EXHIBIT 10.11

                     ALBANK Financial Corporation

              1992 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES
         (As Amended and Restated Effective as of March 25, 1996)

1.  Purpose of the Plan

          The purpose of the ALBANK Financial Corporation (the 
"Company") 1992 Stock Incentive Plan (the "Plan") is to advance the 
interests of the Company and its shareholders by providing key employees 
of the Company and its affiliates, including Albany Savings Bank, F.S.B. 
(the "Bank"), upon whose judgment, initiative and efforts the successful 
conduct of the business of the Company and its affiliates largely 
depends, with incentives and rewards to encourage them to continue in 
the employ of the Company and its affiliates and to perform in a 
superior manner.

2.  Definitions

          As used in the Plan, the following definitions apply to the 
terms indicated below:

          (a)  "Affiliate" shall mean (i) a member of a controlled group 
of corporations of which the Company is a member or (ii) an 
unincorporated trade or business which is under common control with the 
Company as determined in accordance with Section 4l4(c) of the Code and 
the regulations issued thereunder. For purposes hereof, a "controlled 
group of corporations" shall mean a controlled group of corporations as 
defined in Section l563(a) of the Code determined without regard to 
Section l563(a)(4) and (e)(3)(C).  

          (b)  "Bank" shall mean Albany Savings Bank, F.S.B.  

          (c)  "Board of Directors" shall mean the Board of Directors of 
the Company.  

          (d)  "Cause" shall mean personal dishonesty, willful 
misconduct, any breach of fiduciary duty involving personal profit, 
intentional failure to perform stated duties, or the willful violation 
of any law, rule or regulation (other than traffic violations or similar 
offenses) which results in a material loss to the Bank or final cease 
and desist order.  

          (e)  "Change in Control" shall mean a Change in Control of the 
Bank or the Company of a nature that: (i) would be required to be 
reported or is reported in response to Item l of the current report on 
Form 8-K, as in effect on the effective date of the Plan, pursuant to 
Sections l3 or l5(d) of the Exchange Act; or (ii) results in a Change in 
Control of the Bank or the Company within the meaning of the Home 
Owners' Loan Act and the Rules and Regulations promulgated by the Office 
of Thrift Supervision or its predecessor agency, as in effect on the 
effective date of the Plan; or (iii) any "Person" (as the term is used 
in Sections l3(d) and l4(d) of the Exchange Act) is or becomes the 
"beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), 
directly or indirectly, of securities of the Bank or the Company 
representing 20% or more of the combined voting power of the Bank's or 
the Company's outstanding securities, except for any securities of the 
Bank purchased by the Company in connection with the Conversion of the 
Bank to the stock form of ownership and any securities purchased by the 
Bank's employee stock ownership plan and trust; or (iv) individuals who 
constitute the Board of Directors on the date hereof (the "Incumbent 
Board") cease for any reason to constitute at least a majority thereof, 
provided that any person becoming a director subsequent to the date 
hereof whose election was approved by a vote of at least three-quarters 
of the directors comprising the Incumbent Board, or whose nomination for 
election by the Company's shareholders was approved by the same 
nominating committee serving under an Incumbent Board, shall be, for 
purposes of this clause (iv), considered as though he were a member of 
the Incumbent Board; or (v) a merger, consolidation or sale of all or 
substantially all of the assets of the Bank or the Company in which the 
Bank or the Company is not the surviving institution occurs and which 
the Incumbent Board does not approve of or consent to; or (vi) 
stockholder approval pursuant to a proxy statement soliciting proxies 
from stockholders of the Company, by someone other than the current 
management of the Company, of a plan of reorganization, merger or 
consolidation of the Bank or the Company with one or more corporations 
as a result of which the outstanding shares of the class of securities 
then subject to the plan of reorganization are exchanged or converted 
into cash or property or securities not issued by the Bank or the 
Company; or (vii) voting securities have been tendered and not withdrawn 
during the tender offer period pursuant to a tender offer for 20% or 
more of the voting securities of the Bank or the Company.  

