EXHIBIT 10.20

                              ALBANK, FSB

                   1996 MANAGEMENT INCENTIVE PLAN

                          TABLE OF CONTENTS

Section                   Item                                             Page

   1                      Plan Objectives and Eligibility                  1

   2                      Definitions                                      2

   3                      Description of the Plan                          4
                          Fund Generation                                  4

   4                      Allocation and Payment of Awards                 5
                            Allocation                                     5
                            Payment of Incentives                          5
                            If Participant Retires or Becomes Disabled     5
                            If a Participant Dies                          6
                            Beneficiary Designation                        6
	  
   5                      Administration                                   7

   6                      Rights and Interest Under the Plan               10

                  Exhibit I     1996 Plan Goals

                  Exhibit II    1996 Target Incentive Table

                  Exhibit III   Modification Factor - Performance vs. Payout

                                  SECTION 1

                       PLAN OBJECTIVES AND ELIGIBILITY

The executive compensation program at ALBANK, FSB provides rewards
that maintain a balance of focus on both annual executive performance and
increases in long-term shareholder value. The major components of
the program are a base salary, an annual incentive plan and a long-term
stock-based incentive plan. This document describes the annual incentive
plan which is designed to:

      Create a direct incentive for key officers to continue to deliver
      superior returns to the shareholders and to continually improve key
      aspects of the business

      Provide compensation opportunities which are competitive and support
      efforts to recruit and retain outstanding top executives. 

The annual management incentive plan will be based upon those measures
of annual bank performance which ultimately lead to the enhancement
of shareholder value, and be leveraged in such a manner to reward
executives competitively only for competitively superior results.


Eligibility

Selected key executives are eligible to participate in the plan. Participation
will be authorized by the Committee and approved by the Board. 

                                  SECTION 2

                                 DEFINITIONS

The following are definitions of terms used throughout this document
to describe key components of the Management Incentive Plan. 

(a) "Approved Incentive": The incentive which has been approved by
the chief executive officer and the Human Resources Committee of the
Board of Directors to be paid by ALBANK, FSB to the individual. 

(b) "Award Date": The last day of each fiscal year. 

(c) "Board": The full Board of Directors of ALBANK, FSB. In cases
which require approval of matters relating to this Incentive Plan,
the "Board" will mean and constitute those members of the Board of
Directors who are classified as disinterested persons pursuant to
SEC Rule 16b-3(c)(2)(i).

(d) "Committee": The Human Resource Committee of the Board, which
will be composed of two or more Directors, each of whom is a disinterested
person.

(e) "Company": ALBANK, FSB, its subsidiaries and divisions.

(f) "Formula Incentive": The individual standard award modified by
organizational performance.

(g) "Maximum Incentive": the award for any award year that is 200%
of the standard incentive. In no event may an award to any participant
for an award year exceed the maximum. 

(h) "Normal Retirement Date": The first day of the month following
a participant having attained age 65 and, for participants hired after
10/1/88, the later of attaining age 65 or the fifth anniversary of
participant's initial participation in the retirement plan. 

(i) "Participant": Any officer who is selected by the Committee to
receive an award under this Plan. 

(j) "Plan": ALBANK, FSB Management Incentive Plan. 

(k) "Recommended Incentive Award": The individual incentive awards
recommended by the chief executive officer.

(l) "Standard Incentive": The award that has been established for
each executive level category (see exhibit II). Standard incentives are
expressed as a percentage of salary. By design, these are the award
levels that plan participants can expect to earn when ALBANK, FSB
achieves its goals. 

(m) "Threshold Incentive": The minimum award to be paid, if any award
is indicated. This amount is 75% less than the standard incentive.

(n) "Salary": Salary shall be defined as the weighted base salary
of the executive over the plan year in which the incentive award is
designated. 

                                  SECTION 3

                           DESCRIPTION OF THE PLAN

The annual management incentive plan will provide compensation based
on the achievement of performance goals that will be defined each
year by the Committee and approved by the Board. 

The goals for the current year are shown in Exhibit I. 

Standard Incentive Awards will be defined for each salary grade. If
the Bank achieves its target performance goals, participants will
receive the Standard Incentive for their salary grade. Standard Incentives
for the current year are shown in Exhibit II. 

