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                                                                   Exhibit 10.34

                               Dime Bancorp, Inc.
                     Supplemental Executive Retirement Plan

            As Amended and Restated Effective as of December 2, 1997

            1. Establishment and Purpose of the Plan. This Supplemental
Executive Retirement Plan (the "Plan") is established to enable Dime Bancorp,
Inc. (the "Company") and its subsidiaries to secure and retain the services of
key employees and to motivate such employees to exert their best efforts, by
assuring such employees a reasonable level of retirement income.

            2. Administration. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company, or such other
committee appointed by the Board of Directors of the Company (the "Committee").
The Committee shall be authorized to interpret the Plan and make decisions
regarding any questions arising thereunder, and any such interpretation or
decision of the Committee shall, unless overruled or modified by the Board of
Directors of the Company (the "Board"), be final, conclusive and binding upon
all participants in the Plan and upon any person claiming benefits or rights
under the Plan. No member of the Committee shall be entitled to act on or decide
any matter relating solely to himself or herself or any of his or her rights or
benefits under the Plan. The Committee may, in its discretion, designate a
person or persons to carry out such duties or functions as the Committee so
determines. Notwithstanding any provision of the Plan to the contrary, any duty
or function which may be performed by the Committee or its designee under the
Plan may instead be performed by the Board if the Board so determines in its
sole discretion. Unless otherwise provided by the by-laws of the Company, a
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members physically present at a meeting or participating in a telephonic
meeting, or acts unanimously approved in writing by the Committee without a
meeting, shall be the acts of the Committee.

            3. Eligibility. Officers and full-time salaried employees of the
Company and any Parent or Subsidiary (including members of the Board or members
of the boards of directors of any Parent or Subsidiary who are otherwise
employees of the Company or any Parent or Subsidiary) shall be permitted to
participate if and to the extent that they are designated, by name or
classification, as Participants by the Committee in its sole discretion. For
these purposes, a "Parent" is any entity that directly or indirectly owns 80% of
the combined voting power of all classes of stock of the Company, and a
"Subsidiary" is any entity of which the Company or any Parent of the Company
directly or indirectly owns 50% or more of the total combined voting power of
all classes of stock or, if not a corporation, at least 50% of the profits or
capital interest in such entity. In all events, it is intended that this program
be limited to a select group of management or highly compensated employees,
within the meaning of the Employee Retirement Income

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Security Act of 1974, as amended. No employee shall at any time have the right
to be selected as a Participant hereunder, and neither the Plan nor any action
taken under the Plan shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its subsidiaries.

            4. Pension Goals. At such time as any employee is designated a
Participant under the Plan, the Committee shall determine and communicate to the
Participant a "Pension Goal," which goal shall be based upon his or her position
with the Company or any Parent or Subsidiary, and any other factors as the
Committee deems appropriate; provided, however, that the Pension Goal for any of
the officers of the Company and any Parent or Subsidiary whose compensation is,
by resolution of the board of directors of the employing entity, reviewed and
fixed from time to time by such board (a "Senior Officer"), shall be subject to
the approval of the Board. A Participant's Pension Goal shall be a percentage
(not less than 30% nor more than 60%) of the Participant's Average Compensation,
as defined in Paragraph 5 below. Notwithstanding the foregoing, after a
Participant becomes fully vested in his or her Pension Goal (as determined
pursuant to the provisions of Section 6 below), the Committee may, in its sole
discretion but with, in the case of Senior Officers, the approval of the Board,
on a year-by-year basis, add up to two percentage points to the Pension Goal
then established for the Participant for each year of additional service by the
Participant.

            5. Average Compensation. For purposes of the Plan, a Participant's
"Average Compensation" means a Participant's average annual rate of Compensation
(as defined below) from the Company and, as applicable and as designated by the
Committee, from any Parent or Subsidiary, for (x) the 36 consecutive months of
the last 120 months of the Participant's employment by the Company and, to the
extent determined by the Committee, by a Parent or Subsidiary, when the
Compensation of the Participant is the highest, or (y) for such other period as
designated by the Committee, or (z) during the Participant's total period of
employment by the Company and, as applicable, any Parent or Subsidiary, if such
period of employment is for a period of less than the period over which the
Compensation would otherwise be measured.

