CHANGE IN CONTROL SEVERANCE AGREEMENT


                  THIS CHANGE IN CONTROL  SEVERANCE  AGREEMENT  ("Agreement") is
made and  entered  into as of this 13th day of  December,  1995,  by and between
SCHENECTADY  FEDERAL  SAVINGS BANK, a federally  chartered  savings  institution
(which,  together  with any successor  thereto  which  executes and delivers the
assumption  agreement  provided for in Section  11(a) hereof or which  otherwise
becomes bound by the terms and provisions of this Agreement by operation of law,
is  hereinafter  referred  to  as  the  "Company"),  and  William  Pezzula  (the
"Employee") whose residence address is 11 Ravenwood Drive, Albany, NY 12205.

         WHEREAS, the Employee is currently serving as the Vice
President of Retail Banking of the Company; and

         WHEREAS,  the  Company  has  adopted a plan of  conversion  whereby the
Company  will convert (the  "Conversion")  to capital  stock form and become the
wholly owned subsidiary of SFS Bancorp, Inc. (the "Holding Company"); and

         WHEREAS,  the Board of Directors of the Company  recognizes that, as is
the case with publicly held corporations generally,  the possibility of a change
in control of the Holding Company may exist and that such  possibility,  and the
uncertainty and questions which it may raise among management, may result in the
departure or  distraction  of key  management  personnel to the detriment of the
Company and its stockholder; and

         WHEREAS,  the Board of Directors  of the Company  believes it is in the
best  interests of the Company to enter into this Agreement with the Employee in
order to assure  continuity  of  management  of the Company and to reinforce and
encourage the continued attention and dedication of the Employee to his assigned
duties without dis traction in the face of potentially disruptive  circumstances
arising  from the  possibility  of a change in control of the  Holding  Company,
although no such change is now contemplated; and

         WHEREAS,  the  Board of  Directors  of the  Company  has  approved  and
authorized  the execution of this  Agreement with the Employee to take effect as
stated in Section 1 hereof;

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants  and  agreements  of the parties  herein con  tained,  it is AGREED as
follows:

1.       TERM OF AGREEMENT.

         The term of this Agreement  shall be deemed to have commenced as of the
date of the  completion  of the  Company's  conversion  to stock  form and shall
continue for a period of twelve (12) full calendar months thereafter. Commencing
on the first monthly  anniversary  date of this Agreement and continuing at each
monthly  anniversary  date  thereafter,  this Agreement  shall be extended for a
period of one month in addition to the  then-remaining  term of employment under
this Agreement, unless either the Company or the Employee gives contrary written
notice to the other  not less than 90 days in  advance  of the date on which the
term of employment under this Agreement would otherwise be extended.

         Notwithstanding  any other  statement or provision in this Agreement to
the contrary,  beginning on the first annual anniversary date of the conversion,
this Agreement will not be automatically extended unless, within 13 months prior
thereto,  the Board of  Directors  of the Company  reviews a formal  performance
evaluation of the Employee  performed by the disinterested  members of the Board
of  Directors  of the  Company  and  reflected  in the  minutes  of the Board of
Directors.

2.       PAYMENTS TO THE EMPLOYEE UPON CHANGE IN CONTROL.

         (a) Upon the  occurrence of a Change in Control (as herein  defined) of
the Company or the Holding Company  followed at any time during the term of this
Agreement by the  involuntary  termination of the Employee's  employment,  other
than for cause,  as defined in Section 2(d) hereof,  the provisions of Section 3
shall apply.

         (b) A "change in  control"  of the  Company or the  Holding  Company is
defined  solely as any  acquisition of control (other than by a trustee or other
fiduciary  holding  securities  under an  employee  benefit  plan of the Holding
Company or a subsidiary  of the Holding  Company),  as defined in 12 C.F.R.  ss.
574.4,  or any  successor  regulation,  of the Company or Holding  Company which
would require the filing of an application  for acquisition of control or notice
of change in control  in a manner as set forth in 12 C.F.R.  ss.  574.3,  or any
successor regulation.

         (c) The Employee's employment under this Agreement may be terminated at
any time by the  Board of  Directors  of the  Company.  The  terms  "involuntary
termination" or "involuntarily  terminated" in this Agreement shall refer to the
termination of the employment of Employee  without his express written  consent.
In addition,  a material  diminution  of the  Employee's  benefits or an adverse
change  in the  quality  of the work  environment  shall  be  deemed  and  shall
constitute  an  involuntary  termination  of  employment  to the same  extent as
express notice of such involuntary termination. By way of example and not by way
of  limitation,  any of the following  actions,  if  unreasonable  or materially
adverse to the Employee, shall constitute such diminution or interference unless
consented to in writing by the Employee:  (1) change in the principal  workplace
of the  Employee to a location  outside of a 20 mile  radius from the  Company's
headquarters  office as of the date hereof; (2) a reduction or adverse change in
the scope or nature of the  secretarial or other  administrative  support of the
Employee;  (3) a  reduction  or  adverse  change  in  the  salary,  perquisites,
benefits,  contingent  benefits  or  vacation  time which had  theretofore  been
provided  to the  Employee,  other  than as part of an overall  program  applied
uniformly and with equitable  effect to all members of the senior  management of
the Company or the Holding Company;  and (4) a material increase in the required
hours of work or the workload of the Employee.

