<PAGE>   1

                                                         EXHIBIT 10.30


              KEY EXECUTIVE LIFE INSURANCE/DEATH BENEFIT
            PLAN OF THE DIME SAVINGS BANK OF NEW YORK, FSB
         As Amended and Restated Effective as of April 1, 1999

                               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.

       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.


<PAGE>   2


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

       1.8 "Life Insurance Trust" means an irrevocable trust to which
a Participant has transferred his or her actual and prospective
incidents of ownership in the life insurance benefits provided under
this Plan.

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

       1.10 "Participant Premium" means the portion of the insurance
premium for the life insurance benefit payable by the Participant or
his/her surviving spouse (or, as appropriate, by a transferee of the
incidents of ownership with respect to the life insurance coverage
hereunder) as a condition of participation in the Plan.

       1.11 "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.

       1.12 "Retirement" means (i) the date of the Participant's
termination of service with the Bank after his or her Early Retirement
Age (as defined in the Retirement Plan) or otherwise on or after both
attaining age 55 and after completing a Period of Service (as defined
in the Retirement Plan) of at least 5 years, whether or not otherwise
eligible for early or normal retirement under the Retirement Plan, and
(ii) for Participants whose termination of service is not described in
clause (i) above, the later of the date of the Participant's
termination of service with the Bank or the attaining of age 65.

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

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

       1.15 "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.


<PAGE>   3

       1.16 "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).

       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


<PAGE>   4



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 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:


<PAGE>   5


<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                        I and III                   3 times Annual
                                                         Compensation
IV                         IV                          1.5 times Annual
                                                         Compensation

</TABLE>

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 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



<PAGE>   6



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 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.

            (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



<PAGE>   7


                (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.

                              ARTICLE IV

                             Contributions

       4.1 Bank Payments.

           (a) With respect to 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 life insurance coverage elected by the
Participant; provided that after the Retirement of a Participant the
Bank shall only be required to maintain in effect sufficient life
insurance to provide the life insurance benefit available to the
Participant pursuant to Section 5.4.

           (b) 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



<PAGE>   8



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 and, after the date of
                  the Participant's Retirement, the Bank shall
                  only be required to maintain in effect
                  sufficient life insurance to provide the life
                  insurance available to the Participant pursuant
                  to Section 5.4.

           (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.

           (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).

           (c) The Bank's obligation to provide the death benefits
referred to in Section 5.3 shall continue (to the extent that they
apply, and are not the subject of an election to receive life
insurance benefits in lieu thereof) regardless of whether any life
insurance policy is maintained on a Participant or spouse.

           (d) 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


<PAGE>   9


"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
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. Notwithstanding the foregoing, where a Participant has
transferred his or her incidents of ownership in life insurance
coverage provided hereunder, the premium obligation shall be an
obligation of the transferee (e.g. the Life Insurance Trust), which
shall be responsible for remitting the Participant Premiums (or
arranging for their payment) so that they are paid at the times set
forth above.

           (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



<PAGE>   10


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.

       5.2 Standard 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, if any, 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, unless a valid
election is in effect for the life insurance benefits described in
Section 5.4, 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



<PAGE>   11


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.

           (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 (unless a
valid election is in effect for the life insurance benefits described
in Section 5.4), (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



<PAGE>   12


              (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 Election for Post-Retirement Life Insurance Benefits. A
Participant may elect that, in lieu of the death benefits payable upon
the death of a Participant after his/her Retirement pursuant to
Sections 5.3(a) and (b), the Participant's Beneficiary shall instead
receive life insurance proceeds in an amount equal to 60% of the
amount that would otherwise be payable as a vested death benefit under
Section 5.3(a) or (b) (as applicable). Any such elections may only be
made in accordance with the following provisions, and the life
insurance coverage shall be accompanied by such responsibilities as
are set forth in the following provisions:

           (a) The election to provide a life insurance benefit,
rather than a Bank-paid death benefit must be made (and not revoked)
prior to the Participant's Retirement Date (to be effective upon the
Participant's Retirement Date), or if made or received by the
Committee after the Participant's Retirement Date shall only be
effective on the January 1 following the date the election is received
by the Committee; provided that with respect to any Participant whose
Retirement Date occurred before June 1, 1999, an election to provide a
life insurance benefit rather than a Bank-paid death benefit will be
effective as of the date it is received by the Committee if it is so
received on or prior to June 30, 1999.

           (b) Any election under this Section 5.4 shall be in
writing, in a form acceptable to the Committee.

           (c) An election to provide a life insurance benefit, rather
than a Bank-paid death benefit, that is effective at such time
that the incidents of ownership of the Participant's life insurance
benefits or death benefits are held by a transferee (such as a Life
Insurance Trust) may not be subsequently changed. An election pursuant
to this Section 5.4 may otherwise be revoked in writing before it
becomes effective, and if a Participant has not transferred the
incidents of ownership of the Participant's life insurance benefits or
death benefits to a transferee (such as a Life Insurance Trust), the
Participant may elect in writing in advance that, as of any subsequent



<PAGE>   13


January 1, a death benefit pursuant to Section 5.3 be payable upon the
death of the Participant, rather than the life insurance benefit
previously elected in accordance with this Section. Such a Participant
may in later years (effective as of January 1 by advance written
election) elect that a life insurance benefit pursuant to this Section
5.4 again be paid in lieu of a death benefit pursuant to Section 5.3,
provided, however, that no election pursuant to this sentence may be
made if the Participant has not been covered by a life insurance
benefit hereunder for a period of three or more consecutive years
prior to the date such election is to be effective.