            For these purposes, a Participant's Compensation means the
sum of (i) and (ii) below, where

      (i)   is base salary, including amounts deferred by the Participant under
            the Dime Bancorp, Inc. Voluntary Deferred Compensation Plan or any
            other deferred compensation plan hereafter adopted by the Company or
            any Parent or Subsidiary or pursuant to the terms of the
            Participant's employment contract, if any, and including amounts
            which, pursuant to the election of the Participant, the Company or
            any Parent or Subsidiary has contributed to any cash or deferred
            arrangement qualified under Section 401(k) of the Internal Revenue
            Code of 1986, as amended (the "Code");

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            and as a pre-tax employee contribution, and any other amounts
            contributed by the Participant on a pre-tax basis towards benefits
            under a plan described in Section 125 of the Code; and

      (ii)  is the Participant's other taxable cash-based compensation payable
            under the Dime Bancorp, Inc. Officer Incentive Plan or other
            cash-based incentive plan or program or individual arrangement
            providing for cash-based incentive compensation, in each case with
            respect to the period for which the determination is made, but
            excluding any amounts paid to the Participant as a sign-on bonus in
            connection with the initial commencement of employment of the
            Participant with the Company or any Parent or Subsidiary;

provided, however, that such other compensation described in (ii) above shall be
allocated, and deemed for these purposes as taxable compensation, equally over
the period in which it is earned. Notwithstanding the foregoing, to the extent
determined by the Committee, a Participant's Compensation (a) shall also
consider and include amounts paid to the Participant by Anchor Bancorp, Inc. and
any of its Parents or Subsidiaries (determined as if Anchor Bancorp, Inc. were
the Company), or (b) shall include deemed compensation amounts, whether or not
actually paid, in lieu of amounts otherwise described in (ii) above; provided,
however, that, with respect to a Participant in the Plan prior to a Change in
Control, no deemed compensation amounts may be utilized (to the extent not
utilized or otherwise provided for in a governing grant letter or agreement
prior to the Change in Control) without the consent of the Participant.

            6. Vesting. Except as otherwise determined by the Committee and
communicated by the Committee or its designee to a Participant, each Participant
shall vest in his or her Pension Goal in accordance with the following schedule:
<TABLE>
<CAPTION>

            Years of Service with
            the Company or any Parent
            or Subsidiary (or any
            predecessor of any                  Percent Vested in
            such entities)                      Pension Goal
            -------------------------           -----------------
            <S>                                 <C>
                  5                                   50%
                  6                                   60%
                  7                                   70%
                  8                                   80%
                  9                                   90%
                 10                                  100%

</TABLE>

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To the extent determined by the Committee, in the event of and upon the merger
of Anchor Bancorp, Inc. with the Company, Years of Service shall also consider
service previously completed with Anchor Bancorp, Inc. or any of its Parents or
Subsidiaries (determined as if Anchor Bancorp, Inc. were the Company). In the
event of any termination of a Participant's service with the Company, a Parent
or a Subsidiary, the Participant shall continue to be credited with service for
these purposes during any period of salary continuation from such entity. A Year
of Service will otherwise be determined in accordance with the terms of the
Retirement Plan of The Dime Savings Bank of New York, FSB (as a 12-month long
Period of Service), or a successor thereto. In addition, except as otherwise
provided in this Section 6, a Participant will be fully vested in his or her
Plan benefit in the event that there has been a Change in Control (as defined in
Section 12), and if within one year after any such Change in Control (or, in the
event the Participant has an employment or change in control agreement with the
Company or any Parent or Subsidiary, within the remaining term of such agreement
determined at the date of the Change in Control, if later), (x) the
Participant's employment is terminated by his or her employer (other than for
"cause" (as defined below)) or (y) the Participant terminates his or her
employment with the Company and its Parent and Subsidiaries after the
Participant's employer has either (A) made 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
Change in Control, or (B) reduced the Participant's annual salary to a level
below that in effect immediately prior to the Change in Control, provided that
in the case of the Change in Control event described in clause (v) of Section
12, the termination of employment referred to in clauses (x) and (y) above
occurs on or before the Abandonment Date. As used in this Section 6, 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 12) 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 Dime Savings
Bank of New York, FSB (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. For purposes of this
Section 6, a termination of employment shall be deemed to occur on the date that
a notice of termination is given by the Company, or any Parent or Subsidiary or
the Participant to the other party, or the Company, or a Parent or Subsidiary
gives notice to the Participant that it intends not to renew the Participant's
employment contract, if any, at the end of its term. 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

