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                                                                    EXHIBIT 10.9

                           BENEFIT RESTORATION PLAN OF


                             THE ROSLYN SAVINGS BANK

                            Effective January 1, 1993
                (amended and restated effective January 1, 1997)

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                                TABLE OF CONTENTS

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                                                                          Page
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<S>                                                                       <C>
Preamble

Article 1 -    Definitions                                                 1

Article 2 -    Eligibility and Participation                               3

Article 3 -    Retirement Date                                             4

Article 4 -    Supplemental Retirement Benefits                            4

Article 5 -    Supplemental Savings Benefits                               5

Article 6 -    Supplemental ESOP Benefits                                  6

Article 7 -    Payment of Benefits                                         6

Article 8 -    Modes of Benefit Payment                                    7

Article 9 -    Death Benefits                                              8

Article 10 -   Unfunded Plan                                               9

Article 11 -   Administration                                             10

Article 12 -   Amendment or Termination                                   11

Article 13 -   General Provisions                                         11
</TABLE>

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                                    PREAMBLE

The Benefit Restoration Plan of The Roslyn Savings Bank (the "Plan") was adopted
effective as of January 1, 1993, and is amended and restated as of January 1,
1997. The purpose of the Plan is to permit certain employees of The Roslyn
Savings Bank (the "Employer") to receive supplemental retirement income from the
Employer when such amounts cannot be paid from the Retirement Plan of The Roslyn
Savings Bank in RSI Retirement Trust, The Roslyn Savings Bank 401(k) Savings
Plan in RSI Trust, and/or The Roslyn Savings Bank Employee Stock Ownership Plan,
all tax-qualified retirement plans, due to the reductions and other limitations
imposed by Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the
Internal Revenue Code of 1986, as amended.

The Plan is intended to be an unfunded, non-qualified deferred compensation
plan. Neither the Employer, the Committee, nor the individual members of the
Committee shall segregate or otherwise identify specific assets to be applied to
the purposes of the Plan, nor shall any of them be deemed to be a trustee of any
amounts to be paid under the Plan. Any liability of the Employer to any person
with respect to benefits payable under the Plan shall be based solely upon such
contractual obligations, if any, as shall be created by the Plan, and shall give
rise only to a claim against the general assets of the Employer. No such
liability shall be deemed to be secured by any pledge or any other encumbrance
on any specific property of the Employer.

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                                    ARTICLE 1
                                   Definitions

       The following words and phrases shall have the meanings hereafter
ascribed to them. Those words and phrases which have limited application are
defined in the respective Articles in which they appear.

       1.1    "Bank" means The Roslyn Savings Bank, having its principal office
at 1400 Old Northern Boulevard, Roslyn, New York 11576, and its successors or
assigns.

       1.2    "Basic ESOP" means The Roslyn Savings Bank Employee Stock
Ownership Plan, as amended from time to time.

       1.3    "Basic ESOP Benefit" means the benefit paid to a Participant under
the Basic ESOP and includes benefits payable upon Normal Retirement, Early
Retirement, death or termination of service.

       1.4    "Basic Retirement Plan" means The Retirement Plan of The Roslyn
Savings Bank in RSI Retirement Trust, as amended from time to time.

       1.5    "Basic Retirement Plan Retirement Benefit" means the benefit paid
to a Participant under the Basic Retirement Plan and includes benefits payable
upon Normal Retirement, Early Retirement, Postponed Retirement, death or
termination of service.

       1.6    "Basic Retirement Plan Surviving Spouse Benefit" means the benefit
payable to a Participant's surviving spouse or eligible children under the Basic
Retirement Plan upon the Participant's death, if any.

       1.7    "Basic Savings Plan" means The Roslyn Savings Bank 401(k) Savings
Plan in RSI Retirement Trust, as amended from time to time.

       1.8    "Basic Savings Plan Savings Benefit" means the benefit paid to a
Participant under the Basic Savings Plan and includes benefits payable upon
Normal Retirement, Early Retirement, Postponed Retirement, death or termination
of service.

       1.9    "Basic Savings Plan Surviving Spouse Benefit" means the benefit
payable to a Participant's surviving spouse under the Basic Savings Plan upon
the Participant's death prior to a distribution of the Participant's entire
Basic Savings Plan account balance.

       1.10   "Board" means the Board of Directors of the Bank, as duly
constituted from time to time.

       1.11   "Code" means the Internal Revenue Code of 1986, as amended from
time to time (including the corresponding provisions of any succeeding law).

