BENEFIT MAINTENANCE PLAN

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 pursuance 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 Participant 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, with respect to a Participant:  (a) a change in ownership of the Participant’s Relevant Corporation (as defined below); (b) a change in effective control of the Participant’s Relevant Corporation; or (c) a change in the ownership of a substantial portion of the assets of the Participant’s Relevant Corporation.  The existence of a Change in Control shall be determined by the Committee in accordance with section 409A of the Code and the regulations thereunder.  For purposes of this section, Relevant Corporation means, with respect to a Participant on any date:  (w) the corporation for which the Participant is performing services on such date; (x) all corporations that are liable to the Participant for the benefits due to him under the Plan; (y) a corporation that is a majority shareholder of a corporation described in section 1.7(w) or (x); or (z) any corporation in a chain of corporations each of which is a majority shareholder of another corporation in the chain, ending in a corporation described in section 1.7(w) or (x).

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 VII.

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

Section 1.11                                  Disability   means, with respect to a Participant, any medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of at least twelve (12) months and as a result of which either: (a) the Participant is unable to engage in any substantial gainful activity or (b) the Participant has been receiving income replacement benefits for a period of at least three (3) months under an accident and health plan covering employees of the Participant’s employer; provided, however, that a Participant will be deemed disabled and a Disability will be deemed to exist under the Plan if such Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.  The existence of a Disability shall be determined by the Committee in accordance with section 409A and the regulations thereunder.

Section 1.12                                  Eligible Employee means an Employee who is eligible for participation in the Plan in accordance with the provisions of Article II.

Section 1.13                                  Employee means any person, including an officer, who is employed by the Employer.

Section 1.14                                  Employer means Dime Community Bancshares, 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 Bancshares, Inc. and subject to such terms and conditions as may be imposed by the Board of Directors of Dime Community Bancshares, Inc., shall adopt this Plan.

Section 1.15                                  Employer Contributions means contributions by any Employer to the Savings Plan or the ESOP.

Section 1.16                                  ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time (including the corresponding provisions of any succeeding law).

Section 1.17                                  ESOP means the Employee Stock Ownership Plan of Dime Community Bancshares, 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 1.18                                  Exchange Act   means the Securities Exchange Act of 1934, as amended from time to time (including the corresponding provisions of any succeeding law).

Section 1.19                                  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 1.19(a) and (b) are not applicable, the fair market value of a Share as the Committee may determine.

Section 1.20                                  Former Participant means a person whose participation in the Plan has terminated as provided under section 1.30.

Section 1.21                                  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 1.22                                  Memorandum Account   means, collectively, all of the accounts that hold all of the deferred compensation credited to a Participant under Article III reduced to reflect distributions.

Section 1.23                                  Participant   Account   means any person who is participating in the Plan in accordance with its terms.

Section 1.24                                  Plan means the Benefit Maintenance Plan of Dime Community Bancshares, Inc., as amended from time to time (including the corresponding provisions of any successor plan adopted by the Company).

Section 1.25                                  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 1.26                                  Specified Employee   has the meaning set forth in section 409A of the Code.

Section 1.27                                  Share   means a share of common stock, par value $.01 per share, of Dime Community Bancshares., Inc.

Section 1.28                                  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 1.29                                  Termination of Service means cessation of all services to all Relevant Employers (as defined below) in all capacities other than as a director of such Relevant Employer’s board of directors.  The occurrence of a Termination of Service shall be determined by the Committee in accordance with the rules for determining whether a "separation from service" has occurred under section 409A of the Code and the regulations thereunder.  For purposes of this section, Relevant Employer means, with respect to a Participant on any date: any Employer for whom the Participant performs services and with respect to whom the Participant's rights under this Plan arise, and any corporation, or trade or business whether or not incorporated, that is considered a "single employer" with such Employer within the meaning of section 414(b) or section 414(c) of the Code; provided that when applying sections 1563(a)(1), (2) and (3) of the Code or Treasury Regulation section 1.414(c)-2 pursuant to section 414(b) or section 414(c) of the Code, the phrase "at least 50 percent" shall be used instead of the phrase "at least 80 percent" in each place it appears therein.

Section 1.30                                  Unforeseeable Emergency   means, with respect to a Participant, a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, beneficiary or dependent (within the meaning of section 152 of the Code, without regard to sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  The existence of an Unforeseeable Emergency shall be determined by the Committee in accordance with section 409A of the Code and the regulations thereunder.

Section 2.1                                  Eligibility for Participation .

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

(a)           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.

  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.

Section 3.1                                  Supplemental Retirement Benefit

(a)           A Participant whose benefits under the Retirement Plan are limited by one or more of the Applicable Limitations shall be eligible for a supplemental 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 first day of the month coincident with or next following Participant's 65th birthday. Notwithstanding the foregoing, a Participant may, subject to the restrictions in section 5.1, within thirty (30) days after first becoming eligible to participate in the Plan for purpose of receiving a supplemental retirement benefit, elect that such supplemental retirement benefit (to the extent that such benefit is attributable to compensation for services performed after such election) 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.

(c)           Notwithstanding section 3.1(b), subject to the consent of the Committee in its sole and absolute discretion, each Participant may, by written election given in such form and manner as the Committee may prescribe, elect to change the time and manner of distribution of the balance credited to the supplemental retirement benefit; provided, however, that:

(i)           any such election shall not take effect until twelve (12) months after it is received by the Committee;

(ii)           in the case of an election to defer a payment to be made on account of an event other than the Participant’s death, Disability or Unforeseeable Emergency, the first payment made under such election shall not occur until at least five (5) years later than such payment would otherwise have been made (or begin to be made); and

(iii)           any such election is subject to the restrictions in section 5.1.

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 in 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 amounts under section 3.2(c), 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 distributions, withdrawals, 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.

(iii)           The balance credited to the bookkeeping account shall be reduced for any distributions or withdrawals.

(c)           Effective June 15, 2008, the balance credited to the bookkeeping accounts of Messrs. Timothy King and Michael Pucella under this section 3.2 shall be adjusted as follows:

(i)           in the case of Mr. King, the balance credited to his a bookkeeping account shall be credited with an additional Seven Thousand Seven Hundred Sixty-Eight Dollars ($7,768); and

(ii)           in the case of Mr. Pucella, the balance credited to his bookkeeping account shall be credited with an additional Six Thousand One Hundred Ninety-One Dollars ($6,191).

(d)           The supplemental savings benefit