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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. Notwithstanding anything in this Plan to the contrary, on and
after a Change in Control (as defined in Section 12), a Participant shall be
eligible to be paid a benefit under the Plan, to the extent vested (and subject
to any additional vesting under the Plan as in effect immediately prior to the
Change in Control, or if it results in a greater vested percentage, pursuant to
the terms of any applicable employment or change in control agreement between
the Participant and the Company or any Parent or Subsidiary), that is not less
than a benefit calculated based upon the amount of the Participant's Pension
Goal and Average Compensation and the otherwise applicable terms of the Plan and
any related grant letter or agreement regarding Plan participation, each as
determined immediately prior to the Change in Control.

            7. Normal Retirement Benefit. A Participant who remains in service
with the Company, a Parent or any Subsidiary at least until his or her 65th
birthday shall be paid, if applicable vesting requirements have been met, a
normal retirement benefit from the Company (or if the Participant was employed
by any Parent or Subsidiary, to the extent such obligation relates to
compensation paid by such entity, either from such entity or from the Company).
The amount of a Participant's annual normal retirement benefit shall commence to
be payable as of the last day of the month following the month in which the
Participant attains age 65, or, in the event the Participant has remained in
service with the Company, any Parent or Subsidiary after such date, as of the
last day of the month following the month in which the Participant terminates
such service. The annual amount of the normal retirement benefit hereunder shall
equal the amount of the Participant's Pension Goal in which the Participant is
then vested, less (i) the annual amount of any benefits which the Participant is
then entitled to receive under any defined benefit plan qualified under Section
401(a) of the Code sponsored by the Company, any Parent or Subsidiary (the
"Retirement Plan(s)") determined without regard to any benefit reduction under
any such plan with respect to any benefits provided under a defined contribution
plan, if any, and further reduced by (ii) the annual amount of any benefits
which the Participant is then entitled to receive under the Benefit Restoration
Plan of The Dime Savings Bank of New York, FSB (and, if and to the extent so
adopted, of the Company), and under any other plan maintained by the Company,
any Parent or Subsidiary that determines benefit amounts with relation to the
Retirement Plan(s), and under any employment contract with the Company, any
Parent or Subsidiary to the extent the benefits under any such plan or
employment contract are related to benefits provided under the Retirement
Plan(s). In the event the benefits described in clauses (i) and (ii) of the
preceding sentence are not payable in the form of a single life annuity or do
not commence at the same time as the benefits payable under the Plan, the
benefits so described in clauses (i) and (ii) shall, solely for purposes of the
offset provided for in the preceding sentence, be converted, on an actuarial
equivalent basis, to a single life annuity form of payment commencing at the
same time as the benefits under the Plan. For purposes of this Section 7,
actuarial equivalence shall be determined based on the factors used to determine
actuarial

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equivalence (including the factors applicable to the early commencement of
benefits) under the Retirement Plan of Dime Bancorp, Inc., provided that, if the
form of benefit otherwise applicable to a benefit or benefit offset hereunder is
not a form of benefit payable under the Retirement Plan of Dime Bancorp, Inc.,
then the factors otherwise applicable under the Retirement Plan of Dime Bancorp,
Inc. to a benefit payable thereunder in a form other than a lump sum shall
apply. Notwithstanding anything in this Plan to the contrary, the Bank shall be
jointly and severally liable for the payment of all normal retirement benefits
payable under the Plan.