If the Bank does not achieve its performance target but some award
is still indicated, payouts may be prorated with a minimum (Threshold
Incentive) equal to 25% of the Standard Incentive. If the Bank exceeds
its target, awards may be increased up to 200% of the Standard Incentive
(Maximum Incentives). Threshold and Maximum Incentives are shown in Exhibit
III.

                              FUND GENERATION

An "Incentive Fund" will be created and accrued during the year for
payment of awards to officers participating in the Plan. This fund
will be the sum of the target award percentages multiplied by the
aggregate weighted base salary of all eligible executives for the year.
The accrual may be adjusted during the year with the approval of the
Committee as the actual bank's performance versus goals becomes known. 

                                  SECTION 4

                      ALLOCATION AND PAYMENT OF AWARDS

Allocation

Allocation of the award will be recommended by the chief executive
officer with the approval of the Human Resources Committee of the
Board of Directors. Individual executives' awards may vary based upon
their contribution to the overall performance of the Bank. However,
the total of the actual individual awards will not exceed the fund
generated by the performance of the Bank. 

Payment of Incentives

When payable, incentives will be awarded as near to the close of the
Company's fiscal year as may be feasible. Participants in the Plan
must be employed at the end of the incentive (fiscal) year in order
to be eligible to receive bonus payments, except as provided in other
Sections of the Plan. 

If Participant Retires or Becomes Disabled

An eligible participant who retires or becomes disabled during the
year will receive payment from the plan, as follows. If the participant
retires or becomes disabled: 

      After the close of the plan year, but prior to the actual distribution
      of awards for such year, a full allotment for the plan year will be
      paid;

      After the beginning, but prior to the end of the plan year, the allotment
      will be prorated based on the actual period of their employment with
      the Company within the year.

If a Participant Dies

If a participant dies during the year, payment will be made to a beneficiary
as follows. If the participant dies: 

      After the close of the plan year, but prior to the actual distribution
      of awards for such year, a full allotment for the plan year will be
      paid to the beneficiary;

      After the beginning, but prior to the end of the plan year, the allotment
      will be prorated based on the actual period of their employment with
      the Company within the year. Payment will be made to the beneficiary.
      No awards will be paid for any period less than six months participation
      in the plan year. 

Beneficiary Designation

Each Participant will file with the Committee a written designation
of one or more people who will be entitled to receive the amount,
if any, payable under the Plan upon the Participant's death. the Participant
may revoke or change a beneficiary designation without the knowledge
or consent of any prior beneficiary by filing a new designation with
the Committee. The last such designation actually received by the
Committee will be controlling; provided, however, that it is received
prior to the Participant's death. Absent a valid designation, or if
the original beneficiary has predeceased the Participant, then the
Participant's estate will receive any benefit payable under the Plan.

                                  SECTION 5

                               ADMINISTRATION

(a) The Committee will determine who will participate in the Plan.
The Committee will also determine whether a given participant will
earn awards based on ALBANK'S performance objectives, or specified
divisional performance objectives. 

(b) The Committee will have full power and authority to construe,
interpret, and administer the Plan. All decisions, actions or interpretations
of the Committee will be final, conclusive, and binding upon all Participants.

(c) The Committee may employ attorneys, consultants, accountants,
or other persons to render services in connection with the Plan, and
the Company, the Board, the Committee and members of the Board and
the Committee will be entitled to rely upon the advice, opinions,
or valuations of such persons.

(d) Neither the Company, the Board, the Committee, nor any member
of the Board or the Committee will be personally liable for any actions,
determinations, or interpretations taken or made in good faith. The
Company will indemnify and hold harmless, to the fullest extent permitted
by the Company's bylaws or governing law, each member of the Committee
and each director of the Company to whom any duty or power relating
to the administration or interpretation of the Plan may be delegated,
against any cost, expense or liability arising out of any act or failure
to act in connection with the Plan. 

(e) Nothing contained in the Plan will give any Participant the right
to be retained in the employment of the Company or affect the right
of the Company to dismiss any Participant. 

(f) This Plan will not constitute a contract between the Company and
any Participant and may be revoked at any time by the affirmative
vote of the majority of the Board of Directors, except that rights
accrued prior to such termination will be enforceable by the Participants.