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       1.12   "Committee" means the Plan's administrative committee, as
appointed by the Board to administer the Plan, as described in Article 11
hereof.

       1.13   "Compensation" means the base compensation receivable by an
Employee from the Employer for the calendar year, prior to any reduction
pursuant to any compensation reduction agreement. Compensation excludes
contributions made by the Employer to any tax-qualified pension or savings plan,
or insurance, welfare or other employee benefit plan other than by any such
compensation reduction agreement.

       1.14   "Deferral Credit Account" means the account maintained in the name
of the Employer, on behalf of each Participant, pursuant to Articles 5 and 6
hereof.

       1.15   "Effective Date" means January 1, 1993. The Plan is restated
effective as of January 1, 1997.

       1.16   "Employee" means a person who is employed by the Employer.

       1.17   "ESOP Benefit" means the deferred compensation ESOP benefit
provided to Participants and their beneficiaries in accordance with the
applicable provisions of the Plan.

       1.18   "Employer" means the Bank and any subsidiary or affiliated
corporation which, with the approval of the Board and subject to such conditions
as the Board may impose, adopts the Plan, and any successor or successors of any
of them.

       1.19   "Employer Stock" means the common stock of Roslyn Bancorp, Inc.

       1.20   "Participant" means an Employee who has been designated by the
Employer as eligible to participate in the Plan and chooses to do so, pursuant
to the provisions of Article 2 hereof.

       1.21   "Plan" means the Benefit Restoration Plan of The Roslyn Savings
Bank, as herein set forth, and as it may hereafter be amended from time to time.

       1.22   "Plan Year" means the calendar year.

       1.23   "Retirement Income Benefit" means the deferred compensation
retirement income benefit provided to Participants and their beneficiaries in
accordance with the applicable provisions of the Plan.

       1.24   "Savings Benefit" means the deferred compensation savings benefit
provided to Participants and their beneficiaries in accordance with the
applicable provisions of the Plan.

       1.25   "Supplemental Surviving Spouse Benefit" means the survivor death
benefit payable to a Participant's surviving spouse, pursuant to the provisions
of Article 9 hereof.

                                       2

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       1.26   "Termination for Cause" means termination of employment because of
the Participant's personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform
stated duties, or willful violation of any law, rule or regulation (other than
traffic violations or similar offenses). The basis for any Employee's
Termination for Cause shall be determined by the Board in its sole discretion.

Words importing males shall be construed to include females and the singular
shall be construed to include the plural, and vice versa, wherever appropriate.

                                    ARTICLE 2
                          Eligibility and Participation

       2.1    Since this Plan is a restatement of an existing plan, all
Employees and former Employees who are Participants in the existing plan on the
date of restatement shall immediately become Participants in this Plan. Upon
adoption of this restatement, additional employees who are members of a select
group of management or highly compensated employees (as such group is determined
by the Board), who participate in the Basic Retirement Plan, the Basic Savings
Plan, and/or the Basic ESOP, are immediately eligible to participate in the
Plan. An Employee's participation in the Plan shall commence upon designation by
the Board, as of a date specified by the Board; provided, however, the
Participant's contributions to, or benefits under, the Basic Retirement Plan,
the Basic Savings Plan, and/or the Basic ESOP are reduced or restricted by
reason of the application of the limitations imposed by one or more of the
following: (i) Section 401(a)(17) of the Code, (ii) Section 401(k)(3) of the
Code, (iii) Section 401(m) of the Code, (iv) Section 402(g) of the Code, or (v)
Section 415 (including provision under the Basic ESOP to assure the
applicability of Section 415(c)(6)) of the Code. Notwithstanding the foregoing,
reductions of Employer matching contributions to the Basic Savings Plan which
resulted from the application of Section 402(g) of the Code between January 1,
1987 and the Effective Date shall be recognized under the Plan with respect to
Participants who entered the Plan as of the Effective Date.

       2.2    The Bank may, from time to time, remove any Participant from
participation in the Plan; provided, however, that such removal will not reduce
the amount of Retirement Income Benefit and/or Savings Benefit and/or ESOP
Benefit credited to the Participant under the Plan, as determined as of the date
of such Participant's removal. A Participant so removed shall remain a
Participant until all benefits are distributed in accordance with the provisions
of the Plan, but shall defer no further Compensation under the Plan after the
date of removal.

       2.3    The Committee shall provide each eligible Employee with
appropriate forms for participation in the Plan.

       2.4    For purposes of Article 5 hereof, in the absence of a specific
designation under the Plan, amounts shall be invested on behalf of each
Participant, to the extent made available by

                                       3

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the Employer pursuant to Article 10 hereof, in the same manner as directions
filed under the Basic Savings Plan.