            8. Early Retirement Benefit. A Participant shall be paid an early
retirement benefit from the Company (or if the Participant was employed by any
Parent or Subsidiary, to the extent such obligation relates to compensation paid
by such entity, either from such entity or from the Company) in the event the
Participant's termination of service with the Company and any Parent and
Subsidiaries occurs prior to the Participant attaining age 65, provided,
however, that no such benefit shall commence prior to the Participant attaining
age 55, and provided, further, that unless the Committee determines otherwise,
if the Participant elects no later than 24 months prior to such termination of
service, the commencement of the Participant's early retirement benefit shall be
delayed to the last day of the month designated by the Participant, but not
later than the last day of the month following the month the Participant attains
age 65. Notwithstanding the foregoing, the Committee may provide for a different
automatic early retirement benefit commencement date for a Participant, to apply
absent the Participant's effective election of another commencement date. The
amount of a Participant's annual early retirement benefit shall be determined in
the same manner as the Participant's annual normal retirement benefit hereunder;
provided, however, that such early retirement benefit shall be adjusted by
reducing the Pension Goal in which the Participant is vested by 5% of such
Pension Goal for each of the first five years by which the Participant's
commencement date hereunder precedes the date the benefit would commence as a
normal retirement benefit, and by an additional 3% reduction of such Pension
Goal for each of the next five years (in excess of the initial five years) by
which the Participant's commencement date hereunder precedes the date the
benefit would commence as a normal retirement benefit, with a pro-rata reduction
for portions of such years. In the event the Committee provides for an automatic
early retirement benefit commencement date prior to the last day of the month
following the month in which the Participant attains age 55, the Participant's
benefit hereunder, after being adjusted as described in the preceding sentence,
shall be further reduced so that it is the actuarial equivalent of the benefit
that would be payable to the Participant at the last day of the month following
the month in which the Participant attains age 55, with such actuarial
equivalence determined based on the factors used to determine actuarial
equivalence (for other than lump sum benefits) under the Retirement Plan of The
Dime Savings Bank of New York, FSB (the "Retirement Plan"). Once payment of any
early retirement benefit commences, it shall not be further adjusted on account
of the attaining of any stated age (except to the extent that an offset
described under Section 7 later becomes applicable). Notwithstanding anything in
this Plan to the

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contrary, the Bank shall be jointly and severally liable for the payment of all
early retirement benefits payable under the Plan.

            9. Form of Benefit Payments. Payments under the Plan shall be made
monthly to a Participant from their commencement date for the remaining life of
the Participant (the "single life annuity" form), in an amount equal to 1/12 of
the annual amount of the Participant's normal or early retirement benefit
hereunder, as applicable, in which the Participant is vested. To the extent
provided in Sections 7 and 8, the amount of such payments shall be adjusted in
the event the offsetting amounts described in Section 7 hereunder change during
the term of such payments. A Participant may elect to receive, in lieu of the
form of benefit described above, a benefit in any of the following forms:

      (i)   a reduced monthly benefit providing for monthly payments to the
            Participant during his or her life, and continued monthly payments
            after the death of the Participant to the Participant's surviving
            designated beneficiary (subject to such conditions as the Committee
            may designate), in an amount equal to either 50% or 100% of the
            amount of the Participant's monthly payments (a 50% or 100% "joint
            and survivor annuity"); or

