Exhibit (4)
[LOGO]
DIME BANCORP, INC.
May 23, 2000
VIA CERTIFIED MAIL
------------------
Fleet National Bank
(as successor in interest to The First National Bank of Boston)
150 Royall Street
Canton, MA 02021
Attention: Shareholder Services Division
Ladies and Gentlemen:
As required by the Stockholder Protection Rights Agreement, dated as of
October 20, 1995, between Dime Bancorp, Inc. ("Dime") and The First National
Bank of Boston (the "Rights Agreement"), we hereby notify you that, effective as
of the end of business on June 23, 2000 and pursuant to Section 4.4 of the
Rights Agreement, you are removed as the Rights Agent under the Rights Agreement
and have no further rights or obligations under the Rights Agreement, other than
those accrued through such date.
We also notify you that The Dime Savings Bank of New York, FSB, 589
Fifth Avenue, New York, N.Y. 10017 ("Dime Savings") has been appointed,
effective as of the end of business on June 23, 2000, as the successor Rights
Agent under the Rights Agreement. We request that you deliver and transfer, as
required under Section 4.4 of the Rights Agreement, all property, if any, held
by you under the Rights Agreement to Dime Savings.
Please sign the enclosed copy to acknowledge your receipt of this
letter and return a signed copy to James E. Kelly, General Counsel, Dime
Bancorp, Inc., 589 Fifth Avenue, 3rd Floor, New York, New York 10017.
Very truly yours,
DIME BANCORP, INC.
By: /s/ Franklin L. Wright
----------------------
Franklin L. Wright
Executive Center Director and
Investor Relations Executive
Acknowledged:
FLEET NATIONAL BANK
By: /s/ Katherine S. Anderson
-------------------------
Name: Katherine S. Anderson
Title: Managing Director
