-27(e) (as amended from time to
time), and, to the maximum extent possible, the Plan and the terms of any awards
under the Plan shall be so interpreted and construed.

      (b) Binding Nature of Committee Decisions. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions made under or with respect to the Plan or any award under the
Plan shall be within the sole and absolute discretion of the Committee, and
shall be final, conclusive and binding on all person, including the Company, any
Participant, and any award beneficiary or other person having, or claiming, any
rights under the Plan.

      (c) Other. No member of the Committee shall be liable for any action or
determination (including, but not limited to, any decision not to act) made in
good faith with respect to the Plan or any award under the Plan. If a Committee
member intended to qualify as an "outside director" under Section 162(m) of the
Code does not in fact so qualify, the mere fact of such non-qualification shall
not invalidate any award or other action made by the Committee under the Plan
which otherwise was validly made under the Plan.

4.    Plan Participation and Eligibility.

      (a) Annual Participant Designations By Plan Committee. For any given
Performance Period, the Plan Committee, in its sole and absolute discretion,
shall, within the Applicable Period, designate those key senior executive
employees of the Company or its subsidiaries who shall be Participants in the
Plan for such Performance Period. Such Participant designations shall be made by
the Plan Committee in its sole and absolute discretion.

      (b) Impact of Plan Participation. An individual who is designated to
participate in the Senior Officer Incentive Plan for any given Performance
Period shall not also participate in the Company's other incentive or bonus
plans for such Performance Period solely to the extent such participation would
cause any award hereunder to fail to qualify as "qualified performance-based
compensation" under Code Section 162(m).

                                                                      

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5.    Performance Goals.

      (a) Setting of Performance Goals. For a given Performance Period, the Plan
Committee shall, within the Applicable Period, set one or more objective
performance goals for each Participant and/or each group of Participants and/or
each bonus pool (if any). Such goals shall be based exclusively on one or more
of the following: (i) earnings per share, (ii) return on equity, and (iii)
return on assets, in each case before or after such objective income and expense
allocations or adjustments as the Committee may specify within the Applicable
Period. Each such goal may be expressed on an absolute or relative basis or on
an incremental basis (or in any combination thereof), may be based on current
internal targets, the past performance of the Company or any of its
subsidiaries, and/or the past or current performance of other companies, and in
the case of earnings-based measures, may use or employ comparisons relating to
capital, shareholders' equity and/or shares outstanding, or to assets or net
assets. In all cases, the performance goals shall be such that they satisfy any
applicable requirements under Treasury Regulation Section 1.162-27(e)(2) (as
amended from time to time), that the achievement of such goals be "substantially
uncertain" at the time that they are established, and that the award opportunity
be defined in such a way that a third party with knowledge of the relevant facts
could determine whether and to what extent the performance goals have been met,
and, subject to the Plan Committee's right to apply Negative Discretion, the
amount of the award payable as a result of the attainment of such performance
goal.

      (b) Impact of Extraordinary Items or Changes in Accounting. The measures
used in setting performance goals set under the Plan for any given Performance
Period shall be determined in the manner set by the Committee; provided,
however, that when the Committee sets the performance goals for a Performance
Period it may, in accordance with applicable requirements under Code Section
162(m) and the treasury regulations thereunder, provide that the performance
goals will be subject to adjustment (with the type and nature of the adjustment
then determined by the Committee) to reflect and take into account in the
calculation of such performance goals (i) extraordinary corporate events
(including by way of example, but not by way of limitation, mergers,
consolidations or divestitures involving the Company or any of its subsidiaries
or sales of the assets of the Company or any of its subsidiaries) or (ii)
changes in accounting rules, principles or procedures that occur during the
Performance Period but after the end of the relevant Applicable Period.

6.    Bonus Pools, Award Opportunities and Awards.

      (a) Setting of Individual Award Opportunities and Target Bonus Amounts. At
the time that annual performance goals are set for Participants within the
Applicable Period for a given Performance Period, the Plan Committee shall also
establish each Participant's Individual Award Opportunity and Target Bonus
Amount for such Performance Period, eligibility for payment of which shall be
based on the achievement of stated performance goals (which performance goals
may be expressed on an absolute or relative basis or on an incremental basis (or
in any combination thereof)), and may be stated in dollars or on a formula basis
(based, for

                                                                      

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example, on a designated share of a bonus pool or on a multiple or percentage of
Annual Base Salary), provided:

            (i)   that the designated shares of any bonus pool shall not exceed
                  100% of such pool; and

            (ii)  that the Plan Committee, in all cases, shall have the sole and
                  absolute discretion, based on such factors as it deems
                  appropriate, to apply Negative Discretion to reduce (but not
                  increase) the actual bonus awards that would otherwise
                  actually be payable to any Participant on the basis of the
                  achievement of the applicable performance goals.