      (ii)  a reduced monthly benefit providing for monthly payments to the
            Participant during the Participant's life, with payments in the same
            amount to the Participant's designated beneficiary continuing after
            the Participant's death, if applicable, so that payments are made
            for no less than a total of one of 5, 10 or 15 years (a life annuity
            with 5, 10 or 15 years certain);

provided however, that any payment in any such alternative form shall be the
actuarial equivalent of the payments that would be made under the single life
annuity form, and provided further that any such election (and any designation
of a beneficiary to receive a benefit under a joint and survivor annuity form)
must be made by a Participant no later than 24 months prior to the termination
of the Participant's service with the Company or any Parent or Subsidiary. For
these purposes, actuarial equivalence shall be determined in the same manner
that applies for the same purposes under the Retirement Plan, as interpreted by
the Committee in its sole discretion. If any such alternative benefit form is
elected, the Participant shall, at or prior to the time of such election, name
in writing a designated beneficiary on a form to be provided by the Committee or
its designee. Notwithstanding the foregoing, the Committee may provide that the
automatic form of benefit for a Participant (absent his or her election to
receive a benefit in another form) shall be either an actuarially reduced 50% or
100% joint and survivor annuity, as described above, with the Participant's
surviving spouse as beneficiary. The Committee may also, in its discretion, make
available any other optional forms of benefit to any Participant as it
determines, provided that any payment in any such optional forms shall be of the
equivalent actuarial value of the payments that would be made under the single
life annuity form, with such equivalence determined based upon the actuarial
equivalence standards

<PAGE>   8
                                                                               8


utilized under the Retirement Plan, interpreted by the Committee in its sole
discretion, and provided, further, that the Participant make an irrevocable
election of any such optional form no later than 24 months prior to the
termination of the Participant's service with the Company or any Parent or
Subsidiary. Notwithstanding anything in this Section 9 to the contrary, and in
addition to any elections otherwise available to a Participant under this
Section 9, a Participant may elect, at such time and in such manner as may be
prescribed by the Committee or its designee (but no later than 30 days after
notice is provided to the Participant), that his or her benefit under the Plan
be paid in any form of payment described in clause (i) or (ii) of this Section 9
in lieu of the single life annuity form of benefit described in the first
sentence of this Section 9.

            10. Lump Sum Benefits. Notwithstanding the provisions of Sections 7,
8 and 9, (i) the Committee may provide, in its sole discretion, that in lieu of
any payment under such sections a Participant shall receive, within 60 days of
the Participant's termination of service with the Company, any Parent and any
Subsidiaries, a lump sum benefit equal to the actuarial equivalent of the
benefit that would otherwise be payable in accordance with such sections, and
(ii) a Participant may, at such time and in such manner as may be prescribed by
the Committee or its designee (but no later than 30 days after notice is
provided to the Participant), elect that, following a Change in Control, such
portion of the benefit payable under the Plan, determined on an actuarial
equivalent basis, as is equal to the amounts that would have been payable with
respect to the Participant pursuant to the terms of his or her employment or
change in control agreement with the Company or any Parent or Subsidiary or
otherwise on account of the Change in Control, but which amounts are not
payable, as provided under any such agreement or otherwise, because of a cutback
to avoid the imposition of excise taxes under Section 4999 of the Code, be paid,
in whole or in part, in a lump sum with the balance of any benefit payable under
the Plan paid in such form of payment as is otherwise applicable under the Plan.

            11. Preretirement Survivor Benefit. If a Participant dies before the
payments to the Participant hereunder have commenced (regardless of the
Participant's age), to the extent the Participant was vested in a benefit
hereunder the Participant's Surviving Spouse (to whom the Participant must have
been married for the one-year period preceding the Participant's death), shall
be entitled to monthly payments from the Company (or if the Participant was
employed by any Parent or Subsidiary, to the extent such obligation relates to
compensation paid by such entity, either from such entity or from the Company)
equal to the amount of the monthly benefits such surviving spouse would have
received had the Participant commenced receiving benefits hereunder in
accordance with Section 7 or 8 as of the date of his or her death (presuming for
these purposes that the Participant had attained age 55), having validly elected
that benefits be paid in the form of a 50% joint and survivor annuity with the
Surviving Spouse as beneficiary as described in Section 9, and died immediately
thereafter. Such monthly payments shall commence at the end of the month
following the date of the Participant's death or, if later, the end of the month
following the date the Participant would have

