Exhibit (5)
[LOGO]
DIME BANCORP, INC.
May 23, 2000
The Dime Savings Bank of New York, FSB
589 Fifth Avenue
New York, NY 10017
Attention: D. James Daras, Treasurer
Ladies and Gentlemen:
This letter confirms the appointment of The Dime Savings Bank of New
York, FSB by Dime Bancorp, Inc. ("Dime") to act as the Rights Agent for Dime in
accordance with the terms and conditions set forth in the Stockholder Protection
Rights Agreement, dated as of October 20, 1995, between Dime and The First
National Bank of Boston, the predecessor rights agent.
Very truly yours,
DIME BANCORP, INC.
By: /s/ Anthony R. Burriesci
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Anthony R. Burriesci
Chief Financial Officer
Acknowledged as of this 31st day of May, 2000:
THE DIME SAVINGS BANK OF NEW YORK, FSB
By: /s/ D. James Daras
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Name: D. James Daras
Title: Treasurer