            The Plan Committee may require (if established and announced within
the Applicable Period), as a condition of bonus eligibility (and subject to such
exceptions as the Committee may specify within the Applicable Period), that
Participants for such Performance Period must still be employed as of the end of
such Performance Period and/or as of the later date that the actual bonus awards
for such Performance Period are announced in order to be eligible for an award
for such Performance Period. The Committee may also, within the Applicable
Period, adopt such forfeiture, proration or other rules as it deems appropriate,
in its sole and absolute discretion, regarding the impact on bonus award rights
of a Participant's death, Disability, Retirement, voluntary termination (other
than Retirement), or termination by the Company or any of its subsidiaries or
affiliates, provided in each case, unless the Committee determines otherwise
with respect to a Participant's death or Disability at the time it sets the
performance goals, that no bonus payment shall be made for any given Performance
Period prior to the time that the Plan Committee certifies that the applicable
performance goals for such Performance Period have been satisfied.

      (b) Maximum Individual Bonus Award. Notwithstanding any other provision of
this Plan, the maximum bonus payable under the Plan to any one individual with
respect to any 12- month period shall be $1.5 million.

      (c) Bonus Payments. Subject to the following, the Committee shall,
following the end of a Performance Period, determine the bonus amounts payable
for that Performance Period to each Participant, and the bonus amounts so
payable (including, where applicable, related earnings, if any, credited with
respect thereto) shall be paid to Participants in cash as soon as practicable
following the end of the Performance Period to which they apply (or at such
other later time designated by the Committee during the Applicable Period),
provided that:

            (i)   no such payment shall be made unless and until the Plan
                  Committee has certified (in the manner prescribed under
                  applicable regulations relating to Code Section 162(m)) the
                  extent to which the applicable performance goals for such
                  Performance Period have been satisfied and has made its
                  decisions regarding the extent of any Negative Discretion
                  adjustment of

                                                                      

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                  awards (to the extent permitted under the Plan), and whether
                  any other applicable conditions for bonus eligibility have
                  been met;

            (ii)  (A) in the case of a Participant who has been afforded the
                  opportunity by the Committee and thereby has duly elected to
                  defer payment of his or her bonus hereunder, such bonus shall
                  be paid in accordance with such election, and (B) other than
                  in contemplation of, or on and after, a Change in Control, or
                  where the Participant has made a deferral election as provided
                  in (A) above, the Committee may require that a portion of the
                  actual bonus award for any given Performance Period shall be
                  paid on a deferred basis, with any deferred payment based in
                  each instance on such award payment rules and provisions
                  regarding the crediting of earnings as the Committee may
                  establish and announce for the Performance Period;

            (iii) in the event of a Change in Control, and solely with respect
                  to Participants who are in service with the Company or any of
                  its subsidiaries or affiliates at the time of the Change in
                  Control, (A) the bonus amount payable to a Participant with
                  respect to the Performance Period in which the Change in
                  Control occurs shall in no event be less than (but may be more
                  than) a prorated portion of the Participant's individual
                  Target Bonus Amount for that Performance Period (which Target
                  Bonus Amount may not be reduced in contemplation of, or on or
                  after the occurrence of, the Change in Control), (B) the
                  minimum pro-rated Target Bonus Amount, which shall be paid
                  whether or not the performance goals have been attained for
                  the Performance Period in which the Change in Control occurs,
                  shall be calculated by multiplying the Participant's
                  individual Target Bonus Amount by a fraction, the numerator of
                  which is the number of days the Participant was employed by
                  the Company or any of its subsidiaries or affiliates during
                  the Performance Period in which the Change in Control occurs,
                  and the denominator of which is the number of days in such
                  Performance Period, provided that such minimum pro-rated bonus
                  amount shall not be subject to any reduction pursuant to the
                  Committee's exercise of Negative Discretion (but, to the
                  extent applicable, may be subject to offset or reduction
                  pursuant to Section 6(c)(iv)), and (C) the minimum pro-rated
                  bonus amount (including credited earnings with respect to the
                  period following the Change in Control) shall be paid no later
                  than the later of (x) the earlier of (I) March 31 of the year
                  following the taxable year of the Company in which the Change
                  in Control occurs or (II) as soon as practicable following the
                  Participant's termination of employment, unless, in the case
                  of either (I) or (II) above, such payment is otherwise
                  deferred pursuant to the Company's policy regarding
                  compensation payments under Section 162(m) of the Code (based
                  on such policy as in effect immediately prior to the Change in
                  Control without taking into consideration any

