EMPLOYMENT AGREEMENT

      THIS AGREEMENT  entered into this 20th day of February,  1996  ("Effective
Date"),  by and between  Amsterdam  Federal  Savings and Loan  Association  (the
"Association") and John M. Lisicki (the "Employee").

      WHEREAS,  the Employee has heretofore  been employed by the Association as
President  & Chief  Executive  Officer and is  experienced  in all phases of the
business of the Association; and

      WHEREAS,  the parties  desire by this writing to set forth the  continuing
employment relationship of the Association and the Employee.

      NOW, THEREFORE, it is AGREED as follows:

      1. Employment. The Employee is employed in the capacity as the President &
Chief  Executive  Officer of the  Association.  The  Employee  shall render such
administrative  and  management  services to the  Association  and any parent or
HOLDING  COMPANY or subsidiary as are currently  rendered and as are customarily
performed  by persons  situated in a similar  executive  capacity.  The Employee
shall  also  promote,  by  entertainment  or  otherwise,  as and  to the  extent
permitted by law, the business of the  Association  and Parent.  The  Employee's
other  duties shall be such as the Board of Directors  for the  Association  may
from time to time reasonably  direct,  including  normal duties as an officer of
the Association.

      2. Base  Compensation.  The Association  agrees to pay the Employee during
the term of this  Agreement a salary at the rate of $115,000 per annum,  payable
in cash not less frequently than monthly; provided, that the rate of such salary
shall be reviewed by the Board of Directors  not less often than  annually,  and
Employee shall be entitled to receive annually an increase at such percentage or
in such an amount as the Board of Directors in its sole discretion may decide at
such time.

      3.  Discretionary  Bonus. The Employee shall be entitled to participate in
an  equitable  manner  with  all  other  senior  management   employees  of  the
Association in discretionary  bonuses that may be authorized and declared by the
Board of  Directors to its senior  management  employees  from time to time.  No
other  compensation  provided for in this Agreement shall be deemed a substitute
for the Employee's right to participate in such  discretionary  bonuses when and
as declared by the Board of Directors.

      Further,  the  Employee  shall be  entitled  to receive  the  benefit of a
Deferred  Compensation  Agreement  previously  entered into between Employee and
Association,  dated  November  26,  1993,  under  the  terms  outlined  in  that
agreement.


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      4. (a) The Employee  shall be entitled to  participate  in any plan of the
Association  relating to pension,  profit-sharing,  or other retirement benefits
and medical coverage or  reimbursement  plans that the Association may adopt for
the benefit of its employees. Additionally, Employee's dependent family shall be
eligible to participate in medical and dental  insurance  plans sponsored by the
Association or Parent with the cost of such premiums paid by the Association.

            (b) Employee Benefits;  Expenses.  The Employee shall be eligible to
participate in any fringe benefits which may be or may become  applicable to the
Association's senior management employees,  including by example,  participation
in any stock  option or  incentive  plans  adopted by the Board of  directors of
Association or Parent, club memberships,  a reasonable expense account, use of a
company owned automobile, and any other benefits which are commensurate with the
responsibilities  and  functions  to be  performed  by the  Employee  under this
Agreement.   The  Association  shall  reimburse   Employee  for  all  reasonable
out-of-pocket expenses which Employee shall incur in connection with his service
for the Association.

      5. Term. The term of employment of Employee under this Agreement  shall be
for the period  commencing  of the  Effective  Date and ending  thirty-six  (36)
months (not to exceed thirty-six (36) months) thereafter.  Additionally, on each
annual  anniversary  date from the Effective Date, the term of employment  under
this  Agreement  shall be extended for an additional  one year period beyond the
then effective  expiration date upon a determination and resolution of the Board
of Directors that the performance of the Employee has met the  requirements  and
standards of the Board, and that the term of such Agreement shall be extended.

      6.    Loyalty; Noncompetition.

      (a)  The  Employee  shall  devote  his  full  time  and  attention  to the
performance  of  this  employment  under  this  Agreement.  During  the  term of
Employee's employment under this Agreement, the Employee shall not engage in any
business or activity contrary to the business or interests of the Association or
Parent.