          (f)  "Code" shall mean the Internal Revenue Code of 1986, as 
amended from time to time.  

          (g)  "Committee" shall mean the committee that the Board of 
Directors shall appoint from time to time to administer the Plan.  

          (h)  "Common Stock" shall mean shares of the common stock, 
$.01 par value per share, of the Company.  

          (i)  "Company" shall mean ALBANK Financial Corporation, a 
Delaware corporation.  

          (j)  "Conversion" shall mean the conversion of the Bank from a 
mutual savings bank to a stock savings bank.  

          (k)  "Disability" shall mean any physical or mental impairment 
which qualifies a Participant for disability benefits under the 
Retirement Plan maintained by the Bank.  

          (l)  "Exchange Act" shall mean the Securities Exchange Act of 
1934, as amended.  

          (m)  the "Fair Market Value" of a share of Common Stock with 
respect to any day shall be (i) the closing sales price on the 
immediately preceding business day of a share of Common Stock as 
reported on the principal securities exchange on which shares of Common 
Stock are then listed or admitted to trading or (ii) if not so reported, 
the average of the closing bid and ask prices on the immediately 
preceding business day as reported on the National Association of 
Securities Dealers Automated Quotation System or (iii) if not so 
reported, as furnished by any member of the National Association of 
Securities Dealers, Inc. selected by the Committee. In the event that 
the price of a share of Common Stock shall not be so reported, the Fair 
Market Value of a share of Common Stock shall be determined by the 
Committee in its absolute discretion. For purposes of the grant of 
Options in the Conversion of the Bank, Fair Market Value shall mean the 
initial public offering price of the Common Stock.

          (n)  "Incentive Award" shall mean an Option, LSAR, Tandem SAR, 
Stand-Alone SAR or share of Phantom Stock granted pursuant to the terms 
of the Plan.

          (o)  "Incentive Stock Option" shall mean an Option which is an 
"incentive stock option" within the meaning of Section 422 of the Code 
and which is identified as an Incentive Stock Option in the agreement by 
which it is evidenced.

          (p)  "LSAR" shall mean a limited stock appreciation right 
which is granted pursuant to the provisions of Section 7 hereof and 
which relates to an Option. Each LSAR shall be exercisable only upon the 
occurrence of a Change in Control and only in the alternative to the 
exercise of its related Option.  

          (q)  "Non-Qualified Stock Option" shall mean an Option which 
is not an Incentive Stock Option and which is identified as a Non-
Qualified Stock Option in the agreement by which it is evidenced.

          (r)  "Option" shall mean an option to purchase shares of 
Common Stock of the Company granted pursuant to Section 6 hereof. Each 
Option shall be identified as either an Incentive Stock Option or a Non-
Qualified Stock Option in the agreement by which it is evidenced.

          (s)  "Participant" shall mean an employee of the Company or 
one of its Affiliates who is eligible to participate in the Plan and to 
whom an Incentive Award is granted pursuant to the Plan, and, upon his 
death, his successors, heirs, executors and administrators, as the case 
may be.  

          (t)  "Person" shall mean a "person," as such term is used in 
Sections 13(d) and 14(d) of the Exchange Act.  

          (u)  "Phantom Stock" shall mean the right to receive in cash 
the Fair Market Value of a share of Common Stock of the Company, which 
right is granted pursuant to Section 10 hereof and subject to the terms 
and conditions contained therein.

          (v)  "Plan" shall mean the ALBANK Financial Corporation l992 
Stock Incentive Plan for Key Employees, as it may be amended from time 
to time.

          (w)  "Retirement Plan" shall mean the Retirement Plan of 
Albany Savings Bank, F.S.B. In RSI Retirement Trust.

          (x)  "Stand-Alone SAR" shall mean a stock appreciation right 
granted pursuant to Section 9 hereof which is not related to any Option.

          (y)  "Tandem SAR" shall mean a stock appreciation right 
granted pursuant to Section 8 hereof which is related to an Option. Each 
Tandem SAR shall be exercisable only to the extent its related Option is 
exercisable and only in the alternative to the exercise of its related 
Option.   

