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                                                                   Exhibit 10.37

                               DIME BANCORP, INC.
                      VOLUNTARY DEFERRED COMPENSATION PLAN
                                  FOR DIRECTORS
                       (As Amended and Restated Effective
                              as of July 24, 1997)

                  1. Establishment and Purpose of the Plan. This Voluntary
Deferred Compensation Plan for Directors (the "Plan") is established to enable
the members of the Boards of Directors of Dime Bancorp, Inc. (the "Company") and
its subsidiaries to defer a portion of the fees that would otherwise be paid to
them as directors and to, instead, receive such amounts at a later date, and, to
the extent provided in Paragraph 5, to provide for the payment of amounts
transferred to the Plan representing the present value of benefits previously
accrued under the Retainer Continuation Plan for Independent Directors of The
Dime Savings Bank of New York, FSB (the "Retainer Continuation Plan").

                  2. Administration. The Plan shall be administered by the
Compensation Committee of the Board of Directors of Dime Bancorp, Inc. or such
other committee appointed either by the Board of Directors of the Company (the
"Board") or by such Compensation Committee (the "Committee"), provided, however,
to the extent determined necessary to satisfy the requirements for exemption
from Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Act"), with respect to investments deemed made hereunder in phantom stock of
the Company, action by the Committee may be by a committee composed solely of
two or more "non-employee directors," within the meaning of Rule 16b-3 as
promulgated under Section 16(b) of the Act, appointed by the Board or by the
Compensation Committee of the Board or such action may instead be taken by the
Board. 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, be final, conclusive and binding upon all directors of the Company
and its subsidiaries and upon any person claiming benefits or rights under the
Plan by or through any such individual. 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, and to the extent provided under the Company's
fiduciary delegation policy (and not inconsistent with the requirements of
Section 16(b) of the Act) shall be deemed to have so designated the Benefits
Committee of the Company. Notwithstanding any provision of the Plan to the
contrary, any duty or function which may be performed by the Committee or its
delegatee under the Plan may instead be performed by the Board if the Board so
determines in its sole discretion.

                  3. Eligibility. Members of the Boards of Directors of the
Company and its subsidiaries shall be permitted to participate in the Plan. To
the extent, if any, the provisions of the Employee Retirement Income Security
Act of 1974, as amended, apply to this Plan with respect to any directors who
are otherwise employees of the Company or its subsidiaries, it is intended that
this program be limited to a select group of management or highly compensated
employees, within the meaning of such law.
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                  4. Deferrals of Compensation. With respect to each year as to
which an individual has been designated as eligible to participate in this Plan,
the individual may elect to become a Participant in the Plan by submitting to
the Committee or its designee a written election to defer receipt of a either a
percentage, or specified dollar amount of the amounts that would otherwise be
earned by the Participant in connection with his or her services as a director
of the Company or one or more of its subsidiaries in the next following calendar
year. Except as otherwise provided by the Committee in accordance with law, such
election shall be made on or before the last day of the calendar year preceding
the calendar year with respect to which the election relates. Notwithstanding
the foregoing, elections may be made to defer receipt of compensation to be
earned after the date of the election and during the period August 15, 1994
through December 31, 1994, no later than August 31, 1994, and, with respect to
each individual who first becomes an eligible director who is to receive
compensation as a director after August 31, 1994, elections may be made to defer
receipt of such compensation to be earned after the date of election through the
end of the calendar year of the election within 30 days after the individual
first becomes such an eligible director. No election for a deferral of a
specified dollar amount of compensation shall apply to an amount that totals
less than $5,000.

                  5. Conversion of Retainer Continuation Plan Benefit. If an
individual eligible to participate in the Plan has elected to convert his or her
accrued benefit under the Retainer Continuation Plan, as determined and
calculated under such plan, into its present value and to transfer such present
value to the Plan, then such transferred benefit shall be credited to a "Benefit
Transfer Account" to be held and administered under the Plan for the benefit of
such Participant. The present value to be transferred to the Participant's
Benefit Transfer Account shall be determined in accordance with the terms of the
Retainer Continuation Plan, as of January 1, 1997. The present value to be
transferred to the Participant's Benefit Transfer Account shall be determined in
accordance with the terms of the Retainer Continuation Plan as of January 1,
1997, or in the event the transfer of the present value occurs after January 1,
1997, as of the date of such transfer.