                                    ARTICLE 3
                                 Retirement Date

       3.1    A Participant's "Retirement Date" shall be his date of actual
retirement, which may be his or her Normal, Early or Postponed Retirement Date
(as defined below), whichever is applicable pursuant to the following Sections
of this Article 3.

       3.2    A Participant's Normal Retirement Age shall be the 65th
anniversary of his birth. Such Participant's Normal Retirement Date shall be the
date coinciding with his normal retirement date under the Basic Retirement Plan.

       3.3    A Participant may retire on an Early Retirement Date, which shall
be the date coinciding with the initial distribution of an early retirement
benefit under the Basic Retirement Plan.

       3.4    If a Participant continues in the employment of the Employer
beyond his Normal Retirement Date, the date coinciding with postponed retirement
under the Basic Retirement Plan shall be the Participant's Postponed Retirement
Date.

                                    ARTICLE 4
                        Supplemental Retirement Benefits

       4.1    The supplemental Retirement Income Benefit payable to an eligible
Participant in the form of a life annuity, commencing on Normal, Early or
Postponed Retirement Date, as the case may be, shall be equal to the difference
between (a) and (b) as stated below:

       (a)    The monthly amount of Basic Retirement Plan Retirement Benefit
payable upon Normal, Early or Postponed Retirement Date, as the case may be, to
which the Participant would have been entitled under the Basic Retirement Plan,
if such benefit were calculated under the Basic Retirement Plan without giving
effect to the limitations and restrictions imposed by the application of Code
Sections 401(a)(17) and 415, or any successor provisions thereto.

       (b)    The monthly amount of Basic Retirement Plan Retirement Benefit
payable upon Normal, Early or Postponed Retirement Date, as the case may be,
actually payable to the Participant under the Basic Retirement Plan, after the
limitations and restrictions imposed by the application of Code Sections
401(a)(17) and 415, or any successor provisions thereto; provided, however, that
in determining the Code Section 415(e) combined limitation defined contribution
plan fraction, if applicable, for purposes of this paragraph (b), the "sum of
the annual additions" numerator of such fraction shall be calculated by ignoring
pre-tax (basic) or post-tax participant

                                       4

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contributions to the Employer's defined contribution plan, during any year, that
did not result in an Employer matching contribution.

       4.2    With respect to eligible Participants who terminate their
employment other than on a Retirement Date specified in Article 3, the
supplemental vested Retirement Income Benefit payable in the form of a life
annuity, commencing on the date the Participant is eligible for a vested
retirement benefit under the Basic Retirement Plan, shall be equal to the
difference between (a) and (b) as stated below:

       (a)    The monthly amount of the vested Basic Retirement Plan Retirement
Benefit payable upon termination of service to which the Participant would have
been entitled under the Basic Retirement Plan, if such benefit were calculated
under the Basic Retirement Plan without giving effect to the limitations and
restrictions imposed by the application of Code Sections 401(a)(17) and 415, or
any successor provisions thereto.

       (b)    The monthly amount of the vested Basic Retirement Plan Retirement
Benefit payable upon termination of service actually payable to the Participant
under the Basic Retirement Plan, after the limitations and restrictions imposed
by the application of Code Sections 401 (a)(17) and 415, or any successor
provisions thereto; provided however, that in determining the Code Section
415(e) combined limitation defined contribution plan fraction, if applicable,
for purposes of this paragraph (b), the "sum of the annual additions" numerator
of such fraction shall be calculated by ignoring pre-tax (basic) or post-tax
participant contributions to the Employer's defined contribution plan, during
any year, which did not result in an Employer matching contribution.

                                    ARTICLE 5
                          Supplemental Savings Benefits

       5.1    The Savings Benefit under the Plan shall equal any matching or
other Employer provided benefit to the extent provided for under the Basic
Savings Plan, less any such amount actually contributed to the Basic Savings
Plan (to the extent permitted by the terms thereof, taking into account the
limitations and restrictions imposed by the application of Code Sections
401(a)(17), 401(k)(3), 401(m), 402(g) and 415, or any successor provisions
thereto), and gains and losses attributable to Employer contributions provided
for under the Plan. Reductions of Employer matching contributions to the Basic
Savings Plan which resulted from the application of Code Section 402(g) between
January 1, 1987, and the Effective Date shall be part of the Savings Benefit
under the Plan.

