Exhibit 10.3
                             AMSTERDAM FEDERAL BANK

                                 TARGET BENEFIT

                         SUPPLEMENTAL RETIREMENT BENEFIT

                                    AGREEMENT

                                   AS AMENDED


         THIS SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT, AS AMENDED
(hereinafter  called the "Agreement")  made and entered into as of this 17th day
of March,  1998  (hereinafter  called  the  "Effective  Date"),  by and  between
AMSTERDAM  FEDERAL BANK, a federal  savings bank having its principal  office at
161 Church Street,  P.O. Box 271,  Amsterdam,  New York (hereinafter  called the
"Bank"), and Benjamin W. Ziskin, Vice President (hereinafter called "Officer").



                                   WITNESSETH:


     WHEREAS,  the Officer is the Vice President of the Bank, having been in the
employ of the Bank since 1982; and

     WHEREAS,  the Bank has previously  adopted the Agreement as of November 16,
1993,

         WHEREAS, the Bank wishes to amend such Agreement in certain respects so
as to further promote the purposes of the Agreement;

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants and  obligations  hereinafter  set forth,  and other good and valuable
consideration,  it is hereby agreed by and between the Bank and the Officer that
the Agreement shall be amended and restated in its entirety as follows:

Section 1.        Deferred Compensation Account.

         As of the Effective Date of this Agreement,  and as of the first day of
each calendar year thereafter during the continuance of the Officer's employment
by the Bank,  the Bank shall credit to a unfunded book reserve  established  for
the purposes of providing the Target Benefit under this Agreement,  (hereinafter
called "the Deferred  Compensation  Account") six and 19/100 percent  (6.19%) of
the Officer's annual salary as of such date.


                                        1

<PAGE>



Section 2.        Investments.

         Amounts credited under the Deferred  Compensation  Account  established
under Section 1. of this Agreement  shall be invested by the Bank (either in the
Bank's name or in the name of a trustee through an irrevocable trust arrangement
established by the Bank for this purpose) in one or more  registered  investment
companies under the Investment  Company Act of 1940, to the extent  permitted by
applicable   banking  law,  and/or  in  one  or  more  fixed  income  investment
opportunities  selected  in the sole  discretion  of the Bank.  The value of the
Officer's Deferred  Compensation Account at any given time shall be based solely
on the then value of the investment fund or funds selected hereunder.

Section 3.        Retirement Benefit.

         Upon the  Officer's  termination  of employment  with the Bank,  absent
termination  by the Bank for cause as  specified at Section 6  hereinafter,  the
supplemental  retirement  benefits consisting of the aggregate total of the then
value of all amounts in said Deferred  Compensation  Account as of the Officer's
date of termination from employment shall be payable. Such benefits will be paid
in any one of the following  modes, as determined by the Bank: (i) a single lump
sum payment;  (ii) purchase of a straight life or joint and survivor annuity; or
(iii) monthly  installments  over a period of five, ten or fifteen years. If the
Officer  shall die prior to having  received the total of  installment  payments
specified in clause (iii),  above, the unpaid balance of such  installments will
continue to be paid in monthly  installments  for the  unexpired  portion of the
specified  installment  period,  to  a  designated   beneficiary  or  contingent
beneficiary.

Section 4.        Death Benefit.

         In the event the Officer's  employment  shall  terminate as a result of
death, the amount in the Deferred  Compensation  Account as of the date of death
shall  be  paid  to  the  Officer's   designated   beneficiary,   or  contingent
beneficiary, as the case may be, in one of the following modes, as determined by
the Bank:  (i) a single lump sum payment;  or (ii)  purchase of a straight  life
annuity based upon the designated beneficiary's life expectancy.

Section 5.        Payment to Estate; Change of Beneficiary.

         If  there  is no  designated  beneficiary  living  at the  time  of the
Officer's  death,  the then value of all  amounts in the  Deferred  Compensation
Account,  determined as of the date of the Officer's  death,  shall be paid in a
single  lump  sum  to  the  Officer's  estate.   Any  designated  or  contingent
beneficiary  referred to in Section 3. may be changed by the Officer without the
consent of any prior designated or contingent  beneficiary,  upon written notice
to the bank,  signed by the Officer,  the receipt of which has been acknowledged
in writing by an officer of the Bank.


                                        2

<PAGE>



Section 6.        Forfeiture.

         In case the Officer's employment is terminated by the Bank for cause as
defined at 12 CFR 563.39(b) as determined by the Board of Directors of the Bank,
the Bank shall have no  obligation  to make any  payments  to the Officer or any
designated  beneficiary or contingent  beneficiary  under this Agreement and the
Agreement  shall  terminate  as  of  such  date  the  Officer's   employment  is
terminated.