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attained age 55, had he or she lived. Except as provided below, no payment shall
be made with respect to the benefits that would otherwise be paid to a
Participant if the Participant dies before his or her payments commence under
this Plan, and the Participant is not survived by a Surviving Spouse (as
described above). In the event benefits have been paid to a surviving spouse
pursuant to this Section 11 and such spouse dies, and there are, at that time,
any surviving children of the Participant who have not attained age 21, payment
of the same monthly amount that had been paid to the surviving spouse shall
continue in equal shares to and among such children while they are each under
age 21, until the last of such children attains age 21. In the event that a
Participant dies without a surviving spouse eligible for benefits under this
Section 11, but with surviving children who have not attained age 21, payment of
the monthly amount that would have been payable to a qualifying surviving spouse
of the same age as the Participant under this Section 11 shall be paid in equal
shares to and among such children while they are each under age 21, until the
last of such children attains age 21. For purposes of this Section 11, and
notwithstanding anything herein to the contrary, if a Participant dies after a
Change in Control (as defined in Section 12) occurs and if, following such
Change in Control, but prior to the Participant's death or other termination of
employment with the Company and any Parent or Subsidiary, 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 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 such Change in Control, the Participant
shall be vested in his or her benefit under the Plan to the same extent as if
the Participant had terminated service with the Company or any Parent or
Subsidiary immediately prior to his or her death, and the preretirement survivor
benefit provisions of this Section 11 shall apply with respect to such benefit
and with such applicable vesting. Notwithstanding anything in this Plan to the
contrary, the Bank shall be jointly and severally liable for the payment of all
preretirement survivor benefits payable under the Plan.

            12. Change in Control. For purposes of this Plan, a Change in
Control shall mean the occurrence of any of the following events:

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

      (ii)  the following individuals cease for any reason to constitute a
            majority of the number of directors then serving as directors of the
            Company: individuals who, on July 24, 1997, constitute the Board of
            Directors of the Company and any new director (other than a director
            whose initial

<PAGE>   10
                                                                              10


            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
            director 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 of (B) a merger or consolidation
            effected solely to implement a recapitalization of the Company or
            the Bank (or similar transaction) in which no Person is or becomes
            the Beneficial Owner, directly or indirectly, of securities of the
            Company or the Bank (not including in the securities beneficially
            owned by such Person any securities acquired directly from the
            Company or its Affiliates) representing 35% or more of the combined
            voting power of the Company's or the Bank's then outstanding
            securities;

      (iv)  the stockholders of the Company or the Bank approve a plan of
            complete liquidation or dissolution of the Company or the Bank,
            respectively, or there is consummated a sale or disposition by the
            Company or any of its 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 at their ownership of the voting
            securities of the Company immediately prior to such sale or
            disposition; or

<PAGE>   11
                                                                              11


      (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 12 (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 12 (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 12 (a "Plan of
            Liquidation").

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

            13. General Creditor Status. Participants hereunder and their
beneficiaries shall have the status of unsecured creditors with respect to their
benefits under this Plan, and it is intended that the Plan be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended. The Company or, as applicable, any Parent or
Subsidiaries, will be named sole owner of any investments made with respect to
the benefits to be provided hereunder, and of all rights and privileges
conferred by the terms of the instruments evidencing such investments. Nothing
stated herein shall cause any such investments to be treated as anything but the
general assets of the Company or, as applicable, a Parent or Subsidiary, nor
will anything stated herein cause any such investments to represent the vested,
secured or preferred interest of any Participant, surviving spouse or
beneficiary hereunder.

            14. Obligations of Successor. The obligations of the Company and any
Parent or Subsidiary under the Plan shall be binding upon any successor
corporation or

<PAGE>   12
                                                                              12


organization resulting form the merger, consolidation or other reorganization or
from any reincorporation or change of name of the Company or any Parent or
Subsidiary, or upon any successor entity succeeding to substantially all of the
assets and business of any such entity. The Company agrees that it will make
appropriate provision for the preservation of Participant's rights under the
Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization, reincorporation, change of name or
transfer of assets.