                  6. Accounts under the Plan. Amounts deferred by a Participant
pursuant to Paragraph 4 hereof shall be maintained in an "Account" for such
Participant by the Company or by the subsidiary of the Company responsible to
pay the compensation being deferred by the participant hereunder; provided,
however, that effective December 12, 1995, all amounts previously deferred and
deferred in the future under the Plan by all Participants with respect to
compensation otherwise payable by the Company shall be transferred by the
Company to The Dime Savings Bank of New York, FSB (the "Bank"), along with
amounts representing deemed earnings (net of deemed losses) on previously
deferred amounts, and provided, further, that the transferred amounts, increased
by deemed earnings and reduced by deemed losses thereon, shall be maintained in
Accounts for such Participants by the Bank, which shall be responsible for the
payment of such amounts hereunder. Amounts transferred to the Plan from the
Retainer Continuation Plan pursuant to Paragraph 5 hereof shall be credited to a
Benefit Transfer Account for each affected Participant. The Benefit Transfer
Accounts, increased by deemed earnings and reduced by deemed losses, shall be
payable by, and the responsibility of, the Bank. Notwithstanding anything in
this Plan to the contrary, the Bank shall be jointly and severally liable for
the payment of all benefits payable under the Plan.


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                  7. (a) Deemed Investment of Accounts. The Account maintained
on behalf of each Participant with respect to the amounts deferred by that
Participant hereunder with respect to each year of participation by the
Participant shall be deemed to be invested in, and shall be adjusted to reflect
earnings and losses of, such investments or investment funds as is designated as
available from time to time by the Committee. To the extent the Committee makes
available alternative deemed investment vehicles with respect to amounts
eligible to be deferred under the Plan, each Participant shall, upon making a
deferral election hereunder, designate, in the form and manner prescribed by the
Committee, that the amounts to be credited to his or her Account be applied in
such proportions as he or she may designate, in such multiples as is permitted
by the Committee, in each deemed investment made available by the Committee. The
Committee may make available different deemed investments for amounts deferred
at different times under the Plan, and may change the available deemed
investments under the Plan from time to time. The Committee may also designate
that only one deemed investment be available with respect to any amounts
deferred hereunder, in which event that deemed investment shall apply to all
such amounts without regard to any other election that a Participant may desire.
Notwithstanding anything herein to the contrary, if, following a Change in
Control (as defined in Paragraph 14) or a Corporate Event (as defined below),
one or more of the investment options under the Plan are eliminated, the
Committee shall make available an investment option or have all Accounts and
Benefit Transfer Accounts credited with earnings based on a single deemed
investment (or, if the Committee fails to so act, an investment option or single
deemed investment, as described in this sentence, shall automatically be made
available under the Plan) providing for a monthly investment return equal to no
less than the published fixed rate return for 30-year U.S. Treasury securities
as in effect on the last business day of each month (or, in the event such a
return on 30-year U.S. Treasury securities is not then available, there shall be
provided an investment return as shall be determined by the "Committee" under
the Umbrella Trust Agreement among the Company, The Dime Savings Bank of New
York, FSB (the "Bank") and Marine Midland Bank with respect to the Covered
Arrangements for Outside Directors of the Bank and Related Entities). For
purposes of this Paragraph 7(a), a "Corporate Event" shall mean 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 Paragraph 14 (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 Paragraph 14 (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 Paragraph 14 (a "Plan
of Liquidation"); provided, however, that a Corporate Event shall not be deemed
to exist after the Abandonment Date. As used in this Paragraph 7(a), the term
"Abandonment Date" shall mean the date on which (A) an Acquisition Agreement,
Asset Sale Agreement or Plan of Liquidation is terminated (pursuant to its terms
or otherwise) without having been consummated, (B) the parties to an Acquisition
Agreement or Asset Sale Agreement abandon the transactions contemplated thereby,
(C) the Bank or the Company abandons a Plan of Liquidation or (D) a court or
regulatory body having competent jurisdiction enjoins or issues a cease and
desist or stop order with respect to or otherwise prevents the consummation of,
or a regulatory body notifies the Bank or the Company that it will not approve,
an Acquisition Agreement, Asset Sale Agreement or Plan of Liquidation or the
transactions contemplated thereby and such injunction, order or notice has
become final and not subject to appeal.


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                        (b) Deemed Investment of Benefit Transfer Accounts. The
Benefit Transfer Account maintained on behalf of a Participant with respect to
amounts transferred from the Retainer Continuation Plan shall be initially
deemed to be invested in, and shall be adjusted to reflect earnings and losses
of, phantom investments in Dime Bancorp, Inc. common stock. The number of shares
of phantom stock initially credited to a Participant's Benefit Transfer Account
shall be determined based on the average of the closing price of the common
stock of the Company on each trading day during the twelve month period ending
on the day immediately preceding the date amounts are deemed to be transferred
from the Retainer Continuation Plan to the Plan. Except as permitted by
Paragraph 8(b), the amount credited to a Participant's Benefit Transfer Account
shall remain deemed invested in phantom stock of the Company.