          (z)  "Vesting Date" shall mean the date established by the 
Committee on which a share of Phantom Stock may vest.

3.  Stock Subject to the Plan

          Under the Plan, the Committee may grant to Participants (a) 
Options, (b) LSARs, (c) Tandem SARs, (d) Stand-Alone SARs and (e) shares 
of Phantom Stock.

          Subject to adjustment as provided in Section 11 hereof, the 
Committee may grant Options, Stand-Alone SARs, and shares of Phantom 
Stock under the Plan with respect to a number of shares of Common Stock 
that in the aggregate does not exceed 1,674,500 shares. The grant of an 
LSAR or Tandem SAR shall not reduce the number of shares of Common Stock 
with respect to which Options, Stand-Alone SARs or shares of Phantom 
Stock may be granted pursuant to the Plan.

          To the extent Incentive Awards granted under the Plan are 
exercised, the shares covered will be unavailable for future grants 
under the Plan. To the extent that Options together with any related 
rights granted under the Plan terminate, expire or are cancelled without 
having been exercised, or, in the case of LSARs, Stand-Alone SARs or 
Tandem SARs exercised for cash, new Incentive Awards may be made with 
respect to the shares covered thereby. In the event that any shares of 
Phantom Stock, are forfeited or cancelled for any reason, such shares 
shall again be available for grants under the Plan. 

          Shares of Common Stock issued under the Plan may be either 
newly issued shares or treasury shares, at the discretion of the 
Committee.

          No Participant in the Plan may be granted Options, Stand-Alone 
SARs and shares of Phantom Stock on and after December 18, 1995, with 
respect to more than an aggregate of 320,000 shares of Common Stock. To 
the extent that Options together with any related rights granted under 
the Plan, Stand-Alone SARs and shares of Phantom Stock terminate, expire 
or are cancelled or forfeited without having been exercised, the shares 
underlying such Incentive Awards shall continue to count against the 
maximum aggregate number of shares of Common Stock with respect to which 
Options, Stand-Alone SARs and shares of Phantom Stock may be granted to 
a Participant on and after December 18, 1995.

4.  Administration of the Plan

          The Plan shall be administered by the Committee of the Board 
of Directors consisting of two or more persons, each of whom shall be a 
"disinterested person" within the meaning of Rule l6b-3 promulgated 
under Section l6 of the Exchange Act.  The Committee shall from time to 
time designate the key employees of the Company or its Affiliates who 
shall be granted Incentive Awards and the amount and type of such 
Incentive Awards.

          The Committee shall have full authority to administer the 
Plan, including authority to interpret and construe any provision of the 
Plan and the terms of any Incentive Award issued under it and to adopt 
such rules and regulations for administering the Plan as it may deem 
necessary. Decisions of the Committee shall be final and binding on all 
parties.

          The Committee may, in its absolute discretion (a) accelerate 
the date on which any Option or Stand-Alone SAR granted under the Plan 
becomes exercisable and (b) accelerate the Vesting Date or waive any 
condition imposed pursuant to Section 10 hereof with respect to any 
share of Phantom Stock granted under the Plan.

          In addition, the Committee may, in its absolute discretion, 
grant Incentive Awards to Participants on the condition that such 
Participants surrender to the Committee for cancellation such other 
Incentive Awards (including, without limitation, Incentive Awards with 
higher exercise prices) as the Committee specifies. Notwithstanding 
Section 3 herein, prior to the surrender of such other Incentive Awards, 
Incentive Awards granted pursuant to the preceding sentence of this 
Section 4 shall not count against the limits set forth in such Section 
3.

          Whether an authorized leave of absence, or absence in military 
or government service, shall constitute termination of employment shall 
be determined by the Committee.

          No member of the Committee shall be liable for any action, 
omission, or determination relating to the Plan, and the Company shall 
indemnify and hold harmless each member of the Committee and each other 
director or employee of the Company or its Affiliates to whom any duty 
or power relating to the administration or interpretation of the Plan 
has been delegated against any cost or expense (including counsel fees) 
or liability (including any sum paid in settlement of a claim with the 
approval of the Committee) arising out of any action, omission or 
determination relating to the Plan, unless, in either case, such action, 
omission or determination was taken or made by such member, director or 
employee in bad faith and without reasonable belief that it was in the 
best interests of the Company.