           (d) During the period that an election for life insurance
benefit coverage is in effect, the Participant shall be responsible
for the taxes on any imputed income in connection with such coverage
(and, to the extent the incidents of ownership of the Participant's
life insurance benefits have been transferred to a transferee (such as
a Life Insurance Trust), for any gift taxes related to the value of
such coverage). The Participant shall be responsible to pay to the
Bank in advance of their due date, any amounts required with respect
to tax withholding obligations related to such taxes, provided that
notice of such payment obligation is provided at least 30 days in
advance by the Bank to the Participant or applicable transferee; if
notice is not provided more than 30 days in advance of such due date,
payment must be made within 30 days after notice is provided. If any
payments of amounts required in connection with tax withholding on
imputed income are not timely made to the Bank, participation by the
Participant (and, as applicable, any transferee of the incidents of
ownership of the Participant's life insurance benefits) in the Plan
shall cease, and no benefit shall be payable to the Participant's
Beneficiary upon the Participant's death.

       5.5 Limitation on Benefits. Notwithstanding the provisions of
Sections 5.2, 5.3 and 5.4, 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.



<PAGE>   14


                              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 termination
of service described in clause (i) of the definition of Retirement. 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 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



<PAGE>   15


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 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 where his termination of employment does not satisfy the
provisions of clause (i) of the definition of Retirement, and 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%
</TABLE>


<PAGE>   16


<TABLE>

<S>                                                                              <C>
            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 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 if the Participant or any responsible transferee
fails to pay the required amount of Participant Premiums or amounts
required in connection with imputed income 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 to be provided as a life



<PAGE>   17


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.

           (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, 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




<PAGE>   18

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; provided that claims
with respect to the availability of elections or their validity under
Section 5.4 and with respect to the payment of Participant Premiums of
other payment obligations shall be filed and decided in accordance
with Section 8.3(b). 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 or
with respect to those items to which this claim procedure otherwise
applies 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 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


<PAGE>   19


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.

           (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 (i) the death of the Participant prior to
Retirement (in the case of Single Life Coverage) or (ii) the death of
the Participant prior to Retirement and after the death of his/her
spouse or (iii) the death of a Participant's surviving spouse who has
elected Option A pursuant to



<PAGE>   20


Section 3.7 prior to attaining age 65 (in the case of Survivor Joint
Life Coverage), or (iv) the death of the Participant at such time that
a life insurance benefit is payable pursuant to Section 5.4, proceeds
of the policy in an amount equal to the amount of coverage elected by
the Participant (to the extent applicable) or, in the amount otherwise
provided for in Section 5.4, shall be paid to the Beneficiary by the
Carrier. Any proceeds of the policy in excess of the amount described
above 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),
except to the extent they are payable to the Participant's Beneficiary
as provided above..

           (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.

           (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




<PAGE>   21


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 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 and other incidents of ownership to a Life Insurance Trust
or to another designee with respect to such Participant's life
insurance and death benefits under the Plan, provided that such
assignment is by gift, without consideration. Such assignment shall be
made by written notice to the Committee, accompanied by such forms or
affidavits that the Committee and any applicable insurance carrier may
require. Upon any such assignment, if valid, notwithstanding anything
to the contrary hereunder, to the extent permitted by law, all rights
of the Participant to make elections or directions hereunder shall be
exercisable by the Life Insurance Trust or other designee, rather than
by the Participant, and in making such assignment the Participant
shall be deemed to have consented to any elections or directions
subsequently made by the Life Insurance Trust or other designee. To
the extent permitted by applicable law and the rules of any Carrier,
an assignee shall have the right to



<PAGE>   22

further assign such right by gift (and without consideration). The
Participant shall be responsible for the payment of any taxes (and the
reporting thereof) with respect to any assignment made in accordance
with this provision.

       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 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



<PAGE>   23


       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
       Bank (or similar transaction) in which no Person is or becomes
       the Beneficial Owner, directly or




<PAGE>   24


       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 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



<PAGE>   25


       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 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.

<PAGE>   26

                               Amendment to the
              Key Executive Life Insurance/Death Benefit Plan of
                    The Dime Savings Bank of New York, FSB

                         Effective as of April 1, 1999


      Section 5.4(a) of the Key Executive Life Insurance/Death Benefit
Plan of The Dime Savings Bank of New York, FSB is amended to provide
as follows:

            "(a) The election to provide a life insurance benefit,
      rather than a Bank-paid death benefit must be made (and not
      revoked) prior to the Participant's Retirement Date (to be
      effective upon the Participant's Retirement Date), or if made or
      received by the Committee after the Participant's Retirement
      Date shall only be effective on the January 1 following the date
      the election is received by the Committee; provided that with
      respect to any Participant whose Retirement Date occurred before
      June 1, 1999, an election to provide a life insurance benefit
      rather than a Bank-paid death benefit will be effective as of
      the date it is received by the Committee if it is so received on
      or prior to September 30, 1999."