AMENDMENT NUMBER TEN

TO
THE DIME SAVINGS BANK OF WILLIAMSBURGH

401(k) SAVINGS PLAN

IN RSI RETIREMENT TRUST

Pursuant to Section 11.1 of The Dime Savings Bank of Williamsburgh 401 (k) Savings Plan in RSI Retirement Trust ("Plan"), the Plan is amended effective as of March 1, 1997:

1. INTRODUCTION - Introduction of the Plan shall be amended by adding the following paragraph immediately prior to the last paragraph to read as follows:

Elfective March 1, 1997, the Pioneer Savings Bank, FSB Tax Deferral Savings Plan in RSI Retirement Trust shall be merged with and into The Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust. The accounts of employees of Pioneer Savings Bank, FSB and Conestoga Bancorp, Inc. shall be merged into the Accounts maintained on behalf of each Participant in accordance with Section 1.1 of the Plan.

2. ARTICLE I - The definition of Accounts, Section 1.1 shall be amended by adding the following sentence to the end thereof:

Effective March 1, 1997, Accounts shall also include accounts maintained on behalf of employees of the Acquired Company, acquired on June 26, 1996.

3. ARTICLE I - The definition of Bank Contribution Account, Section 1.10 shall be amended by adding the following sentence to the end thereof:

Effective March 1, 1997, Bank Contribution Account shall also mean matching contribution accounts maintained on behalf of Employees of the Acquired Company under the former Pioneer Plan, as in effect on and prior to February 28, 1997.

4. ARTICLE I - The definition of Basic Contribution Account, Section 1.12 shall be amended by adding the following sentence to the end thereof:

Effective March 1, 1997, Basic Contribution Account shall also mean basic contribution accounts maintained on behalf of Employees of the Acquired Company under the former Pioneer Plan, as in effect on and prior to February 28, 1997.

(717) (1 of 2)

5. ARTICLE I - The definition of Early Retirement Date, Section 1.22 shall be amended by adding the following sentence to the end thereof:

Effective March 1, 1997, for Employees who were employed by the Acquired Company as of the date of acquisition, June 26, 1996, Early Retirement Date shall also mean the first day of any month coincident with or following such Employee's attainment of age fifty-five, (55).

6. ARTICLE I - The following definition shall be added immediately prior to the definition of Plan, Section 1.48, all sections following shall be renumbered accordingly and all cross-references thereto shall be renumbered accordingly:

1.48 PIONEER PLAN means Pioneer Savings Bank, FSB Tax Deferral Savings Plan in RSI Retirement Trust as in effect on and prior to February 28, 1997.

7. ARTICLE I - The definition of Rollover Contribution Account, Section 1.58 prior to its renumbering hereunder, shall be amended by adding the following sentence to the end thereof:

Effective March 1, 1997, Rollover Contribution Account shall also mean rollover contribution accounts maintained on behalf of Employees of the Acquired Company under the former Pioneer Plan as in effect on and prior to February 28, 1997.

AMENDMENT NUMBER ELEVEN

TO
THE DIME SAVINGS BANK OF WILLIAMSBURGH

401(k) SAVINGS PLAN

IN RSI RETIREMENT TRUST

Pursuant to Section 11.1 of the Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust ("Plan"), the Plan is amended as follows, effective September 11, 1997:

1. ARTICLE VIII - Section 8.2 shall be amended by adding the following as the second sentence thereof and the former second sentence shall follow accordingly:

Commencing September 11, 1997, a Borrower may request a loan from his Accounts,in an amount up to the lesser of (a) fifty percent (50%) of the Net Value as of the close of business on the date the loan is processed of: his Basic Contribution Account , vested Bank Contribution Account, Participant Contribution Account and Rollover Contribution Account, or (b)$50,000, reduced by the highest outstanding loan balance during the preceding twelve (12) months.

2. ARTICLE VIII - Section 8.4(b) shall be amended by deleting the words "and one hundred percent (100%) vested" and by adding the word "vested" in the beginning of Section 8.4(b)(iv).

BENEFIT MAINTENANCE PLAN

OF

DIME COMMUNITY BANCORP, INC.

Adopted Effective As Of November 1, 1992 As Amended and Restated To and Including June 10, 1997

TABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS

Section 1.1 Actuarial Equivalent 1
Section 1.2 Affiliated Employer 1
Section 1.3 Applicable Limitation 1
Section 1.4 Bank 2
Section 1.5 Beneficiary 2
Section 1.6 Board 2
Section 1.7 Change in Control 2
Section 1.8 Code 3
Section 1.9 Committee 3
Section 1.10 Company 3
Section 1.11 Eligible Employee 3
Section 1.12 Employee 3
Section 1.13 Employer 3
Section 1.14 Employer Contributions 3
Section 1.15 ERISA 4
Section 1.16 ESOP 4
Section 1.17 Exchange Act 4
Section 1.18 Fair Market Value of a Share 4
Section 1.19 Former Participant 4
Section 1.20 Savings Plan 4
Section 1.21 Participant 4
Section 1.22 Plan 4
Section 1.23 Retirement Plan 5
Section 1.24 Share 5
Section 1.25 Stock Unit 5
Section 1.26 Termination of Service 5

ARTICLE II PARTICIPATION

Section 2.1 Eligibility for Participation 5
Section 2.2 Commencement of Participation 6
Section 2.3 Termination of Participation 6

PAGE (i)

ARTICLE III BENEFITS TO PARTICIPANTS

Section 3.1 Supplemental Retirement Benefit 6
Section 3.2 Supplemental Savings Benefit 7
Section 3.3 Supplemental ESOP Benefits 8

ARTICLE IV DEATH BENEFITS

Section 4.1 Supplemental Retirement Plan Death Benefits 10
Section 4.2 Supplemental Savings Plan Death Benefits 10
Section 4.3 Supplemental ESOP Death Benefits 10
Section 4.4 Beneficiaries 11

ARTICLE V TRUST FUND

Section 5.1 Establishment of Trust. 11
Section 5.2 Contributions to Trust. 12
Section 5.3 Unfunded Character of Plan. 12

ARTICLE VI ADMINISTRATION

Section 6.1 The Committee 12
Section 6.2 Liability of Committee Members and their Delegates 13

PAGE (ii)

Section 6.3 Plan Expenses 13
Section 6.4 Facility of Payment 14

ARTICLE VII AMENDMENT AND TERMINATION

Section 7.1 Amendment by the Company. 14
Section 7.2 Termination. 14
Section 7.3 Amendment or Termination by Other Employers 14

ARTICLE VIII MISCELLANEOUS PROVISIONS

Section 8.1 Construction and Language 15
Section 8.2 Headings 15
Section 8.3 Non-Alienation of Benefits 15
Section 8.4 Indemnification 16
Section 8.5 Severability 16
Section 8.6 Waiver 16
Section 8.7 Governing Law 16
Section 8.8 Taxes. 16
Section 8.9 No Deposit Account 17
Section 8.10 No Right to Continued Employment 17
Section 8.11 Status of Plan Under ERISA 17

BENEFIT MAINTENANCE PLAN

OF

DIME COMMUNITY BANCORP, INC.

ARTICLE I

DEFINITIONS

Wherever appropriate to the purposes of the Plan, capitalized terms shall have the meanings assigned to them under the Retirement Plan, Savings Plan or ESOP, as applicable; provided, however, that the following special definitions shall apply for purposes of the Plan, unless a different meaning is clearly indicated by the context:

Section 1.1 Actuarial Equivalent means a benefit of equivalent value determined on the basis of interest rate and mortality assumptions prescribed under the Retirement Plan. If it shall be necessary to determine an Actuarial Equivalent in any case for which interest rate and mortality assumptions shall not have been prescribed under the Retirement Plan, the Actuarial Equivalent shall be determined using the interest rate and mortality assumptions prescribed by the Commissioner of Internal Revenue pursuant to section 417(e) of the Code for the month in which the determination is being made.

Section 1.2 Affiliated Employer means any corporation which is a member of a controlled group of corporations (as defined in section 414(b) of the Code) that includes the Company; any trade or business (whether or not incorporated) that is under common control (as defined in section 414(c) of the Code) with the Company; any organization (whether or not incorporated) that is a member of an affiliated service group (as defined in section 414(m) of the Code) that includes the Company; any leasing organization (as defined in section 414(n) of the Code) to the extent that any of its employees are required pursuant to section 414(n) of the Code to be treated as employees of the Company; and any other entity that is required to be aggregated with the Company pursuant to regulations under section 414(o) of the Code.

Section 1.3 Applicable Limitation means any of the following: (a) the limitation on annual compensation that may be recognized under a tax- qualified plan for benefit computation purposes pursuant to section 401(a)(17) of the Code; (b) the maximum limitation on annual benefits payable by a tax-qualified defined benefit plan pursuant to section 415(b) of the Code; (c) the maximum limitation on annual additions to a tax-qualified defined contribution plan pursuant to section 415(c) of the Code; (d) the maximum limitation on aggregate annual benefits and annual additions under a combination of tax-qualified defined benefit and defined contribution plans maintained by a single employer pursuant to section 415(e) of the Code; (e) the maximum limitation on annual elective deferrals to a qualified cash or deferred arrangement pursuant to section 402(g) of the Code; (f) the annual limitation on elective deferrals under a qualified cash or deferred arrangement by highly compensated employees pursuant to section 401(k) of the Code; and (g) the annual limitation on voluntary employee contributions by, and employer matching contributions for, highly compensated employees pursuant to section 401(m) of the Code.

Section 1.4 Bank means The Dime Savings Bank of Williamsburgh, a federal stock savings bank, and its successors or assigns.

Section 1.5 Beneficiary means any person, other than a Partic-ipant or Former Participant, who is determined to be entitled to benefits under the terms of the Plan.

Section 1.6 Board means the Board of Directors of the Company.

Section 1.7 Change in Control means any of the following events:

(a)the occurrence of any event upon which any "person" (as such term is used in sections 13(d) and 14(d) of the Exchange Act), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan maintained for the benefit of employees of the Company; (ii) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (iii) any group constituting a person in which employees of the Company are substantial members, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities issued by the Company representing 25% or more of the combined voting power of all of the Company's then outstanding securities; or

(b)the occurrence of any event upon which the individuals who were members of the Board on November 1, 1992, together with individuals whose election by the Board or nomination for election by the Company's stockholders was approved by the affirmative vote of at least two-thirds of the members of the Board then in office who were either members of the Board on the date this Plan is adopted or whose nomination or election was previously so approved, cease for any reason to constitute a majority of the members of the Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c) the shareholders of the Company approve either:

(i)a merger or consolidation of the Company with any other corporation, other than a merger or consolidation following which both of the following conditions are satisfied:

(A)either (1) the members of the Board of the Company immediately prior to such merger or consolidation constitute at least a majority of the members of the governing body of the institution resulting from such merger or consolidation; or (2) the shareholders of the Company own securities of the institution resulting from such merger or consolidation representing 80% or more of the combined voting power of all such securities then outstanding in substantially the same proportions as their ownership of voting securities of the Company before such merger or consolidation; and

(B)the entity which results from such merger or consolidation expressly agrees in writing to assume and perform the Company's obligations under the Plan; or

(ii)a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets; and

(d)any event that would be described in section 1.7(a), (b) or (c) if "the Bank" were substituted for "the Company" therein.

Section 1.8 Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any prior law or succeeding law).

Section 1.9 Committee means the Compensation Committee of the Board of Directors of the Company, or such other person, committee or other entity as shall be designated by or on behalf of the Board to perform the duties set forth in Article IV.

Section 1.10 Company means, Dime Community Bancorp, Inc., a Delaware corporation, any successor thereto.

Section 1.11 Eligible Employee means an Employee who is eligi-ble for participation in the Plan in accordance with the pro-visions of Article II.

Section 1.12 Employee means any person, including an officer, who is employed by the Employer.

Section 1.13 Employer means Dime Community Bancorp, Inc., and any successor thereto and The Dime Savings Bank of Williamsburgh and any successor thereto and any Affiliated Employer which, with the prior written approval of the Board of Directors of Dime Community Bancorp, Inc. and subject to such terms and conditions as may be imposed by the Board of Directors of Dime Community Bancorp, Inc., shall adopt this Plan.

Section 1.14 Employer Contributions means contributions by any Employer to the Savings Plan or the ESOP.

Section 1.15 ERISA means the Employee Retirement Income Security Act of l974, as amended from time to time (in-cluding the corre-sponding provisions of any succeeding law).

Section 1.16 ESOP means the Employee Stock Ownership Plan of Dime Community Bancorp, Inc. and Certain Affiliates, as amended from time to time (including the corresponding provisions of any successor qualified employee stock ownership plan adopted by the Company).

Section 1.17 Exchange Act means the Securities Exchange Act of 1934, as amended from time to time (including the corresponding provisions of any succeeding law).

Section 1.18 Fair Market Value of a Share means, with respect to a Share on a specified date:

(a)the final reported sales price on the date in question (or if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange on which the Shares are listed or admitted to trading; or

(b)if the Shares are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a Share on such date on the National Association of Securities Dealers Automated Quotations System, or, if no such quotation is provided, on another similar system, selected by the Committee, then in use; or

(c)if sections 1.18(a) and (b) are not applicable, the fair market value of a Share as the Committee may determine.

Section 1.19 Former Participant means a person whose participa-tion in the Plan has terminated as provided under section 1.26

Section 1.20 Savings Plan means the 401(k) Savings Plan of The Dime Savings Bank of Williamsburgh, as amended from time to time (including the provisions of any successor qualified defined contribution plan adopted by the Company).

Section 1.21 Participant means any person who is par-ticipating in the Plan in accordance with its terms.

Section 1.22 Plan means the Benefit Maintenance Plan of Dime Community Bancorp, Inc., as amended from time to time (including the corresponding provisions of any successor plan adopted by the Company).

Section 1.23 Retirement Plan means the Retirement Plan of The Dime Savings Bank of Williamsburgh, as amended from time to time (including the corresponding provisions of any successor qualified defined benefit plan adopted by the Bank).

Section 1.24 Share means a share of common stock, par value $.01 per share, of Dime Community Bancorp., Inc.

Section 1.25 Stock Unit means a right to receive a payment under the Plan in an amount equal, on the date as of which such payment is made, to the Fair Market Value of a Share.

Section 1.26 Termination of Service means an Employ-ee's sepa-ration from service with all Employers as an Employee, whether by resigna-tion, discharge, death, disability, retirement or other-wise.

ARTICLE II

PARTICIPATION

Section 2.1 Eligibility for Participation.

Only Eligible Employees may be or become Participants. An Employee shall become an Eligible Employee if:

(a)he holds the office of Senior Vice President, or a more senior office, of the Employer, or he has been designated an Eligible Employee by resolution of the Committee; and

(b)he is a Participant in the Retirement Plan, the Savings Plan or the ESOP, or any combination thereof, and the benefits to which he is entitled thereunder are limited by one or more of the Applicable Limitations;

provided, however, that no person shall be named an Eligible Employee, nor shall any person who has been an Eligible Employee continue as an Eligible Employee, to the extent that such person's participation, or continued participation, in the Plan would cause the Plan to fail to be considered maintained for the primary purpose of providing deferred compensation for a select group
of management or highly compensated employees for purposes of ERISA.

Section 2.2 Commencement of Participation.

An Employee shall become a Participant on the date when he first becomes an Eligible Employee, unless the Committee shall, by resolution, establish an earlier or later effective date of participation for a Participant.

Section 2.3 Termination of Participation.

Participation in the Plan shall cease on the earlier of (a) the date of the Participant's Termination of Service or (b) the date on which he ceases to be an Eligible Employee.

ARTICLE III

BENEFITS TO PARTICIPANTS

Section 3.1 Supplemental Retirement Benefit.

(a)A Participant whose benefits under the Re-tirement Plan are limited by one or more of the Applicable Limitations shall be eligible for a sup- plemental retirement benefit under this Plan in an amount equal to the excess of:

(i)the retirement benefit to which he would be entitled under the Retirement Plan in the absence of the Applicable Limitations; over

(ii)the actual retirement benefit to which he is entitled under the Retirement Plan;

in each case computed as of the date on which his benefit under the Retirement Plan is scheduled to commence and on the basis of the benefit form selected by him under the Retirement Plan; provided, however, that if the Participant dies before the payment of such supplemental retirement benefit begins, no benefit shall be payable under this section 3.1 and the survivor benefit, if any, which may be payable shall be determined under section 4.1.

(b) The supplemental retirement benefit provided for in this section 3.1 shall be paid in the form of a single life annuity commencing on the first day of the month coincident with or next following the Participant's Termination of Service or, if later, the earliest date on which benefits under the Retirement Plan could, with a proper election, begin to be paid. Notwithstanding the foregoing, a Participant may, within thirty (30) days after first becoming eligible to participate in the Plan for purposes of receiving a supplemental retirement benefit, elect that such supplemental retirement benefit be paid in a different form or commencing at a different time by filing a written election, in such form and manner as the Committee may provide, within such thirty
(30) day period, and the amount of such benefit shall be the Actuarial Equivalent of the benefit payable in the absence of such an election.