                  8. (a) Change in Investment Directions. A Participant may, by
filing a notice in the form and manner prescribed by the Committee, elect to
change his or her investment direction with respect to all or a portion of the
amounts then held, or to be held, in such Participant's Account, with such
election and the new investment direction becoming effective as of the first day
of any calendar quarter (i.e. January 1, April 1, July 1 or October 1), provided
such investment direction election is made, and not revoked, prior to 10:00 a.m.
on the first day of such calendar quarter. Such direction may relate solely to
amounts already allocated to the Participant's Account (in which event it shall
constitute a direction to transfer amounts in the Participant's Account among
the various available deemed investments) or may relate solely to amounts to be
deferred in the future, or may relate to both amounts already allocated to the
Participant's Account and amounts to be deferred in the future. Any investment
direction election made by a Participant shall remain in effect until changed,
to the extent such change is permitted under the Plan.

                        (b) Benefit Transfer Account Transfer Restrictions. (i)
In the case of amounts credited to a Participant's Benefit Transfer Account,
such amounts shall remain invested in phantom stock of the Company until the
Restriction Lapse Date (as defined below). For purposes of this Paragraph 8(b),
the Restriction Lapse Date shall mean the earlier of (A) a Participant's
attainment of age 73 (or, if later, the date on which the Participant's benefit
under the Retainer Continuation Plan is deemed to be transferred to the Plan) or
(B) the second anniversary of the date on which the Participant's benefit under
the Retainer Continuation Plan is deemed to be transferred to the Plan. Upon
such Restriction Lapse Date, a Participant may, by filing a notice in the form
and manner prescribed by the Committee, elect to change his or her investment
direction with respect to all or a portion of the amounts then credited to such
Participant's Benefit Transfer Account, with such election and the new
investment direction to invest in one or more of the deemed investment funds
then made available under the Plan becoming effective as of the first day of any
calendar quarter (i.e., January 1, April 1, July 1 or October 1), provided such
investment direction election is made, and not revoked, prior to 10:00 a.m. on
the first day of such calendar quarter.

                  (ii) If, following the Restriction Lapse Date, and to the
extent of amounts initially credited to a Participant's Benefit Transfer Account
and deemed invested in phantom stock of the Company, the amounts then credited
to a Participant's Benefit Transfer Account are, in accordance with the election
of the Participant, deemed redeemed for the first time and deemed reinvested in
any one or more of the deemed investment funds then made available under the
Plan, the deemed redemption of such phantom stock shall be valued either (A)
based on the average of the


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closing price of the common stock of the Company, as reported on the New York
Stock Exchange, on each trading day during the twelve-month period ending on the
day immediately preceding the date the amounts are deemed so redeemed, or (B)
solely if such deemed redemption occurs after the occurrence of a Change in
Control (as defined in Paragraph 14) and on or before the later of the
Restriction Lapse Date or the first day of the third calendar quarter after such
Change in Control occurs, and only with respect to such phantom stock credited
to the Participant's Benefit Transfer Account on the date of the Change in
Control, based on the greater of the amount described in (A) above or the
highest closing price of the common stock of the Company, as reported on the New
York Stock Exchange, during the 90-day period ending on, and including, the date
of the Change in Control. After such initial deemed redemption and, as
applicable, deemed reinvestment in any of the other deemed investment funds
under the Plan, the Participant may thereafter change his or her investment
direction with respect to such reinvested amounts in accordance with the
provisions of Paragraph 8(a), provided that, except as provided in Paragraph
8(c), in the case of any such subsequent deemed reinvestment in, or deemed
redemption of, investments in phantom stock of the Company, such phantom stock
shall be valued based on the closing price of the common stock of the Company,
as reported on the New York Stock Exchange on the date of such deemed
reinvestment or redemption.

                  (iii) Further, to the extent of amounts initially credited to
a Participant's Benefit Transfer Account and deemed invested in phantom stock of
the Company, if the amounts then credited to a Participant's Benefit Transfer
Account are deemed redeemed for the first time and, in accordance with Paragraph
14, paid to the Participant (or his or her Beneficiary) as a distribution under
the Plan, the deemed redemption of such phantom stock shall be valued based on
the average of the closing price of the common stock of the Company, as reported
on the New York Stock Exchange, on each trading day during the twelve month
period ending on the day immediately preceding the date the amounts are deemed
so redeemed. Notwithstanding the foregoing, if the deemed redemption described
in the preceding sentence occurs after the occurrence of a Change in Control and
on or before the later of the Restriction Lapse Date and the start of the third
calendar quarter after such Change in Control, the deemed redemption of such
phantom stock shall be valued based on the greater of the amount described in
the preceding sentence or the highest closing price of the common stock of the
Company, as reported on the New York Stock Exchange, during the 90-day period
ending on, and including, the date of the Change in Control.