       5.2    Employer credits under the Plan shall be booked by the Employer to
a Deferral Credit Account, maintained in the name of the Employer, on behalf of
each Participant.

       5.3    Each Deferral Credit Account maintained by the Employer shall be
credited on behalf of each Participant as soon as administratively practicable,
but in no event later than March

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15 of the Plan Year following the Plan Year in which Basic Savings Plan
contributions on behalf of the Participant were limited or restricted.

                                    ARTICLE 6
                           Supplemental ESOP Benefits

       6.1    The ESOP Benefit under the Plan shall equal the difference between
the number of shares of stock, and dividends paid thereon, that would have been
allocated to a Participant's Account under the Basic ESOP but for the
limitations and restrictions imposed by Sections 401(a)(17), 401(m) and 415
(including limitations imposed by the Basic ESOP to assure the application of
Section 415(c)(6)) of the Code, less the number of shares of stock, and
dividends paid thereon, actually allocated to the Participant's Basic ESOP
account and an account equal to any cash dividends paid on such shares during
the period such shares of stock and dividends would have been allocated to the
Participant's Basic ESOP account had the above referenced limitations not been
applicable.

       6.2    Employee credits under the Plan shall be booked by the Employer to
a Deferral Credit Account, maintained in the name of the Employer on behalf of
each Participant.

       6.3    Each Deferral Credit Account maintained by the Employer shall be
credited on behalf of each Participant as soon as administratively practicable
but in no event later than March 15 of the Plan Year following the Plan Year in
which allocations to a Participant's Basic ESOP account were limited or
restricted; provided, however, that such amounts shall be credited as soon as
practicable without regard to any specific date for any ESOP Benefit
attributable to the first plan year of the Basic ESOP.

                                    ARTICLE 7
                               Payment of Benefits

       7.1    Subject to Section 13.4, Participants shall have a one hundred
percent (100%) non-forfeitable right to benefits under the Plan.

       7.2    The Retirement Income Benefit payable to an eligible Participant,
commencing upon receipt of a distribution under the Basic Retirement Plan,
shall, unless an optional mode of payment is elected pursuant to Section 8.2, be
paid over the same period, to the same persons and in the same benefit form as
the Participant shall have elected with respect to benefits under the Basic
Retirement Plan.

         7.3 The Savings Benefit payable to an eligible Participant upon receipt
of a distribution under the Basic Savings Plan shall be equal to that portion of
all amounts credited to the Participant's Deferral Credit Account which are
attributable to benefits credited to the Participant

                                       6

<PAGE>

under Article 5, plus earnings, payable in a single lump sum, unless an optional
mode of payment is elected pursuant to Section 8.2.

       7.4    The ESOP Benefit payable to an eligible Participant upon receipt
of a distribution under the Basic ESOP shall be equal to that portion of all
amounts credited to the Participant's Deferral Credit Account which are
attributable to benefits credited to the Participant under Article 6, plus
earnings, payable in a single lump sum.

                                    ARTICLE 8
                            Modes of Benefit Payment

       8.1    Except as otherwise provided in the following paragraph, any
Retirement Income Benefit and/or Savings Benefit payable under the Plan to a
Participant, beneficiary, joint or contingent annuitant or eligible child, shall
be payable in the modes provided by, and subject to the provisions of, the Basic
Retirement Plan and/or Basic Savings Plan, respectively, as the case may be.
Retirement Income Benefits paid from the Plan in a form other than a life
annuity shall be the actuarial equivalent of a life annuity, utilizing the
actuarial equivalent factors set forth in the Basic Retirement Plan and applied
to obtain the optional mode of payment thereunder. A Participant's ESOP Benefit
shall be paid to the Participant or his beneficiary (as determined under the
Basic ESOP) in a single lump sum payment.

       The Committee, in its sole discretion and consistent with the best
interests of the Employer, may distribute any Retirement Income Benefit payable
under the Plan to a Participant, beneficiary, joint or contingent annuitant, or
eligible child, as a single lump sum benefit, using the actuarial equivalent
factors set forth in the Basic Retirement Plan for lump-sum cashouts. In
exercising its discretion hereunder, the Committee shall not be bound by any
request by a Participant, beneficiary, joint or contingent annuitant, or
eligible child, to receive Retirement Income Benefits payable under the Plan as
a single lump-sum benefit.

       8.2    Except with respect to receipt of a lump sum benefit under Section
8.1, any election for an optional mode of benefit payment made by a Participant
under the Basic Retirement Plan and/or Basic Savings Plan, shall also be
effective with respect to any Retirement Income Benefit and/or Savings Benefit,
as the case may be, payable under the Plan to a Participant, beneficiary, joint
or contingent annuitant, or eligible child.