         (d) The  Employee  shall  not have the  right  to  receive  termination
benefits  pursuant to Section 3 hereof upon  termination for cause. For purposes
of this  Agreement,  termination  for  "cause"  shall  include  termination  for
personal  dishonesty,  incompetence,  willful misconduct,  breach of a fiduciary
duty involving  personal profit,  intentional  failure to perform stated duties,
willful  violation of any material law,  rule, or regulation  (other than a law,
rule or regulation  relating to a traffic violation or similar offense) or final
cease-and-desist  order,  or material breach of any provision of this Agreement.
Notwithstanding  the  foregoing,  the Employee  shall not be deemed to have been
terminated  for cause  unless and until there shall have been  delivered  to the
Employee a copy of a  resolution,  duly adopted by the  affirmative  vote of not
less than a majority of the entire  membership  of the Board of Directors of the
Company  at a  meeting  of the Board  called  and held for such  purpose  (after
reasonable notice to the Employee and an opportunity for the Employee,  together
with the Employee's counsel, to be heard before the Board),  stating that in the
good faith opinion of the Board the Employee was guilty of conduct con stituting
"cause" as set forth above and specifying the particulars thereof in detail.

3.       TERMINATION BENEFITS.

         (a) Upon  the  occurrence  of a  change  in  control,  followed  by the
involuntary termination of the Employee's employment,  other than for cause, the
Company  shall pay to the Employee in a lump sum in cash within 25 business days
after the date of severance of  employment an amount equal to 100 percent of the
Employee's  "base amount" of compensation,  as defined in Section  280G(b)(3) of
the Internal Revenue Code of 1986, as amended ("Code"). At the discretion of the
Employee,  upon an election pursuant to Section 3(d) hereof, such payment may be
made, on a pro rata basis,  semi-monthly during the twelve (12) months following
the Employee's termination.

         (b) Upon the  occurrence  of a change in control of the  Company or the
Holding  Company  followed  by the  involuntary  termination  of the  Employee's
employment,  other  than for  cause,  the  Company  shall  cause life and health
insurance  coverage  (substantially  similar to the coverage  maintained  by the
Company for the Employee  prior to his  severance) to be maintained for a period
of 12 months or for the remaining term of the agreement, whichever is greater.

4.       CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

         (a) Anything in this Agreement to the contrary notwithstanding,  in the
event it shall be determined  that any payment or distribution by the Company to
or for the benefit of the Employee  (whether paid or payable or  distributed  or
distributable  pursuant  to  the  terms  of  this  Agreement  or  otherwise)  (a
"Payment") would be nondeductible  (in whole or part) by the Company for Federal
income tax  purposes  because of Section  280G of the Code,  then the  aggregate
present value of amounts payable or  distributable  to or for the benefit of the
Employee  pursuant to this  Agreement  (such  amounts  payable or  distributable
pursuant to this Agreement are hereinafter referred to as "Agreement  Payments")
shall be reduced to the Reduced Amount. The "Reduced Amount" shall be an amount,
not less than zero,  expressed in present  value which  maximizes  the aggregate
present  value  of  Agreement   Payments  without  causing  any  Payment  to  be
nondeductible  by the Company  because of Section 280G of the Code. For purposes
of this Section 4, present value shall be determined in accordance  with Section
280G(d)(4) of the Code.