Section 3.2 Supplemental Savings Benefit.

(a)A Participant whose benefits under the Savings Plan are limited by one or more of the Applicable Limitations shall be eligible for a supplemental savings benefit under this Plan in an amount equal to:

(i)the aggregate amount of Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others participating in the Savings Plan) that would have been credited to the Participant's account under the Savings Plan in the absence of the Applicable Limitations if for all relevant periods he had made the maximum amount of elective deferrals under section 402(g) of the Code or voluntary employee contributions under section 401(a) of the Code required to qualify for the maximum possible allocation of Employer Contributions (and without regard to the amount of elective deferrals or voluntary employee contributions actually made); over

(ii)the aggregate amount of Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others participating in the Savings Plan) actually credited to the Participant's account under the Savings Plan for such periods;

adjusted for earnings and losses as provided section 3.2(b); provided, however, that if the Participant dies before the payment of such supplemental savings benefit begins, no benefit shall be payable under this section 3.2 and the survivor benefit, if any, which may be payable shall be determined under section 4.2.

(b)The Committee shall cause to be maintained a bookkeeping account to reflect all Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others participating in the Savings Plan) that cannot be made to a Participant's account under the Savings Plan due to the Applicable Limitations and shall cause such bookkeeping account to be credited with all such Employer Contributions as of the date on which such Employer Contributions would have been credited to the Participant's account in the Savings Plan in the absence of the Applicable Limitations. The balance credited to such bookkeeping account shall be adjusted for earnings or losses as follows:

(i)except as provided in section 3.2(b)(ii), the balance credited to such bookkeeping account shall be credited with interest as of the last day of each calendar month at a rate for such month equal to one-twelfth of the annualized yield on 30-year Treasury Securities, Constant Maturities, prescribed by the Commissioner of Internal Revenue for such month pursuant to section 417(e) of the Code; or

(ii)if and to the extent permitted by the Committee, as though such Employer Contributions had been contributed to a trust fund and invested, for the benefit of the Participant, in such investments at such time or times as the Participant shall have designated in such form and manner as the Committee shall prescribe.

(c)The supplemental savings benefit payable to a Participant hereunder shall be paid in a single lump sum as soon as practicable following the last day of the calendar year in which the Participant's Termination of Service occurs and shall be equal to the balance credited to his bookkeeping account as of the last day of the last calendar month to end prior to the date of payment. Notwithstanding the foregoing, a Participant may, within thirty (30) days after first becoming eligible to participate in the Plan for purposes of receiving a supplemental savings benefit, specify that such supplemental savings benefit be paid in a different form or commencing at a different time by filing a written election, in such form and manner as the Committee may prescribe, within such thirty (30) day period.

Section 3.3 Supplemental ESOP Benefits.

(a)A Participant whose benefits under the ESOP are limited by one or more of the Applicable Limitations shall be eligible for a supplemental ESOP benefit under this Plan in an amount equal to the sum of:

(i)a number of Stock Units equal to the excess (if any) of (A) the aggregate number of Shares (including any reallocation of Shares forfeited upon the termination of employment of others participating in the ESOP) that would have been credited to the Participant's account under the ESOP in the absence of the Applicable Limitations over (B) the number of Shares actually credited to his account under the ESOP; plus

(ii)if and to the extent that Employer Contributions to the ESOP result in allocations to the Participant's account of assets other than Shares, an amount equal to the excess (if any) of (A) the aggregate amount of Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others participating in the ESOP) that would have been credited to the Participant's account under the ESOP in the absence of the Applicable Limitations over (B) the aggregate amount of Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others participating in the ESOP) actually credited to the Participant's account under the ESOP;

adjusted for earnings and losses as provided section 3.3(b); provided, however, that if the Participant dies before the payment of such supplemental ESOP benefit begins, no benefit shall be payable under this section 3.3 and the survivor benefit, if any, which may be payable shall be determined under section 4.3.

(b)The Committee shall cause to be maintained a bookkeeping account to reflect all Shares and Employer Contributions (including any reallocation of amounts forfeited upon the termination of employment of others participating in the ESOP) that cannot be allocated to a Participant's account under the ESOP due to the Applicable Limitations and shall cause such bookkeeping account to be credited with such Employer Contributions and Stock Units reflecting such Shares as of the date on which such Employer Contributions and Shares, respectively, would have been credited to the Participant's account in the ESOP in the absence of the Applicable Limitations. The balance credited to such bookkeeping account shall be adjusted for earnings or losses as follows:

(i)all Stock Units shall be adjusted from time to time so that the value of a Stock Unit on any date is equal to the Fair Market Value of Share on such date, and the number of Stock Units shall be adjusted as and when appropriate to reflect any stock dividend, stock split, reverse stock split, exchange, conversion, or other event generally affecting the number of Shares held by all holders of Shares; and

(ii) (A) except as provided in section 3.3(b)(ii)(B), the balance credited to such bookkeeping accountthat does not consist of Stock Units shall be credited with interest as of the last day of each calendar month at a rate for such month equal to one-twelfth of the annualized yield on 30-year Treasury Securities,Constant Maturities, prescribed by theCommissioner of Internal Revenue forsuch month pursuant to section 417(e) of the Code; or

(B)if and to the extent permitted by the Committee, the balance credited to such bookkeeping account that does not consist of Stock Units shall be adjusted as though such Employer Contributions had been contributed to a trust fund and invested, for the benefit of the Participant, in such investments at such time or times as the Participant shall have designated in such form and manner as the Committee shall prescribe;

provided, however, that to the extent that the Participant shall receive on a current basis any dividend paid with respect to Shares credited to his account under the ESOP, the bookkeeping account established for him under this Plan shall not be adjusted to reflect such dividend and, instead, the Participant shall be paid an amount per Stock Unit equal to the dividend par Share received by the Participant under the ESOP, at substantially the same time as such dividend is paid under the ESOP.

(c)The supplemental ESOP benefit payable to a Participant hereunder shall be paid in a single lump sum as soon as practicable following the last day of the calendar year in which the Participant's Termination of Service occurs and shall be in an amount equal to the balance credited to his bookkeeping account. Notwithstanding the foregoing, a Participant may, within thirty (30) days after first becoming eligible to participate in the Plan for purposes of receiving a supplemental ESOP benefit, specify that such supplemental ESOP benefit be paid in a different form or commencing at a different time by filing a written election, in such form and manner as the Committee may prescribe, within such thirty (30) day period.

ARTICLE IV

DEATH BENEFITS

Section 4.1 Supplemental Retirement Plan Death Benefits.

If a Participant who is eligible for a supplemental retirement benefit under section
3.1 dies before the payment of such benefit begins, a supplemental survivor's retirement benefit shall be payable to the Participant's Beneficiary under this Plan in amount equal to the excess (if any) of (a) the survivor's benefit that would have been payable under the Retirement Plan commencing at the earliest permissible date in the absence of the Applicable Limitations if the Participant had effectively designated such Beneficiary as his beneficiary under the Retirement Plan, over (b) the survivor's benefit would have been payable under the Retirement Plan commencing at the earliest permissible date after giving effect to the Applicable Limitations if the Participant had effectively designated such Beneficiary as his beneficiary under the Retirement Plan. Such benefit shall be paid in a single lump sum which is the Actuarial Equivalent of the benefit described in the preceding sentence as soon as practicable following the death of the Participant.

Section 4.2 Supplemental Savings Plan Death Benefits.

If a Participant who is eligible for a supplemental savings benefit under section 3.2dies before the payment of such benefit begins, a supplementalsurvivor's savings benefit shall be payable to the Participant's Beneficiary under this Plan in amount equal to the balance credited tothe bookkeeping account established for the Participant under section3.2(b). Such benefit shall be paid in a single lump as soon as practicable following the death of the Participant and the bookkeeping account established for such Participant pursuant to section 3.2(b) shall continue to be adjusted as provided therein through the last day of the last calendar month to end prior to the date of payment.

Section 4.3 Supplemental ESOP Death Benefits.

If a Participant who is eligible for a supplemental ESOP benefit under section 3.3 dies before the payment of such benefit begins, a supplemental ESOP benefit shall be payable to the Participant's Beneficiary under this Plan in amount equal to the balance credited to the bookkeeping account established for the Participant under section 3.3(b). Such benefit shall be paid in a single lump as soon as practicable following the death of the Participant, and the bookkeeping account established for such Participant pursuant to section 3.3(b) shall continue to be adjusted as provided therein through the last day of the last calendar month to end prior to the date of payment.

Section 4.4 Beneficiaries.

A Participant or Former Participant may designate a Beneficiary or Beneficiaries to receive any survivor benefits payable under the Plan upon his death. Any such designation, or change therein or revocation thereof, shall be made in writing in the form and manner prescribed by the Committee, shall be revocable until the death of the Participant, and shall thereafter be irrevocable; provided, however, that any change or revocation shall be effective only if received by the Committee prior to the Participant's or Former Participant's death. If a Participant or Former Participant shall die without having effectively named a Beneficiary, he shall be deemed to have named his estate as his sole Beneficiary. If a Participant or Former Participant and his designated Beneficiary shall die in circumstances which give rise to doubt as to which of them shall have been the first to die, the Participant or Former Participant shall be deemed to have survived the Beneficiary. If a Participant or Former Participant designates more than one Beneficiary, all shall be deemed to have equal shares unless the Participant or Former Participant shall expressly provide otherwise.

ARTICLE V

TRUST FUND

Section 5.1 Establishment of Trust.

The Company may establish a trust fund which may be used to accumulate funds to satisfy benefit liabilities to Participants, Former Participants and their Beneficiaries under the Plan; provided, however, that the assets of such trust shall be subject to the claims of the creditors of the Company in the event that it is determined that the Company is insolvent; and provided, further, that the trust agreement shall contain such terms, conditions and provisions as shall be necessary to cause the Company to be considered the owner of the trust fund for federal, state or local income tax purposes with respect to all amounts contributed to the trust fund or any income attributable to the investments of the trust fund. The Company shall pay all costs and expenses incurred in establishing and maintaining such trust. Any payments made to a Participant, Former Participant or Beneficiary from a trust established under this section 5.1 shall offset payments which would otherwise be payable by the Company in the absence of the establishment of such trust. Any such trust will conform to the terms of the model trust described in Revenue Procedure 92-64, as the same may be modified from time to time.

Section 5.2 Contributions to Trust.

If a trust is established in accordance with section 5.1, the Company shall make contributions to such trust in such amounts and at such times as may be specified by the Committee or as may be required pursuant to the terms of the agreement governing the establishment and operation of such trust.

Section 5.3 Unfunded Character of Plan.

Notwithstanding the establishment of a trust pursuant to section 5.1, the Plan shall be unfunded for purposes of the Code and ERISA. Any liability of the Bank, the Company or another Employer to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as shall be created by the Plan, and shall give rise only to a claim against the general assets of the Bank, the Company or such Employer. No such liability shall be deemed to be secured by any pledge or any other encumbrance on any specific property of the Bank, the Company or any other Employer.

ARTICLE VI

ADMINISTRATION

Section 6.1 The Committee.

Except for the functions reserved to the Company or the Board, the administration of the Plan shall be the responsibility of the Committee. The Committee shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan. The determination of the Committee as to any question involving the general administration and interpretation of the Plan shall be final, conclusive and binding. Any discretionary actions to be taken under the Plan by the Committee shall be uniform in their nature and applicable to all persons similarly situated. Without limiting the generality of the foregoing, the Committee shall have the following powers:

(a)to furnish to all Participants, upon request, copies of the Plan and to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to receiving any benefits under the Plan;

(b)to make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan;

(c)to interpret the Plan, and to resolve ambiguities, inconsistencies and omissions, and the determinations of the Committee in respect thereof shall be binding, final and conclusive upon all interested parties;

(d)to decide on questions concerning the Plan in accordance with the provisions of the Plan;

(e)to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan, to hear and decide claims for benefits, and to provide a full and fair review to any Participant whose claim for benefits has been denied in whole or in part;

(f)to designate a person, who may or may not be a member of the Committee, as "plan administrator" for purposes of the ERISA;

(g)to allocate any such powers and duties to or among individual members of the Committee; and

(h)the power to designate persons other than Committee members to carry out any duty or power which would otherwise be a responsibility of the Committee or Administrator, under the terms of the Plan.

Section 6.2 Liability of Committee Members and their Delegates

To the extent permitted by law, the Committee and any person to whom it may delegate any duty or power in connection with administering the Plan, the Bank, the Company, any Employer, and the officers and directors thereof, shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any actuary, counsel, accountant, other specialist, or other person selected by the Committee, or in reliance upon any tables, valuations, certificates, opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, no member of the Committee, nor the Bank, the Company, any Employer, nor the officers or directors thereof, shall be liable for any neglect, omission or wrongdoing of any other members of the Committee, agent, officer or employee of the Bank, the Company or any Employer. Any person claiming benefits under the Plan shall look solely to the Employer for redress.

Section 6.3 Plan Expenses

All expenses incurred prior to the termination of the Plan that shall arise in connection with the administration of the Plan (including, but not limited to administrative expenses, proper charges and disbursements, compensation and other expenses and charges of any actuary, counsel, accountant, specialist, or other person who shall be employed by the Committee in connection with the administration of the Plan), shall be paid by the Company.

Section 6.4 Facility of Payment.

If the Company is unable to make payment to any Participant, Former Participant Beneficiary, or any other person to whom a payment is due under the Plan, because it cannot ascertain the identity or whereabouts of such Participant, Former Participant Beneficiary, or other person after reasonable efforts have been made to identify or locate such person (including a notice of the payment so due mailed to the last known address of such Participant, Former Participant Beneficiary, or other person shown on the records of the Employer), such payment and all subsequent payments otherwise due to such Participant, Former Participant, Beneficiary or other person shall be forfeited twenty-four
(24) months after the date such payment first became due; provided, however, that such payment and any subsequent payments shall be reinstated, retroactively, no later than sixty (60) days after the date on which the Participant, Former Participant, Beneficiary, or other person is identified or located.

ARTICLE VII

AMENDMENT AND TERMINATION

Section 7.1 Amendment by the Company.

The Company reserves the right, in its sole and absolute discretion, at any time and from to time, by action of the Board, to amend the Plan in whole or in part. In no event, however, shall any such amendment adversely affect the right of any Participant, Former Participant or Beneficiary to receive any benefits under the Plan in respect of participation for any period ending on or before the later of the date on which such amendment is adopted or the date on which it is made effective.

Section 7.2 Termination.

The Company also reserve the right, in its sole and absolute discretion, by action of the Board, to terminate the Plan. In such event, undistributed benefits attributable to participation prior to the date of termination shall be distributed as though each Participant terminated employment with the Bank, the Company and all other Employers as of the effective date of termination of the Plan.

Section 7.3 Amendment or Termination by Other Employers.

In the event that a corporation or trade or business other than the Company shall adopt this Plan, such cor-poration or trade or business shall, by adopting the Plan, empower the Company to amend or terminate the Plan, insofar as it shall cover employees of such corporation or trade or business, upon the terms and condi-tions set forth in sections 7.17.2; provided, however, that any such corporation or trade or business may, by action of its board of directors or other govern-ing body, amend or terminate the Plan, insofar as it shall cover employees of such corporation or trade or business, at different times and in a different manner. In the event of any such amend-ment or termina-tion by action of the board of directors or other governing body of such a corporation or trade or busi-ness, a separate plan shall be deemed to have been estab- lished for the employees of such corporation or trade or busi-ness, and any amounts set aside to provide for the satisfaction of benefit liabilities with respect to Employees of such corporation or trade or business shall be segregated from the assets set aside for the purposes of this Plan at the earliest practicable date and shall be dealt with in accor-dance with the documents governing such sepa-rate plan.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1 Construction and 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.

Section 8.2 Headings.

The headings of Articles and sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Agreement, the text shall control.

Section 8.3 Non-Alienation of Benefits.

Except as may otherwise be required by law, no distribution or payment under the Plan to any Participant, Former Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such distribution or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to such distribution or payment. If any Participant, Former Participant or Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge encumber or charge any such distribution or payment, voluntarily or involuntarily, the Committee, in its sole discretion, may cancel such distribution or payment or may hold or cause to be held or applied such distribution or payment, or any part thereof, to or for the benefit of such Participant, Former Participant or Beneficiary, in such manner as the Committee shall direct; provided, however, that no such action by the Committee shall cause the acceleration or deferral of any benefit payments from the date on which such payments are scheduled to be made.

Section 8.4 Indemnification.

