EXHIBIT 10.32AMENDMENT NO. 01 AMENDMENT NUMBER ONE TO EMPLOYEE STOCK OWNERSHIP PLAN OF DIME COMMUNITY BANCSHARES, INC. AND CERTAIN AFFILIATES

Pursuant to Section 16.1 of the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and Certain Affiliates, Amended and restated as of January 1, 2008 ("Plan"), the Plan is hereby amended effective as of the dates set forth below:

1.            ARTICLE I – Effective for Plan Years commencing after December 31, 2008, Section 1.3, the definition of "Allocation Compensation," shall be amended by adding the following new paragraph as the second paragraph to read as follows and any subsequent paragraphs of such section shall follow accordingly:

Effective for Plan Years commencing after December 31, 2008, Allocation Compensation shall include "differential wage payments."  Differential wage payments means any payment which: is made by the Employer to an Employee with respect to any period during which the Employee is performing service in the uniformed services of the United States while on active duty for a period of more than thirty (30) days, and represents all or a portion of the wages the Employee would have received if such Employee were performing service for the Employer.  This paragraph shall only apply if all Employees receive differential wage payments on a reasonably equivalent basis, are eligible to participate in the Plan, and may make payments on reasonably equivalent terms.

2.            ARTICLE III – Effective as of January 1, 2007, Section 3.1, "Military Service," shall be amended by adding the following new paragraph to the end thereof to read as follows:

Effective as of January 1, 2007, a Participant who dies or becomes disabled while performing Qualified Military Service shall be deemed to be reemployed by the Employer, in accordance with his reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"), on the day preceding his death or Disability, as applicable, and to have incurred a termination of service on the actual date of death or Disability.  In the case of any such treatment, any full or partial compliance by the Plan with respect to the benefit accrual requirements with respect to such Participant shall be treated as if such compliance were required under USERRA, provided all Participants performing Qualified Military Service who die or become disabled as a result of performing Qualified Military Service prior to reemployment by the Employer, are credited with service and benefits on reasonably equivalent terms.

3.            ARTICLE VIII – Effective for limitation years commencing on or after July 1, 2007, Section 8.2(c)(v), the definition of "Limitation Year," shall be amended by adding the following new sentence to the end thereof to read as follows:

Effective for Limitation years commencing on or after July 1, 2007, if the Plan is terminated as of a date other than the last day of the Limitation Year, the Plan shall be deemed to have changed the Limitation Year, and the Code Section 415(c)(1)(A) dollar limit shall be prorated for the short Limitation Year.

4.            ARTICLE X – Effective as of January 1, 2008, Section 10.3 shall be amended by replacing the plan name "The Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust" with "The Dime Savings Bank of Williamsburgh 401(k) Savings Plan" wherever such plan name appears in such section.

5.            ARTICLE XIII – Section 13.5 shall be amended by adding the following new subsection (e) to the end thereof to read as follows:

(e)            Default to Discontinue 2009 RMDs.  Notwithstanding Section 13.5(b), a Participant or designated Beneficiary who would have been required to receive a Required Minimum Distribution for 2009 ("2009 RMD"), except for the enactment of Code Section 401(a)(9)(H), and who would have satisfied that requirement by receiving distributions that are (i) equal to the 2009 RMDs, or (ii) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant's designated Beneficiary, or for a period of at least ten (10) years ("Extended 2009 RMDs"), will not receive those distributions for 2009, unless the Participant or designated Beneficiary chooses to receive such distributions.  Participants and designated Beneficiaries described in the preceding sentence, shall be given the opportunity to elect to receive such distributions.

6.            ARTICLE XIII – Effective as of the dates set forth herein, Section 13.6 shall be amended in its entirety to read as follows:

(a)            For distributions made after December 31, 2001, and notwithstanding any provision of the Plan to the contrary that would otherwise limit a Participant or Distributee's election under this section, a Participant or Distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution that is equal to at least five hundred dollars ($500) paid directly to an Eligible Retirement Plan specified by the Participant or Distributee in a Direct Rollover.  If an Eligible Rollover Distribution is less than five hundred dollars ($500), a Participant or Distributee may not make the election described in the preceding sentence to rollover a portion of the Eligible Rollover Distribution.

(b)            For purposes of this section, the following definitions shall apply:

(i)            "Direct Rollover" means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

(ii)            "Distributee" means an Employee or former Employee.  In addition, the Employee's or former Employee's surviving Spouse and the Employee's or former Employee's Spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former spouse.  Effective for Eligible Rollover Distributions made after December 31, 2008, a Distributee shall also include the Employee's nonspouse designated Beneficiary.  In the case of a nonspouse designated Beneficiary, the Direct Rollover may be made only to an individual retirement account or annuity described in Code Section 408(a) or Code Section 408(b) ("IRA") that is established on behalf of the designated Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code Section 402(c)(11).  In addition, in this case, the determination of any required minimum distribution under Code Section 401(a)(9) that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&A 17 and 18, 2007-51 I.R.B. 395.

(iii)            "Eligible Retirement Plan" means (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirement annuity described in Section 408(b) of the Code, (iii) for distributions made after December 31, 2007, a Roth IRA described in Section 408A(e) of the Code, however, for distributions made prior to January 1, 2010, a Participant shall be subject to income limitations, (iv) an annuity plan described in Section 403(a) of the Code, (v) a qualified defined contribution plan described in Section 401(a) of the Code, (vi) an annuity contract described in Section 403(b) of the Code, and (vii) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, that accepts the Distributee's Eligible Rollover Distribution.  However, in the case of an Eligible Rollover Distribution to the surviving Spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity.  The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

(iv)            "Eligible Rollover Distribution" means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include:  any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's designated Beneficiary, or for a specified period of ten (10) years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any other distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any other distributions(s) that is reasonably expected to total less than two hundred dollars ($200) during a year.

A portion of a distribution shall not fail to be an Eligible Rollover Distribu­tion merely because the portion consists of after-tax contributions which are not includable in gross income.  However, such portion may be transferred only to (i) an individual retirement account or individual retirement annuity described in Section 408(a) or (b) of the Code; (ii) for taxable years commencing after December 31, 2001 and before January 1, 2007, to a qualified trust which is part of a defined contribution plan that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible; or (iii) for taxable years commencing after December 31, 2006, to a qualified trust or to an annuity contract described in Code Section 403(b), if such trust or contract provides for separate accounting for amounts so transferred (including interest thereon), including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee's election under this Section, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

7.            ARTICLE XIX – Effective as of January 1, 2008, Section 19.1 shall be amended by replacing the plan name "The Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI Retirement Trust" with "The Dime Savings Bank of Williamsburgh 401(k) Savings Plan" wherever such plan name appears in such section.

IN WITNESS WHEREOF, Dime Community Bancshares, Inc. has caused this Amendment to be executed this ____ day of __________________, 2009 pursuant to the authority in adopted resolutions granting the appropriate officer(s) the authority to take any action as may be necessary to maintain the tax-qualified status of the Plan.