         (b) All  determinations  required to be made under this Section 4 shall
be  made by the  Company's  independent  auditors,  or at the  election  of such
auditors  by such other firm or  individuals  of  recognized  expertise  as such
auditors  may  select  (such  auditors  or, if  applicable,  such  other firm or
individual,  are hereinafter  referred to as the "Advisory Firm").  The Advisory
Firm  shall  within ten  business  days of the Date of  Termination,  or at such
earlier time as is requested by the Company, provide to both the Company and the
Employee an opinion (and detailed supporting  calculations) that the Company has
substantial  authority to deduct for federal income tax purposes the full amount
of the Agreement Payments and that the Employee has substantial authority not to
report on his federal  income tax return any excise tax imposed by Section  4999
of the Code with respect to the Agreement  Payments.  Any such determination and
opinion by the Advisory Firm shall be binding upon the Company and the Employee.
The  Employee  shall  determine  which and how much,  if any,  of the  Agreement
Payments shall be eliminated or reduced consistent with the requirements of this
Section 4,  provided  that,  if the  Employee  does not make such  determination
within ten business days of the receipt of the calculations made by the Advisory
Firm,  the  Company  shall elect  which and how much,  if any, of the  Agreement
Payments shall be eliminated or reduced consistent with the requirements of this
Section 4 and shall notify the Employee  promptly of such election.  Within five
business  days of the  earlier of (i) the  Company's  receipt of the  Employee's
determination  pursuant to the immediately  preceding sentence of this Agreement
or (ii) the Company's election in lieu of such determination,  the Company shall
pay to or  distribute  to or for the benefit of the Employee such amounts as are
then due the Employee under this  Agreement.  The Company and the Employee shall
cooperate fully with the Advisory Firm,  including without limitation  providing
to the Advisory Firm all information and materials  reasonably  requested by it,
in connection with the making of the determinations  required under this Section
4.

         (c) As a result of  uncertainty  in  application of Section 280G of the
Code at the time of the initial determination by the Advisory Firm hereunder, it
is possible  that  Agreement  Payments  will have been made by the Company which
should not have been made  ("Overpayment") or that additional Agreement Payments
will not have been made by the Company  which  should have been made  ("Underpay
ment"),  in each case,  consistent  with the  calculations  required  to be made
hereunder.  In the event that the Advisory Firm, based upon the assertion by the
Internal Revenue Service against the Employee of a deficiency which the Advisory
Firm believes has a high  probability of success  determines that an Overpayment
has been made, any such Overpayment paid or distributed by the Company to or for
the  benefit of Employee  shall be treated for all  purposes as a loan ab initio
which the  Employee  shall repay to the Company  together  with  interest at the
applicable  federal  rate  provided  for in  Section  7872(f)(2)  of  the  Code;
provided,  however,  that no such loan  shall be deemed to have been made and no
amount shall be payable by the Employee to the Company if and to the extent such
deemed loan and payment would not either reduce the amount on which the Employee
is subject to tax under  Section 1 and  Section  4999 of the Code or  generate a
refund  of  such  taxes.  In the  event  that  the  Advisory  Firm,  based  upon
controlling  preceding  or other  sub  stantial  authority,  determines  that an
Underpayment has occurred,  any such Underpayment  shall be promptly paid by the
Company to or for the  benefit of the  Employee  together  with  interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code.

5. REQUIRED REGULATORY PROVISIONS.

         (a) The Company may  terminate the  Employee's  employment at any time,
but any termination by the Company,  other than a termination  for cause,  shall
not prejudice the Employee's  right to compensation or other benefits under this
Agreement.  The  Employee  shall not have the right to receive  compensation  or
other  benefits  for any  period  after a  termination  for cause as  defined in
Section 2(d) hereinabove.

         (b) If  the  Employee  is  suspended  from  office  and/or  temporarily
prohibited  from  participating  in the  conduct of the  Company's  affairs by a
notice served under Section 8(e)(3) or (g)(1) of the Federal  Deposit  Insurance
Act ("FDIA"),  12 U.S.C. ss.  1818(e)(3) and (g)(1),  the Company's  obligations
under this Agreement shall be suspended as of the date of service, unless stayed
by  appropriate  proceedings.  If the charges in the notice are  dismissed,  the
Company  may  in its  discretion  (i)  pay  the  Employee  all  or  part  of the
compensation  withheld while its obligations under this Agreement were suspended
and  (ii)  reinstate  in  whole or in part  any of the  obligations  which  were
suspended.

         (c)  If  the  Employee  is  removed  from  office  and/or   permanently
prohibited  from  participating  in the conduct of the  Company's  affairs by an
order  issued  under  Section  8(e)(4)  or  (g)(1) of the  FDIA,  12 U.S.C.  ss.
1818(e)(4) or (g)(1),  all obligations of the Company under this Agreement shall
terminate,  as of the  effective  date of the order,  but  vested  rights of the
parties shall not be affected.

         (d) If the Company becomes in default (as defined in Section 3(x)(1) of
the FDIA),  all obligations  under this Agreement shall terminate as of the date
of  default,  but this  provision  shall not  affect  any  vested  rights of the
parties.

         (e) All obligations  under this Agreement may be terminated,  except to
the extent  determined that  continuation of this Agreement is necessary for the
continued operation of the Company:  (i) by the Director or his or her designee,
at the time the Federal Deposit Insurance Corporation ("FDIC") or the Resolution
Trust  Corporation  ("RTC")  at the  time  the  FDIC or the RTC  enters  into an
agreement  to  provide  assistance  to or on  behalf  of the  Company  under the
authority contained in Section 13(c) of the FDIA, or (ii) by the Director of the
Office of Thrift  Supervision  ("OTS")  or his or her  designee  at the time the
Director  or his or her  designee  approves  a  supervisory  merger  to  resolve
problems  related to operation of the Company or when the Company is  determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have  already  vested,  however,  shall not be affected by any such
action.