The Company shall indemnify, hold harmless and defend each Participant, Former Participant and Beneficiary, 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 obligation of the Bank, the Company and any other Employer under the terms of the Plan.

Section 8.5 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.

Section 8.6 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.

Section 8.7 Governing Law.

The Plan shall be con-strued, administered Section and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal laws of the United States. Any payments made pursuant to this Plan are subject to and conditioned upon their compliance with 12 U.S.C. <section> 1828(k) and any regulations promulgated thereunder.

Section 8.8 Taxes.

The Employer shall have the right to retain a suffi-cient portion of any payment made under the Plan to cover the amount re-quired to be with-held pursuant to any applicable federal, state and local tax law.

Section 8.9 No Deposit Account.

Nothing in this Plan shall be held or construed to establish any deposit account for any Participant or any deposit liability on the part of the Bank. Participants' rights hereunder shall be equivalent to those of a general unsecured creditor of each Employer.

Section 8.10 No Right to Continued Employment.

Neither the establishment of the Plan, nor any provi-sions of the Plan nor any action of the Plan Administrator, the Commit-tee or any Employer shall be held or construed to confer upon any Employ-ee any right to a continuation of employment by the Employer. The Employer reserves the right to dismiss any Employee or other-wise deal with any Employee to the same extent as though the Plan had not been adopted.

Section 8.11 Status of Plan Under ERISA.

The Plan is intended to be (a) to the maximum extent permitted under applicable laws, an unfunded, non-qualified excess benefit plan as contemplated by section 3(36) of ERISA for the purpose of providing benefits in excess of the limitations imposed under section 415 of the Code, and (b) to the extent not so permitted, an unfunded, non-qualified plan maintained primarily for the purpose of providing deferred compensation for highly compen-sated employees, as contemplated by sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan is not intend-ed to comply with the require-ments of section 401(a) of the Code or to be subject to Parts 2, 3 and 4 of Title I of ERISA. The Plan shall be adminis-tered and construed so as to effectuate this intent.

DIME COMMUNITY BANCORP, INC.

1996 STOCK OPTION PLAN FOR

OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES

ADOPTED OCTOBER 8, 1996
EFFECTIVE AS OF DECEMBER 26, 1996
INCORPORATING AMENDMENT NO. 1 AND 2

                         TABLE OF CONTENTS
                                                            Page

                                ARTICLE I
                                 PURPOSE

Section 1.1 General Purpose of the Plan                        1

ARTICLE II DEFINITIONS

Section 2.1 Bank                                               1
Section 2.2 Board                                              1
Section 2.3 Change in Control                                  1
Section 2.4 Code                                               2
Section 2.5 Committee                                          3
Section 2.6 Company                                            3
Section 2.7 Disability                                         3
Section 2.8 Disinterested Board Member                         3
Section 2.9 Effective Date                                     3
Section 2.10 Eligible Director                                 3
Section 2.11 Eligible Employee                                 3
Section 2.12 Employer                                          3
Section 2.13 Exchange Act                                      3
Section 2.14 Exercise Price                                    3
Section 2.15 Fair Market Value                                 3
Section 2.16 Family Member                                     4
Section 2.17 Incentive Stock Option                            4
Section 2.18 Non-Profit Organization                           4
Section 2.19 Non-Qualified Stock Option                        4
Section 2.20 Option                                            4
Section 2.21 Option Period                                     4
Section 2.22 OTS Regulations                                   4
Section 2.23 Person                                            4
Section 2.24 Plan                                              5
Section 2.25 Retirement                                        5
Section 2.26 Share                                             5
Section 2.27 Termination for Cause                             5

ARTICLE III AVAILABLE SHARES

Section 3.1 Available Shares                                   6

ARTICLE IV ADMINISTRATION

Section 4.1 Committee                                           6
Section 4.2 Committee Action                                    7

PAGE (i)

Section 4.3 Committee Responsibilities                          7

ARTICLE V STOCK OPTIONS FOR ELIGIBLE DIRECTORS

Section 5.1 In General                                           7
Section 5.2 Exercise Price                                       8
Section 5.3 Option Period                                        8

ARTICLE VI STOCK OPTIONS FOR ELIGIBLE EMPLOYEES

Section 6.1 Size of Option                                       9
Section 6.2 Grant of Options                                     9
Section 6.3 Exercise Price                                       10
Section 6.4 Option Period                                        10
Section 6.5 Required Regulatory Provisions                       10
Section 6.6 Additional Restrictions on Incentive Stock Options   12

ARTICLE VII OPTIONS - IN GENERAL

Section 7.1 Method of Exercise                                    13
Section 7.2 Limitations on Options                                14

ARTICLE VIII AMENDMENT AND TERMINATION

Section 8.1 Termination                                           15
Section 8.2 Amendment                                             15
Section 8.3 Adjustments in the Event of a Business Reorganization 16

ARTICLE IX MISCELLANEOUS

Section 9.1 Status as an Employee Benefit Plan                   17
Section 9.2 No Right to Continued Employment                     17
Section 9.3 Construction of Language                             17
Section 9.4 Governing Law                                        18
Section 9.5 Headings                                             18
Section 9.6 Non-Alienation of Benefits                           18
Section 9.7 Taxes                                                18
Section 9.8 Approval of Shareholders                             18
Section 9.9 Notices                                              19

PAGE (i)

              Dime Community Bancorp, Inc. 1996 Stock Option Plan

                                for

             Outside Directors, Officers and Employees

ARTICLE I

PURPOSE

Section 1.1 General Purpose of the Plan.

The purpose of the Plan is to promote the growth and profitability of Dime Community Bancorp, Inc., to provide eligible directors, certain key officers and employees of Dime Community Bancorp, Inc. and its affiliates with an incentive to achieve corporate objec-tives, to at-tract and re- tain individuals of outstanding competence and to provide such individuals with an equity interest in Dime Community Bancorp, Inc.

ARTICLE II

DEFINITIONS

The following definitions shall apply for the purposes of this Plan, unless a different meaning is plainly indicated by the context:

Section 2.1 Bank means The Dime Savings Bank of Williamsburgh, a federally chartered savings institution, and any successor thereto.

Section 2.2 Board means the board of directors of the Company.

Section 2.3 Change in Control means any of the following events:

(a)the occurrence of any event upon which any "person" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan maintained for the benefit of employees of the Company; (B) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (C) any group constituting a person in which employees of the Company are substantial members, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities issued by the Company representing 25% or more of the combined voting power of all of the Company's then outstanding securities; or

(b)the occurrence of any event upon which the individuals who on the date the Plan is adopted are members of the Board, together with individuals whose election by the Board or nomination for election by the Company's stockholders was approved by the affirmative vote of at least two-thirds of the members of the Board then in office who were either members of the Board on the date this Plan is adopted or whose nomination or election was previously so approved, cease for any reason to constitute a majority of the members of the Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c) the shareholders of the Company approve either:

(i)a merger or consolidation of the Company with any other corporation, other than a merger or consolidation following which both of the following conditions are satisfied:

(A)either (I) the members of the Board of the Company immediately prior to such merger or consolidation constitute at least a majority of the members of the governing body of the institution resulting from such merger or consolidation; or (II) the shareholders of the Company own securities of the institution resulting from such merger or consolidation representing 80% or more of the combined voting power of all such securities of the resulting institution then outstanding in substantially the same proportions as their ownership of voting securities of the Company immediately before such merger or consolidation; and

(B)the entity which results from such merger or consolidation expressly agrees in writing to assume and perform the Company's obligations under the Plan; or

(ii)a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets; and

(d)any event that would be described in section 2.3(a), (b) or (c) if "the Bank" were substituted for "the Company" therein.

Section 2.4 Code means the Internal Revenue Code of 1986 (including the corresponding provisions of any succeeding law).

Section 2.5 Committee means the Committee described in section 4.1.

Section 2.6 Company means Dime Community Bancorp, Inc., a corporation organized and existing under the laws of the State of Delaware, and any successor thereto.

Section 2.7 Disability means a condition of total in-capa-city, men-tal or physical, for further performance of duty with the Company which the Committee shall have deter-mined, on the basis of competent medical evi- dence, is likely to be permanent.

Section 2.8 Disinterested Board Member means a member of the Board who
(a) is not a current employee of the Company or a subsidiary, (b) is not a former employee of the Company who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, (c) has not been an officer of the Company, (d) does not receive remuneration from the Company or a subsidiary, either directly or indirectly, in any capacity other than as a director and (e) does not possess an interest in any other transaction, and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a) or (b) of the proxy solicitation rules of the Securities and Exchange Commission. The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of section 162(m) of the Code or Rule 16b-3 promulgated under the Exchange Act.

Section 2.9 Effective Date means December 26, 1996.

Section 2.10 Eligible Director means a member of the board of directors of an Employer who is not also an employee or an officer of an Employer.

Section 2.11 Eligible Employee means any employee whom the Committee may determine to be a key officer or employee of an Employer and select to receive a grant of an Option pursuant to the Plan.

Section 2.12 Employer means the Company, the Bank and any successor thereto and, with the prior approval of the Board, and subject to such terms and conditions as may be imposed by the Board, any other savings bank, savings and loan associa-tion, bank, corporation, financial institution or other business organization or institution. With respect to any Eligible Employer or Eligible Director, the Employer shall mean the entity which employs such person or upon whose board of directors such person serves.

Section 2.13 Exchange Act means the Securities Exchange Act of 1934, as amended.

Section 2.14 Exercise Price means the price per Share at which Shares subject to an Option may be purchased upon ex-ercise of the Option, determined in accordance with section 5.4.

Section 2.15 Fair Market Value means, with respect to a Share on a specified date:

(a)the final reported sales price on the date in question (or if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange on which the Shares are listed or admitted to trading; or

(b)if the Shares are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a Share on such date on the National Association of Securities Dealers Automated Quotations System, or, if no such quotation is provided, on another similar system, selected by the Committee, then in use; or

(c)if sections 2.15(a) and (b) are not applicable, the fair market value of a Share as the Committee may determine.

Section 2.16 Family Member means the spouse, parent, child or sibling of an Eligible Director or Eligible Employee.

Section 2.17 Incentive Stock Option means a right to purchase Shares that is granted to Eligible Employees pursuant to section 6.1, that is des-ignated by the Committee to be an Incentive Stock Op-tion and that is intended to satisfy the requirements of section 422 of the Code.

Section 2.18 Non-Profit Organization means any organization which is exempt from federal income tax under section 501(c)(3), (4), (5), (6),
(7), (8) or (10) of the Internal Revenue Code.

Section 2.19 Non-Qualified Stock Option means a right to purchase Shares that is granted pursuant to section 5.1 or 6.1. For Eligible Employees, an Option will be a Non-Qualified Stock Option if (a) it is not des- ignated by the Committee to be an Incentive Stock Option, or (b) it does not satisfy the requirements of section 422 of the Code.

Section 2.20 Option means either an Incentive Stock Option or a Non- Qualified Stock Option.

Section 2.21 Option Period means the period during which an Option may be exercised, de-termined in accordance with section 5.3 and 6.4.

Section 2.22OTS Regulations means the regulations issued by the Office of Thrift Supervision and applicable to the Plan, the Bank or the Company.

Section 2.23 Person means an individual, a corpora-tion, a bank, a savings bank, a savings and loan association, a financial institution, a partnership, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution.

Section 2.24 Plan means the Dime Community Bancorp, Inc. 1996 Stock Option Plan for Outside Directors, Officers and Employees, as amended from time to time.

Section 2.25Retirement means retirement at or after the normal or early retirement date set forth in any tax-qualified retirement plan of the Bank.

Section 2.26 Share means a share of Common Stock, par value $.01 per share, of Dime Community Bancorp, Inc.

Section 2.27 Termination for Cause means one of the following:

(a)for an Eligible Employee who is not an officer or employee of any bank or savings institution regulated by the Office of Thrift Supervision, "Termination for Cause" means termination of employment with the Employer upon the occurrence of any of the following: (i) the employee intentionally engages in dishonest conduct in connection with his performance of services for the Employer resulting in his conviction of a felony; (ii) the employee is convicted of, or pleads guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iii) the employee willfully fails or refuses to perform his duties under any employment or retention agreement and fails to cure such breach within sixty (60) days following written notice thereof from the Employer; (iv) the employee breaches his fiduciary duties to the Employer for personal profit; or (v) the employee's willful breach or violation of any law, rule or regulation (other than traffic violations or similar offenses), or final cease and desist order in connection with his performance of services for the Employer;

(b)for an Eligible Employee who is an officer or employee of a bank or savings institution regulated by the Office of Thrift Supervision, "Termination for Cause" means termination of employment for personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that such individual shall not be deemed to have been discharged for cause unless and until he shall have received a written notice of termination from the Board, which notice shall be given to such individual not later than five (5) business days after the board of directors of the Employer adopts, and shall be accompanied by, a resolution duly approved by affirmative vote of a majority of the entire board of directors of the Employer at a meeting called and held for such purpose (which meeting shall be held not less than fifteen (15) days nor more than thirty (30) days after notice to the individual), at which meeting there shall be a reason-able oppor-tunity for the individual to make oral and written presentations to the members of the board of directors of the Employer, on his own behalf, or through a repre-sentative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that in the good faith opinion of the board of directors of the Employer grounds exist for discharging the individual for cause.

ARTICLE III

AVAILABLE SHARES

Section 3.1 Available Shares.

Subject to section 8.3, the maximum aggregate number of Shares with respect to which Options may be granted at any time shall be equal to the excess of:

(a) 1,454,750 Shares; over

(b) the sum of:

(i)the num-ber of Shares with respect to which previously granted Options may then or may in the future be exercised; plus

(ii)the number of Shares with respect to which previously granted Options have been exer-cised.

A maximum aggregate of 1,018,325 Shares may be granted to Eligible Employees and a maximum aggregate of 436,425 Shares may be granted to Eligible Directors. For purposes of this section 3.1, an Option shall not be considered as having been exercised to the extent that such Option terminates by reason other than the purchase of related Shares; provided, however, that for purposes of meeting the requirements of section 162(m) of the Code, no Eligible Employee who is a covered employee under section 162(m) of the Code shall receive a grant of Options in excess of the amount specified under this section 3.1, computed as if any Option which is cancelled reduced the maximum number of Shares.

ARTICLE IV

ADMINISTRATION

Section 4.1 Committee.

The Plan shall be administered by the members of the Compensation Committee of Dime Community Bancorp, Inc. who are Disinterested Board Members. If the Committee consists of fewer than two Disinterested Board Members, then the Board shall appoint to the Commit-tee such additional Disinterested Board Members as shall be nec-es-sary to provide for a Committee con-sisting of at least two Disinterested Board Members.

Section 4.2 Committee Action.

The Committee shall hold such meetings, and may make such administra-tive rules and regulations, as it may deem proper. A majority of the mem-bers of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meet-ing at which a quorum is present, as well as actions taken pursu-ant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be ac-tions of the Commit-tee. All actions of the Committee shall be final and conclusive and shall be binding upon the Company and all other inter-ested parties. Any Person dealing with the Committee shall be fully protected in relying upon any written notice, in-struc-tion, direction or other communication signed by the secre-tary of the Committee and one member of the Committee, by two members of the Committee or by a representative of the Committee authorized to sign the same in its behalf.

Section 4.3 Committee Responsibilities.

Subject to the terms and conditions of the Plan and such limitations as may be imposed from time to time by the Board, the Committee shall be re- sponsible for the overall management and administra-tion of the Plan and shall have such authority as shall be neces-sary or ap-pro-priate in order to carry out its responsibilities, including, without limitation, the authority:

(a)to interpret and construe the Plan, and to deter-mine all questions that may arise under the Plan as to eligibility for participation in the Plan, the number of Shares subject to the Options, if any, to be granted, and the terms and conditions thereof;

(b)to adopt rules and regulations and to pre-scribe forms for the operation and administration of the Plan; and

(c)to take any other action not inconsistent with the provisions of the Plan that it may deem neces-sary or appropriate.

ARTICLE V

STOCK OPTIONS FOR ELIGIBLE DIRECTORS

Section 5.1 In General.

(a)On the Effective Date, each Eligible Director shall be granted an Option to purchase 39,675 Shares.

(b)Any Op-tion granted under this section 5.1 shall be evidenced by a written agreement which shall specify the number of Shares covered by the Op-tion, the Exercise Price for the Shares subject to the Option and the Option Period, all as determined pursuant to this Article V. The Option agreement shall also set forth specifically or incorporate by ref-erence the applicable provisions of the Plan.

Section 5.2 Exercise Price.

The price per Share at which an Option granted to an Eligible Director under section 5.1 may be exercised shall be the Fair Market Value of a Share on the date on which the Option is granted.

Section 5.3 Option Period.

(a)Subject to section 5.3(b), the Option Period during which an Option granted to an Eligible Director under section 5.1 may be exercised shall commence on the date the Option is granted and shall expire on the earlier of:

(i) removal for cause in accordance with the Employer's bylaws; or

(ii)the last day of the ten-year period commencing on the date on which the Option was granted.