      (b) Nothing  contained  in this  Paragraph 6 shall be deemed to prevent or
limit the right of Employee to invest in the capital  stock or other  securities
of any business dissimilar from that of the Association or parent, or, solely as
a passive or minority investor, in any business.

     7. Standards. The Employee shall perform his duties under this Agreement in
accordance with such reasonable  standards expected of employees with comparable
positions in comparable organization and as may be established from time to time
by the Board of Directors.

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      8.  Vacation  and Sick  Leave.  At such  reasonable  times as the Board of
Directors  shall in its  discretion  permit,  the  Employee  shall be  entitled,
without loss of pay, to absent himself  voluntarily  from the performance of his
employment  under this Agreement,  with all such voluntary  absences to count as
vacation time; provided that:

      (a) The Employee shall be entitled to annual  vacation leave in accordance
with the policies as are periodically  established by the Board of Directors for
senior  management  employees of the Association,  which in the case of Employee
shall be a minimum of four weeks.

      (b)  The  Employee  shall  not  be  entitled  to  receive  any  additional
compensation  from the  Association  on account of his failure to take  vacation
leave and Employee shall not be entitled to accumulate  unused vacation from one
fiscal year to the next,  except in either case to the extent  authorized by the
Board of Directors for senior management employees of the Association.

      (c) In addition to the aforesaid  paid  vacations,  the Employee  shall be
entitled without loss of pay, to absent himself voluntarily from the performance
of his employment with the  Association for such additional  periods of time and
for  such  valid  and  legitimate  reasons  as the  Board  of  Directors  in its
discretion may determine.  Further,  the Board of Directors shall be entitled to
grant to the  Employee a leave or leaves of absence  with or without pay at such
time or times and upon such terms and  conditions  as the Board of  Directors in
its discretion may determine.

      (d) In addition,  the  Employee  shall be entitled to an annual sick leave
benefit as established by the Board of Directors for senior management employees
of the Association. In the event that any sick leave benefit shall not have been
used during any year,  such leave shall accrue to  subsequent  years only to the
extent authorized by the Board of Directors for employees of the Association.

      9.    Termination and Termination Pay.

      The Employee's  employment  under this Agreement  shall be terminated upon
any of the following occurrences:

      (a) The death of the Employee during the term of this Agreement,  in which
event the Employee's  estate shall be entitled to receive the  compensation  due
the  Employee  through the last day of the  calendar  month in which  Employee's
death shall have occurred, and for three months thereafter.

     (b) The Board of Directors may terminate the  Employee's  employment at any
time, but any termination by the Board of

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Directors  other  than  termination  for Just  Cause,  shall not  prejudice  the
Employee's  right to  compensation  or other benefits  under the Agreement.  The
Employee shall have no right to receive  compensation  or other benefits for any
period  after  termination  for Just Cause.  Termination  for "Just Cause" shall
include termination because of the Employee's personal dishonesty, incompetence,
willful  misconduct,   breach  of  fiduciary  duty  involving  personal  profit,
intentional failure to perform stated duties, willful violation of any law, rule
or  regulation  (other than  traffic  violations  or similar  offenses) or final
cease-and-desist order, or material breach of any provision of the Agreement.

      (c)  Except as  provided  pursuant  to  Section  12  herein,  in the event
Employee's  employment  under  this  Agreement  is  terminated  by the  Board of
Directors  without Just Cause, the Association shall be obligated to continue to
pay the Employee  the salary  provided  pursuant to Section 2 herein,  up to the
date of termination  of the term  (including any renewal term) of this Agreement
and the cost of Employee  obtaining  all  health,  life,  disability,  and other
benefits  which the Employee  would be eligible to  participate  in through such
date based upon the benefit levels  substantially  equal to those being provided
Employee at the date of termination of employment.

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

      (e) If the  Association  is in default (as  defined in Section  3(x)(1) of
FDIA) all  obligations  under this Agreement  shall  terminate as of the date of
default,  but  this  paragraph  shall  not  affect  any  vested  rights  of  the
contracting parties.