       8.3    Payment of any Retirement Income Benefit and/or Savings Benefit
and/or ESOP Benefit under the Plan shall commence on the same date as payment of
a Basic Retirement Plan and/or Savings Plan and/or ESOP Benefit distribution
payable to a Participant or beneficiary, and, except with respect to receipt of
a lump sum benefit under Section 8.1, shall terminate on the date of last
payment of Basic Retirement Plan and/or Savings Plan distribution, as the case
may be.

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                                    ARTICLE 9
                                 Death Benefits

     9.1  Upon the death of: (i) a Participant who has not terminated from
employment prior to his Retirement Date as defined in Section 3.1, or (ii) a
Participant who retires on a Retirement Date as defined in Section 3.1 and dies
prior to the complete distribution of Basic Retirement Plan Retirement Benefits
and/or Basic Savings Plan Savings Benefits and/or Basic ESOP Benefit as the case
may be, benefits shall be payable as set forth in Sections 9.2, 9.3 and 9.4.

     9.2  With respect to Retirement Income Benefits, if a Basic Retirement Plan
pre-retirement survivor annuity or post retirement survivor annuity, as the case
may be, is payable to a Participant's surviving spouse or eligible children, if
applicable, a supplemental pre-retirement survivor annuity or post retirement
survivor annuity, as the case may be, shall be payable to the surviving spouse
or eligible children, if applicable, under the Plan. The monthly amount of this
Supplemental Surviving Spouse Benefit payable to a surviving spouse or eligible
children, if applicable, shall be equal to the difference between (a) and (b) as
stated below:

     (a)  the monthly amount of Basic Retirement Plan pre-retirement survivor
annuity or post retirement survivor annuity, as the case may be, to which the
surviving spouse or eligible children if applicable, would have been entitled
under the Basic Retirement Plan, if such benefit were calculated under the Basic
Retirement Plan without giving effect to the limitations and restrictions
imposed by the application of Code Sections 401(a)(17) and 415, or any successor
provisions thereto, and

     (b)  the monthly amount of Basic Retirement Plan pre-retirement survivor
annuity or post retirement survivor annuity, as the case may be, actually
payable to the surviving spouse or eligible children, if applicable, under the
Basic Retirement Plan, over the limitations imposed by the application of Code
Sections 401(a)(17) and 415, or any successor provisions thereto.

     9.3  The supplemental pre-retirement survivor annuity or post retirement
survivor annuity shall be payable over the lifetime of the surviving spouse, or
to eligible children to the extent provided in the Basic Retirement Plan, in
monthly installments commencing on the same date as payment of the Basic
Retirement Plan pre-retirement survivor annuity or post retirement survivor
annuity, as the case may be, and shall terminate on the date of the last payment
of the Basic Retirement Plan pre-retirement survivor annuity or post retirement
survivor annuity, as the case may be.

     9.4  With respect to Savings Benefits, all amounts credited to the
Participant's Deferral Credit Account which are attributable to benefits
credited to the Participant under Article 5, plus earnings, shall be payable in
a single lump sum to the Participant's surviving spouse, if any, as a
Supplemental Surviving Spouse Benefit, unless an optional mode has been elected
pursuant to Article 8 hereof.

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     9.5  With respect to ESOP Benefits, all amounts credited to a Participant's
Deferral Credit Account which are attributable to amounts credited to the
Participant under Article 6, plus earnings, shall be payable in a single lump
sum to the Participant's surviving spouse, if any, or other beneficiary who is
entitled to receive benefits under the Basic ESOP, as a Supplemental Surviving
Spouse Benefit.

     9.6  Upon the death of a Participant under the circumstances set forth in
clauses (i) and (ii) of Section 9.1, if no Basic Retirement Plan Surviving
Spouse Benefit, and/or Basic Savings Plan Surviving Spouse Benefit, as the case
may be, is payable, (a) no further Retirement Income Benefit shall be payable,
unless an optional mode has been elected pursuant to Article 7, and (b) all
amounts credited to the Participant's Deferral Credit Account pursuant to the
provisions of Article 5 hereof shall be payable to the Participant's designated
beneficiary in a single lump sum, unless an optional mode has been elected
pursuant to Article 8 hereof.