5.  Eligibility

          The persons who shall be eligible to receive Incentive Awards 
pursuant to the Plan shall be such key employees of the Company or its 
Affiliates who are largely responsible for the management, growth and 
protection of the business of the Company or its Affiliates. Directors 
who are not employees or officers of the Company or its Affiliates shall 
not be eligible to receive Incentive Awards under the Plan. 

6.  Options

          The Committee may grant Options pursuant to the Plan, which 
Options shall be evidenced by agreements in such form as the Committee 
shall from time to time approve. Options shall comply with and be 
subject to the following terms and conditions:

          (a) Identification of Options

          All Options granted under the Plan shall be clearly identified 
in the agreement evidencing such Options as either Incentive Stock 
Options or as Non-Qualified Stock Options.

          (b) Exercise Price

          The exercise price of any Non-Qualified Stock Option granted 
under the Plan shall be such price as the Committee shall determine on 
the date on which such Non-Qualified Stock Option is granted, which may 
be equal to, less than or greater than the Fair Market Value of a share 
of Common Stock on the date on which such Non-Qualified Stock Option is 
granted; provided, that such price may not be less than the minimum 
price required by law; and provided, further, that the exercise price of 
Options granted in the Conversion shall be the initial public offering 
price of the Common Stock of the Company in connection with the 
Conversion. The exercise price of any Incentive Stock Option granted 
under the Plan shall be not less than 100% of the Fair Market Value of a 
share of Common Stock on the date on which such Incentive Stock Option 
is granted.

          (c)  Term and Exercise of Options

          (1)  Each Option shall be exercisable on such date or dates, 
during such period and for such number of shares of Common Stock as 
shall be determined by the Committee on the day on which such Option is 
granted and set forth in the Option agreement with respect to such 
Option; provided, however, that no Option shall be exercisable after the 
expiration of ten years from the date such Option was granted; and, 
provided, further, that each Option shall be subject to earlier 
termination, expiration or cancellation as provided in the Plan.

          (2)  Each Option shall be exercisable in whole or in part; 
provided, that no partial exercise of an Option shall be for an 
aggregate exercise price of less than $1,000. The partial exercise of an 
Option shall not cause the expiration, termination or cancellation of 
the remaining portion thereof.  Upon the partial exercise of an Option, 
the agreements evidencing such Option and any related LSARs and Tandem 
SARs, marked with any notations deemed appropriate by the Committee, 
shall be returned to the Participant exercising such Option together 
with the delivery of the certificates described in Section 6(c)(5) 
hereof.

          (3)  An Option shall be exercised by delivering notice to the 
Company's principal office, to the attention of its Secretary, no less 
than three business days in advance of the effective date of the 
proposed exercise. Such notice shall be accompanied by the agreements 
evidencing the Option and any related LSARs and Tandem SARs, shall 
specify the number of shares of Common Stock with respect to which the 
Option is being exercised and the effective date of the proposed 
exercise and shall be signed by the Participant. The Participant may 
withdraw such notice at any time prior to the close of business on the 
business day immediately preceding the effective date of the proposed 
exercise, in which case such agreements shall be returned to him. 
Payment for shares of Common Stock purchased upon the exercise of an 
Option shall be made on the effective date of such exercise either (i) 
in cash, by certified check, bank cashier's check or wire transfer or 
(ii) subject to the approval of the Committee, in shares of Common Stock 
owned by the Participant and valued at their Fair Market Value on the 
effective date of such exercise, or partly in shares of Common Stock 
with the balance in cash, by certified check, bank cashier's check or 
wire transfer. Any payment in shares of Common Stock shall be effected 
by the delivery of such shares to the Secretary of the Company, duly 
endorsed in blank or accompanied by stock powers duly executed in blank, 
together with any other documents and evidences as the Secretary of the 
Company shall require from time to time.