(b)During the Option Period, the maximum number Shares as to which an outstanding Option may be exercised shall be as follows:

(i)prior to the first anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option shall not be exercisable;

(ii)on and after the first anniversary, but prior to the second anniversary, of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option may be exercised as to a maximum of twenty percent (20%) of the Shares subject to the Option;

(iii)on and after the second anniversary, but prior to the third anniversary, of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option may be exercised as to a maximum of forty percent (40%) of the Shares subject to the Option, when granted, including in such number any optioned Shares purchased prior to such second anniversary;

(iv)on and after the third anniversary, but prior to the fourth anniversary, of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option may be exercised as to a maximum of sixty percent (60%) of the Shares subject to the Option, when granted, including in such number any optioned Shares purchased prior to such third anniversary;

(v)on and after the fourth anniversary, but prior to the fifth anniversary, of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option may be exercised as to a maximum of eighty percent (80%) of the Shares subject to the Option, when granted, including in such number any optioned Shares purchased prior to such fourth anniversary; and

(vi)on and after the fifth anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8 and for the remainder of the Option Period, the Option may be exercised as to the entire number of optioned Shares not theretofore purchased;

provided, however, that such an Option shall become fully exercisable, and all optioned Shares not previously purchased shall become available for purchase, on the date of the Option holder's death or Disability or Retirement or the date of a Change in Control.

ARTICLE VI

STOCK OPTIONS FOR ELIGIBLE EMPLOYEES

Section 6.1 Size of Option.

Subject to sections 6.2 and 6.5 and such limitations as the Board may from time to time impose, the number of Shares as to which an Eligible Employee may be granted Options shall be determined by the Committee, in its discretion. Except as provided in section 6.5, the maximum number of Shares that may be optioned to any one individual under this Plan during its entire duration shall be the entire number of Shares available under section 3.1 of the Plan.

Section 6.2 Grant of Options.

(a)Subject to the limitations of the Plan, the Committee may, in its discretion, grant to an Eli-gible Employee an Option to purchase Shares. The Option for such Eligible Employees must be designated as either an Incentive Stock Option or a Non-Qualified Stock Option and, if not designated as either, shall be a Non-Qualified Stock Option.

(b)Any Option granted under this section 6.2 shall be evidenced by a written agreement which shall:

(i) specify the number of Shares covered by the Option;

(ii)specify the Exercise Price, determined in accordance with section 6.3, for the Shares subject to the Option;

(iii)specify the Option Period determined in accordance with sec-tion 6.4;

(iv)set forth specifically or incorporate by ref-erence the applicable provisions of the Plan; and

(v)contain such other terms and conditions not inconsistent with the Plan as the Com-mittee may, in its discretion, prescribe with respect to an Option granted to an Eligible Employee.

Section 6.3 Exercise Price.

The price per Share at which an Option granted to an Eligible Employee shall be determined by the Com-mittee, in its discretion; provid-ed, however, that the Exercise Price shall not be less than the Fair Market Value of a Share on the date on which the Option is granted.

Section 6.4 Option Period.

Subject to section 6.5, the Option Period during which an Option granted to an Eligible Employee may be exercised shall commence on the date specified by the Committee in the Op-tion agreement and shall expire on the date specified in the Option agreement or, if no date is specified, on the earliest of:

(a)the close of business on the last day of the three-month period commencing on the date of the Eligible Employee's termination of employment with the Employer, other than on account of death or Disability, Retirement or a Termination for Cause;

(b)the close of business on the last day of the one-year period commencing on the date of the Eligible Employee's termination of employment due to death, Disa-bility or Retirement;

(c)the date and time when the Eligible Employee ceases to be an employee of the Employer due to a Termination for Cause; and

(d)the last day of the ten-year period commencing on the date on which the Option was granted.

Section 6.5 Required Regulatory Provisions.

Notwithstanding anything contained herein to the contrary:

(a)no Option shall be granted to an Eligible Employee under the Plan prior to shareholder approval under section 9.8;

(b)no Eligible Employee may be granted Options to purchase more than 363,687 Shares; provided, however, that an Eligible Employee may be granted Options to purchase more Shares if such grant is not inconsistent with section 563b.3(g) of the OTS Regulations.

(c)each Option granted to an Eligible Employee shall become exercisable as follows:

(i)prior to the first anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option shall not be exercisable;

(ii)on and after the first anniversary, but prior to the second anniversary, of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option may be exercised as to a maximum of twenty percent (20%) of the Shares subject to the Option when granted;

(iii)on and after the second anniversary, but prior to the third anniversary, of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option may be exercised as to a maximum of forty percent (40%) of the Shares subject to the Option when granted, including in such forty percent (40%) any optioned Shares purchased prior to such second anniversary;

(iv)on and after the third anniversary, but prior to the fourth anniversary, of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option may be exercised as to a maximum of sixty percent (60%) of the Shares subject to the Option when granted, including in such sixty percent (60%) any optioned Shares purchased prior to such third anniversary;

(v)on and after the fourth anniversary, but prior to the fifth anniversary, of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Option may be exercised as to a maximum of eighty percent (80%) of the Shares subject to the Option when granted, including in such eighty percent (80%) any optioned Shares purchased prior to such fourth anniversary; and

(vi)on and after the fifth anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8 and for the remainder of the Option Period, the Option may be exercised as to the entire number of optioned Shares not theretofore purchased;

provided, however, that such an Option shall become fully exercisable, and all optioned Shares not previously purchased shall become available for purchase, on the date of the Option holder's death or Disability or Retirement or the date of a Change in Control; and provided, further, that the Committee may establish a different vesting schedule for any Options.

(d)The Option Period of any Option granted to an Eligible Employee hereunder, whether or not previously vested, shall be suspended as of the time and date at which the Option holder has received notice from the Board that his or her employment is subject to a possible Termination for Cause. Such suspension shall remain in effect until the Option holder receives official notice from the Board that he or she has been cleared of any possible Termination for Cause, at which time, the original Exercise Period shall be reinstated without any adjustment for the intervening suspended period. In the event that the Option Period under section 6.4 expires during such suspension, the Company shall pay to the Eligible Employee, within 30 days after his reinstatement as an employee of the Company, damages equal to the value of the expired Options less the Exercise Price of such Options.

(e)No Option granted to an Eligible Employee hereunder, whether or not previously vested, shall be exercised after the time and date at which the Option holder's employment with the Employer is terminated in a Termination for Cause.

Section 6.6 Additional Restrictions on Incentive Stock Options.

In addition to the limitations of section 7.3, an Op-tion granted to an Eligible Employee designated by the Committee to be an Incentive Stock Op-tion shall be subject to the following limitations:

(a)If, for any calendar year, the sum of (i) plus (ii) exceeds $100,000, where (i) equals the Fair Market Value (determined as of the date of the grant) of Shares subject to an Option intended to be an Incentive Stock Option which first be-come available for purchase during such cal-endar year, and (ii) equals the Fair Market Value (determined as of the date of grant) of Shares subject to any other options intended to be Incentive Stock Options and previously granted to the same Eligible Employee which first become exercisable in such calendar year, then that number of Shares optioned which causes the sum of (i) and (ii) to exceed $100,000 shall be deemed to be Shares optioned pursuant to a Non-Qualified Stock Option or Non-Qualified Stock Options, with the same terms as the Option or Options intended to be an Incentive Stock Option;

(b)The Exercise Price of an Incentive Stock Option granted to an Eligible Employee who, at the time the Option is granted, owns Shares comprising more than 10% of the total combined voting power of all classes of stock of the Company shall not be less than 110% of the Fair Market Value of a Share, and if an Option designated as an Incentive Stock Option shall be granted at an Exercise Price that does not satisfy this requirement, the designated Exercise Price shall be observed and the Option shall be treated as a Non-Qualified Stock Option;

(c)The Option Period of an Incentive Stock Option granted to an Eligible Employee who, at the time the Option is granted, owns Shares comprising more than 10% of the total combined voting power of all classes of stock of the Company, shall expire no later than the fifth anniversary of the date on which the Option was granted, and if an Option designated as an Incentive Stock Option shall be granted for an Option Period that does not satisfy this requirement, the designated Option Period shall be observed and the Option shall be treated as a Non-Qualified Stock Option;

(d)An Incentive Stock Option that is exercised during its designated Option Period but more than:

(i)three (3) months after the termination of employment with the Company, a parent or a subsidiary (other than on account of disability within the meaning of section 22(e)(3) of the Code or death) of the Eligible Employee to whom it was granted; and

(ii)one (1) year after such individual's termination of employment with the Company, a parent or a subsidiary due to disability (within the meaning of section 22(e)(3) of the Code);

may be exercised in accordance with the terms but shall at the time of exercise be treated as a Non-Qualified Stock Option; and

(e)Except with the prior written approval of the Com-mittee, no individual shall dispose of Shares acquired pursuant to the exercise of an Incentive Stock Option until after the later of (i) the second anniversary of the date on which the Incentive Stock Option was gran-ted, or (ii) the first an-niversary of the date on which the Shares were acquired.

ARTICLE VII

OPTIONS - IN GENERAL

Section 7.1 Method of Exercise.

(a) Subject to the limitations of the Plan and the Option agreement, an Option holder may, at any time during the Option Period, exercise his or her right to purchase all or any part of the Shares to which the Option relates; provided, however, that the minimum number of Shares which may be purchased at any time shall be 100, or, if less, the total number of Shares relating to the Option which remain unpurchased. An Option holder shall exercise an Option to purchase Shares by:

(i)giving written notice to the Committee, in such form and manner as the Committee may prescribe, of his intent to exercise the Option;

(ii)delivering to the Committee full payment, consistent with section 7.1(b), for the Shares as to which the Option is to be exercised; and

(iii)satisfying such other conditions as may be pre-scribed in the Option agreement.

(b)The Exercise Price of Shares to be purchased upon ex-ercise of any Option shall be paid in full in cash (by certi-fied or bank check or such other instrument as the Company may accept) or, if and to the extent permitted by the Committee, by one or more of the following: (i) in the form of Shares already owned by the Option holder having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price to be paid; (ii) by requesting the Company to cancel without payment Options outstanding to such Person for that number of Shares whose aggregate Fair Market Value on the date of exercise, when reduced by their aggregate Exercise Price, equals the aggregate Exercise Price of the Options being exercised; or (iii) by a combination thereof. Payment for any Shares to be purchased upon exercise of an Option may also be made by deliver-ing a properly executed exercise notice to the Company, to-gether with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase price. To facilitate the fore-going, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.

(c)When the requirements of section 7.1(a) and (b) have been satisfied, the Committee shall take such action as is necessary to cause the issuance of a stock certificate evidencing the Option holder's ownership of such Shares. The Person exercising the Option shall have no right to vote or to receive dividends, nor have any other rights with re-spect to the Shares, prior to the date as of which such Shares are transferred to such Person on the stock transfer records of the Company, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected, ex-cept as may be required under section 8.3.

Section 7.2 Limitations on Options.

(a)An Option by its terms shall not be transferable by the Option holder other than to Family Members or Non-profit Organizations or by will or by the laws of descent and distribution and shall be exercisable, during the lifetime of the Option holder, only by the Option holder, a Family Member or a Non-profit Organization. Any such transfer shall be effected by written notice to the Company given in such form and manner as the Committee may prescribe and shall be recognized only if such notice is received by the Company prior to the death of the person giving it. Thereafter, the transferee shall have, with respect to such Option, all of the rights, privileges and obligations which would attach thereunder to the transferor if the Option were issued to such transferor. If a privilege of the Option depends on the life, employment or other status of the transferor, such privilege of the Option for the transferee shall continue to depend on the life, employment or other status of the transferor. The Committee shall have full and exclusive authority to interpret and apply the provisions of this Plan to transferees to the extent not specifically described herein. Notwithstanding the foregoing, an Incentive Stock Option is not transferable by an Eligible Employee other than by will or the laws of descent and distribution, and is exercisable, during his lifetime, solely by him.

(b) The Company's obligation to deliver Shares with re-spect to an Option shall, if the Committee so requests, be condi-tioned upon the receipt of a representation as to the investment inten-tion of the Option holder to whom such Shares are to be de-liv-ered, in such form as the Committee shall determine to be nec-essary or advisable to comply with the provisions of applica-ble federal, state or local law. It may be provided that any such representation shall become inoperative upon a registra-tion of the Shares or upon the occurrence of any other event eliminat-ing the necessity of such representation. The Company shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

ARTICLE VIII

AMENDMENT AND TERMINATION

Section 8.1 Termination.

The Board may suspend or terminate the Plan in whole or in part at any time prior to the tenth anniversary of the Effective Date by giving written notice of such sus-pension or ter-mination to the Commit-tee. Unless soon-er termi-nated, the Plan shall terminate automatically on the day preceding the tenth anniversary of the Effective Date. In the event of any suspension or termination of the Plan, all Options theretofore granted under the Plan that are outstanding on the date of such suspension or termination of the Plan shall remain outstanding and exercisable for the period and on the terms and conditions set forth in the Option agreements evidencing such Options.

Section 8.2 Amendment.

The Board may amend or revise the Plan in whole or in part at any time; provided, however, that, to the extent required to comply with section 162(m) of the Code, no such amendment or revision shall be effective if it amends a material term of the Plan unless approved by the holders of a majority of the voting Shares of Dime Community Bancorp, Inc.

Section 8.3 Adjustments in the Event of a Business Reorganization.

(a)In the event of any merger, consolidation, or other business reorganization in which the Company is the sur-viving entity, and in the event of any stock split, stock dividend or other event generally affecting the num-ber of Shares held by each Person who is then a holder of record of Shares, the number of Shares covered by each outstanding Op- tion and the number of Shares available pursuant to section 3.1 shall be ad-justed to account for such event. Such adjust-ment shall be effected by multi-plying such number of Shares by an amount equal to the num-ber of Shares that would be owned after such event by a Person who, immediately prior to such event, was the holder of record of one Share, and the Exercise Price of the Options shall be adjusted by dividing the Exercise Price by such number of Shares; provided, however, that the Committee may, in its discretion, establish another appro-priate method of adjustment.

(b)In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity, any Options granted under the Plan which remain outstanding may be cancelled as of the effective date of such merger, consolidation, business reorganization, liquidation or sale by the Board upon 30 days' written notice to the Option holder; provided, however, that on or as soon as practicable following the date of cancellation, each Option holder shall receive a monetary payment in such amount, or other property of such kind and value, as the Board determines in good faith to be equivalent in value to the Options that have been cancelled.

(c)In the event that the Company shall declare and pay any dividend with respect to Shares (other than a dividend payable in Shares) which results in a nontaxable return of capital to the holders of Shares for federal income tax purposes or otherwise than by dividend makes distribution of property to the holders of its Shares, the Company shall, in the discretion of the Committee, either:

(i) make an equivalent payment to each Person holding an outstanding Option as of the record date for such dividend. Such payment shall be made at substantially the same time, in substantially the same form and in substantially the same amount per optioned Share as the dividend or other distribution paid with respect to outstanding Shares; provided, however, that if any dividend or distribution on outstanding Shares is paid in property other than cash, the Company, in the Committee's discretion, may make such payment in a cash amount per optioned Share equal in fair market value to the fair market value of the non-cash dividend or distribution; or

(ii)adjust the Exercise Price of each outstanding Option in such manner as the Committee may determine to be appropriate to equitably reflect the payment of the dividend: or

(iii)take the action described in section 8.3(c) with respect to certain outstanding Options and the action described in with respect to the remaining outstanding Options;

provided, however, that no such action shall be taken without the approval of the Office of Thrift Supervision until the stockholders of the Company have voted to approve the provisions of this section 8.3(c) in a vote taken after June 26, 1997.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Status as an Employee Benefit Plan.

This Plan is not intended to satisfy the requirements for qua-lifi-ca- tion under sec-tion 401(a) of the Code or to satisfy the defini-tional re-quire-ments for an "employee benefit plan" under section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. It is intended to be a non-qualified incentive compen-sation program that is exempt from the regulatory require-ments of the Employee Retirement Income Security Act of 1974, as amended. The Plan shall be construed and administered so as to effectuate this intent.

Section 9.2 No Right to Continued Employment.

Nei-ther the establishment of the Plan nor any provi-sions of the Plan nor any action of the Board or the Committee with respect to the Plan shall be held or construed to confer upon any Eligible Director or Eligible Employee any right to a continuation of his or her position as a director or employee of the Company. The Employers reserve the right to remove any Eligible Director or dismiss any Eligible Employee or otherwise deal with any Eligible Director or Eligible Employee to the same extent as though the Plan had not been adopt-ed.

Section 9.3 Construction of Language.

