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                                                                   Exhibit 10.35

                       Amendment to the Dime Bancorp, Inc.
                     Supplemental Executive Retirement Plan

                           Effective January 29, 1998


            The Dime Bancorp, Inc. Supplemental Executive Retirement Plan
(the "Plan") is hereby amended in the following particulars:

            1. Clause (ii) of the second paragraph of Paragraph 5 of the Plan is
amended to read as follows:

            (ii)  is the Participant's other taxable cash-based
                  compensation payable under the Dime Bancorp,
                  Inc. Officer Incentive Plan or other cash-based
                  incentive plan or program or individual
                  arrangement providing for cash-based incentive
                  compensation, in each case with respect to the
                  period for which the determination is made, but
                  excluding any amounts paid (A) to the
                  Participant as a sign-on bonus in connection
                  with the initial commencement of employment of
                  the Participant with the Company or any Parent
                  or Subsidiary and (B) to the Participant with
                  respect to the grant of rights to purchase, and
                  the related purchase of, restricted common
                  stock of the Company;"