          (4)  During the lifetime of a Participant, each Option granted 
to him shall be exercisable only by him. No Option shall be assignable 
or transferable otherwise than by will or by the laws of descent and 
distribution.

          (5)  Certificates for shares of Common Stock purchased upon 
the exercise of an Option shall be issued in the name of the Participant 
and delivered to the Participant as soon as practicable following the 
effective date on which the Option is exercised.

          (d)  Limitations on Grant of Incentive Stock Options 

          (1)  The aggregate Fair Market Value of shares of Common Stock 
with respect to which Incentive Stock Options are exercisable for the 
first time by a Participant during any calendar year under the Plan and 
any other stock option plan of the Company or an Affiliate (or any 
"subsidiary corporation" of the Company as such term is defined in 
Section 424 of the Code) shall not exceed $100,000. Such Fair Market 
Value shall be determined as of the date on which each such Incentive 
Stock Option is granted. In the event that the aggregate Fair Market 
Value of shares of Common Stock with respect to such Incentive Stock 
Options exceeds $100,000, then Incentive Stock Options granted hereunder 
to such Participant shall, to the extent and in the order in which they 
were granted, automatically be deemed to be Non-Qualified Stock Options, 
but all other terms and provisions of such Incentive Stock Options shall 
remain unchanged.

          (2)  No Incentive Stock Option may be granted to an individual 
if, at the time of the proposed grant, such individual owns stock 
possessing more than ten percent of the total combined voting power of 
all classes of stock of the Company or any of its "subsidiary 
corporations" (within the meaning of Section 426 of the Code), unless 
(i) the exercise price of such Incentive Stock Option is at least one 
hundred and ten percent of the Fair Market Value of a share of Common 
Stock at the time such Incentive Stock Option is granted and (ii) such 
Incentive Stock Option is not exercisable after the expiration of five 
years from the date such Incentive Stock Option is granted.

          (e)  Effect of Termination of Employment

          (1)  In the event that the employment of a Participant with 
the Company shall terminate for any reason other than Cause, Disability 
or death (i) Options granted to such Participant, to the extent that 
they were exercisable at the time of such termination, shall remain 
exercisable until the expiration of one month (except as provided in the 
following sentence) after such termination, on which date they shall 
expire, and (ii) Options granted to such Participant, to the extent that 
they were not exercisable at the time of such termination, shall expire 
at the close of business on the date of such termination; provided, 
however, that no Option shall be exercisable after the expiration of its 
term. In the event termination of employment is as a result of normal 
retirement (as defined in the Retirement Plan), Options exercisable at 
the time of such termination shall remain exercisable until the 
expiration of twelve months after such termination, on which date they 
shall expire provided, however, that any Options exercised more than 
three months following the date of normal retirement shall not be 
eligible for treatment as Incentive Stock Option. 

          (2)  In the event that the employment of a Participant with 
the Company shall terminate on account of Disability or death of the 
Participant, all Options granted to such Participant, whether or not 
they were exercisable at the time of such termination, shall become 
fully and immediately exercisable and shall remain exercisable until the 
expiration of one year after such termination, on which date they shall 
expire; provided, however, that no Option shall be exercisable after the 
expiration of its term.

          (3)  In the event of the termination of a Participant's 
employment for Cause, all outstanding Options granted to such 
Participant shall expire at the commencement of business on the date of 
such termination.

         (f)  Acceleration of Exercise Date Upon Change in Control 

          Upon the occurrence of a Change in Control, each Option 
granted under the Plan and outstanding at such time shall become fully 
and immediately exercisable and shall remain exercisable until its 
expiration, termination or cancellation pursuant to the terms of the 
Plan.