Whenever ap-propriate in the Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to an Arti-cle or section number shall refer to an Article or section of this Plan unless otherwise indicated.

Section 9.4 Governing Law.

The Plan shall be con-strued, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. The Plan shall be construed to comply with applicable OTS Regulations.

Section 9.5 Headings.

The headings of Articles and sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Plan, the text shall control.

Section 9.6 Non-Alienation of Benefits.

The right to receive a benefit under the Plan shall not be subject in any man-ner to anticipation, alienation or assign-ment, nor shall such right be liable for or subject to debts, contracts, liabilities, engage-ments or torts, except to the extent provided in a qualified domestic relations order as defined in section 414(p) of the Code.

Section 9.7 Taxes.

The Company shall have the right to de-duct from all amounts paid by the Company in cash with respect to an Op-tion under the Plan any taxes re- quired by law to be withheld with respect to such Option. Where any Person is entitled to re-ceive Shares pursuant to the exercise of an Option, the Company shall have the right to re-quire such Person to pay the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without no-tice, a suffi-cient num-ber of Shares to cover the amount re-quired to be with-held.

Section 9.8 Approval of Shareholders.

The Plan shall not be effective or implemented unless approved by shareholders of Dime Community Bancorp, Inc. as follows:

(1)if, prior to the one year anniversary of the conversion of Dime Community Bancorp, Inc. to stock form, the Plan is approved by the holders of a majority of the total votes eligible to be cast at any duly called annual or special meeting of the Company, the Plan shall be effective as of the later of (a) December 26, 1996 or (b) the date of such approval; and

(2)if subsequent to the one year anniversary of such conversion, the Plan is approved by the affirmative vote of the holders of a majority of Shares present or represented by proxy at the meeting and entitled to vote at an annual or special meeting at which a quorum is present, the Plan shall be effective as of the later of (a) June 26, 1997, or (b) the date of such approval.

Shareholder approval shall not be obtained earlier than six months following such conversion unless permitted by the Office of Thrift Supervision. No Option shall be granted prior to shareholder approval of the Plan.

Section 9.9 Notices.

Any communication required or permit-ted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or cer-tified mail, return receipt requested, addressed to such party at the ad-dress listed below, or at such other address as one such party may by written notice specify to the other party:

(a) If to the Committee:

Dime Community Bancorp, Inc.
c/o The Dime Savings Bank of Williamsburgh 209 Havemeyer Street
Brooklyn, New York 11211

Attention: Corporate Secretary

(b)If to an Option holder, to the Option holder's address as shown in the Employer's re-cords.

RECOGNITION AND RETENTION PLAN FOR

OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES

OF

DIME COMMUNITY BANCORP, INC.

ADOPTED ON OCTOBER 8, 1996
EFFECTIVE AS OF DECEMBER 26, 1996
INCORPORATING AMENDMENT NO. 1 AND 2

                         TABLE OF CONTENTS
                                                            PAGE

ARTICLE I PURPOSE

Section 1.1 General Purpose of the Plan                          1

ARTICLE II DEFINITIONS

Section 2.1 Award                                                1
Section 2.2 Award Date                                           1
Section 2.3 Bank                                                 1
Section 2.4 Beneficiary                                          1
Section 2.5 Board                                                1
Section 2.6 Change of Control                                    2
Section 2.7 Code                                                 3
Section 2.8 Committee                                            3
Section 2.9 Company                                              3
Section 2.10 Disability                                          3
Section 2.11 Disinterested Board Member                          3
Section 2.12 Effective Date                                      3
Section 2.13 Eligible Director                                   3
Section 2.14 Eligible Employee                                   3
Section 2.15 Employer                                            3
Section 2.16 Exchange Act                                        3
Section 2.17 OTS Regulations                                     4
Section 2.18 Person                                              4
Section 2.19 Plan                                                4
Section 2.20 Retirement                                          4
Section 2.21 Share                                               4
Section 2.22 Trust                                               4
Section 2.23 Trust Agreement                                     4
Section 2.24 Trust Fund                                          4
Section 2.25 Trustee                                             4

ARTICLE III SHARES AVAILABLE UNDER PLAN

Section 3.1 Shares Available Under Plan                          5

PAGE (i)

ARTICLE IV ADMINISTRATION

Section 4.1 Committee                                            5
Section 4.2 Committee Action                                     5
Section 4.3 Committee Responsibilities                           5

ARTICLE V THE TRUST FUND

Section 5.1 Contributions                                        6
Section 5.2 The Trust Fund                                       6
Section 5.3 Investments                                          6

ARTICLE VI AWARDS

Section 6.1 To Eligible Directors                                7
Section 6.2 To Eligible Employees                                7
Section 6.3 Awards in General                                    7
Section 6.4 Share Allocations                                    8
Section 6.5 Dividend Rights                                      8
Section 6.6 Voting Rights                                        8
Section 6.7 Tender Offers                                        9
Section 6.8 Limitations on Awards                                9

ARTICLE VII VESTING AND DISTRIBUTION OF SHARES

Section 7.1 Vesting of Shares Granted to Eligible Directors      10
Section 7.2 Vesting of Shares Granted to Eligible Employees      11
Section 7.3 Designation of Beneficiary                           11
Section 7.4 Manner of Distribution                               11
Section 7.5 Taxes                                                12

ARTICLE VIII AMENDMENT AND TERMINATION

Section 8.1 Termination                                          12
Section 8.2 Amendment                                            12

PAGE (iii)

Section 8.3 Adjustments in the Event of a Business Reorganization12

ARTICLE IX MISCELLANEOUS

Section 9.1 Status as an Employee Benefit Plan                   13
Section 9.2 No Right to Continued Employment                     13
Section 9.3 Construction of Language                             14
Section 9.4 Governing Law                                        14
Section 9.5 Headings                                             14
Section 9.6 Non-Alienation of Benefits                           14
Section 9.7 Notices                                              14
Section 9.8 Approval of Shareholders                             15

PAGE (iii)

RECOGNITION  AND  RETENTION  PLAN  FOR  OUTSIDE  DIRECTORS,  OFFICERS AND
EMPLOYEES OF DIME COMMUNITY BANCORP, INC.

ARTICLE I

PURPOSE

SECTION . GENERAL PURPOSE OF THE PLAN

The purpose of the Plan is to promote the growth and profitability of Dime Community Bancorp, Inc. and to provide eligible directors, certain key officers and employees of Dime Community Bancorp, Inc. with an incentive to achieve corporate objectives, to at-tract and retain directors, key officers and employees of outstanding competence and to provide such directors, officers and employees with an equity interest in Dime Community Bancorp, Inc.

ARTICLE II

DEFINITIONS

The following definitions shall apply for the purposes of this Plan, unless a different meaning is plainly indicated by the context:

Section 2.1 Award means a grant of Shares to an Eli-gible Director or Eligible Employee pursuant to section 6.1 or 6.2.

Section 2.2 Award Date means, with respect to a par-ticular Award, the date specified by the Committee in the notice of the Award issued to the Eligible Director or Eligible Employee by the Committee, pursuant to section 6.1 or 6.2.

Section 2.3 Bank means The Dime Savings Bank of Williamsburgh, a federally chartered stock savings bank, and any successor thereto.

Section 2.4 Beneficiary means the Person designated by an Eligible Director or Eligible Employee pursuant to section 7.3, to receive dis- tribution of any Shares available for distribution to such Eli-gible Director or Eligible Employee, in the event such Eligible Director or Eligible Employee dies prior to receiving distribution of such Shares.

Section 2.5 Board means the Board of Directors of the Company.

Section 2.6 Change of Control means any of the following events:

(a) the occurrence of any event upon which any "person" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan maintained for the benefit of employees of the Company; (B) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (C) any group constituting a person in which employees of the Company are substantial members, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities issued by the Company representing 25% or more of the combined voting power of all of the Company's then outstanding securities; or

(b) the occurrence of any event upon which the individuals who on the date the Plan is adopted are members of the Board, together with individuals whose election by the Board or nomination for election by the Company's stockholders was approved by the affirmative vote of at least two-thirds of the members of the Board then in office who were either members of the Board on the date this Plan is adopted or whose nomination or election was previously so approved, cease for any reason to constitute a majority of the members of the Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c) the shareholders of the Company approve either:

(i) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation following which both of the following conditions are satisfied:

(A) either (I) the members of the Board of the Company immediately prior to such merger or consolidation constitute at least a majority of the members of the governing body of the institution resulting from such merger or consolidation; or (II) the shareholders of the Company own securities of the institution resulting from such merger or consolidation representing 80% or more of the combined voting power of all such securities of the resulting institution then outstanding in substantially the same proportions as their ownership of voting securities of the Company immediately before such merger or consolidation; and

(B) the entity which results from such merger or consolidation expressly agrees in writing to assume and perform the Company's obligations under the Plan; or

(ii) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets; and

(d) any event that would be described in section 2.6(a), (b) or (c) if "the Bank" were substituted for "the Company" therein.

Section 2.7 Code means the Internal Revenue Code of 1986 (includ-ing the corresponding provisions of any succeeding law).

Section 2.8 Committee means the Committee des-cribed in section 4.1.

Section 2.9 Company means Dime Community Bancorp, Inc., a corporation organized and existing under the laws of the State of Delaware, and any successor thereto.

Section 2.10 Disability means a condition of total in-capa-city, men-tal or physical, for further performance of duty with the Company which the Committee shall have deter-mined, on the basis of competent medical evi- dence, is likely to be per-manent.

Section 2.11 Disinterested Board Member means a member of the Board who
(a) is not a current employee of the Company or a subsidiary, (b) does not receive remuneration from the Company or a subsidiary, either directly or indirectly, in any capacity other than as a director and (c) does not possess an interest in any other transaction, and is not engaged in a business relationship, for which disclosure would be required pursuant to Item 404(a) or (b) of the proxy solicitation rules of the Securities and Exchange Commission. The term Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of Rule 16b-3 promulgated under the Exchange Act.

Section 2.12 Effective Date means December 26, 1996.

Section 2.13 Eligible Director means a member of the board of directors of the Employer who is not also an employee of the Employer.

Section 2.14 Eligible Employee means any employee whom the Committee may determine to be a key officer or employee of the Employer and select to receive an Award pursuant to the Plan.

Section 2.15 Employer means the Company, the Bank and any successor thereto and, with the prior approval of the Board, and subject to such terms and conditions as may be imposed by the Board, any other savings bank, savings and loan associa-tion, bank, corporation, financial institution or other business organization or institution. With respect to any Eligible Employee or Eligible Director, the Employer shall mean the entity which employs such person or upon whose board of directors such person serves.

Section 2.16 Exchange Act means the Securities and Exchange Act of 1934, as amended.

Section 2.17 OTS Regulations means the regulations issued by the Office of Thrift Supervision and applicable to the Plan, the Bank or the Company.

Section 2.18 Person means an individual, a corporation, a bank, a savings bank, a savings and loan association, a financial institution, a partnership, an association, a joint-stock company, a trust, an estate, an unincorporated organization and any other business organization or institution.

Section 2.19 Plan means the Recognition and Retention Plan for Outside Directors, Officers and Employees of Dime Community Bancorp, Inc. as amended from time to time.

Section 2.20 Retirement means retirement at or after the normal or early retirement date set forth in any tax-qualified plan of the Bank.

Section 2.21 Share means a share of common stock of Dime Community Bancorp, Inc., par value $.01 per share.

Section 2.22 Trust means the legal relationship created by the Trust Agreement pursuant to which the Trustee holds the Trust Fund in trust. The Trust may be referred to as the "Recognition and Retention Plan Trust of Dime Community Bancorp, Inc."

Section 2.23 Trust Agreement means the agreement be-tween Dime Community Bancorp, Inc. and the Trustee therein named or its successor pursuant to which the Trust Fund shall be held in trust.

Section 2.24 Trust Fund means the corpus (consisting of contributions paid over to the Trustee, and investments there-of), and all earnings, appreciations or additions thereof and thereto, held by the Trustee under the Trust Agreement in accor-dance with the Plan, less any depreciation thereof and any pay-ments made therefrom pursuant to the Plan.

Section 2.25 Trustee means the Trustee of the Trust Fund from time to time in office. The Trustee shall serve as Trustee until it is removed or resigns from office and is replaced by a successor Trustee or Trustees appointed by Dime Community Bancorp, Inc.

ARTICLE III

SHARES AVAILABLE UNDER PLAN

Section 3.1 Shares Available Under Plan.

The maximum number of Shares under the Plan shall be 581,900. An aggregate maximum of 174,570 Shares may be granted to Eligible Directors, with a maximum of 29,095 granted to any one Eligible Director.

ARTICLE IV

ADMINISTRATION

Section 4.1 Committee.

The Plan shall be adminis-tered by the members of the Compensation Committee of Dime Community Bancorp, Inc. who are Disinterested Board Members. If the Com-mittee consists of fewer than two Disinter-ested Board Members, then the Board shall appoint to the Commit-tee such additional Disinterested Board Members as shall be nec-es-sary to provide for a Committee con-sisting of at least two Disinterested Board Members.

Section 4.2 Committee Action.

The Committee shall hold such meetings, and may make such administra-tive rules and regulations, as it may deem proper. A majority of the mem-bers of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meet-ing at which a quorum is present, as well as actions taken pursu-ant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be ac-tions of the Commit-tee. All actions of the Committee shall be final and conclusive and shall be binding upon the Company and all other inter-ested parties. Any Person dealing with the Committee shall be fully protected in relying upon any written notice, in-struc-tion, direction or other communication signed by the Secre-tary of the Committee and one member of the Committee, by two members of the Committee or by a representative of the Committee authorized to sign the same in its behalf.

Section 4.3 Committee Responsibilities.

Subject to the terms and conditions of the Plan and such limitations as may be imposed by the Board, the Committee shall be re-sponsible for the overall management and administra-tion of the Plan and shall have such authority as shall be neces-sary or ap-pro-priate in order to carry out its responsibilities, including, without limitation, the authority:

(a) to interpret and construe the Plan, and to deter-mine all questions that may arise under the Plan as to eligibility for Awards under the Plan, the amount of Shares, if any, to be granted pursuant to an Award, and the terms and conditions of such Award;

(b) to adopt rules and regulations and to pre-scribe forms for the operation and administration of the Plan; and

(c) to take any other action not inconsistent with the provisions of the Plan that it may deem neces-sary or appropriate.

ARTICLE V

THE TRUST FUND

Section 5.1 Contributions.

Dime Community Bancorp, Inc. shall contribute, or cause to be contributed, to the Trust, from time to time, such amounts of money or property as shall be deter-mined by the Board, in its discretion. No con-tribu-tions by Eligible Directors or Eligible Employees shall be per- mitted.

Section 5.2 The Trust Fund.

The Trust Fund shall be held and invested under the Trust Agreement with the Trustee. The provisions of the Trust Agreement shall include provisions conferring powers on the Trustee as to investment, control and disbursement of the Trust Fund, and such other provi-sions not inconsistent with the Plan as may be prescribed by or under the authority of the Board. No bond or security shall be required of any Trustee at any time in office.

Section 5.3 Investments.

The Trustee shall in-vest the Trust Fund in Shares and in such other investments as may be per-mitted under the Trust Agreement, including savings accounts, time or other interest bearing deposits in or other interest bearing obligations of the Company, in such proportions as shall be determined by the Com-mittee; provided, however, that in no event shall the Trust Fund be used to purchase more than 581,900 Shares. Notwithstanding the immediately preceding sen-tence, the Trustee may temporarily in-vest the Trust Fund in short-term obligations of, or guaranteed by, the U.S. Government or an agency thereof, or the Trustee may retain the Trust Fund unin-vested or may sell assets of the Trust Fund to provide amounts required for purposes of the Plan.

ARTICLE VI

AWARDS

Section 6.1 To Eligible Directors.

On the Effective Date, each Person who is then an Eligible Director shall be granted an Award of 15,870 Shares.

Section 6.2 To Eligible Employees.

Subject to sec-tion 6.8 and such limitations as the Board may from time to time impose, the number of Shares as to which an Eligible Employ-ee may be granted an Award shall be deter-mined by the Committee in its dis- cretion; provided however, that in no event shall the number of Shares allocated to an Eligible Employee in an Award exceed the number of Shares then held in the Trust and not allocated in connection with other Awards.

Section 6.3 Awards in General.

Any Award shall be evidenced by a written notice issued by the Com-mittee to the Eligible Director or Eligible Employee, which notice shall:

(a) specify the number of Shares covered by the Award;

(b) specify the Award Date;

(c) specify the dates on which such Shares shall be-come available for dis-tribution to the Eligible Director or Eligible Employee, in accor- dance with sec-tions 7.1 and 7.2; and

(d) contain such other terms and conditions not incon-sistent with the Plan as the Board may, in its discretion, prescribe.

Section 6.4 Share Allocations.