                                   ARTICLE 10
                                  Unfunded Plan

     10.1 The Plan shall be administered as an unfunded plan and is not intended
to meet the qualification requirements of Sections 401(a) and 401(k) of the
Code. No Participant or beneficiary shall be entitled to receive any payment or
benefits under this Plan from the qualified trusts maintained in connection with
the Basic Retirement Plan, Basic Savings Plan, or Basic ESOP.

     10.2 The Employer shall have the right to establish a reserve, establish a
trust or make any investment for the purposes of satisfying its obligation
hereunder for payment of benefits, including, but not limited to investments in
Employer Stock or one or more registered investment companies under the
Investment Company Act of 1940, as amended, to the extent permitted by
applicable law; provided, however, that no Participant or beneficiary shall have
any interest in such investment, trust, or reserve.

     10.3 To the extent that any Participant or beneficiary acquires a right to
receive benefits under the Plan, such rights shall be no greater than those
rights which guarantee to the Participant or beneficiary, the strongest claim to
such benefits without resulting in the Participant's or beneficiary's,
constructive receipt of such benefits.

     10.4 With respect to any Savings Benefit, a Participant may request that
the Committee invest one hundred percent (100%) of the Participant's Deferral
Credit Account pursuant to the provisions of Article 5 hereof in any of the then
available investment funds, if any, pursuant to Section 10.2, or alternatively,
in Employer Stock or any combination of available investment funds (so long as
the total of such investment request equals one hundred percent (100%)) and may
modify such request of the Committee from time to time. Any such request by a
Participant hereunder may be acted upon by the Committee in its sole discretion.
A Participant's Deferral Credit Account may not be encumbered or assigned by a
Participant or any beneficiary.

                                       9

<PAGE>

     10.5 A Participant or beneficiary with a Retirement Income Benefit and/or
Savings Benefit and/or ESOP Benefit under the Plan shall be an unsecured
creditor of the Employer as to any benefit payable under the Plan.

                                   ARTICLE 11
                                 Administration

     11.1 Except for the functions reserved to the Employer or its Board, the
administration of the Plan shall be the responsibility of the Committee. The
Committee shall consist of three (3) or more persons designated by the Board.
Members of the Committee shall serve for such terms as the Board shall determine
and until their successors are designated and qualified. Any member of the
Committee may resign upon at least sixty (60) days written notice to the Board,
or may be removed from office by the Board for failure or inability to carry out
his or her responsibilities in an effective manner.

     11.2 The Committee shall have the power and the duty to take all actions
and to make all decisions necessary or proper to carry out the Plan. The
determination of the Committee as to any question involving the general
administration and interpretation of the Plan shall be final, conclusive and
binding. Any discretionary actions to be taken under the Plan by the Committee
shall be uniform in their nature and applicable to all persons similarly
situated. Without limiting the generality of the foregoing, the Committee shall
have the following powers and duties:

          (a) the duty to furnish to all Participants, upon request, copies of
the Plan and to require any person to furnish such information as it may request
for the purpose of the proper administration of the Plan as a condition to
receiving any benefits under the Plan;

          (b) the duty to make and enforce such rules and regulations and
prescribe the use of such forms as it shall deem necessary for the efficient
administration of the Plan;

          (c) the duty to interpret the Plan, and to resolve ambiguities,
inconsistencies and omissions, which findings shall be binding, final and
conclusive;

          (d) the duty to decide on questions concerning the Plan in accordance
with the provisions of the Plan;

          (e) the duty to determine the amount of benefits which shall be
payable to any person in accordance with the provisions of the Plan and to
provide a full and fair review to any Participant whose claim for benefits has
been denied in whole or in part;

          (f) the power to designate a person who may or may not be a member of
the Committee as Plan "Administrator." If the Committee does not so designate an
Administrator, the Committee shall be the Plan Administrator;

                                       10

<PAGE>

          (g) the power to allocate any such powers and duties to or among
individual members of the Committee; and

          (h) the power to designate persons other than Committee members to
carry out any duty or power which would otherwise be a responsibility of the
Committee or Administrator, under the terms of the Plan.

     11.3 To the extent permitted by law, the Committee and any person to whom
it may delegate any duty or power in connection with administering the Plan, the
Bank, any Employer, and the officers and directors thereof, shall be entitled to
rely conclusively upon, and shall be fully protected in any action taken or
suffered by them in good faith in the reliance upon, any actuary, counsel,
accountant, other specialist, or other person selected by the Committee, or in
reliance upon any tables, valuations, certificates, opinions or reports which
shall be furnished by any of them. Further, to the extent permitted by law, no
member of the Committee, nor the Bank, any Employer, nor the officers or
directors thereof, shall be liable for any neglect, omission or wrongdoing of
any other members of the Committee, agent, officer or employee of the Bank or
any Employer. Any person claiming benefits under the Plan shall look solely to
the Employer for redress.