Section 7.        Designation of Beneficiaries.

         For the purposes of this Agreement, the Officer hereby names as primary
beneficiary(ies),  Lynnette F. Ziskin,  and designates The Estate of Benjamin W.
Ziskin as contingent beneficiary(ies).

Section 8.        Successors and Assigns.

         The right of the  Officer  or any  beneficiary  to the  payment  of the
supplemental  retirement  benefit  payable  under  this  Agreement  shall not be
assigned, transferred,  pledged or encumbered, except by the Officer's last will
and  testament,  or by the  applicable  laws of descent and  distribution.  This
Agreement  will inure to the  benefit of and be binding  upon the  Officer,  the
Officer's legal representatives and estate or interstate  distributees,  and the
Bank,  its  successors  and  assigns,  including  any  successor  by  merger  or
consolidation,  a statutory receiver, or any other person or firm or corporation
to which all or substantially  all of the assets and business of the Bank may be
sold or otherwise transferred.

Section 9.        Creditor Rights.

         The Officer's  rights under this Agreement shall be limited to those of
an unsecured  general creditor of the Bank and the Bank shall have no obligation
to  fund  the  Target  Benefit  supplemental  retirement  benefit  provided  for
hereunder.

Section 10.       No Right to Employment.

         Nothing  contained in this  Agreement  shall be construed as conferring
upon the  Officer  the right to continue in the employ of the Bank as an officer
of the Bank or in any other capacity.


                                        3

<PAGE>



Section 11.       Arbitration of Disputes.

         Any  dispute  between  the  Bank and the  Officer,  any  designated  or
contingent beneficiary,  or the Officer's estate as to the proper interpretation
or  application  of any  provision  of  this  Agreement,  shall  be  settled  by
arbitration, as follows. One arbitrator shall be selected by each of the parties
with a dispute pursuant to this Agreement and a third  arbitrator  chosen by the
two so selected,  and the decision of a majority of the  arbitrators so selected
shall be final and binding upon all of the parties to such dispute.

Section 12.       Termination.

         The Bank's  obligation  to make  payments  under this  Agreement  shall
terminate  following the final payment  required to be made under the applicable
payment option.

Section 13.       Facility of Payment.

         If the Bank shall find that any individual entitled to receive payments
under this  Agreement  is unable to care for his or her affairs  because of age,
lack of capacity,  illness or accident,  the Bank may pay such  benefit,  unless
claim shall have been made therefor by a duly appointed legal representative, to
the spouse, descendant,  other relative, or to a person with whom the individual
entitled to payment  resides,  and any such  payment so made shall be a complete
discharge of the liability of the Bank under this Agreement.

Section 14.       Records.

         The records of the Bank,  the  Retirement  Plan,  and the Savings Plan,
shall be conclusive  in respect of all matters  involved in the  calculation  of
benefits under this Agreement.

Section 15.       Unfunded Arrangement.

         This Agreement is an unfunded supplemental benefit arrangement, subject
to the requirements of Department of Labor Regulation Section 2520.104-23.

Section 16.       Severability.

         A  determination  that any  provision  of this  Agreement is invalid or
unenforceable  shall not  affect the  validity  or  enforceability  of any other
provision hereof.

Section 17.       Authorization to Execute Agreement.

         This Agreement has been approved by the Board of Directors of the Bank,
and the  undersigned  has been  specifically  authorized by the Board to execute
this Agreement on behalf of the Bank.

                                        4

<PAGE>



Section 18.       Entire Agreement; Modifications.

         This instrument  contains the entire  Agreement of the parties relating
to the subject  matter  hereof and  supersedes in its entirety any and all prior
agreements,  understandings  or  representations  relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

Section 19.       Headings.

         The  headings of  sections in this  Agreement  are for  convenience  of
reference  only and are not intended to qualify the meaning of any section.  Any
reference to a section number shall refer to a section of this Agreement, unless
otherwise stated.

Section 20.       Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with  the  laws of the  State  of New  York,  without  reference  to
conflicts of law principles.



                                        5

<PAGE>



         IN WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  in
duplicate,  each of which  shall be deemed to be an original  for all  purposes,
effective as of the day and year first above written.