      (f) All obligations  under this Agreement  shall be terminated,  except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the  Association:  (i) by the Director of the Office of
Thrift Supervision ("Director of OTS"), or his or her designee, at the time that
the Federal  Deposit  Insurance  Corporation  ("FDIC") or the  Resolution  Trust
Corporation  enters into an agreement to provide  assistance  to or on behalf of
the Association under the authority  contained in Section 13(c) of FDIA; or (ii)
by the  Director  of the  OTS,  or his or her  designee,  at the  time  that the
Director of the OTS, or his or her  designee  approves a  supervisory  merger to
resolve problems related to operation of the Association or when the Association
is  determined  by  the  Director  of  the  OTS 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.

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      (g) The  voluntary  termination  by the  Employee  during the term of this
Agreement  with the delivery of no less than 60 days written notice to the Board
of Directors,  other than pursuant to Section 12(b),  in which case the Employee
shall be entitled  to receive  only the  compensation,  vested  rights,  and all
employee benefits up to the date of such termination.

      (h) Notwithstanding  anything herein to the contrary, any payments made to
the Employee  pursuant to the Agreement,  or otherwise,  shall be subject to and
conditioned   upon  compliance  with  12  USC  ss.1828(k)  and  any  regulations
promulgated thereunder.

      10.  Suspension  of  Employment  . If the  Employee  is  suspended  and/or
temporarily  prohibited from  participating in the conduct of the  Association's
affairs  by a notice  served  under  Section  8(e)(3)  or (g)(1) of the FDIA (12
U.S.C. 1818(e)(3) and (g)(1)), the Association's obligations under the Agreement
shall be  suspended  as of the date of  service,  unless  stayed by  appropriate
proceedings.  If the charges in the notice are dismissed, the Association shall,
(i) pay the Employee all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate any of its obligations  which were
suspended.

      11. Disability.  If the Employee shall become disabled or incapacitated to
the extent  that he is unable to  perform  his  duties  hereunder,  by reason of
medically determinable physical or mental impairment,  as determined by a doctor
engaged by the Board of  Directors,  Employee  shall  nevertheless  continue  to
receive the compensation and benefits provided under the terms of this Agreement
as follows:  100% of such  compensation  and benefits for a period of 12 months,
but not exceeding the remaining  term of the  Agreement,  and 65% thereafter for
the remainder of the term of the Agreement.  Such benefits noted herein shall be
reduced by any benefits  otherwise  provided to the Employee  during such period
under the provisions of disability  insurance coverage in effect for Association
employees.  Thereafter,  Employee shall be eligible to receive benefits provided
by the  Association  under the  provisions of disability  insurance  coverage in
effect for Association employees. Upon returning to active full-time employment,
the  Employee's  full  compensation  as set  forth  in the  Agreement  shall  be
reinstated as of the date of commencement of such activities.  In the event that
the Employee returns to active  employment on other than a full-time basis, then
his  compensation  (as set  forth in  Paragraph  2 of this  Agreement)  shall be
reduced  in  proportion  to the  time  spent  in said  employment,  or as  shall
otherwise be agreed to by the parties.

      12.   Change in Control.

      (a) Notwithstanding any provision herein to the contrary,  in the event of
the  involuntary  termination  of Employee's  employment  under this  Agreement,
absent Just Cause, in connection with, or

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within twelve (12) months  after,  any change in control of the  Association  or
Parent,  Employee shall be paid an amount equal to the product of 2.99 times the
Employee's  "base  amount"  as defined in  Section  280G(b)(3)  of the  Internal
Revenue  Code of 1986,  as amended  (the  "Code")  and  regulations  promulgated
thereunder. Said sum shall be paid, at the option of Employee, either in one (1)
lump sum within thirty (30) days of such  termination  discounted to the present
value of such payment  using as the discount  rate the "prime rate" as published
in the Wall Street Journal Eastern Edition as of the date of such payment, or in
periodic  payments  over  the  next  36  months  or the  remaining  term of this
Agreement  whichever  is  less,  as  if  Employee's   employment  had  not  been
terminated,  and such  payments  shall be in lieu of any other  future  payments
which the Employee  would be otherwise  entitled to receive  under  Section 9 of
this Agreement.  Notwithstanding the forgoing,  all sums payable hereunder shall
be  reduced  in such  manner and to such  extent so that no such  payments  made
hereunder when  aggregated with all other payments to be made to the Employee by
the Association or the Parent shall be deemed an "excess  parachute  payment" in
accordance  with  Section  280G of the Code and be  subject  to the  excise  tax
provided at Section  4999(a) of the Code. The term "control"  shall refer to the
ownership,  holding  or  power  to  vote  more  than  25%  of  the  Parent's  or
Association's  voting  stock,  the control of the  election of a majority of the
Parent's or Association's  directors, or the exercise of a controlling influence
over the management or policies of the Parent or Association by any person or by
persons  acting as a group within the meaning of Section 13(d) of the Securities
Exchange  Act of 1934.  The term  "person"  means an  individual  other than the
Employee,  or a corporation,  partnership,  trust,  association,  joint venture,
pool, syndicate, sole proprietorship,  unincorporated  organization or any other
form of entity not specifically listed herein.