                        (c) Special Phantom Stock Valuation. Except as provided
in Paragraph 8(b), if amounts credited to a Participant's Account, and deemed
invested in phantom stock of the Company on the date of a Change in Control (as
defined in Paragraph 14), are, in accordance with the election of the
Participant, deemed redeemed and deemed reinvested in any one or more of the
deemed investment funds then made available under the Plan and the deemed
redemption occurs after the occurrence of a Change in Control (as defined in
Paragraph 14), but on or before the first day of the third calendar quarter
following the occurrence of the Change in Control, the deemed redemption of such
phantom stock shall be valued based on the greater of (A) the closing price of
the common stock of the Company, as reported on the New York Stock Exchange, on
the date on which the deemed redemption occurs or (B) the highest closing price
of the common stock of the Company as reported on the New York Stock Exchange,
during the 90-day period ending on, and including, the date of the Change in
Control. If amounts credited to a Participant's Account, and


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deemed invested in phantom stock of the Company, are deemed redeemed after the
occurrence of a Change in Control (as defined in Paragraph 14), but on or before
the first day of the third calendar quarter following the occurrence of the
Change in Control, and, in accordance with Paragraph 13, are paid to the
Participant (or his or her Beneficiary) as a distribution under the Plan, the
deemed redemption of such phantom stock shall be valued based on the greater of
(A) the closing price of the common stock of the Company, as reported on the New
York Stock Exchange, on the date on which the deemed redemption occurs or (B)
the highest closing price of the common stock of the Company, as reported on the
New York Stock Exchange, during the 90-day period ending on, and including, the
date of the Change in Control.

                        (d) Securities Law Limitations. Notwithstanding anything
in the Plan to the contrary, if at any time a Participant who is an Insider (as
defined below) is prohibited by the Section 16 Rules (as defined below) from
directing that his or her Account or Benefit Transfer Account be (i) deemed
invested in an investment fund that invests in common stock of the Company, (ii)
deemed transferred to a deemed investment in common stock of the Company or
(iii) to the extent of any deemed investment in common stock of the Company,
deemed redeemed for whatever reason, any such direction shall be disregarded and
not given effect. For purposes of this Paragraph 8, an Insider shall mean, with
respect to the Company or any of its subsidiaries, (i) any Participant who is
subject to the Section 16 Rules, determined in accordance with Rule 16a-2
thereof, and (ii) solely with respect to certain trading restrictions with
respect to common stock of the Company imposed from time to time by the Company
or any of its subsidiaries, any Participant who is subject to such trading
restrictions. For purposes of this Paragraph 7, the Section 16 Rules mean those
rules (as from time to time amended) promulgated by the Securities and Exchange
Commission ("SEC") under Section 16 of the Act. For purposes of the Plan, an
action shall be deemed to be prohibited by the Section 16 Rules, if it could, if
permitted or occurring, result in a transaction not being exempt from the
provisions of Section 16(b) of the Act. An action in violation of certain
trading restrictions with respect to common stock of the Company imposed from
time to time by the Company or any of its subsidiaries shall be deemed to be
prohibited by the Section 16 Rules solely for purposes of the Plan.

                  9. Crediting of Accounts. Each Participant's Account and, as
applicable, Benefit Transfer Account shall be deemed credited at the end of each
calendar quarter (or on such other dates as is designated by the Committee) with
the earnings or losses that the amount in the Account or Benefit Transfer
Account would have experienced had the Account or Benefit Transfer Account
actually been invested in the deemed investment designated by the Participant
or, as appropriate, the Committee.

                  10. Investment in Phantom Stock of Dime Bancorp, Inc. In
accordance with such administrative rules and procedures as may be prescribed by
the Committee, phantom investments in Dime Bancorp, Inc. common stock shall be
offered for the investment of Participant Accounts and, as applicable, Benefit
Transfer Accounts. In accordance with Rule 16b-3 (as in effect pursuant to rules
issued by the SEC under Section 16(b) of the Act on May 31, 1996) and relevant
interpretations of the SEC thereunder, it is intended that approval of the Plan
by the Board shall satisfy the condition for approval under Rule 16b-3 with
respect to the investment of new deferrals in phantom stock of Dime Bancorp,
Inc.