Upon the grant of an Award to an Eligible Director or Eligible Employee, the Committee shall no-tify the Trustee of the Award and of the number of Shares subject to the Award. Thereafter, until such time as the Shares subject to such Award become vested or are forfeited, the books and records of the Trustee shall reflect that such number of Shares are being held for the benefit of the Award recipient.

Section 6.5 Dividend Rights.

(a) Any cash dividends or distributions de-clared and paid with respect to Shares in the Trust Fund that are, as of the record date for such dividend, allocated to an Eligi-ble Director or Eligible Employee in connection with an Award shall be promptly paid to such Eligible Director or Eligible Employee. Any cash dividends declared and paid with respect to Shares that are not, as of the record date for such dividend, allocated to any Eligible Director or Eligible Employee in connection with any Award shall, at the direction of the Committee, be held in the Trust or used to pay the administrative expenses of the Plan, including any compensation due to the Trustee.

(b) Any dividends or distributions declared and paid with respect to Shares in property other than cash shall be held in the Trust Fund. If, as of the record date for such dividend or distribution, the Shares with respect to which it is paid are allocated to an Eligible Director or Eligible Employee in connection with an Award, the property so distributed shall be similarly allocated such Eligible Director or Eligible Employee in connection with such Award and shall be held for distribution or forfeiture in accordance with the terms and conditions of the Award.

Section 6.6 Voting Rights.

(a) Each Eligible Director or Eligible Employee to whom an Award has been made that is not fully vested shall have the right to direct the manner in which all voting rights appurtenant to the Shares related to such Award will be exercised while such Shares are held in the Trust Fund. Such a direction shall be given by completing and filing, with the inspec-tor of elections, the Trustee or such other person who shall be indepen-dent of the Company as the Committee shall designate in the direction, a written direction in the form and manner prescribed by the Com-mittee. If no such direction is given by an Eligible Director or Eligible Employee, then the voting rights appurtenant to the Shares allocated to him shall not be exercised.

(b) To the extent that the Trust Fund contains Shares that are not allocated in connection with an Award, all voting rights appurtenant to such Shares shall be exercised by the Trustee in such manner as the Committee shall direct to reflect the voting directions given by Eligible Director or Eligible Employees with respect to Shares allocated in connection with their Awards.

(c) The Committee shall furnish, or cause to be fur-nished, to each Eligible Director or Eligible Employee, all annual reports, proxy materials and other informa-tion furnished by Dime Community Bancorp, Inc., or by any proxy solici-tor, to the holders of Shares.

Section 6.7 Tender Offers.

(a) Each Eligible Director or Eligible Employee to whom an Award has been made that is not fully vested shall have the right to direct, with respect to the Shares related to such Award, the manner of response to any tender offer, exchange offer or other offer made to the holders of Shares. Such a direction shall be given by completing and filing, with the inspec-tor of elections, the Trustee or such other person who shall be indepen-dent of the Company as the Committee shall designate in the direction, a written direction in the form and manner prescribed by the Com-mittee. If no such direction is given by an Eligible Director or Eligible Employee, then the Shares shall not be tendered or exchanged.

(b) To the extent that the Trust Fund contains Shares that are not allocated in connection with an Award, all responses to tender, exchange and other offers appurtenant to such Shares shall be given by the Trustee in such manner as the Committee shall direct to reflect the responses given by Eligible Director or Eligible Employees with respect to Shares allocated in connection with their Awards.

(c) The Committee shall furnish, or cause to be fur-nished, to each Eligible Director or Eligible Employee, all informa-tion furnished by the offeror to the holders of Shares.

Section 6.8 Limitations on Awards.

(a) Notwithstanding anything in the Plan to the contrary:

(i) No Award shall be granted under the Plan prior to the earlier of the date on which the Plan is approved by shareholders pursuant to section 9.8 or June 27, 1997;

(ii) No Eligible Employee may be granted Awards covering in excess of 145,475 Shares;

(iii) each Award shall become vested and distributable as follows:

(A) prior to the February 1 following the first anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Award shall not be vested;

(B) on the February 1 following the first anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Award will be vested as to twenty percent (20%) of the Shares subject to the Award when granted;

(C) on the February 1 following the second anniversary of the date on which the Award is granted, the Award will be vested as to an additional twenty percent (20%) of the Shares subject to the Award when granted;

(D) on the February 1 following the third anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Award will be vested as to an additional twenty percent (20%) of the Shares subject to the Award when granted;

(E) on the February 1 following the fourth anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Award will be vested as to an additional twenty percent (20%) of the Shares subject to the Award when granted; and

(F) on the February 1 following the fifth anniversary of the date on which the Plan is approved by shareholders pursuant to section 9.8, the Award will be vested as to an additional twenty percent (20%) of the Shares subject to the Award when granted;

provided, however, that such an Award shall become fully vested on the date of the Award holder's death or Disability or Retirement or Change of Control; and provided, further, that the Committee may establish a different vesting schedule for any Awards.

(b) An Award by its terms shall not be trans-fer-able by the Eligible Director or Eligible Employee other than by will or by the laws of de- scent and distribution, and the Shares granted pursuant to such Award shall be distributable, during the lifetime of the Recipient, only to the Recipient.

ARTICLE VII

VESTING AND DISTRIBUTION OF SHARES

Section 7.1 Vesting of Shares Granted to Eligible Directors.

The Shares subject to each Award granted to Eligible Directors under the Plan shall become vested as follows: (i) twenty percent (20%) of such Shares shall become vested upon the February 1 following the first anniversary of the date the Plan is approved by shareholders pursuant to section 9.8; (ii) 20% of such Shares shall become vested upon the February 1 following the second anniversary of the date the Plan is approved by shareholders pursuant to section 8.8; (iii) 20% of such Shares shall become vested upon the February 1 following the third anniversary of the date the Plan is approved by shareholders pursuant to section 8.8; (iv) 20% of such Shares shall become vested upon the February 1 following the fourth anniversary of the date the Plan is approved by shareholders pursuant to section 8.8; and (v) 20% of such Shares shall become vested upon the February 1 following the fifth anniversary of the date the Plan is approved by shareholders pursuant to section 8.8; provided, however, that the Eligible Director has remained a director of the Employer during the entire period commencing with the date the Plan is approved by shareholders pursuant to section 8.8 and ending on the applicable anniversary of the date of shareholder approval; and provided, further, an Award shall become 100% vested upon the Award holder's death or disability or Retirement or the date of a Change in Control.

Section 7.2 Vesting of Shares Granted to Eligible Employees.

Subject to section 6.8 and the terms and conditions of the Plan, each Award to an Eligible Employee made under the Plan shall become vested at the times and upon the conditions specified by the Committee in the Award notice; provided, however, that an Award shall become fully vested on the date of the Award holder's death or disability or Retirement or the date of a Change in Control; and provided, further, that the Committee may establish a different vesting schedule for any Awards.

Section 7.3 Designation of Beneficiary.

An Eligible Director or Eligible Employee who has received an Award may designate a Beneficiary to receive any undistributed Shares that are, or become, available for distribution on, or after, the date of his death. Such des-ignation (and any change or revocation of such designation) shall be made in writing in the form and manner prescribed by the Com- mittee. In the event that the Beneficiary designated by an Eli-gible Director or Eligible Employee dies prior to the Eligible Director or Eligible Employee, or in the event that no Benefi-ciary has been designated, any undistributed Shares that are, or become, available for dis-tribution on, or after, the Eligible Director's or Eligible Employee's death shall be paid to the execu-tor or administrator of the Eligible Director's or Eligible Employee's estate, or if no such executor or administrator is appointed within such time as the Committee, in its sole discretion, shall deem reasonable, to such one or more of the spouse and descendants and blood rela-tives of such de-ceased person as the Committee may select.

Section 7.4 Manner of Distribution.

(a) As soon as practicable following the date any Shares granted pursuant to an Award be-come vested pursuant to sec-tions 7.1 and 7.2, the Committee shall take such actions as are necessary to cause the transfer of record ownership of the Shares that have become vested from the Trustee to the Award holder and shall cause the Trustee to distribute to the Award holder all property other than Shares then being held in connection with the Shares being distributed.
(b) The Company's obligation to deliver Shares with re-spect to an Award shall, if the Committee so requests, be condi-tioned upon the receipt of a representation as to the in-vestment intention of the Eligible Director or Eligible Employee or Beneficiary to whom such Shares are to be de- livered, in such form as the Committee shall deter-mine to be necessary or advisable to comply with the pro-vis-ions of applica-ble federal, state or local law. It may be pro-vided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminat-ing the necessity of such representation. The Company shall not be required to deliver any Shares under the Plan prior to (i) the admission of such Shares to listing on any stock ex-change on which Shares may then be listed, or (ii) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

Section 7.5 Taxes.

The Company, the Committee or the Trustee shall have the right to require any person entitled to receive Shares pursuant to an Award to pay the amount of any tax which is required to be withheld with respect to such Shares, or, in lieu thereof, to retain, or to sell without no-tice, a suffi-cient num-ber of Shares to cover the amount re-quired to be with- held.

ARTICLE VIII

AMENDMENT AND TERMINATION

Section 8.1 Termination.

The Board may suspend or terminate the Plan in whole or in part at any time by giving written notice of such sus-pension or termina-tion to the Commit-tee; provided, however, that the Plan may not be terminated while there are outstanding Awards that may thereafter become vested. Upon the termination of the Plan, the Trustee shall make distributions from the Trust Fund in such amounts and to such persons as the Committee may direct and shall return the remaining assets of the Trust Fund, if any, to Dime Community Bancorp, Inc.

Section 8.2 Amendment.

The Board may amend or revise the Plan in whole or in part at any time.

Section 8.3 Adjustments in the Event of a Business Reorganization.

(a) In the event of any merger, consolidation, or other business reorganization (including but not limited to a Change of Control) in which Dime Community Bancorp, Inc. is the sur-viving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of Shares held by each person who is then a holder of record of Shares, the number of Shares held in the Trust Fund, including Shares covered by Awards, shall be ad-justed to ac-count for such event. Such ad-justment shall be effected by mul-ti-plying such number of Shares by an amount equal to the num-ber of Shares that would be owned after such event by a person who, immediately prior to such event, was the holder of record of one Share; pro-vided, however, that the Committee may, in its discre-tion, estab-lish another ap-pro-priate method of adjustment.

(b) In the event of any merger, consolidation, or other business reorganization (including but not limited to a Change of Control) in which Dime Community Bancorp, Inc. is not the sur-viving entity, the Trustee shall hold in the Trust Fund any money, stock, securities or other property received by holders of record of Shares in connection with such merger, consolidation, or other business reorganization. Any Award with respect to which Shares had been allocated to an Eligible Director or Eligible Employee shall be adjusted by allocating to the Eligible Director or Eligible Employee receiving such Award the amount of money, stock, securities or other property received by the Trustee for the Shares allocated to such Eligible Director or Eligible Employee.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Status as an Employee Benefit Plan.

This Plan is not intended to satisfy the requirements for qualifi-ca-tion under sec-tion 401(a) of the Code or to satisfy the defini-tional re- quire-ments for an "employee benefit plan" under section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. It is intended to be a non-qualified incentive compen-sation program that is exempt from the regulatory requirements of the Employee Retirement Income Security Act of 1974, as amended. The Plan shall be construed and administered so as to effectuate this intent.

Section 9.2 No Right to Continued Employment.

Nei-ther the establishment of the Plan nor any provisions of the Plan nor any action of the Board or the Committee with respect to the Plan shall be held or construed to confer upon any Eligible Director or El-igible Employee any right to a continuation of employment by the Company. The Employers reserve the right to dismiss any Eligible Director or Eligible Employee or otherwise deal with any Eligible Di-rect-or or Eligible Employee to the same extent as though the Plan had not been adopt-ed.

Section 9.3 Construction of Language.

Whenever ap-propriate in the Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to an Arti-cle or section number shall refer to an Article or section of this Plan unless otherwise indicated.

Section 9.4 Governing Law.

The Plan shall be con-strued and enforced in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal laws of the United States of America. The Plan shall be construed to comply with applicable OTS Regulations.

Section 9.5 Headings.

The headings of Articles and sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Plan, the text shall control.

Section 9.6 Non-Alienation of Benefits.

The right to receive a benefit under the Plan shall not be subject in any man-ner to anticipation, alienation or assign-ment, nor shall such right be liable for or subject to debts, contracts, liabilities, engage-ments or torts, except to the extent provided in a qualified domestic relations order as defined in section 414(p) of the Code.

Section 9.7 Notices.

Any communication required or permit-ted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is personally delivered or 5 days after mailing if mailed, postage prepaid, by registered or cer-tified mail, return receipt requested, addressed to such party at the ad-dress listed below, or at such other address as one such party may by written notice specify to the other:

(a) If to the Stock Compensation Committee:

Dime Community Bancorp, Inc.
c/o The Dime Savings Bank of Williamsburgh 209 Havemeyer Street
Brooklyn, New York 11211

Attention: Corporate Secretary

(b) If to an Eligible Director or Eligible Employee, to the Eligible Director's or El-igible Employee's address as shown in the Employer's re- cords.

Section 9.8 Approval of Shareholders.

The Plan shall not be effective or implemented prior to the one year anniversary of the conversion of Dime Community Bancorp, Inc. to stock form unless approved by the holders of a majority of the total votes eligible to be cast at any duly called annual or special meeting of the Company, in which case the Plan shall be effective as of the later of (a) December 26, 1996 or (b) the date of such approval. If not effective prior to such one year anniversary, the Plan shall be effective on such later date as is specified by the Board.

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   NAME OF OPTIONEE                                SOCIAL SECURITY NUMBER


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     CITY                      STATE               ZIP CODE

This Non-Qualified Stock Option Agreement is intended to set forth the terms and conditions on which a Non-Qualified Stock Option has been granted under the Dime Community Bancorp, Inc. 1996 Stock Option Plan for Outside Directors, Officers and Employees. Set forth below are the specific terms and conditions applicable to this Non-Qualified Stock Option. Attached as Exhibit A are its general terms and conditions.

   Option Grant                  (A)               (B)               (C)               (D)              (E)
              Grant Date:
Class of Optioned Shares*      Common            Common            Common            Common           Common
  No. of Optioned Shares*
Exercise Price Per Share*
      VESTING
  Earliest Exercise Date*
  Option Expiration Date*

*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND CONDITIONS.

By signing where indicated below, Dime Community Bancorp, Inc. (the "Company") grants this Non-Qualified Stock Option upon the specified terms and conditions, and the Optionee acknowledges receipt of this Non-Qualified Stock Option Agreement, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein.

By        ----------------------------------        -----------------------
                 NAME: VINCENT F. PALAGIANO
                TITLE: CHAIRMAN OF THE BOARD AND
                       CHIEF EXECUTIVE OFFICER

INSTRUCTIONS: This page should be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. An option grant consists of a number of optioned shares with uniform terms and condition. Where options are granted on the same date with varying terms and conditions (for example, varying exercise prices or earliest exercise dates), the options should be recorded as a series of grants each with its own uniform terms and conditions.

EXHIBIT A

DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES
NON-QUALIFIED STOCK OPTION AGREEMENT FOR OUTSIDE DIRECTORS

GENERAL TERMS AND CONDITIONS

SECTION 1. NON-QUALIFIED STOCK OPTION. The Company intends the Option evidenced hereby not to be an "incentive stock option" within the meaning of section 422 of the Internal Revenue Code of 1986.

SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the Optionee shall have the right to purchase all or any portion of the optioned Common Stock at any time during the period ("Option Period") commencing on the Earliest Exercise Date and ending on the earliest to occur of the following dates:

(i) removal for cause in accordance with the Company's bylaws; or

(ii) the last day of the ten-year period commencing on the date on which the Option was granted.

(b) Upon the termination of the Optionee's Service with the Company, any Option granted hereunder whose Earliest Exercise Date has not occurred is deemed forfeited. For this purpose, an Optionee's Service shall be deemed to continue for so long as the Optionee is serving as an officer, employee, outside director, advisory director, emeritus director or consultant to the Company or is subject to and is observing the terms of a written agreement restricting his ability to compete or imposing other restrictive covenants.

SECTION 3. EXERCISE PRICE. During the Option Period, and after the applicable Earliest Exercise Date, the Optionee shall have the right to purchase all or any portion of the Optioned Common Stock at the Exercise Price per Share.

SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time during the Option Period provided by section 2, exercise his right to purchase all or any part of the optioned Common Stock then available for purchase; PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock which may be purchased shall be one hundred (100) or, if less, the total number of shares of optioned Common Stock then available for purchase. The Optionee shall exercise such right by:

(a) giving written notice to the Committee, in the form attached hereto as Appendix A; and

(b) delivering to the Committee full payment of the Exercise Price for the Optioned Shares to be purchased.