            15. Nonalienation. The right to receive a benefit under the Plan
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Participant or the Participant's beneficiaries.

            16. Tax Withholding. The Company (or other entity from which
payments are made hereunder) shall deduct from all amounts paid under the Plan
all federal, state, local and other taxes required by law to be withheld with
respect to such payments, and to the extent that any withholding or other taxes
are required to be paid prior to the payment of amounts payable hereunder,
amounts shall be withheld from other amounts otherwise payable to the
Participant, or the Company or a Parent or Subsidiary may require the
Participant to make other arrangements for the payments of such obligations.

            17. Incapacitated Payee. If the Committee shall find that any person
to whom any amount is payable under the Plan is unable to care for his or her
affairs because of illness or accident, or because such person is a minor, or
has died, then any payment due to such person or his or her estate may, if so
directed by the Committee, be paid to such person's spouse, child, a relative,
an institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Committee and the Company and any Parent or Subsidiary
hereunder.

            18. Indemnification. The Company shall indemnify, hold harmless and
defend each member of the Board and each member of the Committee, and each of
their designees who are employees of the Company or of any subsidiaries, in
connection with any action they take or fail to take in connection with the Plan
to the fullest extent provided in the Certificate of Incorporation of the
Company and applicable law.

            19. Severability. A determination that any provision of the Plan is
invalid or unenforceable shall not affect the validity or enforceability of any
other provision hereof.

<PAGE>   13
                                                                              13


            20. Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions of the Plan shall not be deemed a waiver of such
term, covenant or condition. A waiver of any provision of the Plan must be made
in writing, designated as a waiver, and signed by the party against whom its
enforcement is sought. Any waiver or relinquishment of any right or power
hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.

            21. Governing Law. The Plan shall be construed, administered and
enforced according to the laws of the State of New York without respect to
conflict of laws principles, except to the extent that such laws are preempted
by federal law.

            22. Construction of Language. Wherever appropriate in the Plan,
words used in the singular may be read in the plural, words in the plural may be
read in the singular, and words importing the masculine gender shall be deemed
equally to refer to the feminine or the neuter. Any reference to a Section shall
be to a Section of the Plan, unless otherwise indicated. The captions preceding
the provisions of the Plan have been inserted solely as a matter of convenience
and in no way define or limit the scope or intent of any provision of the Plan.

            23. Amendment or Termination. The Board or the Committee may amend,
discontinue or terminate the Plan at any time; provided, however, that no
amendment or termination shall adversely affect the right of any Participant to
a previously vested benefit hereunder, or shall extend the period over which a
Participant shall vest in benefits under the Plan beyond the period as in effect
at the commencement of the Participant's participation in the Plan, without such
Participant's written consent; and, provided further, that upon the occurrence
of a Change in Control, the last sentence of Section 6 of the Plan, as in effect
on July 24, 1997, may not be amended, modified or revised as to any affected
Participant, unless such Participant consents to such amendment, modification or
revision. Notwithstanding anything in the Plan to the contrary, following the
occurrence of a Change in Control, neither any provision of the Plan nor any of
the terms of any related grant letter or agreement regarding Plan participation
may be amended, modified or revised in a manner affecting any Participant who is
in service with the Company or any of its subsidiaries at the time of the Change
in Control if such amendment, modification or revision would cause, or have the
effect of causing, the benefit payable under the Plan with respect to such
Participant to be less than what such benefit would have been had the benefit
been calculated based on the terms of the Plan and the related grant letter or
agreement regarding Plan participation as in effect immediately prior to the
Change in Control (but considering, without limitation, but based on such terms
as in effect immediately prior to the Change in Control, compensation, service
and attained age after the Change in Control), unless the Participant (or, as
applicable, such Participant's designated beneficiary) consents to such
amendment, modification or revision.

<PAGE>   14
                                                                              14


            24. Other Plans. Benefits payable under the Plan shall not be deemed
salary or other compensation to the Participant for the purpose of computing
benefits to which he or she may be entitled under any other plan or arrangement
of the Company, any Parent or Subsidiary.