6. REINSTATEMENT OF BENEFITS UNDER SECTION 9(b).

         In the event the Employee is suspended  and/or  temporarily  prohibited
from participating in the conduct of the Company's affairs by a notice described
in Section 12 hereof  (the  "Notice")  during the term of this  Agreement  and a
change in control occurs,  the Company will assume its obligation to pay and the
Employee will be entitled to receive all of the  termination  benefits  provided
for under Section 3 of this Agreement upon the Company's  receipt of a dismissal
of charges in the Notice.

         7. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes any prior agreement  between the Company and the Employee,
except that this Agreement  shall not affect or operate to reduce any benefit or
compensation inuring to the Employee of a kind elsewhere provided.  No provision
of this  Agreement  shall be interpreted to mean that the Employee is subject to
receiving fewer benefits than those  available to him without  reference to this
Agreement.

8.       NO ATTACHMENT.

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
the Employee, the Company and their respective successors and assigns.

9.       MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.
\
10.  NO MITIGATION.

         The amount of any  payment or benefit  provided  for in this  Agreement
shall not be reduced by any compensation earned by the Employee as the result of
employment  by  another  employer,  by  retirement  benefits  after  the date of
termination or otherwise.

11.  NO ASSIGNMENTS.

         (a) This  Agreement  is  personal to each of the  parties  hereto,  and
neither party may assign or delegate any of its rights or obligations  hereunder
without  first  obtaining  the  written  consent of the other  party;  provided,
however,  that the Company will require any successor or assign  (whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all or
substantially all of the business and/or assets of the Company, by an assumption
agreement  in form and  substance  satisfactory  to the  Employee,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place.  Failure of the Company to obtain such an assumption
agreement prior to the  effectiveness of any such succession or assignment shall
be a breach of this  Agreement  and shall  entitle the Employee to  compensation
from the  Company in the same  amount and on the same terms as the  compensation
pursuant to Section 3 hereof.  For purposes of  implementing  the  provisions of
this Section  11(a),  the date on which any such  succession  becomes  effective
shall be deemed the Date of Termination.

         (b) This Agreement and all rights of the Employee hereunder shall inure
to the  benefit  of and be  enforceable  by the  Employee's  personal  and legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  If the Employee should die while any amounts would still
be payable to the Employee  hereunder if the Employee had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Employee's devisee, legatee or other designee
or if there is no such designee, to the Employee's estate.

12.  NOTICE.

         For  the   purposes   of  this   Agreement,   notices   and  all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  set  forth on the first  page of this  Agreement  (provided  that all
notices  to the  Company  shall be  directed  to the  attention  of the Board of
Directors of the Company with a copy to the  Secretary  of the  Company),  or to
such other  address as either  party may have fur nished to the other in writing
in accordance herewith.

13.  AMENDMENTS.

         No amendments or additions to this Agreement shall be binding unless in
writing and signed by both parties, except as herein otherwise provided.

14.  PARAGRAPH HEADINGS.

         The paragraph  headings used in this Agreement are included  solely for
convenience  and  shall  not  affect,   or  be  used  in  connection  with,  the
interpretation of this Agreement.

15.  SEVERABILITY.

         The  provisions  of this  Agreement  shall be deemed  severable and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.

16.  GOVERNING LAW.

         This  Agreement  shall be governed by the laws of the United  States to
the extent applicable and otherwise by the laws of the State of New York.

17.  ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's award in any court having jurisdiction.

18.      REIMBURSEMENT.

         In the event the Company  purports to terminate the Employee for cause,
but it is  determined by a court of competent  jurisdiction  or by an arbitrator
pursuant to Section 17 that cause did not exist for such  termination,  or if in
any event it is deter mined by any such court or arbitrator that the Company has
failed to make timely  payment of any amounts  owed to the  Employee  under this
Agreement,  the Employee shall be entitled to  reimbursement  for all reasonable
costs,  including  attorneys' fees,  incurred in challenging such termination or
collecting such amounts.  Such reimbursement  shall be in addition to all rights
to which the Em ployee is otherwise entitled under this Agreement.
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

         THIS AGREEMENT  CONTAINS A BINDING  ARBITRATION  PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.

ATTEST:                                       SCHENECTADY FEDERAL SAVINGS BANK



                                       By:
Richard D. Ammian, Secretary                  Joseph H. Giaquinto, President




WITNESS:                                             EMPLOYEE