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                                                                   Exhibit 10.43

                                Amendment to the
                               Dime Bancorp, Inc.

                             Officer Incentive Plan

                         Effective as of January 1, 1998

            The Dime Bancorp, Inc. Officer Incentive Plan (the "Plan") is hereby
amended in the following particulars:

            1. The third textual sentence of Section 1 of the Plan is amended to
read as follows:

            "The Plan is made up of three parts, the Dime Bancorp, Inc. Senior
            Officer Incentive Plan, the Dime Bancorp, Inc. Senior Management
            Incentive Plan, and the Dime Bancorp, Inc. Middle Management
            Incentive Plan (the "Underlying Plans")."

            2. The first textual sentence of Section 2 of the Plan is hereby
amended to read as follows:

            "The Plan (and each of its parts) shall be administered by the
            Compensation Committee of the Board of Directors of the Company (the
            "Committee") or such other committee of the Board of Directors of
            the Company (or any subcommittee of any such committee) as may be
            provided under the terms of the Underlying Plans."

            3. The third textual sentence of Section 2 of the Plan is hereby
amended to read as follows:

            "Except as may otherwise be provided under the terms of the
            Underlying Plans, the Committee shall have the authority, in its
            discretion, to adopt, amend and rescind such rules and regulations
            as, in its opinion, may be advisable in the administration of the
            Plan and each of the Underlying Plans."

            4. The second textual sentence of Section 4 of the Plan is hereby
amended to read as follows:

            "However, except as provided under the terms of the Underlying
            Plans, no such action, amendment, suspension or termination of the
            Plan shall, without any Plan participant's consent, alter or impair
            any rights or obligations with respect to any awards granted to a
            participant under the Plan."