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                  11. Status of Investments. All investments actually made by
the Bank or any other subsidiary of the Company pursuant to this Plan will be
deemed made solely for the purpose of aiding such entity in measuring and
meeting its obligations under the Plan. Further, such entities are not limited
to the investments described in the provisions set forth above but are merely
obligated to provide payments pursuant to the terms of this Plan that reflect
the investment returns offered by the deemed investments made available under
the Plan. The Bank or, as applicable, one or more of the subsidiaries of the
Company, will be named sole owner of all such investments and of all rights and
privileges conferred by the terms of the instruments evidencing such
investments. This Plan places no obligation upon any entity to invest any
portion of the amount in a Participant's Account or Benefit Transfer Account, to
invest or continue to invest in any specific asset, to liquidate any particular
investment, or to apply in any specific manner the proceeds from the sale,
liquidation, or maturity of any particular investment. Nothing stated herein
shall cause such investments to be treated as anything but the general assets of
the Bank or, as applicable, other subsidiaries of the Company, nor will anything
stated herein cause such investments to represent the vested, secured or
preferred interest of the Participant or his or her beneficiaries designated
under this Plan. Participants hereunder have the status of unsecured creditors
with respect to their Accounts or Benefit Transfer Account, and it is intended
that the Plan be unfunded for tax purposes and, to any extent applicable, for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended.

                  12. Vesting. Participants shall be fully vested in all amounts
in their Accounts and Benefit Transfer Account at all times.

                  13. (a) Payment of Accounts. At the time a Participant elects
to defer compensation hereunder, the Participant shall designate the time and
the manner for the payment of the amounts to be allocated to such Participant's
Account with respect to such deferral of compensation. Except as otherwise
provided below, payment to a Participant shall commence upon a fixed date
selected by the Participant at the time of the deferral chosen from the
following dates:

                  (i) The last day of a calendar quarter ending at least three
years from the end of the calendar year in which the deferred compensation would
otherwise be payable, but no later than the end of the calendar quarter in which
occurs the Participant's 75th birthday.

                  (ii) The last day of any one of the four calendar quarters
ending after the service of the Participant as a director of the Company and any
of its subsidiaries terminates (as designated by the Participant at the time of
deferral).

Except as otherwise provided below, the form of payment of deferred amounts in a
Participant's Account shall be designated by the Participant at the time the
election to defer compensation is made and shall be from among the following
options, to the extent such optional forms are made available by the Committee.
All forms of payment shall be based on the value of a Participant's Account
attributable to the particular deferral election and all forms of payment shall
be actuarially equivalent to each other. The options that may be made available
are:

                 (A)   a lump sum;


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                 (B)   a number of quarterly or annual installments, limited in
                       such manner as is determined by the Committee;

                 (C)   one or more forms of annuity providing a fixed quarterly
                       or monthly payment, which shall include, in addition to
                       such forms of annuity as shall be determined from time to
                       time by the Committee, the following:

                       (1)   Single Life Annuity;

                       (2)   Single Life Annuity With A Ten-Year Term Certain;

                       (3)   Joint and 50% Survivor Annuity;

                       (4)   Joint and 100% Survivor Annuity;

                       (5)   Joint and 50%  Survivor  Annuity  With A Ten-Year
                             Term Certain;

                       (6)   Joint and 100%  Survivor  Annuity With A Ten-Year
                             Term Certain

                       The forms of annuity described in options (3) through (6)
                       shall be available only if the Participant is married at
                       the time benefits commence. If a Participant is not
                       married at the time benefits commence, such Participant
                       shall be permitted to select only the form of annuity
                       described in option (1) or (2); or

                 (D)   a designated dollar amount (to the extent such amount is
                       allocated to the Participant's Account with respect to
                       the deferral of compensation in question) or percentage
                       of the Participant's Account payable in either a lump sum
                       or quarterly or annual installments at the end of one or
                       more calendar quarters otherwise available for election
                       for the commencement of distributions as described above,
                       with the remainder of the amount subject to such
                       designation to be distributed in either a lump sum or
                       quarterly or annual installments commencing at such other
                       date chosen from clauses (a)(i) or (a)(ii) above.

In the event that payment is to be made on the form of an annuity, the amount of
each annuity payment shall be determined by the Committee or its designee in its
sole discretion, which amount shall be based on the amounts that could be
payable under one or more commercial annuity products that could be purchased
with the amount in a Participant's Account that is to be paid in the form of an
annuity at a date set by the Committee that is within 60 days of the starting
date of the annuity, with the identity of the commercial annuity products to be
used for this purpose to be determined in the sole discretion of the Committee,
or by the Committee's designee in accordance with standards