     11.4 All expenses incurred prior to the termination of the Plan that shall
arise in connection with the administration of the Plan (including, but not
limited to administrative expenses, proper charges and disbursements,
compensation and other expenses and charges of any actuary, counsel, accountant,
specialist, or other person who shall be employed by the Committee in connection
with the administration of the Plan), shall be paid by the Employer.

                                   ARTICLE 12
                            Amendment or Termination

     12.1 The Board shall have the power to suspend or terminate the Plan in
whole or in part at any time, and from time to time to extend, modify, amend or
revise the Plan in such respects as the Board, by resolution, may deem
advisable; provided, however, that no such extension, modification, amendment,
revision, or termination shall deprive a Participant or any beneficiary of any
benefit payable under the Plan at the time of such extension, modification,
amendment, revision, or termination.

                                   ARTICLE 13
                               General Provisions

     13.1 The Plan shall not be deemed to constitute a contract of employment
between the Employer and any Employee or other person, whether or not in the
employ of the Employer, nor shall anything herein contained be deemed to give
any Employee or other person, whether or not in the employ of the Employer, any
right to be retained in the employ of the Employer, or to

                                       11

<PAGE>

interfere with the right of the Employer to discharge any Employee at any time
and to treat such Employee without any regard to the effect which such treatment
might have upon such Employee as a Participant of the Plan.

     13.2 Except as may otherwise be required by law, no distribution or payment
under the Plan to any Participant or beneficiary shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, whether voluntary or involuntary, and any attempt to so anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be
void; nor shall any such distribution or payment be in any way liable for or
subject to the debts, contracts, liabilities, engagements or torts of any person
entitled to such distribution or payment. If any Participant or beneficiary is
adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge any such distribution or payment, voluntarily
or involuntarily, the Committee, in its sole discretion, may cancel such
distribution or payment or may hold or cause to be held or applied such
distribution or payment, or any part thereof, to or for the benefit of such
Participant or beneficiary, in such manner as the Committee shall direct.

     13.3 If the Employer determines that any person entitled to payments under
the Plan is incompetent by reason of physical or mental disability, it may cause
all payments thereafter becoming due to such person to be made to any other
person for the benefit of the incompetent person, without responsibility to
follow application of amounts so paid. Payments made pursuant to this provision
shall completely discharge the Plan, the Employer and the Committee.

     13.4 If the Bank determines that any Participant entitled to payments under
the this Plan separates from service as a result of Termination for Cause, the
Bank may cause all payments thereafter becoming due to such Participant to be
forfeited under the Plan.

     13.5 The Employer shall be the sole source of benefits under the Plan, and
each Employee, Participant, beneficiary, or any other person who shall claim the
right to any payment or benefit under the Plan shall be entitled to look solely
to the Employer for payment of benefits.

     13.6 If the Employer is unable to make payment to any Participant,
beneficiary, or any other person to whom a payment is due under the Plan,
because it cannot ascertain the identity or whereabouts of such Participant,
beneficiary, or other person after reasonable efforts have been made to identify
or locate such person (including a notice of the payment so due mailed to the
last known address of such Participant, beneficiary, or other person shown on
the records of the Employer), such payment and all subsequent payments otherwise
due to such Participant, beneficiary or other person shall be forfeited
twenty-four (24) months after the date such payment first became due; provided,
however, that such payment and any subsequent payments shall be reinstated,
retroactively, no later than sixty (60) days after the date on which the
Participant, beneficiary, or other person is identified or located.

     13.7 If upon the payment of any benefits under the Plan, the Employer shall
be required to withhold any amounts with respect to such payment by reason of
any federal, state or local tax

                                       12

<PAGE>

laws, rules or regulations, then the Employer shall be entitled to deduct and
withhold such amounts from any such payments. In any event, such person shall
make available to the Employer, promptly when requested by the Employer,
sufficient funds or other property to meet the requirements of such withholding.
Furthermore, the Employer shall be entitled to take and authorize such steps as
it may deem advisable in order to have the amounts required to be withheld made
available to the Employer out of any funds or property due to become due to such
person, whether under the Plan or otherwise.

     13.8 The provisions of the Plan shall be construed, administered and
governed under applicable federal laws and the laws of the State of New York.

                                       13

<PAGE>

The Roslyn Savings Bank has amended and restated this Plan, to be executed by a
designee of the Board and duly attested, on this the 24/th/ day of June, 1997.