      (b) Notwithstanding any other provision of this Agreement to the contrary,
Employee may voluntary  terminate his  employment  under this  Agreement  within
twelve (12) months  following a change in control of the  Association or Parent,
and Employee  shall  thereupon  be entitled to receive the payment  described in
Section 12(a) of this Agreement, upon the occurrence, or within ninety (90) days
thereafter,  of any of the following events, which have not been consented to in
advance by the  Employee in writing:  (i) if Employee  would be required to move
his personal  residence or perform his principal  executive  functions more than
thirty-five  (35) miles from the Employee's  primary office as of the signing of
this Agreement;  (ii) if in the  organizational  structure of the Association or
Parent,  Employee  would be required to report to a person or persons other than
the Board of the  Association  or  Parent;  (iii) if the  Association  or Parent
should fail to maintain Employee's base compensation in effect as of the date of
the  Change in Control  and the  existing  employee  benefits  plans,  including
material fringe  benefit,  stock option and retirement  plans;  (iv) if Employee
would  be  assigned  duties  and  responsibilities  other  than  those  normally
associated with his position as referenced at Section 1, herein;

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(v) if Employee  would not be elected or  reelected to the Board of Directors of
the Association; or (vi) if Employee's responsibilities or authority have in any
way been materially diminished or reduced.

      (c)  Arbitration.  Any  controvery  or claim arising out of or relating to
this  Agreement,  or the breach  thereof,  shall be settled  by  arbitration  in
accordance  with the rules then in effect of the district office of the American
Arbitration  Association  ("AAA") nearest to the home office of the Association,
and  judgment  upon the  award  rendered  may be  entered  in any  court  having
jurisdiction hereof, except to the extent that the parties may otherwise reach a
mutual  settlement of such issue.  The  Association  shall incur the cost of all
fees and expenses associated with filing a request for arbitration with the AAA,
whether such filing is made on behalf of the  Association  or the Employee,  and
the costs and  administrative  fees associated with employing the arbitrator and
related  administrative  expenses  assessed by the AAA.  The  Association  shall
reimburse Employee for all costs and expenses,  including reasonable  attorney's
fees,  arising from such dispute,  proceedings or actions,  notwithstanding  the
ultimate  outcome  thereof,  following  the  delivery  of  the  decision  of the
arbitrator or upon delivery of other legal judgment or settlement of the matter.
Such reimbursement  shall be paid within ten (10) days of Employee furnishing to
the  Association  or Parent  evidence,  which may be in the  form,  among  other
things, of a canceled check or receipt, of any costs or expenses incurred by the
Employee.  Any such request for  reimbursement by Employee shall be made no more
frequently than at sixty (60) day intervals.

      13.   Successors and Assigns.

      (a) This  Agreement  shall inure to the benefit of and be binding upon any
corporate or other  successor of the  Association or Parent which shall acquire,
directly or indirectly, by merger, consolidation,  purchase or otherwise, all or
substantially all of the assets or stock of the Association or Parent.

      (b) Since the  Association  is  contracting  for the unique  and  personal
skills of the  Employee,  the  Employee  shall be  precluded  from  assigning or
delegating his rights or duties  hereunder  without first  obtaining the written
consent of the Association.

     14.  Amendments.  No  amendments  or additions to this  Agreement  shall be
binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

     15.  Applicable  Law.  This  agreement  shall be governed  by all  respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of the State of New York,  except to the extent  that  Federal law shall be
deemed to apply.

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     16.  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.

     17. Entire  Agreement.  This Agreement  together with any  understanding or
modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.

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