7.  Limited Stock Appreciation Rights

          The Committee may grant in connection with any Option granted 
hereunder one or more LSARs relating to a number of shares of Common 
Stock less than or equal to the number of shares of Common Stock subject 
to the related Option. An LSAR may be granted at the same time as, or, 
in the case of a Non-Qualified Stock Option, subsequent to the time 
that, its related Option is granted. Each LSAR shall be evidenced by an 
agreement in such form as the Committee shall from time to time approve. 
Each LSAR granted hereunder shall be subject to the following terms and 
conditions:

          (a)  Benefit Upon Exercise

          (1)  The exercise of an LSAR relating to a Non-Qualified Stock 
Option with respect to any number of shares of Common Stock shall 
entitle the Participant to a cash payment, for each such share, equal to 
the excess of (i) the greater of (A) the highest price per share of 
Common Stock paid in the Change in Control in connection with which such 
LSAR became exercisable and (B) the Fair Market Value of a share of 
Common Stock on the date of such Change in Control over (ii) the 
exercise price of the related Option. Such payment shall be paid as soon 
as practical, but in no event later than the expiration of five business 
days, after the effective date of such exercise.

          (2)  The exercise of an LSAR relating to an Incentive Stock 
Option with respect to any number of shares of Common Stock shall 
entitle the Participant to a cash payment, for each such share, equal to 
the excess of (i) the Fair Market Value of a share of Common Stock on 
the effective date of such exercise over (ii) the exercise price of the 
related Option. Such payment shall be paid as soon as practical, but in 
no event later than the expiration of five business days, after the 
effective date of such exercise.

          (b)  Term and Exercise of LSARs

          (1)  An LSAR shall be exercisable only during the period 
commencing on the first day following the occurrence of a Change in 
Control and terminating on the expiration of sixty days after such date. 
Notwithstanding the preceding sentence of this Section 7(b), in the 
event that an LSAR held by any Participant who is or may be subject to 
the provisions of Section 16(b) of the Exchange Act becomes exercisable 
prior to the expiration of six months following the date on which it is 
granted, then the LSAR shall also be exercisable during the period 
commencing on the first day immediately following the expiration of such 
six-month period and terminating on the expiration of sixty days 
following such date. Notwithstanding anything else herein, an LSAR 
relating to an Incentive Stock Option may be exercised with respect to a 
share of Common Stock only if the Fair Market Value of such share on the 
effective date of such exercise exceeds the exercise price relating to 
such share. Notwithstanding anything else herein, an LSAR may be 
exercised only if and to the extent that the Option to which it relates 
is exercisable.

          (2)  The exercise of an LSAR with respect to a number of 
shares of Common Stock shall cause the immediate and automatic 
cancellation of the Option to which it relates with respect to an equal 
number of shares. The exercise of an Option, or the cancellation, 
termination or expiration of an Option (other than pursuant to this 
Paragraph (2)), with respect to a number of shares of Common Stock, 
shall cause the cancellation of the LSAR related to it with respect to 
an equal number of shares.

          (3)  Each LSAR shall be exercisable in whole or in part; 
provided, that no partial exercise of an LSAR shall be for an aggregate 
exercise price of less than $1,000. The partial exercise of an LSAR 
shall not cause the expiration, termination or cancellation of the 
remaining portion thereof. Upon the partial exercise of an LSAR, the 
agreements evidencing the LSAR, the related Option and any Tandem SARs 
related to such Option, marked with any notations deemed appropriate by 
the Committee, shall be returned to the Participant exercising such LSAR 
together with the payment described in Section 7(a)(1) or (2) hereof, as 
applicable.

          (4)  During the lifetime of a Participant, each LSAR granted 
to him shall be exercisable only by him. No LSAR shall be assignable or 
transferable otherwise than by will or by the laws of descent and 
distribution and otherwise than together with its related Option.

          (5)  An LSAR shall be exercised by delivering notice to the 
Company's principal office, to the attention of its Secretary, no less 
than three business days in advance of the effective date of the 
proposed exercise. Such notice shall be accompanied by the applicable 
agreements evidencing the LSAR, the related Option and any Tandem SARs 
relating to such Option, shall specify the number of shares of Common 
Stock with respect to which the LSAR is being exercised and the 
effective date of the proposed exercise and shall be signed by the 
Participant.  The Participant may withdraw such notice at any time prior 
to the close of business on the business day immediately preceding the 
effective date of the proposed exercise, in which case such agreements 
shall be returned to him.