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established by the Committee. Any such determination, and the determination by
the Committee or its delegatee of the amount of any annuity payments to be made
hereunder shall be final and binding upon all Participants and beneficiaries. In
the event that the Committee or its designee, in their sole and absolute
discretion, shall direct that a commercial annuity be purchased in order to fund
any payment obligations hereunder, such annuity contract, when purchased, shall
be the property of the Bank or other purchasing subsidiary of the Company, and
the Participant will continue to be no more than an unsecured creditor of the
Bank or, as applicable, another subsidiary of the Company, as described above.
Each Participant's Account under the Plan shall be reduced by the amount of any
distribution hereunder. To the extent otherwise necessary to enable the
transactions relating to a distribution under this Paragraph 13 to qualify for
exemption under Section 16(b) of the Act, the distribution of a Participant's
Account and/or Benefit Transfer Account under this Paragraph 13 shall occur on
the earliest date such distribution (or distributions) may be made whereby the
transactions relating to the distribution (or distributions) qualify for
exemption under Section 16(b) of the Act, provided that, with the consent of the
Participant, the Committee may direct that any such distribution (or
distributions) be made on any earlier date.

                       (b)   Payment   of   Benefit   Transfer   Accounts.   A
Participant who has elected to convert his or her accrued benefit under the
Retainer Continuation Plan and transfer such converted benefit to a Benefit
Transfer Account under the Plan, as provided in Paragraph 5, shall be permitted
to designate the time and manner for the payment of the amounts credited to his
or her Benefit Transfer Account, provided that any such election is made at
least twenty-four (24) months prior to the earlier of (i) the date payment of
amounts credited to the Benefit Transfer Account would otherwise commence (other
than on account of Hardship or a Change in Control) or (ii) the date the
Participant's service as a member of the Board and, as applicable, as a member
of the boards of directors of all subsidiaries of the Company terminates. If a
Participant, in accordance with this Paragraph 13(b), has not made an effective
election with respect to the time of payment of his or her Benefit Transfer
Account, the amount credited to such account shall be paid commencing on the
last day of the calendar quarter next following the Participant's termination of
service as a member of the Board and, as applicable, as a member of the boards
of directors of all subsidiaries of the Company. If a Participant, in accordance
with this Paragraph 13(b), has not made an effective election with respect to
the form of payment of his or her Benefit Transfer Account, the amount credited
to such account shall be paid in the form of a single life annuity (unless the
Committee, in its sole discretion, directs that another form of benefit
otherwise available under the Plan be paid).

If an election as to the commencement date for the payment of a Participant's
Benefit Transfer Account is timely made, as provided in this Paragraph 13(b),
the Participant may designate the date on which the payment of his or her
Benefit Transfer Account shall commence from the following dates:

                       (i) The last day of a calendar quarter ending at least
                 twenty-four (24) months after date on which the election is
                 made, but in no event may payments commence later than the last
                 day of the calendar quarter in which occurs the Participant's
                 75th birthday.


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                       (ii) The last day of any one of the four calendar
                 quarters ending after the service of the Participant as a
                 director of the Company and any of its subsidiaries terminates.

If an election as to the form of payment of a Participant's Benefit Transfer
Account is timely made, as provided in this Paragraph 13(b), the Participant may
designate the form of payment from the following:

                 (A)   a lump sum;

                 (B)   a number of quarterly or annual installments, limited in
                       such manner as is determined by the Committee;

                 (C)   one or more forms of annuity providing a fixed quarterly
                       or monthly payment, which shall include, in addition to
                       such forms of annuity as shall be determined from time to
                       time by the Committee, the following:

                       (1)   Single Life Annuity;

                       (2)   Single Life Annuity With A Ten-Year Term Certain;

                       (3)   Joint and 50% Survivor Annuity;

                       (4)   Joint and 100% Survivor Annuity;

                       (5)   Joint and 50%  Survivor  Annuity  With A Ten-Year
                             Term Certain;

                       (6)   Joint and 100%  Survivor  Annuity With A Ten-Year
                             Term Certain

                       The forms of annuity described in options (3) through (6)
                       shall be available only if the Participant is married at
                       the time benefits commence. Accordingly, if a Participant
                       is not married at the time benefits commence, such
                       Participant shall be permitted to select only the form of
                       annuity described in option (1) or (2); or

                 (D)   a designated dollar amount (to the extent such amount is
                       allocated to the Participant's Benefit Transfer Account)
                       or percentage of the Participant's Benefit Transfer
                       Account payable in either a lump sum or quarterly or
                       annual installments at the end of one or more calendar
                       quarters otherwise available for election for the
                       commencement of distributions as described above, with
                       the remainder of the amount subject to such designation
                       to be distributed in either a lump sum or


                                       10
<PAGE>   11

                       quarterly or annual installments commencing at such other
                       date chosen from clauses (b)(i) or (b)(ii) above.

