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                                                                   EXHIBIT 10.10


                             1997 KEY MANAGER PLAN

PURPOSE

This incentive plan is intended to focus the attention of key officers on the
projects, plans and management actions which will maximize the net income goals
of RCSB and, if applicable, the goals of a subsidiary unit.  The plan's purpose
is to provide a simple and flexible approach to meaningful, results-based
incentives.


ELIGIBILITY

"Key Managers" are Officers who:


 .  have managerial responsibilities for a section or department of the
   company,
 .  have been nominated to the program based on their responsibilities,
 .  make a significant direct contribution to the profitability of the
   corporation (or subsidiary unit), and who

 .  are actively employed on the date payments are made. (Termination, for any
   reason other than retirement, forfeits all rights to payments from the
   current plan year as well as deferred payments from previous years.) (If
   approved in advance, an award may be pro-rated for a partial year of service
   due to a start date other than December 1.) Payments are normally made as
   soon as practical following the end of the fiscal year and following the
   approval of management and/or the HR Committee of the Board.

Eligibility for the Key Manager Incentive Plan is approved annually by the CEO
and/or SVP, Administration after nominations are received from Senior Vice
Presidents and Business Heads.  Participation in one year does not guarantee
participation in subsequent years.

Participants in the Key Manager Incentive Plan are not eligible for Corporate
Performance Awards (profit sharing).

FUNDING CRITERIA

An incentive "pool" is created by (a) targeting a payment level based on a
percentage of participant base salaries on the last day of the fiscal year
(November 30), and then (b) multiplying incentive levels according to
performance against plan on two criteria:


 .  Corporate Net Income
 .  Divisional/Individual Contribution to Income

"Corporate Net Income" is measured on an after-tax basis.
"Divisional/Individual Contribution to Income" is measured by establishing one
or more targets which are based on (or directly support):

 .  divisional before-tax income (for divisional personnel), or

 .  individual/departmental goals (for corporate personnel).

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Business Heads (and Sr. Vice Presidents) annually recommend the appropriate
weighting of Corporate vs. Divisional/Individual goals.

Funding normally begins when actual results are at least 85% of plan.  However,
when RCSB's Return on Assets (ROA) exceeds that of "peer banks" (thrifts with
assets between $1-5 billion), corporate funding may begin when net income is as
low as 50% of plan.  This allows a minimal level of funding when corporate
performance is comparatively good despite a difficult banking environment.

Charts are supplied to participants to correlate plan funding with plan
performance - both when RCSB outperforms its peers and when it does not.

PAYMENT OF THE FUNDING POOL

Allocation of the funding "pool" depends on the results of individual objectives
established at the beginning of the year.  After the plan's funding is
determined (as explained on the previous page), individual performance against
objectives is determined.  Individual payments from the funding pool are
adjusted by each Division President for performance against objectives which is
comparatively better or worse than others in the organization.

Positions designated as "direct profit producers" are eligible for payment at
the end of the incentive plan year up to a maximum of 80% of their current base
annual salary.  Any incentive earned above the 80% current year limitation will
be deferred and paid out in 33 1/3% annual installments just following the
beginning of each of the three subsequent fiscal years.  Deferred amounts earn
interest based on the one year Treasury Bill as determined on or about January
1st of each calendar year.

All positions not designated as "direct profit producers" will have a maximum of
40% of their current year annual salary.  Any incentive earned above 40% is
deferred over three years and described in the paragraph above.

Note:

Management has complete discretion to amend the terms of this plan.
Management's discretion includes, but is not limited to, interpretation of
performance measures and funding/allocating the award pool.  For example:

 . Performance interpretation may be affected by externalities which were beyond
  the control of participants - such as tax effects or extraordinary events.

 . Funding may be reduced, postponed or eliminated by extreme shortfalls in
  corporate performance which were beyond the control of participants but which
  nonetheless influence the corporation's ability to pay awards.

Management will also review the choice of performance measures in future plan
years.

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