Modification of Employee Retention Agreement

This Modification of Employee Retention Agreement (“Modification”) is made and entered into as of December 31, 2008 by and among The Dime Savings Bank of Williamsburgh , a savings bank organized and operating under the federal laws of the United States and having its executive offices at 209 Havemeyer Street, Brooklyn, New York 11211 (“Bank”); Dime Community Bancshares, Inc ., a business corporation organized and existing under the laws of the State of Delaware and having its executive offices at 209 Havemeyer Street, Brooklyn, New York 11211 (“Holding Company”); and ___________________ , an individual residing at _______________ ___________________________ (“Officer”).

WHEREAS , the Bank, the Holding Company and the Officer are parties to an Employee Retention Agreement (“Agreement”) made and entered into as of February 22, 2007, pursuant to which the Bank has agreed to provide certain payments to the Officer in the event that his employment is terminated under certain circumstances as a result of a Change of Control, and the Bank desires to assure for itself the continued availability of the Officer’s services and the ability of the Officer to perform such services with a minimum of personal distraction in the event of a pending or threatened Change of Control, and the Officer is willing to continue to serve the Bank on the terms and conditions set forth herein; and

WHEREAS , the parties desire to modify the Agreement for the purpose, among others, of compliance with the applicable requirements of section 409A of the Internal Revenue Code of 1986; and

WHEREAS , section 21 of the Agreement provides for modification of the Agreement in a writing signed by the parties thereto;

NOW, THEREFORE , in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Bank, the Holding Company and the Officer hereby agree as follows:

each such reimbursement payment to be made promptly following receipt of the itemized account and in any event not later than the last year in which the expense was incurred.

provided, however, that if payments are made under this section 8(b)(v) as a result of this section deeming otherwise unvested amounts under such defined benefit plans to be vested, the payments, if any, attributable to such deemed vesting shall be paid in the same form, and paid at the same time, and in the same manner, as benefits under the corresponding non-qualified plan;

provided, however, that if payments are made under this section 8(b)(vi) as a result of this section deeming otherwise unvested amounts under such defined benefit plans to be vested, the payments, if any, attributable to such deemed vesting shall be paid in the same form, and paid at the same time, and in the same manner, as benefits under the corresponding non-qualified plan;

(B)           the salary that would have been paid to the Officer during each such calendar year at the highest annual rate of salary achieved during the remaining unexpired Assurance Period, such payments to be made without discounting for early payment.

(i)           the reorganization, merger or consolidation of the Bank, respectiv