In the event that payment is to be made on the form of an annuity, the amount of
each annuity payment shall be determined by the Committee or its designee in its
sole discretion, which amount shall be based on the amounts that could be
payable under one or more commercial annuity products that could be purchased
with the amount in a Participant's Benefit Transfer Account that is to be paid
in the form of an annuity at a date set by the Committee that is within 60 days
of the starting date of the annuity, with the identity of the commercial annuity
products to be used for this purpose to be determined in the sole discretion of
the Committee, or by the Committee's designee in accordance with standards
established by the Committee. Any such determination, and the determination by
the Committee or its delegatee of the amount of any annuity payments to be made
hereunder shall be final and binding upon all Participants and beneficiaries. In
the event that the Committee or its designee, in their sole and absolute
discretion, shall direct that a commercial annuity be purchased in order to fund
any payment obligations hereunder, such annuity contract, when purchased, shall
be the property of the Bank or other purchasing entity, and the Participant will
continue to be no more than an unsecured creditor of the Bank or, as applicable,
another subsidiary of the Company, as described above. Each Participant's
Benefit Transfer Account under the Plan shall be reduced by the amount of any
distribution hereunder.

                       (c)   Payments  Upon Change in Control or  Hardship.  A
Participant may also, solely to the extent permitted by the Committee, direct
that all of the amounts then credited to the Participant's Account and Benefit
Transfer Account be distributable to the Participant upon a Change in Control of
the Company (as defined below), or that all or a portion of the amounts
otherwise payable to the Participant be distributable in the event of a Hardship
(as defined below), in which event the amount of any further scheduled
distribution shall be reduced by the amount previously distributed on account of
such event. Notwithstanding the foregoing, in the case of a Participant who, as
of July 24, 1997, had elected under the Plan to receive a distribution of his or
her Account (to the extent attributable to deferrals made through 1997 (and
related earnings)) and/or his or her Benefit Transfer Account (to the extent
attributable to amounts transferred to such account as of July 24, 1997 (and
related earnings) upon a Change in Control or a Transfer of Control (as such
terms were defined under the Plan immediately prior to July 24, 1997), such
distribution (or distributions), if any, shall continue to be made upon a Change
in Control or Transfer of Control (as the case may be), unless the Participant
has consented, in the form and manner prescribed by the Chief Human Resources
Officer of the Company, to the applicability of the amendment to the Plan
replacing, under this Paragraph 13, the previously applicable change in control
provisions with the Change in Control provision (as provided in Paragraph 14) as
it relates to the distribution of a Participant's deferrals under the Plan
through 1997 (and related earnings) and/or the distribution of a Participant's
Benefit Transfer Account (to the extent attributable to amounts transferred to
such account as of July 24, 1997 (and related earnings)). In the case of a
Participant who, as of July 24, 1997, had not elected to receive a distribution
of his or her Account and/or Benefit Transfer Account (as provided in the
preceding sentence) upon a change in control, the distribution of such
Participant's Account and/or Benefit Transfer Account shall, if elected by the
Participant, be made upon a Change in Control (as defined in Paragraph 14).


                                       11
<PAGE>   12

                       (d)   Payments Upon Death.  To the extent  permitted by
the Committee, a Participant may elect that if the Participant dies before
payments of a deferred amount have otherwise commenced to the Participant, the
amount allocated to the Participant's Account and Benefit Transfer Account be
distributed in a single lump sum to the Participant's Beneficiary (as defined
below) commencing either on the last day of the calendar quarter in which the
Participant dies (or as soon as practicable thereafter) or on the last day of
the first calendar quarter in the calendar year immediately following the date
of the Participant's death; provided, however, that if no such election is made,
payment shall be made in a single lump sum at the end of the calendar quarter in
which the Participant died, or as soon as practicable thereafter. If payments of
a deferred amount in the form of installments or an annuity have already
commenced to the Participant, they shall continue to be made after the
Participant's death to the Participant's Beneficiary, who shall otherwise be
granted the same rights as were held by the Participant hereunder.

                       (e)   Additional  Payment  Elections.   Notwithstanding
the preceding provisions of this Paragraph 13 to the contrary, a Participant may
subsequently elect, in such form and manner as may be prescribed by the
Committee, that the amounts credited to his or her Account be distributed
commencing on one of the dates described in clause (a)(i) or (a)(ii) above in
lieu of the date(s) initially selected, provided that any such election is made
at least twenty-four (24) months prior to the earlier of (i) the date payment of
amounts credited to the Account would otherwise commence (other than on account
of Hardship or a Change in Control) or (ii) the Participant's termination of
service for any reason as a member of the Board and, as applicable, as a member
of the boards of directors of all subsidiaries of the Company. Further,
notwithstanding the preceding provisions of this Paragraph 13 to the contrary, a
Participant may also subsequently elect, in such form and manner as may be
prescribed by the Committee, that the amounts credited to his or her Account be
paid in any one of the forms of benefit payment provided under this Paragraph 13
in lieu of the form of payment initially selected, provided that any such
election is made at least twenty-four (24) months prior to the earlier of (i)
the date payment of amounts credited to the Account would otherwise commence
(other than on account of Hardship or a Change in Control) or (ii) the
Participant's termination of service for any reason as a member of the Board
and, as applicable, as a member of the boards of directors of all subsidiaries
of the Company.

