Exhibit 10.5        Amended  and  Restated  Salary  and  Benefits   Continuation
                    Agreement between Financial Bancorp, Inc., Financial Federal
                    Savings Bank and Frank S. Latawiec


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                              AMENDED AND RESTATED
                         FINANCIAL FEDERAL SAVINGS BANK
                   SALARY AND BENEFITS CONTINUATION AGREEMENT
                               FOR FRANK LATAWIEC

     This  Agreement  is made  effective  as of  February  18, 1997 by and among
Financial  Federal  Savings Bank (the  "Bank"),  a federally  chartered  savings
institution,  Financial  Bancorp,  Inc. (the "Holding  Company"),  a corporation
organized under the laws of Delaware,  with both their principal  administrative
offices located at 42-25 Queens Boulevard, Long Island City, New York, and Frank
Latawiec (the "Executive").

     WHEREAS,  both the Bank and the Holding Company  respectively have retained
Executive as President and Chief Executive Officer; and

     WHEREAS,  the Bank  and the  Holding  Company  previously  entered  into an
agreement with Executive dated September 24, 1996 provide  Executive with salary
continuation and continuation of other benefits  enumerated therein in the event
of a change in control of either organization (the "Prior Agreement"); and

     WHEREAS,  the Bank and the Holding  Company,  and the  Executive  desire to
restructure  certain  terms of the Prior  Agreement  and  otherwise to amend and
restate the Prior Agreement in its entirely as set forth in this Agreement:

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and upon the terms and conditions  hereinafter provided the parties hereby agree
as follows:

     1. Position and Responsibility.

     During the period of  employment  hereunder,  Executive  agrees to serve as
President and Chief Executive  Officer of both the Bank and the Holding Company.
Executive  shall render  administrative  and management  services to each entity
such as are customarily performed by persons

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in a similar executive capacity.  Executive also agrees to serve, if elected, as
an Officer and/or Director of any subsidiary of the Bank or the Holding Company.

     2. Chance in Control.

     In the  event of a change in  control  of  either  the Bank or the  Holding
Company ("Change in Control")  occurs,  then subject to the terms and conditions
of this Agreement,  Executive shall be entitled to the payments and benefits set
forth in Sections 3. and 4. of this Agreement.  For purposes of this Agreement a
Change in Control of the Bank or the Holding  Company shall be of a nature that:
(i) would be  required  to be  reported in response to Item 1 (a) of the current
report on Form 8-K, as in effect on the date  hereof,  pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 (the  "Exchange  Act");  or (ii)
results  in a Change in Control of the Bank or the  Holding  Company  within the
meaning of the Home  Owner's  Loan Act of 1933,  as  amended,  and the Rules and
Regulations  promulgated  by the Office of Thrift  Supervision  ("OTS")  (or its
predecessor  agency), as in effect on the date hereof (provided that in applying
the definition of change in control as set forth under the rules and regulations
of the OTS, the Board shall  substitute  its  judgment for that of the OTS);  or
(iii)  without  limitation  such a Change  in  Control  shall be  deemed to have
occurred at such time as (a) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial  owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,  of securities of
the Bank or the Holding Company  representing 20% or more of the combined voting
power of the Bank's or the Holding Company's  outstanding  securities except for
any securities of the Bank purchased by the Holding  Company in connection  with
the conversion of the Bank to the stock form and any securities purchased by any
tax  qualified  employee  benefit  plans of the  Bank;  or (b)  individuals  who
constitute  the Board on the date hereof (the  "Incumbent  Board") cease for any
reason to  constitute  at least a  majority  thereof,  provided  that any person
becoming a director subsequent to the date hereof whose election was

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approved by a vote of at least  three-quarters  of the directors  comprising the
Incumbent  Board,  or whose  nomination  for  election by the Holding  Company's
stockholders  was approved by the same  Nominating  Committee  serving  under an
Incumbent Board, shall be, for purposes of this clause; (b) considered as though
he were a member  of the  Incumbent  Board;  or (c) a plan  for  reorganization,
merger,  consolidation,  sale of all or substantially all the assets of the Bank
or the Holding Company or similar transaction has been approved by the Incumbent
Board and the shareholders, or otherwise occurs upon which the Board so notifies
the OTS of such occurrence,  and in which the Bank or Holding Company is not the
resulting entity; or (d) a proxy statement  soliciting proxies from shareholders
of the Holding  Company,  by someone  other than the current  management  of the
Holding  Company,  seeking  stockholder  approval  of a plan of  reorganization,
merger or  consolidation  of the Holding Company or Bank or similar  transaction
with one or more corporations as a result of which the outstanding shares of the
class of securities then subject to the plan or transaction are exchanged for or
converted  into cash or  property  or  securities  not issued by the Bank or the
Holding Company shall be  distributed;  or (e) a tender offer is made for 20% or
more of the voting securities of the Bank or the Holding Company.

     3. Salary Continuation Payments.

     In the event a Change in Control of either the Bank or the Holding  Company
occurs at any time after the date of this  Agreement,  Executive  shall  receive
payment equal to two (2x) times his then current  annual base salary made to him
in a single sum payment  (subject to applicable  withholding) on the date of the
Change in Control,  without discount for early payment.  Executive shall have no
duty to mitigate the amount of the payment or other benefits received hereunder,
it being agreed and understood that  Executive's  acceptance of other employment
shall not reduce the obligation of the Bank or the Holding Company hereunder.

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     4. Medical and Other Benefits.

