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                                                                   Exhibit 10.14

                                Amendment to the
                     Dime Bancorp, Inc. Stock Incentive Plan

                          Effective September 19, 1997

            1. Section 11 of the Plan is amended to add a new sentence at the
end thereof to read as follows:

            "Notwithstanding anything in the Plan to the contrary, following the
            occurrence of a Change in Control (as defined in Section 16), a
            tandem Stock Appreciation Right shall be exercisable during the same
            period and shall be subject to the same terms and conditions that
            otherwise would apply to the tandem Stock Appreciation Right had an
            event described in clause (1), (3) or (4) of Section 16 occurred at
            the same time as the Change in Control."

            2. Section 12 of the Plan is amended to add a new sentence at the
end thereof to read as follows:

            "Notwithstanding anything in the Plan to the contrary, following the
            occurrence of a Change in Control (as defined in Section 16), a
            free-standing Stock Appreciation Right shall be exercisable during
            the same period and shall be subject to the same terms and
            conditions that otherwise would apply to the free-standing Stock
            Appreciation Right had an event described in clause (1), (3) or (4)
            of Section 16 occurred at the same time as the Change in Control."

      3. The language of the first textual sentence of Section 16 preceding
clause (1) thereof is amended to read as follows:

            "Subject to such limitations as may be specified by the Committee in
            individual option, Stock Appreciation Right or Restricted Stock
            agreements or grant letters, all options, Stock Appreciation Rights
            and rights to purchase Restricted Stock theretofore granted under
            the Plan that are held by an individual who is in service with Dime
            Bancorp, Inc. or any Subsidiary thereof at the time of the
            occurrence of any of the events described in clauses (1) through (4)
            of this sentence shall immediately become fully exercisable upon the
            earliest of"

            4. Clauses (2) and (3) of the first textual sentence of Section 16
of the Plan are renumbered as clauses (3) and (4), respectively, and a new
clause (2) is added immediately after clause (1) of such sentence to read as
follows:

            "(2) the occurrence of a Change in Control, or"
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            5. The third textual sentence of the first paragraph of Section 16
is amended to read as follows:

            "All restrictions imposed upon Restricted Stock theretofore
            purchased under the Plan or with respect to which rights to purchase
            are then outstanding shall terminate upon the occurrence of a
            Terminating Event or a Change in Control."

            6. Section 16 of the Plan is amended to add at the end thereof the
following new paragraph to read as follows:

                  "As used herein, 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 Dime Bancorp, Inc. (the
                  "Company") (not including in the securities beneficially owned
                  by such Person any securities acquired directly from the
                  Company or its Affiliates) representing 35% or more of the
                  combined voting power of the Company's then outstanding
                  securities;

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

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