ATTEST:                                    THE ROSLYN SAVINGS BANK

/s/ Arthur Toohig                          By /s/ Joseph L. Mancino
---------------------------                   --------------------------------
                                              Joseph L. Mancino

                                       14

<PAGE>

                             BENEFIT RESTORATION OF

                             THE ROSLYN SAVINGS BANK

               (As Amended and Restated Effective January 1, 1997)

                               AMENDMENT NUMBER 2

  Pursuant to Section 12.1 of the Benefit Restoration Plan of The Roslyn Savings
  Bank (the "Plan"), as amended to date, the Plan is further amended as follows,
  effective February 1, 2003:

1.   The first paragraph of the "Preamble" to the Plan is amended by the
         addition of a new sentence at the end of thereof, to read as follows:

     In addition, effective February 1, 2003, the Plan provides an additional
         benefit equal to the difference between the monthly amount of
         retirement benefit that would have been provided under the Retirement
         Plan of The Roslyn Savings Bank in RSI Retirement Trust (the
         "Retirement Plan"), if calculated without giving effect to the
         cessation of crediting additional credited service and the cessation of
         taking account of all future changes in compensation after January 31,
         2003, and the monthly amount of retirement benefit actually payable
         under the Retirement Plan as a result of the cessation of crediting
         additional credited service and the cessation of taking account of
         future changes in compensation after January 31, 2003.

2.   Section 2.1 of the Plan is amended by the addition of a new sentence at the
         end thereof, to read as follows:

         Effective February 1, 2003, the Plan provides an additional benefit
         equal to the difference between the monthly amount of Basic Retirement
         Plan Retirement Benefit that would have been payable under the Basic
         Retirement Plan, if calculated without giving effect to the cessation
         of crediting additional credited service and the cessation of taking
         account of future changes in compensation after January 31, 2003, and
         the monthly amount of Basic Retirement Plan Retirement Benefit payable
         under the Basic Retirement Plan as a result of the cessation of
         crediting additional credited service and the cessation of taking
         account of future changes in compensation after January 31, 2003.

<PAGE>

3.   Section 4.1 of the Plan is amended by deleting the existing subsection (a)
         and replacing it in its entirety with the following new subsection (a):

         (a) The monthly amount of Basic Retirement Plan Retirement Benefit
         payable upon Normal, Early or Postponed Retirement, as the case may be,
         to which the Participant would have been entitled under the Basic
         Retirement Plan, if such benefit were (i) calculated under the Basic
         Retirement Plan without giving effect to the limitations under and
         restrictions imposed by the application of Code Sections 401(a)(17) and
         415, or any successor provisions thereto, and (ii) calculated without
         giving effect to the cessation of crediting additional credited service
         and the cessation of taking account of future changes in compensation
         after January 31, 2003 (i.e., without regard to the freeze of benefit
         accruals under the Basic Retirement Plan).

4.   Section 4.2 of the Plan is amended by deleting the existing subsection (a)
         and replacing it in its entirety with the following new subsection (a):

         (c) The monthly amount of the vested Basic Retirement Plan Retirement
         Benefit payable upon termination of service to which the Participant
         would have been entitled under the Basic Retirement Plan, if such
         benefit were (i) calculated under the Basic Retirement Plan without
         giving effect to the limitations under and restrictions imposed by the
         application of Code Sections 401(a)(17) and 415, or any successor
         provisions thereto, and (ii) calculated without giving effect to the
         cessation of crediting additional credited service and the cessation of
         taking account of future changes in compensation after January 31, 2003
         (i.e., without regard to the freeze of benefit accruals under the Basic
         Retirement Plan).

5.   Section 9.2 of the Plan is amended by deleting the existing subsection (a)
         and replacing it in its entirety with the following new subsection (a):

         (c) The monthly amount of the Basic Retirement Plan pre-retirement
         survivor annuity or post retirement survivor annuity, as the case may
         be, to which the surviving spouse or eligible children, if applicable,
         would have been entitled under the Basic Retirement Plan, if such
         benefit were (i) calculated under the Basic Retirement Plan without
         giving effect to the limitations under and restrictions imposed by the
         application of Code Sections 401(a)(17) and 415, or any successor
         provisions thereto, and (ii) calculated without giving effect to the
         cessation of crediting additional credited service and the cessation of
         taking account of future changes in compensation after January 31, 2003
         (i.e., without regard to the freeze of benefit accruals under the Basic
         Retirement Plan).

                                       2