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                                                                    EXHIBIT 10.4

                     FORM OF DEFERRED COMPENSATION AGREEMENT
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         THIS AGREEMENT between THE DIME BANK (the "Employer"), and __________
(the "Employee"), made this _____ day of ________,______.

                                   WITNESSETH:
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         WHEREAS, Employee's efforts on behalf of the Employer in the position
of Director is of value to the continued success of the Employer; and

         WHEREAS, as an incentive to Employee to continue his efforts, the
Corporation has agreed to pay Employee deferred compensation as provided in this
Agreement;

         NOW, THEREFORE, it is hereby agreed as follows:

         1.  The Corporation agrees that Employee shall be paid the deferred
compensation provided in this Agreement on the earlier of his retirement or
severance from the Employer.

         2.  The amount payable as deferred compensation shall be equal to a
sum of money measured by the collateral assignment portion between Employee and
the Corporation accrued during the term of his employment in connection with
Employee's split dollar agreement with the Corporation. In the event the
Employee's split dollar agreement with the Corporation is terminated during his
employment the terms of Paragraph 2 shall still apply.

         3.  If the Employee's employment is terminated due to death or his
disability while still in the employ of the Corporation, the Corporation shall
make the payment at the termination of employment to the employee if disabled
and to this beneficiary if deceased.
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         4.  Nothing in this Agreement shall be construed to create a trust or
fiduciary relationship between the Corporation and employee. The Employer shall
pay the deferred amount from its general assets.

         5.  The right of the Employee to deferred compensation shall not be
assigned, transferred, pledged or encumbered.

         6.  Nothing in this Agreement shall confer upon the Employee the right
to continue in the employ of the Corporation.

         7.  Any deferred compensation under this Agreement shall not be deemed
salary or other compensation to the Employee for the purpose of computing
benefits to which he be entitled under any other Pension Plan or other
arrangement of the Corporation for the benefit of its employees. This is
deferred compensation and not severance pay, having no relationship to any
period or term of employment.

         8.  The Board of Directors shall have full power and authority to
interpret and administer this Agreement and to compute the value of the deferred
compensation amount and such determination shall be binding and conclusive on
all persons for all purposes. No member of the Board of Directors shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Agreement unless attributable to his
own willful misconduct or lack of good faith.

         9.  This Agreement shall be binding upon and inure to the benefit of
the Corporation, its successors and assigns and the Employee and his heirs,
executors, administrators and legal representatives.