(g) If the Committee will find that any person to whom any amount
is payable under the Plan is unable to care for his affairs because
of illness or accident, or is a minor, or has died, then any payment
due him or his estate (unless a prior claim for payment has been made
by a duly appointed legal representative of such person) may, if the
Committee so directs the Company, be paid to his spouse, a child,
a relative, an institution maintaining or having custody of such person,
or any other person deemed by the Committee to be a proper recipient
on behalf of such person otherwise entitled to payment. Any such payment
will be a complete discharge of the liability of the Plan, the Board,
the Committee, and the Company. 

(h) Except insofar as may otherwise be required by law, no amount
payable at any time under the Plan will be subject in any manner to
alienation by anticipation, sale, transfer, assignment, bankruptcy,
pledge, attachment, charge, or encumbrance of any kind, nor in any
manner be subject to the debts or liabilities of any person and any
attempt to so alienate or subject any such amount, whether presently
or thereafter payable, will be void. If any person will attempt to,
or will, alienate,sell, transfer, assign, pledge, attach, charge,
or otherwise encumber any amount payable under the Plan, or any part
thereof, or if by reason of this bankruptcy or other event happening
at any such time such amount would be made subject to his debts or
liabilities or would otherwise not be enjoyed by him, then the Committee,
if it so elects, may direct that such amount be withheld and that
the same or any part thereof be paid or applied to or for the benefit
of such person, his spouse, children or other dependents, or any of
them in such manner and proportion as the Committee may deem proper,
subject, however, to such limitations as may be imposed by law, or
by a court of competent jurisdiction. 

(i) Nothing contained in the Plan, and no action taken pursuant to
its provisions, will create or be construed to create a trust of any
kind, or a fiduciary relationship between the Company and any eligible
Participant or any other to receive payments from the Company under
this Plan. Such right will be no greater than the right of an unsecured
general creditor of the Company. All payments to be paid hereunder
will be paid from the general funds of the Company and no special
or separate fund will be established and no segregation of assets
will be made to assure payment of such amounts except as expressly
set forth in the Plan.

                                  SECTION 6

                     RIGHTS AND INTERESTS UNDER THE PLAN

(a)  The establishment of the Plan will not give any Participant or
beneficiary any right, title or interest in and to any specific assets
of the Company. 

(b)  The Board reserves the right at any time and for any reason to
amend, suspend, or terminate the Plan in whole or in part without
the consent of any Participant or beneficiary.

                                             EXHIBIT I

<TABLE>
				 
                                          1996 PLAN GOALS

<CAPTION>
                                               TARGET
                             1             2             3             4             5
<S>                      <C>           <C>          <C>           <C>           <C>

ROAE<F1>                  8.79          8.80         10.19         11.47         14.92

NPA/AA                    1.14          1.13           .98           .89           .84
									       
OpExp/AA                  2.47          2.46          2.13          2.03          1.87

Growth EPS              $ 1.97        $ 1.98        $ 2.31        $ 2.53        $ 2.91

<FN>

<F1> Includes unrealized gain(loss) on securities available for sale, net of tax. 

</TABLE>

                                             EXHIBIT II

<TABLE>
                                   1996 TARGET INCENTIVE TABLE

<CAPTION>

                                                               Corporate      Individual
                                                             Performance     Performance
                                                               Incentive       Incentive
                                                                (Percent        (Percent
Position                         Grade          Level         of Salary)         Salary)
<S>                              <C>            <C>          <C> 	    <C>

CEO                                N/A              I                50%              0%

EVP                                 20             II                32               8

SVP(Top	Mgmt Group)                 19            III                28               7

SVP/VP                           18/19             IV                24               6

VP                               16/17              V                16               4

Divisional President                18             VI                15              15

</TABLE>

                                EXHIBIT III

<TABLE>

                           MODIFICATION FACTOR
                         PERFORMANCE VS. PAYOUT

<CAPTION>

       Goal Achievement                 Percent of Target Payout
       <C>                              <C>

                 0-1.99                                        0

                   2                                          25<F1>

                   2.5                                        50 

                   2.75                                       75 

                   3                                         100

                   4                                         150

                   5                                         200

<FN>
<F1> Threshold

</TABLE>