                 14. Change in Control. For purposes of the 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 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


                                       12
<PAGE>   13

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 (i) 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 (ii) 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; or

                 (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.

                 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 Act; "Beneficial Owner" shall have the
meaning set forth in Rule 13d-3 under the Act; "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
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such
term shall not include (a) the Company or any of its subsidiaries, (b) a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or any of its Affiliates, (c) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (d) 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
<PAGE>   14

                   15. Hardship. Unless otherwise determined by the Committee,
for purposes of this Plan, a Participant shall be deemed to have incurred a
Hardship in the event the Participant experiences severe financial difficulties
resulting from a sudden and unexpected illness or accident of the Participant or
of a dependent (as defined in Section 152(a) of the Internal Revenue Code) of
the Participant, loss of the Participant's property due to casualty, or another
similar extraordinary and unforeseeable circumstance arising as a result of
events beyond the control of the Participant. The determination of whether or
not a Participant has incurred a Hardship shall be made by the Committee, and no
distribution on account of a Hardship shall be in excess of the amount necessary
to meet the emergency.

                   16. Designation of Beneficiaries. In the event that a
Participant dies prior to the receipt of all amounts payable to him or her
pursuant to the Plan, all remaining amounts credited to his Account and Benefit
Transfer Account shall be paid to such one or more beneficiaries and in such
proportions as the Participant may designate, in accordance with the provisions
of Paragraph 13. If no Beneficiary has been named by the Participant, or if a
named Beneficiary has predeceased the Participant and no successor beneficiary
has been named or if a beneficiary designation is otherwise ineffective, payment
shall be made to the estate of the Participant, and if any Beneficiary shall die
after payments to that Beneficiary have commenced, if any remaining payments
would otherwise be made to such Beneficiary, they shall instead be made to the
estate of the Beneficiary. A Beneficiary designation pursuant to this Paragraph
16 shall not be effective unless it is in writing and is received by the
Committee prior to the death of the Participant making the designation.

                   17. 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.

                   18. Indemnification. The Company shall indemnify, hold
harmless and defend each member of the Board, each member of the Committee, each
member of the Benefits Committee, and each of their designees who are employees
of the Company or any of its subsidiaries, against their reasonable costs,
including legal fees, incurred by them, or arising out of any action, suit or
proceeding in which they may be involved, as a result of their efforts, in good
faith, to defend or enforce the terms of the Plan.

                   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.

                   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. Notices. Any notice or other communication required or
permitted to be given to a party under the Plan shall be deemed given if
personally delivered or if mailed, postage


                                       14
<PAGE>   15

prepaid, by certified mail, return receipt requested, to the party at the
address listed below, or at such other address as one such party may by written
notice specify to the other:

                        (a)   if to the Committee:

                              Dime Bancorp, Inc.
                              589 Fifth Avenue
                              New York, New York  10017

                              Attention:  Chief Human Resources Officer

                        (b)   if to any party other than the Committee, to such
                   party at the address last furnished by such party by written
                   notice to the Committee.

                   22. Governing Law. The Plan shall be construed, administered
and enforced according to the laws of the State of New York, except to the
extent that such laws are preempted by federal law.

                   23. 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 an
Article or Section shall be to an Article or Section of the Plan, unless
otherwise indicated.

                   24. Amendment or Discontinuance. The Board or the
Compensation Committee of the Board may amend, discontinue or terminate the Plan
at any time; provided, however, that no amendment or discontinuance shall affect
the rights of Participants to amounts already allocated to their Accounts and
Benefit Transfer Accounts under the Plan. The Benefits Committee of the Company
may make any amendment to the Plan that may be necessary or appropriate to
facilitate the administration, management, and interpretation of the Plan or to
conform the Plan thereto or that may be necessary or appropriate to satisfy
requirements of law, provided that any such amendment does not significantly
affect the cost to the Company or any of its subsidiaries of maintaining the
Plan. Notwithstanding the foregoing, no amendment by the Compensation Committee
of the Board or the Benefits Committee of the Company shall be made to the
extent that any such amendment would cause any Participant who administers any
employee benefit plan of the Company (or any subsidiary of the Company) and who,
in accordance with the terms of any such plan or applicable law, must be
"disinterested", to cease to qualify as an "outside director", within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and
the treasury regulations thereunder.


                                       15