8.  Tandem Stock Appreciate Rights

          The Committee may grant in connection with any Option granted 
hereunder one or more Tandem SARs relating to a number of shares of 
Common Stock less than or equal to the number of shares of Common Stock 
subject to the related Option. A Tandem SAR may be granted at the same 
time as, or, in the case of a Non-Qualified Stock Option, subsequent to 
the time that, its related Option is granted. Each Tandem SAR shall be 
evidenced by an agreement in such form as the Committee shall from time 
to time approve. Tandem SARs shall comply with and be subject to the 
following terms and conditions:

          (a)  Benefit Upon Exercise

          The exercise of a Tandem SAR with respect to any number of 
shares of Common Stock shall entitle a Participant to a cash payment, 
for each such share, equal to the excess of (i) the Fair Market Value of 
a share of Common Stock on the effective date of such exercise over (ii) 
the exercise price of the related Option. Such payment shall be paid as 
soon as practical, but in no event later than the expiration of five 
business days, after the effective date of such exercise.  

          (b)  Term and Exercise of Tandem SAR

          (1)  A Tandem SAR shall be exercisable at the same time and to 
the same extent (on a proportional basis, with any fractional amount 
being rounded down to the immediately preceding whole number) as its 
related Option. Notwithstanding the first sentence of this Section 
8(b)(1), (i) a Tandem SAR shall not be exercisable at any time that an 
LSAR related to the Option to which the Tandem SAR is related is 
exercisable and (ii) a Tandem SAR relating to an Incentive Stock Option 
may be exercised with respect to a share of Common Stock only if the 
Fair Market Value of such share on the effective date of such exercise 
exceeds the exercise price relating to such share.

          (2)  Notwithstanding the first sentence of Section 8(b)(1) 
hereof, the Committee may, in its absolute discretion, grant one or more 
Tandem SARs which shall not become exercisable unless and until the 
Participant to whom such Tandem SAR is granted is, in the determination 
of the Committee, subject to Section 16(b) of the Exchange Act and which 
shall cease to be exercisable if and at the time that the Participant 
ceases, in the determination of the Committee, to be subject to such 
Section 16(b).

          (3)  The exercise of a Tandem SAR with respect to a number of 
shares of Common Stock shall cause the immediate and automatic 
cancellation of its related Option with respect to an equal number of 
shares. The exercise of an Option, or the cancellation, termination or 
expiration of an Option (other than pursuant to this Paragraph (3)), 
with respect to a number of shares of Common Stock shall cause the 
automatic and immediate cancellation of its related Tandem SARs to the 
extent that the number of shares of Common Stock subject to such Option 
after such exercise, cancellation, termination or expiration is less 
than the number of shares subject to such Tandem SARs. Such Tandem SARs 
shall be cancelled in the order in which they became exercisable.

          (4)  Each Tandem SAR shall be exercisable in whole or in part; 
provided, that no partial exercise of a Tandem SAR shall be for an 
aggregate exercise price of less than $1,000.  The partial exercise of a 
Tandem SAR shall not cause the expiration, termination or cancellation 
of the remaining portion thereof. Upon the partial exercise of a Tandem 
SAR, the agreements evidencing such Tandem SAR, its related Option and 
LSARs relating to such Option, marked with any notations deemed 
appropriate by the Committee, shall be returned to the Participant 
exercising such Tandem SAR together with the payment described in 
Section 8(a) hereof.

          (5)  During the lifetime of a Participant, each Tandem SAR 
granted to him shall be exercisable only by him. No Tandem SAR shall be 
assignable or transferable otherwise than by will or by the laws of 
descent and distribution and otherwise than together with its related 
Option.

          (6)  A Tandem SAR shall be exercised by delivering notice to 
the Company's principal office, to the attention of its Secretary, no 
less than three business days in advance of the effective date of the 
proposed exercise. Such notice shall be accompanied by the applicable 
agreements evidencing the Tandem SAR, its related Option and any LSARs 
related to such Option, shall specify the number of shares of Common 
Stock with respect to which the Tandem SAR is being exercised and the 
effective date of the proposed exercise and shall be signed by the 
Participant. The Participant may withdraw such notice at any time prior 
to the close of business on the business day immediately preceding the 
effective date of the proposed exercise, in which case such agreements 
shall be returned to him.   