The date of exercise shall be the earliest date practicable following the date the requirements of this section 4 have been satisfied, but in no event more than three (3) days after such date. Payment shall be made (i) in United States dollars by certified check, money order or bank draft made payable to the order of Dime Community Bancorp, Inc., (ii) in Shares duly endorsed for transfer and with all necessary stock transfer tax stamps attached, already owned by the Optionee and having a fair market value equal to the Exercise Price, such fair market value to be determined in such manner as may be provided by the Committee or as may be required in order to comply with or conform to the requirements of any applicable laws or regulations, or (iii) in a combination of (i) and (ii).

SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As soon as is practicable following the date on which the Optionee has satisfied the requirements of section 4, the Committee shall take such action as is necessary to cause the Company to issue a stock certificate evidencing the Optionee's ownership of the optioned Common Stock that has been purchased. The Optionee shall have no right to vote or to receive dividends, nor have any other rights with respect to optioned Common Stock, prior to the date as of which such optioned Common Stock is transferred to the Optionee on the stock transfer records of the Company, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected. The obligation of the Company to deliver Common Stock under this Agreement shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the person to whom such Common Stock is to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Common Stock or upon the occurrence of any other event eliminating the necessity of such representation. The Company shall not be required to deliver any Common Stock under this Agreement prior to (a) the admission of such Common Stock to listing on any stock exchange on which Common Stock may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulations as the Committee shall determine to be necessary or advisable.

SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of shares of Common Stock held by each person who is then a shareholder of record, the number of shares of Common Stock subject to the option granted hereunder and the Exercise Price per share of such option shall be adjusted in accordance with section 5.3 of the Plan to account for such event. In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity, the option granted hereunder shall be canceled or adjusted in accordance with the Plan. In the event that the Company shall declare and pay any dividend with respect to Shares (other than a dividend payable in Shares or a regular quarterly cash dividend), including a dividend which results in a nontaxable return of capital to the holders of Shares for federal income tax purposes, or otherwise than by dividend makes distribution of property to the holders of its Shares, at the election of the Committee, the Company (i) shall make an equivalent payment to each Person holding an outstanding Option as of the record date for such dividend in accordance with section 5.3 of the Plan and (ii) the Committee, in its discretion applied uniformly to all outstanding Options, may adjust the Exercise Price per Share of outstanding Options in such a manner as the Committee may determine to be necessary to reflect the effect of the dividend or other distribution on the Fair Market Value of a Share.

SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this Agreement nor any action of the Board or Committee with respect to this Agreement shall be held or construed to confer upon the Optionee any right to a continuation of service by the Company. The Optionee may be dismissed or otherwise dealt with as though this Agreement had not been entered into.

SECTION 8. TAXES. Where any person is entitled to receive shares pursuant to the exercise of the Option granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares to cover the amount required to be withheld.

SECTION 9. NOTICES. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:

(a) If to the Committee:

Dime Community Bancorp, Inc.

Attention: COMPENSATION COMMITTEE

(b) If to the Optionee, to the Optionee's address as shown in the Company's personnel records.

SECTION 10. RESTRICTIONS ON TRANSFER. The option granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such option be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Optionee other than by will or by the laws of descent and distribution or as otherwise permitted by the Plan.

SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Optionee and their respective heirs, successors and assigns.

SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in the Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

SECTION 13. GOVERNING LAW. This Agreement shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal law.

SECTION 14. AMENDMENT. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Optionee.

SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Agreement, the Optionee acknowledges receipt of a copy of the Plan.

SECTION 16. CHANGE IN CONTROL. This Option is granted with a related Limited Appreciation Right that is exercisable only in the event of a change in control. A "change in control" shall be as defined in the Plan.

APPENDIX A TO STOCK OPTION AGREEMENT

DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN

FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES

NOTICE OF EXERCISE OF STOCK OPTION

USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES ("PLAN") THAT YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF DIME COMMUNITY BANCORP,INC. ("DIME") PURSUANT TO AN OPTION ("OPTION") GRANTED UNDER THE PLAN. IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS GRANTED("OPTION RECIPIENT"),YOU MUST ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION AGREEMENT ENTERED INTO BETWEEN DIME AND THE OPTION RECIPIENT ("AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO: DIME COMMUNITY BANCORP, INC., C/O THE DIME SAVINGS BANK OF WILLIAMSBURGH, 209 HAVEMEYER STREET, BROOKLYN, NEW YORK 11211, ATTENTION: CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE THIS NOTICE IS RECEIVED BY DIME, BUT IN NO EVENT MORE THAN THREE DAYS AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM UNDER THE PLAN. THIS NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND THE AGREEMENT.

OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION AGREEMENT.

NAME OF OPTIONEE: ____________________________________________________________

OPTION GRANT DATE:_____________, _____ EXERCISE PRICE PER SHARE: $_______.____
(MONTH AND DAY) (YEAR)

EXERCISE PRICE:COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF PAYMENT.

Total Exercise Price ______________ x $________.______ = $_____________________ (No. of Shares) (Exercise Price) Total Exercise Price

METHOD OF PAYMENT

___ I enclose a certified check, money order, or bank draft payable to the order of Dime Community Bancorp, Inc. in the amount of $__________

___ I enclose Shares duly endorsed for transfer to Dime with all stamps attached and having a fair market value of $__________________

   NAME AND ADDRESS                 SOCIAL SECURITY NO.         NO. OF SHARES
__________________________________  ______-____-_______     ___________________
__________________________________

__________________________________  ______-____-_______     ___________________
__________________________________

WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK
OPTIONS ONLY.

BENEFICIARIES AND OUTSIDE DIRECTORS SHOULD NOT COMPLETE.

I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to the Shares to be issued to me pursuant to this Notice, but that I may request Dime to retain or sell a sufficient number of such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in the following manner [check one]:

__ With a certified or bank check that I will deliver to the Administrator on the day after the Effective Date of my Option exercise.

__ With the proceeds from a sale of Shares that would otherwise be distributed to me.

__ Retain shares that would otherwise be distributed to me.

I understand that the withholding elections I have made on this form are not binding on the Committee, and that the Committee will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the Effective Date. I further understand that the Committee may request additional information or assurances regarding the manner and time at which I will report the income attributable to the distribution to be made to me.

I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal amount of such taxes in cash in order to avoid the sale of more Shares than are necessary.

COMPLIANCE WITH TAX AND SECURITIES LAWS

I understand that I must rely on, and consult with, my own tax and S H legal counsel (and not Dime Community Bancorp, Inc.) regarding the I E application of all laws -- particularly tax and securities laws -- to G R the transactions to be effected pursuant to my Option and this Notice. N E I understand that I will be responsible for paying any federal, state and local taxes that may become due upon the sale (including a sale pursuant to a "cashless exercise") or other disposition of Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be reportable.

                ---------------------            ----------------
                  Signature                        Date

        -----------------------------------------------------------------_
                                     Address


                                  INTERNAL USE ONLY
Corporate Secretary
Received [CHECK ONE]:          ___  By Hand       ___  By Mail Post Marked

                                                        -----------------
                                                        DATE OF POST MARK

 By       -------------------------------               -----------------
          AUTHORIZED SIGNATURE                           DATE OF RECEIPT

                 NAME                                 ADDRESS                   RELATIONSHIP        BIRTHDATE          SHARE
______________________________________  ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________                                       Total= 100%

B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Options:

                 NAME                             ADDRESS                          RELATIONSHIP        BIRTHDATE          SHARE
______________________________________  ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________                                     Total    =  100%

S H I understand that this Beneficiary Designation shall be effective only I E if properly completed and received by the Corporate Secretary of Dime G R Community Bancorp, Inc. prior to my death, and that it is subject to N E all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Options.

INTERNAL USE ONLY

This Beneficiary Designation was received by the Corporate Comments Secretary of Dime Community Bancorp, Inc. on the date Indicated.

By ---------------------------- ------------ ____________
AUTHORIZED SIGNATURE DATE

                                                        -     -
------------------------                            ---- ----- --------
   NAME OF OPTIONEE                                SOCIAL SECURITY NUMBER


--------------------------------------------------------------------------
                                  STREET ADDRESS


 -----------------------       -------------       ------------
     CITY                      STATE               ZIP CODE

This INCENTIVEStock Option Agreement is intended to set forth the terms and conditions on which a Non-Qualified Stock Option has been granted under the Dime Community Bancorp, Inc. 1996 Stock Option Plan for Outside Directors, Officers and Employees. Set forth below are the specific terms and conditions applicable to this Non-Qualified Stock Option. Attached as Exhibit A are its general terms and conditions.

   Option Grant                  (A)               (B)               (C)               (D)              (E)
              Grant Date:      12/26/96          12/26/96          12/26/96          12/26/96         12/26/96
Class of Optioned Shares*      Common            Common            Common            Common           Common
  No. of Optioned Shares*
Exercise Price Per Share*        $14.50            $14.50           $14.50            $14.50           $14.50
Option Type (ISO or NQSO)         ISO               ISO               ISO                ISO             ISO
      VESTING
  Earliest Exercise Date*      12/26/97           12/26/97          12/26/97          12/26/97         12/26/97
  Option Expiration Date*      12/25/2006         12/25/2006        12/25/2006        12/25/2006       12/25/2006

*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND CONDITIONS.

By signing where indicated below, Dime Community Bancorp, Inc. (the "Company") grants this Incentive Stock Option upon the specified terms and conditions, and the Optionee acknowledges receipt of this Incentive Stock Option Agreement, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein.

By        ----------------------------------        -----------------------
                 NAME: VINCENT F. PALAGIANO
                TITLE: CHAIRMAN OF THE BOARD AND
                       CHIEF EXECUTIVE OFFICER

INSTRUCTIONS: This page should be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. An option grant consists of a number of optioned shares with uniform terms and condition. Where options are granted on the same date with varying terms and conditions (for example, varying exercise prices or earliest exercise dates), the options should be recorded as a series of grants each with its own uniform terms and conditions.

EXHIBIT A

DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS,
OFFICERS AND EMPLOYEES
STOCK OPTION AGREEMENT

GENERAL TERMS AND CONDITIONS

SECTION 1. INCENTIVE STOCK OPTION. If the Option is designated as an ISO, the Company intends the Option evidenced hereby to be an "incentive stock option" within themeaning of section 422 of the Internal Revenue Code of 1986 ("Code").If the Option does not qualify as an "incentive stock option" under the Plan or the Code, the Option or the part not qualifying shall be treated as a Non-Qualified Stock Option under the Code.

SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the Optionee shall have the right to purchase all or any portion of the optioned Common Stock at any time during the period ("Option Period") commencing on the Earliest Exercise Date and ending on the earliest to occur of the following dates:
(i) the close of business on the last day of the 3-month period commencing on the date of the termionation of all employment with the Company and the Dime Savings Bank of Williamsburgh; provided, however, that if such termination is on account of death, Disability or Retirement, such date shall be the last day of the 1-year period commencing on such termination;

(ii) the date of termination for Cause; or

(iii) the last day of the ten-year period commencing on the date on which the Option was granted.

(c) Upon the termination of the Optionee's Service with the Company, any Option granted hereunder whose Earliest Exercise Date has not occurred is deemed forfeited. To the extent authorized pursuant to a Plan provision that is approved by the Company's shareholders after June 26, 1997, in the event of the Optionee's retirement (as defined by the Plan) or a change of control (as defined by the Plan), the date of such retirement or change of control shall be the Earliest Exercise Date of any Options that are not already exercisable.

SECTION 3. EXERCISE PRICE. During the Option Period, and after the applicable Earliest Exercise Date, the Optionee shall have the right to purchase all or any portion of the Optioned Common Stock at the Exercise Price per Share.

SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time during the Option Period provided by section 2, exercise his right to purchase all or any part of the optioned Common Stock then available for purchase; PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock which may be purchased shall be one hundred (100) or, if less, the total number of shares of optioned Common Stock then available for purchase. The Optionee shall exercise such right by:

(a) giving written notice to the Committee, in the form attached hereto as Appendix A; and

(b) delivering to the Committee full payment of the Exercise Price for the Optioned Shares to be purchased.

The date of exercise shall be the earliest date practicable following the date the requirements of this section 4 have been satisfied, but in no event more than three (3) days after such date. Payment shall be made (i) in United States dollars by certified check, money order or bank draft made payable to the order of Dime Community Bancorp, Inc., (ii) in Shares duly endorsed for transfer and with all necessary stock transfer tax stamps attached, already owned by the Optionee and having a fair market value equal to the Exercise Price, such fair market value to be determined in such manner as may be provided by the Committee or as may be required in order to comply with or conform to the requirements of any applicable laws or regulations, or (iii) in a combination of (i) and (ii).

SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As soon as is practicable following the date on which the Optionee has satisfied the requirements of section 4, the Committee shall take such action as is necessary to cause the Company to issue a stock certificate evidencing the Optionee's ownership of the optioned Common Stock that has been purchased. The Optionee shall have no right to vote or to receive dividends, nor have any other rights with respect to optioned Common Stock, prior to the date as of which such optioned Common Stock is transferred to the Optionee on the stock transfer records of the Company, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is effected. The obligation of the Company to deliver Common Stock under this Agreement shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the person to whom such Common Stock is to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Common Stock or upon the occurrence of any other event eliminating the necessity of such representation. The Company shall not be required to deliver any Common Stock under this Agreement prior to (a) the admission of such Common Stock to listing on any stock exchange on which Common Stock may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulations as the Committee shall determine to be necessary or advisable.

SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the event of any merger, consolidation, or other business reorganization in which the Company is the surviving entity, and in the event of any stock split, stock dividend or other event generally affecting the number of shares of Common Stock held by each person who is then a shareholder of record, the number of shares of Common Stock subject to the option granted hereunder and the Exercise Price per share of such option shall be adjusted in accordance with section 5.3 of the Plan to account for such event. In the event of any merger, consolidation, or other business reorganization in which the Company is not the surviving entity, the option granted hereunder shall be canceled or adjusted in accordance with the Plan. In the event that the Company shall declare and pay any dividend with respect to Shares (other than a dividend payable in Shares or a regular quarterly cash dividend), including a dividend which results in a nontaxable return of capital to the holders of Shares for federal income tax purposes, or otherwise than by dividend makes distribution of property to the holders of its Shares, at the election of the Committee, the Company shall either (i) make an equivalent payment to each Person holding an outstanding Option as ofthe record date for such dividend in accordance with section 8.3 of the Plan or (ii) adjust the Exercise Price per Share of outstanding Options in sucha manner as the Committee may determine to be necessary to reflect the effect of the dividend or other distribution, or (iii) take any other action described in section 8.3 of the Plan. Actions taken under section 8.3(c) of the Plan are subject to the approval of the Office of Thrift Supervision unless section 8.3(c) is approved by the stockholders of the Company after June 26, 1997.

SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this Agreement nor any action of the Board or Committee with respect to this Agreement shall be held or construed to confer upon the Optionee any right to a continuation of service by the Company. The Optionee may be dismissed or otherwise dealt with as though this Agreement had not been entered into.

SECTION 8. TAXES. Where any person is entitled to receive shares pursuant to the exercise of the Option granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares to cover the amount required to be withheld.

SECTION 9. NOTICES. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:

(a) If to the Committee:

Dime Community Bancorp, Inc.

Attention: COMPENSATION COMMITTEE

(b) If to the Optionee, to the Optionee's address as shown in the Company's personnel records.

SECTION 10. RESTRICTIONS ON TRANSFER. The option granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such option be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Optionee other than by will or by the laws of descent and distribution or as otherwise permitted by the Plan. To name a beneficiary who may exercise your Options following your death, complete the attached Appendix B and file it with the Corporate Secretary of Dime Community Bancorp, Inc.

SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and shall be binding upon the Company and the Optionee and their respective heirs, successors and assigns.

SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in the Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

SECTION 13. GOVERNING LAW. This Agreement shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal law.

SECTION 14. AMENDMENT. This Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Optionee.

SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Agreement, the Optionee acknowledges receipt of a copy of the Plan.

SECTION 16. CHANGE IN CONTROL. This Option is granted with a related Limited Appreciation Right that is exercisable only in the event of a change in control. A "change in control" shall be as defined in the Plan.

APPENDIX A TO STOCK OPTION AGREEMENT

DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN

FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES

NOTICE OF EXERCISE OF STOCK OPTION

USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE DIME COMMUNITY BANCORP, INC. 1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES ("PLAN") THAT YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF DIME COMMUNITY BANCORP,INC. ("DIME") PURSUANT TO AN OPTION ("OPTION") GRANTED UNDER THE PLAN. IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS GRANTED("OPTION RECIPIENT"),YOU MUST ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION AGREEMENT ENTERED INTO BETWEEN DIME AND THE OPTION RECIPIENT ("AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO: DIME COMMUNITY BANCORP, INC., C/O THE DIME SAVINGS BANK OF WILLIAMSBURGH, 209 HAVEMEYER STREET, BROOKLYN, NEW YORK 11211, ATTENTION: CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE THIS NOTICE IS RECEIVED BY DIME, BUT IN NO EVENT MORE THAN THREE DAYS AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM UNDER THE PLAN. THIS NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND THE AGREEMENT.

OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION AGREEMENT.

NAME OF OPTIONEE: ____________________________________________________________

OPTION GRANT DATE:_____________, _____ EXERCISE PRICE PER SHARE: $_______.____
(MONTH AND DAY) (YEAR)

EXERCISE PRICE:COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF PAYMENT.

Total Exercise Price ______________ x $________.______ = $_____________________ (No. of Shares) (Exercise Price) Total Exercise Price

METHOD OF PAYMENT

___ I enclose a certified check, money order, or bank draft payable to the order of Dime Community Bancorp, Inc. in the amount of $__________

___ I enclose Shares duly endorsed for transfer to Dime with all stamps attached and having a fair market value of $__________________

   NAME AND ADDRESS                 SOCIAL SECURITY NO.         NO. OF SHARES
__________________________________  ______-____-_______     ___________________
__________________________________

__________________________________  ______-____-_______     ___________________
__________________________________

WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK
OPTIONS ONLY.

BENEFICIARIES AND OUTSIDE DIRECTORS SHOULD NOT COMPLETE.

I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to the Shares to be issued to me pursuant to this Notice, but that I may request Dime to retain or sell a sufficient number of such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in the following manner [check one]:

__ With a certified or bank check that I will deliver to the Administrator on the day after the Effective Date of my Option exercise.

__ With the proceeds from a sale of Shares that would otherwise be distributed to me.

__ Retain shares that would otherwise be distributed to me.

I understand that the withholding elections I have made on this form are not binding on the Committee, and that the Committee will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the Effective Date. I further understand that the Committee may request additional information or assurances regarding the manner and time at which I will report the income attributable to the distribution to be made to me.

I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal amount of such taxes in cash in order to avoid the sale of more Shares than are necessary.

COMPLIANCE WITH TAX AND SECURITIES LAWS

I understand that I must rely on, and consult with, my own tax and S H legal counsel (and not Dime Community Bancorp, Inc.) regarding the I E application of all laws -- particularly tax and securities laws -- to G R the transactions to be effected pursuant to my Option and this Notice. N E I understand that I will be responsible for paying any federal, state and local taxes that may become due upon the sale (including a sale pursuant to a "cashless exercise") or other disposition of Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be reportable.

                ---------------------            ----------------
                  Signature                        Date

        -----------------------------------------------------------------_
                                     Address


                                  INTERNAL USE ONLY
Corporate Secretary
Received [CHECK ONE]:          ___  By Hand       ___  By Mail Post Marked

                                                        -----------------
                                                        DATE OF POST MARK

 By       -------------------------------               -----------------
          AUTHORIZED SIGNATURE                           DATE OF RECEIPT

                 NAME                                 ADDRESS                   RELATIONSHIP        BIRTHDATE          SHARE
______________________________________  ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________                                       Total= 100%

B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Options:

                 NAME                             ADDRESS                          RELATIONSHIP        BIRTHDATE          SHARE
______________________________________  ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________                                     Total    =  100%

S H I understand that this Beneficiary Designation shall be effective only I E if properly completed and received by the Corporate Secretary of Dime G R Community Bancorp, Inc. prior to my death, and that it is subject to N E all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Options.

INTERNAL USE ONLY

This Beneficiary Designation was received by the Corporate Comments Secretary of Dime Community Bancorp, Inc. on the date Indicated.

By ---------------------------- ------------ ____________
AUTHORIZED SIGNATURE DATE

Restricted Stock Award             (A)               (B)               (C)               (D)              (E)
             Effective Date     12/26/96          12/26/96          12/26/96          12/26/96         12/26/96
           Class of Shares*      Common            Common            Common            Common           Common
     No. of Awarded Shares*       3,174             3,174             3,174             3,174            3,174
              Vesting Date*      2/1/98            2/1/99           2/1/2000          2/1/2001         2/1/2002

*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND CONDITIONS.

By signing where indicated below, Dime Community Bancorp, Inc. (the "Company") grants this Restricted Stock Award upon the specified terms and conditions, and the Optionee acknowledges receipt of this Restricted Stock Award Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein.

By -----------------------------------------    --------------------
NAME: VINCENT F. PALAGIANO
TITLE: CHIEF EXECUTIVE OFFICER AND CHAIRMAN
OF THE BOARD OF DIRECTORS

INSTRUCTIONS: This page should be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. A Restricted Stock Award consists of a number of Awarded Shares with uniform terms and conditions. Where Awarded Shares are awarded on the same date with varying terms and conditions (for example, varying vesting dates), the awards should be recorded as a series of grants each with its own uniform terms and conditions.

EXHIBIT A
RECOGNITION AND RETENTION PLAN
FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES OF DIME COMMUNITY BANCORP, INC.
RESTRICTED STOCK AWARD

GENERAL TERMS AND CONDITIONS

Section 1. OWNERSHIP OF SHARES. The shares of Common Stock, par value $.01 per share, of Dime Community Bancorp, Inc. ("Shares") covered by this Award ("Awarded Shares") are held in trust by Marine Midland Bank, N.A., the Trustee of the Plan, for your benefit until such time as they are distributed to you or, if earlier, until you forfeit your rights to the Awarded Shares.

Section 2. VESTING. In general the Awarded Shares shall become vested and available for distribution to you at the dates set forth in the Restricted Stock Award Notice. In the event that your service with the Company terminates on account of your death or Disability, then any Awarded Shares not therefore forfeited shall become immediately vested. In addition, to the extent authorized pursuant to a Plan provision that is approved by the Company's shareholders after June 26, 1997, in the event your service terminates due to retirement (as defined in the Plan) or in the event a change of control (as defined in the Plan) occurs, then any Awarded Shares not theretofore forfeited shall become immediately vested.

Section 3. FORFEITURES. In the event that your service with the Company terminates before all of the Awarded Shares become vested, any Awarded Shares that have not yet become vested pursuant to section 2 of this Award Notice shall be forfeited. Following such a forfeiture, you will have no rights whatsoever with respect to the Awarded Shares forfeited.

Section 4. DIVIDENDS. Any cash or stock dividends declared and paid with respect to Awarded Shares not forfeited shall be allocated to you, and such dividends (and any earnings attributable to them) shall be held in the Trust Fund subject to such restrictions and shall become vested under the same terms and conditions as the Awarded Shares to which they pertain.

Section 5. VOTING RIGHTS. You shall have the exclusive right to direct the manner in which all voting rights appurtenant to Awarded Shares not forfeited will be exercised while such Awarded Shares are held in the Trust Fund. Such a direction shall be given by completing and filing a written direction, in the form and manner prescribed by the Committee, with such person as the Committee shall designate, prior to the date of the meeting of holders of Shares at which such voting rights will be exercised.

Section 6. DISTRIBUTION UPON VESTING. As soon as practicable following the date any Awarded Shares become vested pursuant to the Award Notice, the Company will issue to you, or your Beneficiary entitled to such Awarded Shares, a stock certificate evidencing ownership of the Shares. Any additional Shares attributable to stock dividends paid with respect to the Awarded Shares then being distributed pursuant to this section 6 shall also be distributed and shall be evidenced by such stock certificate. At the same time, you will receive a cash distribution of any related cash dividends and earnings thereon.

Section 7. REGISTRATION OF SHARES. The Company's obligation to deliver Shares pursuant to this Award Notice shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of you or your Beneficiary to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Company shall not be required to deliver any Shares under the Plan prior to (a) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

Section 8. NO RIGHT TO CONTINUED SERVICE. Nothing in this Award Notice nor any action of the Board or the Committee with respect to this Award Notice shall be held or construed to confer upon you any right to a continuation of service with the Company or any of its affiliates which retain you. You may be dismissed or otherwise dealt with to the same extent as though this Award had not been made.

Section 9. TAXES. The Company, the Committee or the Trustee shall have the right to require you to pay the amount of any tax which is required to be withheld with respect to the Awarded Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Awarded Shares to cover the amount required to be withheld.

Section 10. NOTICES. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is personally delivered or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such 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 Community Bancorp, Inc. c/o The Dime Savings Bank of Williamsburgh 209 Havemeyer Street
Brooklyn, New York 11211

Attention: CORPORATE SECRETARY

(b) If to you, to your address as shown in the Company's personnel records.

Section 11. NO ASSIGNMENT. The Awarded Shares shall not be transferable by you other than by will or by the laws of descent and distribution, and the Awarded Shares shall be distributable only to you during your lifetime. To name a Beneficiary who may receive distribution of shares of Common Stock available for distribution after your death, complete the attached Appendix A and file it with the Corporate Secretary of Dime Community Bancorp, Inc.

Section 12. SUCCESSORS AND ASSIGNS. This Award Notice shall inure to the benefit of and shall be binding upon you and the Company and your respective heirs, successors and assigns.

Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in this Award Notice, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Award Notice, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

Section 14. GOVERNING LAW. This Award Notice shall be construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal laws of the United States of America.

Section 15. AMENDMENT. This Award Notice may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between you and the Company.

Section 16. PLAN PROVISIONS CONTROL. This Award Notice, and the rights and obligations created hereunder, shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Award Notice, you acknowledge receipt of a copy of the Plan.

                 NAME                                 ADDRESS                   RELATIONSHIP        BIRTHDATE          SHARE
______________________________________  ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________                                       Total= 100%

B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Options:

                 NAME                             ADDRESS                          RELATIONSHIP        BIRTHDATE          SHARE
______________________________________  ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________                                     Total    =  100%

S H I understand that this Beneficiary Designation shall be effective only I E if properly completed and received by the Corporate Secretary of Dime G R Community Bancorp, Inc. prior to my death, and that it is subject to N E all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Options.

INTERNAL USE ONLY

This Beneficiary Designation was received by the Corporate Comments Secretary of Dime Community Bancorp, Inc. on the date Indicated.

By ---------------------------- ------------ ____________
AUTHORIZED SIGNATURE DATE

Restricted Stock Award             (A)               (B)               (C)               (D)              (E)
             Effective Date     12/26/96          12/26/96          12/26/96          12/26/96         12/26/96
           Class of Shares*      Common            Common            Common            Common           Common
     No. of Awarded Shares*
              Vesting Date*      2/1/98            2/1/99           2/1/2000          2/1/2001         2/1/2002

*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND CONDITIONS.

By signing where indicated below, Dime Community Bancorp, Inc. (the "Company") grants this Restricted Stock Award upon the specified terms and conditions, and the Optionee acknowledges receipt of this Restricted Stock Award Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein.

DIME COMMUNITY BANCORP, INC. AWARD RECIPIENT

By ----------------------------------------- -------------------- NAME: VINCENT F. PALAGIANO
TITLE: CHIEF EXECUTIVE OFFICER AND CHAIRMAN
OF THE BOARD OF DIRECTORS

INSTRUCTIONS: This page should be completed by or on behalf of the Compensation Committee. Any blank space intentionally left blank should be crossed out. A Restricted Stock Award consists of a number of Awarded Shares with uniform terms and conditions. Where Awarded Shares are awarded on the same date with varying terms and conditions (for example, varying vesting dates), the awards should be recorded as a series of grants each with its own uniform terms and conditions.

EXHIBIT A
RECOGNITION AND RETENTION PLAN
FOR OUTSIDE DIRECTORS, OFFICERS AND EMPLOYEES OF DIME COMMUNITY BANCORP, INC.
RESTRICTED STOCK AWARD

GENERAL TERMS AND CONDITIONS

Section 1. OWNERSHIP OF SHARES. The shares of Common Stock, par value $.01 per share, of Dime Community Bancorp, Inc. ("Shares") covered by this Award ("Awarded Shares") are held in trust by Marine Midland Bank, N.A., the Trustee of the Plan, for your benefit until such time as they are distributed to you or, if earlier, until you forfeit your rights to the Awarded Shares.

Section 2. VESTING. In general the Awarded Shares shall become vested and available for distribution to you at the dates set forth in the Restricted Stock Award Notice. In the event that your service with the Company terminates on account of your death or Disability, then any Awarded Shares not therefore forfeited shall become immediately vested. In addition, to the extent authorized pursuant to a Plan provision that is approved by the Company's shareholders after June 26, 1997, in the event your service terminates due to retirement (as defined in the Plan) or in the event a change of control (as defined in the Plan) occurs, then any Awarded Shares not theretofore forfeited shall become immediately vested.

Section 3. FORFEITURES. In the event that your service with the Company terminates before all of the Awarded Shares become vested, any Awarded Shares that have not yet become vested pursuant to section 2 of this Award Notice shall be forfeited. Following such a forfeiture, you will have no rights whatsoever with respect to the Awarded Shares forfeited.

Section 4. DIVIDENDS. Any cash or stock dividends declared and paid with respect to Awarded Shares not forfeited shall be allocated to you, and such dividends (and any earnings attributable to them) shall be held in the Trust Fund subject to such restrictions and shall become vested under the same terms and conditions as the Awarded Shares to which they pertain.

Section 5. VOTING RIGHTS. You shall have the exclusive right to direct the manner in which all voting rights appurtenant to Awarded Shares not forfeited will be exercised while such Awarded Shares are held in the Trust Fund. Such a direction shall be given by completing and filing a written direction, in the form and manner prescribed by the Committee, with such person as the Committee shall designate, prior to the date of the meeting of holders of Shares at which such voting rights will be exercised.

Section 6. DISTRIBUTION UPON VESTING. As soon as practicable following the date any Awarded Shares become vested pursuant to the Award Notice, the Company will issue to you, or your Beneficiary entitled to such Awarded Shares, a stock certificate evidencing ownership of the Shares. Any additional Shares attributable to stock dividends paid with respect to the Awarded Shares then being distributed pursuant to this section 6 shall also be distributed and shall be evidenced by such stock certificate. At the same time, you will receive a cash distribution of any related cash dividends and earnings thereon.

Section 7. REGISTRATION OF SHARES. The Company's obligation to deliver Shares pursuant to this Award Notice shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of you or your Beneficiary to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Company shall not be required to deliver any Shares under the Plan prior to (a) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.

Section 8. NO RIGHT TO CONTINUED SERVICE. Nothing in this Award Notice nor any action of the Board or the Committee with respect to this Award Notice shall be held or construed to confer upon you any right to a continuation of service with the Company or any of its affiliates which retain you. You may be dismissed or otherwise dealt with to the same extent as though this Award had not been made.

Section 9. TAXES. The Company, the Committee or the Trustee shall have the right to require you to pay the amount of any tax which is required to be withheld with respect to the Awarded Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Awarded Shares to cover the amount required to be withheld.

Section 10. NOTICES. Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is personally delivered or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such 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 Community Bancorp, Inc. c/o The Dime Savings Bank of Williamsburgh 209 Havemeyer Street
Brooklyn, New York 11211

Attention: CORPORATE SECRETARY

(b) If to you, to your address as shown in the Company's personnel records.

Section 11. NO ASSIGNMENT. The Awarded Shares shall not be transferable by you other than by will or by the laws of descent and distribution, and the Awarded Shares shall be distributable only to you during your lifetime. To name a Beneficiary who may receive distribution of shares of Common Stock available for distribution after your death, complete the attached Appendix A and file it with the Corporate Secretary of Dime Community Bancorp, Inc.

Section 12. SUCCESSORS AND ASSIGNS. This Award Notice shall inure to the benefit of and shall be binding upon you and the Company and your respective heirs, successors and assigns.

Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in this Award Notice, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Award Notice, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

Section 14. GOVERNING LAW. This Award Notice shall be construed and enforced in accordance with the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by the federal laws of the United States of America.

Section 15. AMENDMENT. This Award Notice may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between you and the Company.

Section 16. PLAN PROVISIONS CONTROL. This Award Notice, and the rights and obligations created hereunder, shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Award Notice, you acknowledge receipt of a copy of the Plan.

                 NAME                                 ADDRESS                   RELATIONSHIP        BIRTHDATE          SHARE
______________________________________  ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________                                       Total= 100%

B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Options:

                 NAME                             ADDRESS                          RELATIONSHIP        BIRTHDATE          SHARE
______________________________________  ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________
______________________________________
                                        ______________________________________   ______________    ______________    ___________%
                                        ______________________________________                                     Total    =  100%

S H I understand that this Beneficiary Designation shall be effective only I E if properly completed and received by the Corporate Secretary of Dime G R Community Bancorp, Inc. prior to my death, and that it is subject to N E all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Options.

INTERNAL USE ONLY

This Beneficiary Designation was received by the Corporate Comments Secretary of Dime Community Bancorp, Inc. on the date Indicated.

By ---------------------------- ------------ ____________
AUTHORIZED SIGNATURE DATE