                                                                      

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                  changes made to such policy in contemplation of the occurrence
                  of the Change in Control), in which case the payment shall be
                  made as soon as practicable following the end of the deferral
                  period applicable under such policy, or (y) the date for such
                  payment duly elected by the Participant in accordance with a
                  deferral opportunity made available to the Participant by the
                  Committee; and

            (iv)  to the extent determined by the Committee during the
                  Applicable Period, if the Participant is entitled to the
                  payment of a cash incentive or bonus amount that is required
                  to be paid under any other cash incentive or bonus plan
                  maintained by the Company or any of its subsidiaries with
                  respect to the same period that is otherwise covered by a
                  given Performance Period, the bonus amount otherwise payable
                  to the Participant under the Plan for the Performance Period
                  shall be reduced by the amount of such other cash incentive or
                  bonus payment.

7.    General Provisions.

      (a) Plan Amendment or Termination. The Board or the Compensation Committee
of the Board may at any time amend or terminate the Plan, provided that, without
the Participant's written consent, no such amendment or termination shall
adversely affect the rights to receive any bonus payment hereunder of any
already designated Participant for a given Performance Period once the
Participant designations and performance goals for such Performance Period have
been announced, unless any such amendment is necessary to comply with applicable
statutory or regulatory requirements under Section 162(m) of the Code.

      (b) Applicable Law. Except to the extent the terms or administration of
the Plan are otherwise subject to or governed by Federal law (including, but not
limited to, the Code), all issues arising under the Plan shall be governed by,
and construed in accordance with, the laws of the State of New York, applied
without regard to conflicts of laws principles.

      (c) Tax Withholding. The Company (and its subsidiaries) shall have the
right to make such provisions and take such action as it may deem necessary or
appropriate with respect to the withholding of any and all Federal, state, local
or other taxes that relate to bonus awards under the Plan.

      (d) No Employment Right Conferred. Participation in the Plan shall not
confer on any Participant the right to remain employed by the Company or any of
its subsidiaries, and nothing under this Plan shall otherwise interfere or
restrict right of the Company and its subsidiaries to terminate any
Participant's employment at any time with or without cause or notice.

      (e) Impact of Plan Awards on Other Plans. Plan awards shall not be treated
as compensation for purposes of any other compensation or benefit plan, program
or arrangement of

                                                                      

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the Company or any subsidiary, unless and except to the extent that the Board or
its Compensation Committee so determines in writing or such other plan, program
or arrangement includes as compensation thereunder cash incentive bonus
compensation. Neither the adoption of the Plan nor the submission of the Plan to
the Company's stockholders for their approval shall be construed as limiting the
power of the Board or the Plan Committee to adopt such other incentive
arrangements as it may otherwise deem appropriate.

      (f) Payment Upon Death. Upon the death of a Participant, any bonus amount
payable under the Plan with respect to such Participant shall be paid to the
Participant's estate.

      (g) Costs and Expenses. All award and administrative costs and expenses of
the Plan shall be borne by the Company.

      (h) Non-Transferability of Rights. Except as and to the extent required by
law, a Participant's rights under the Plan may not be assigned or transferred in
whole or in part either directly or by operation of law or otherwise (except,
pursuant to Section 7(f) above, in the event of the Participant's death),
including, but not limited to, by way of execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, and no such rights of the
Participant shall be subject to any obligation or liability of the Participant
other than any obligation or liability owed by the Participant to the Company
(or any of its subsidiaries).

      (i) Payment Obligation. Bonus payments hereunder to a Participant shall be
made by the employer responsible for the payment of base salary to the
Participant, provided, however, that the Bank shall be jointly and severally
liable for all amounts payable under the Plan.

8.    Effective Date.

            The Plan is first effective for the Performance Period commencing on
or after January 1, 1998, subject to stockholder approval of the Plan at the
Company's 1998 annual stockholders' meeting. No payments shall be made under the
Plan prior to the time such stockholder approval is obtained in accordance with
applicable law, including, but not limited to, the stockholder approval
requirements under Code Section 162(m). If approved by the Company's
stockholders at the Company's 1998 annual stockholders' meeting, the Plan will
remain effective through the end of the Company's taxable year ending December
31, 2002 (provided that certifications and payment of awards related to periods
prior to that date may be made after December 31, 2002), unless the Board or the
Compensation Committee of the Board terminates the Plan earlier.

                                                                      

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