     In addition to any statutory right, if applicable,  that Executive may have
with respect to the continuation of medical or other benefits,  the Bank and the
Holding Company shall continue to provide Executive with life,  medical,  dental
and disability  coverage  substantially  identical to the coverage maintained by
the Bank or the Holding Company  immediately  prior to the Change in Control for
the two (2) year period immediately following the Change in Control.

     5. Source of Payments.

     All payments to be made and benefits to be provided in this Agreement shall
be timely paid in cash or check from the general  funds of the Bank and provided
by the Bank. The Holding Company,  however,  unconditionally  guarantees payment
and  provision of all amounts and benefits  due  hereunder to Executive  and, if
such  amounts and  benefits due from the Bank are not timely paid or provided by
the Bank for any reason,  such amounts and benefits shall be paid or provided by
the Holding  Company.  It is agreed and  understood  that the  Executive  is not
entitled to duplicate payments from both the Bank and the Holding Company.

     6. Entire Agreement.

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

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

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     7. 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 as to any act other than that specifically
waived.

     8. Termination of Employment.

     The Bank may terminate Executive's  employment at any time. Executive shall
only be entitled to the payments and benefits hereunder in the event a Change in
Control occurs prior to a termination of Employment.

     9. Required Provisions.

     The following  provisions  are included for the purposes of complying  with
various laws, rules and regulations  applicable to the Bank and, in the event of
a conflict between a Required Provision and another provision of this Agreement,
the Required  Provision  shall  supersede such other provision and be applied to
the extent required by the law, rule or regulation applicable to the Bank.

     (a) If Executive is suspended  from office  and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section  8(e)(3) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(3)  or (g)(1),  the Bank's  obligations  under this contract shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are dismissed, the Bank shall (i) pay Executive all
of the compensation withheld

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while their  contract  obligations  were suspended and (ii) reinstate any of the
obligations which were suspended.

     (b)  If   Executive  is  removed   and/or   permanently   prohibited   from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e)(4) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(4)  or (g)(1),  all obligations of the Bank under this contract shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
contracting parties shall not be affected.

     (c) If the Bank is in default as defined in Section  3(x)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. ss.1813(x)(1) all obligations of the Bank under
this  contract  shall  terminate as of the date of default,  but this  paragraph
shall not affect any vested rights of the contracting parties.

     (d) All  obligations  of the Bank under this contract  shall be terminated,
except to the extent  determined that  continuation of the contract is necessary
for the continued  operation of the institution,  (i) by the Director of the OTS
(or his designee), the FDIC or the Resolution Trust Corporation, at the time the
FDIC enters into an agreement to provide  assistance to or on behalf of the Bank
under the authority  contained in Section 13(c) of the Federal Deposit Insurance
Act, 12 U.S.C. ss.1823(c);  or (ii) by the Director of the OTS (or his designee)
at the time the  Director (or his  designee)  approves a  supervisory  merger to
resolve  problems  related  to the  operations  of the  Bank or when the Bank 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 such
action.

     (e)  Any  payments  made  to  Executive  pursuant  to  this  Agreement,  or
otherwise,  are subject to and conditioned upon compliance with Section 18(k) of
the  Federal  Deposit  Insurance  Act,  12 U.S.C.  ss.1828(k)  and any rules and
regulations promulgated thereunder.

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     (f) In no event shall the aggregate  dollar amount of the  compensation and
benefits,  if  applicable,  payable to the  Executive  under  Sections 3. and 4.
hereof  constituting   "parachute   payments"  within  the  meaning  of  Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended,  exceed three times
the Executive's  average annual total compensation for the last five consecutive
calendar years ending prior to his  termination of employment  with the Bank (or
his entire period of employment with the Bank if less than five calendar years).

     10. Severability.

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

     11. Headings For Reference Only.

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

     12. Governing Law.

     The validity, interpretation, performance and enforcement of this Agreement
shall be governed  by the laws of the State of New York,  but only to the extent
not superseded by federal law.

     13. Arbitration.

     Any dispute or  controversy  arising or in connection  with this  Agreement
shall be settled  exclusively by arbitration,  conducted before a panel of three
arbitrators  sitting in a location selected by Executive within fifty (50) miles
from the  location of the Bank,  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.

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     14. Payment of Costs and Legal Fees.

     All reasonable costs and legal fees paid or incurred by Executive  pursuant
to any dispute or question of interpretation relating to this Agreement shall be
paid or reimbursed by the Bank if Executive is successful on the merits pursuant
to a legal judgment, arbitration or settlement.

     15. Successor to the Bank.

     The Bank  shall  require  any  successor  or  assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the  business or assets of the Bank or the  Holding  Company,
expressly  and  unconditionally  to  assume  and  agree to  perform  the  Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Bank would be required to perform if no such  succession or  assignment  had
taken place.

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     IN WITNESS WHEREOF,  Financial Federal Savings Bank and Financial  Bancorp,
Inc.  have  caused  this  Agreement  to be  executed  by their  duly  authorized
director,  and  Executive  has signed this  Agreement,  on the 16th day of April
1997.

ATTEST:                                  FINANCIAL FEDERAL SAVINGS BANK

/s/ Raymond M. Calamari                  By: /s/ Peter S. Russo
----------------------                   ----------------------
Raymond M. Calamari                      Peter S. Russo

ATTEST:                                  FINANCIAL BANCORP, INC.

/s/ Raymond M. Calamari                  By: /s/ Peter S. Russo
----------------------                   ----------------------
Raymond M. Calamari                      Peter S. Russo

WITNESS:

/s/ Richard J. Hickey                    By: /s/ Frank Latawiec
----------------------                   ----------------------
Richard J. Hickey                        Frank Latawiec