Exhibit 10.28
Amendment to the Dime Bancorp, Inc.
Supplemental Executive Retirement Plan
The Dime Bancorp, Inc. Supplemental Executive Retirement Plan (the "Plan") is hereby amended, effective
December 12, 2000 (unless otherwise stated), in the following particulars:
1. Clause (ii) of the second textual paragraph of Section 5 of the Plan and the proviso immediately following such
clause are amended to read as follows:
provided, however, that, except as otherwise provided by the Committee (provided that no such provision shall
be made by the
Committee after a Change in Control or an Irrevocable Election without the consent of the Participant), such
other compensation described in (ii) above shall be allocated, and deemed for these purposes as compensation,
equally over the period in which it is earned (with amounts paid or payable (whether in cash, common stock of
the Company or rights to purchase common stock of the Company) in connection with the Officer Incentive Plan
deemed earned over the period with respect to which the award under the Officer Incentive Plan relates)."
2. The second textual paragraph of Section 5 of the Plan is amended by adding after the first sentence thereof the
following new sentence to read as follows:
"If any compensation is payable under the Officer Incentive Plan to or with respect to a Participant in the form of
shares of common stock of the Company or rights to purchase shares of common stock of the Company
(whether or not subject to vesting or other restrictions), and, in accordance with clause (ii) above, the Committee
"(ii) is, except as otherwise provided by the Committee
(provided that no such provision shall be made by
the Committee after a Change in Control (as
defined in Section 12) or an Irrevocable Election
without the consent of the Participant), the
Participant's other compensation payable under or
in connection with the Dime Bancorp, Inc. Officer
Incentive Plan (the