                                    OFFICER

                                    /s/ Benjamin W. Ziskin

                                    Print Name: Benjamin W. Ziskin

                                    Title:Vice President/Senior Lending Officer


ATTEST:
         By: /s/ Sandra M. Hammond

         Print Name: Sandra M. Hammond


                                    AMSTERDAM FEDERAL BANK



                                    By: /s/ James J. Alescio

                                    Print Name: James J. Alescio

                                    Title: Executive Vice President



ATTEST:
         By: /s/ Sandra M. Hammond

         Print Name: Sandra M. Hammond



                                        6

<PAGE>
                             AMSTERDAM FEDERAL BANK

                                 TARGET BENEFIT

                         SUPPLEMENTAL RETIREMENT BENEFIT

                                    AGREEMENT

                                   AS AMENDED


         THIS SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT, AS AMENDED
(hereinafter  called the "Agreement")  made and entered into as of this 17th day
of March,  1998  (hereinafter  called  the  "Effective  Date"),  by and  between
AMSTERDAM  FEDERAL BANK, a federal  savings bank having its principal  office at
161 Church Street,  P.O. Box 271,  Amsterdam,  New York (hereinafter  called the
"Bank"), and John Lisicki, President (hereinafter called "Officer").



                                   WITNESSETH:


     WHEREAS,  the  Officer is the  President  of the Bank,  having  been in the
employ of the Bank since 1978; and

     WHEREAS,  the Bank has previously  adopted the Agreement as of November 16,
1993,

         WHEREAS, the Bank wishes to amend such Agreement in certain respects so
as to further promote the purposes of the Agreement;

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants and  obligations  hereinafter  set forth,  and other good and valuable
consideration,  it is hereby agreed by and between the Bank and the Officer that
the Agreement shall be amended and restated in its entirety as follows:

Section 1.        Deferred Compensation Account.

         As of the Effective Date of this Agreement,  and as of the first day of
each calendar year thereafter during the continuance of the Officer's employment
by the Bank,  the Bank shall credit to a unfunded book reserve  established  for
the purposes of providing the Target Benefit under this Agreement,  (hereinafter
called "the Deferred Compensation  Account") sixteen and 90/100 percent (16.90%)
of the Officer's annual salary as of such date.


                                        1

<PAGE>



Section 2.        Investments.

         Amounts credited under the Deferred  Compensation  Account  established
under Section 1. of this Agreement  shall be invested by the Bank (either in the
Bank's name or in the name of a trustee through an irrevocable trust arrangement
established by the Bank for this purpose) in one or more  registered  investment
companies under the Investment  Company Act of 1940, to the extent  permitted by
applicable   banking  law,  and/or  in  one  or  more  fixed  income  investment
opportunities  selected  in the sole  discretion  of the Bank.  The value of the
Officer's Deferred  Compensation Account at any given time shall be based solely
on the then value of the investment fund or funds selected hereunder.

Section 3.        Retirement Benefit.

         Upon the  Officer's  termination  of employment  with the Bank,  absent
termination  by the Bank for cause as  specified at Section 6  hereinafter,  the
supplemental  retirement  benefits consisting of the aggregate total of the then
value of all amounts in said Deferred  Compensation  Account as of the Officer's
date of termination from employment shall be payable. Such benefits will be paid
in any one of the following  modes, as determined by the Bank: (i) a single lump
sum payment;  (ii) purchase of a straight life or joint and survivor annuity; or
(iii) monthly  installments  over a period of five, ten or fifteen years. If the
Officer  shall die prior to having  received the total of  installment  payments
specified in clause (iii),  above, the unpaid balance of such  installments will
continue to be paid in monthly  installments  for the  unexpired  portion of the
specified  installment  period,  to  a  designated   beneficiary  or  contingent
beneficiary.

Section 4.        Death Benefit.

         In the event the Officer's  employment  shall  terminate as a result of
death, the amount in the Deferred  Compensation  Account as of the date of death
shall  be  paid  to  the  Officer's   designated   beneficiary,   or  contingent
beneficiary, as the case may be, in one of the following modes, as determined by
the Bank:  (i) a single lump sum payment;  or (ii)  purchase of a straight  life
annuity based upon the designated beneficiary's life expectancy.

Section 5.        Payment to Estate; Change of Beneficiary.

         If  there  is no  designated  beneficiary  living  at the  time  of the
Officer's  death,  the then value of all  amounts in the  Deferred  Compensation
Account,  determined as of the date of the Officer's  death,  shall be paid in a
single  lump  sum  to  the  Officer's  estate.   Any  designated  or  contingent
beneficiary  referred to in Section 3. may be changed by the Officer without the
consent of any prior designated or contingent  beneficiary,  upon written notice
to the bank,  signed by the Officer,  the receipt of which has been acknowledged
in writing by an officer of the Bank.


                                        2

<PAGE>



Section 6.        Forfeiture.

         In case the Officer's employment is terminated by the Bank for cause as
defined at 12 CFR 563.39(b) as determined by the Board of Directors of the Bank,
the Bank shall have no  obligation  to make any  payments  to the Officer or any
designated  beneficiary or contingent  beneficiary  under this Agreement and the
Agreement  shall  terminate  as  of  such  date  the  Officer's   employment  is
terminated.

Section 7.        Designation of Beneficiaries.

         For the purposes of this Agreement, the Officer hereby names as primary
beneficiary(ies),  Jacquelyn Lisicki, and designates John Lisicki,  Jr., Kenneth
Lisicki, and Robert Lisicki as contingent beneficiary(ies).

Section 8.        Successors and Assigns.

         The right of the  Officer  or any  beneficiary  to the  payment  of the
supplemental  retirement  benefit  payable  under  this  Agreement  shall not be
assigned, transferred,  pledged or encumbered, except by the Officer's last will
and  testament,  or by the  applicable  laws of descent and  distribution.  This
Agreement  will inure to the  benefit of and be binding  upon the  Officer,  the
Officer's legal representatives and estate or interstate  distributees,  and the
Bank,  its  successors  and  assigns,  including  any  successor  by  merger  or
consolidation,  a statutory receiver, or any other person or firm or corporation
to which all or substantially  all of the assets and business of the Bank may be
sold or otherwise transferred.

Section 9.        Creditor Rights.

         The Officer's  rights under this Agreement shall be limited to those of
an unsecured  general creditor of the Bank and the Bank shall have no obligation
to  fund  the  Target  Benefit  supplemental  retirement  benefit  provided  for
hereunder.

Section 10.       No Right to Employment.

         Nothing  contained in this  Agreement  shall be construed as conferring
upon the  Officer  the right to continue in the employ of the Bank as an officer
of the Bank or in any other capacity.


                                        3

<PAGE>



Section 11.       Arbitration of Disputes.

         Any  dispute  between  the  Bank and the  Officer,  any  designated  or
contingent beneficiary,  or the Officer's estate as to the proper interpretation
or  application  of any  provision  of  this  Agreement,  shall  be  settled  by
arbitration, as follows. One arbitrator shall be selected by each of the parties
with a dispute pursuant to this Agreement and a third  arbitrator  chosen by the
two so selected,  and the decision of a majority of the  arbitrators so selected
shall be final and binding upon all of the parties to such dispute.

Section 12.       Termination.

         The Bank's  obligation  to make  payments  under this  Agreement  shall
terminate  following the final payment  required to be made under the applicable
payment option.

Section 13.       Facility of Payment.

         If the Bank shall find that any individual entitled to receive payments
under this  Agreement  is unable to care for his or her affairs  because of age,
lack of capacity,  illness or accident,  the Bank may pay such  benefit,  unless
claim shall have been made therefor by a duly appointed legal representative, to
the spouse, descendant,  other relative, or to a person with whom the individual
entitled to payment  resides,  and any such  payment so made shall be a complete
discharge of the liability of the Bank under this Agreement.

Section 14.       Records.

         The records of the Bank,  the  Retirement  Plan,  and the Savings Plan,
shall be conclusive  in respect of all matters  involved in the  calculation  of
benefits under this Agreement.

Section 15.       Unfunded Arrangement.

         This Agreement is an unfunded supplemental benefit arrangement, subject
to the requirements of Department of Labor Regulation Section 2520.104-23.

Section 16.       Severability.

         A  determination  that any  provision  of this  Agreement is invalid or
unenforceable  shall not  affect the  validity  or  enforceability  of any other
provision hereof.

Section 17.       Authorization to Execute Agreement.

         This Agreement has been approved by the Board of Directors of the Bank,
and the  undersigned  has been  specifically  authorized by the Board to execute
this Agreement on behalf of the Bank.

                                        4

<PAGE>



Section 18.       Entire Agreement; Modifications.

         This instrument  contains the entire  Agreement of the parties relating
to the subject  matter  hereof and  supersedes in its entirety any and all prior
agreements,  understandings  or  representations  relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.

Section 19.       Headings.

         The  headings of  sections in this  Agreement  are for  convenience  of
reference  only and are not intended to qualify the meaning of any section.  Any
reference to a section number shall refer to a section of this Agreement, unless
otherwise stated.

Section 20.       Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with  the  laws of the  State  of New  York,  without  reference  to
conflicts of law principles.



                                        5

<PAGE>



         IN WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement  in
duplicate,  each of which  shall be deemed to be an original  for all  purposes,
effective as of the day and year first above written.



                                    OFFICER


                                    /s/ John M. Lisicki

                                    Print Name: John M. Lisicki

                                    Title: President


ATTEST:
         By: /s/ Sandra M. Hammond

         Print Name: Sandra M. Hammond


                                    AMSTERDAM FEDERAL BANK



                                    By: /s/ Benjamin W. Ziskin

                                    Print Name: Benjamin W. Ziskin

                                    Title: Vice President/Senior Lending Officer



ATTEST:
         By: /s/ Sandra M. Hammond

         Print Name: Sandra M. Hammond



                                        6