9.  Stand-Alone Stock Appreciation Rights

          The Committee may grant Stand-Alone SARs pursuant to the Plan, 
which Stand-Alone SARs shall be evidenced by agreements in such form as 
the Committee shall from time to time approve. Stand-Alone SARs shall 
comply with and be subject to the following terms and conditions:

          (a)  Exercise Price

          The exercise price of any Stand-Alone SAR granted under the 
Plan shall be determined by the Committee at the time of the grant of 
such Stand-Alone SAR. 

          (b)  Benefit Upon Exercise

          (l)  The exercise of a Stand-Alone SAR with respect to any 
number of shares of Common Stock prior to the occurrence of a Change in 
Control shall entitle a Participant to a cash payment, for each such 
share, equal to the excess of (i) the Fair Market Value of a share of 
Common Stock on the exercise date over (ii) the exercise price of the 
Stand-Alone SAR. 

          (2)  The exercise of a Stand-Alone SAR with respect to any 
number of shares of Common Stock upon or after the occurrence of a 
Change in Control shall entitle a Participant to a cash payment, for 
each such share, equal to the excess of (i) the greater of (A) the 
highest price per share of Common Stock paid in connection with such 
Change in Control and (B) the Fair Market Value of a share of Common 
Stock on the date of such Change in Control over (ii) the exercise price 
of the Stand-Alone SAR. Such payments shall be paid as soon as 
practical, but in no event later than five business days, after the 
effective date of the exercise.

          (c)  Term and Exercise of Stand-Alone SARs

          (1)  Each Stand-Alone SAR shall be exercisable on such date or 
dates, during such period and for such number of shares of Common Stock 
as shall be determined by the Committee and set forth in the Stand-Alone 
SAR agreement with respect to such Stand-Alone SAR; provided, however, 
that no Stand-Alone SAR shall be exercisable after the expiration of ten 
years from the date such Stand-Alone SAR was granted; and, provided, 
further, that each Stand-Alone SAR shall be subject to earlier 
termination, expiration or cancellation as provided in the Plan.

          (2)  Each Stand-Alone SAR may be exercised in whole or in 
part; provided, that no partial exercise of a Stand-Alone SAR shall be 
for an aggregate exercise price of less than $1,000.  The partial 
exercise of a Stand-Alone SAR shall not cause the expiration, 
termination or cancellation of the remaining portion thereof. Upon the 
partial exercise of a Stand-Alone SAR, the agreement evidencing such 
Stand-Alone SAR, marked with any notation deemed appropriate by the 
Committee, shall be returned to the Participant exercising such Stand-
Alone SAR together with the payment described in Section 9(b)(l) or (2) 
hereof.

          (3)  A Stand-Alone SAR shall be exercised by delivering notice 
to the Company's principal office, to the attention of its Secretary, no 
less than three business days in advance of the effective date of the 
proposed exercise. Such notice shall be accompanied by the applicable 
agreement evidencing the Stand-Alone SAR, shall specify the number of 
shares of Common Stock with respect to which the Stand-Alone SAR is 
being exercised and the effective date of the proposed exercise and 
shall be signed by the Participant. The Participant may withdraw such 
notice at any time prior to the close of business on the business day 
immediately preceding the effective date of the proposed exercise, in 
which case the agreement evidencing the Stand-Alone SAR shall be 
returned to him.

          (4)  During the lifetime of a Participant, each Stand-Alone 
SAR granted to him shall be exercisable only by him. No Stand-Alone SAR 
shall be assignable or transferable otherwise than by will or by the 
laws of descent and distribution.

          (d)  Effect of Termination of Employment

          (1)  In the event that the employment of a Participant with 
the Company shall terminate for any reason other than Cause, Disability 
or death (i) Stand-Alone SARs granted to such Participant, to the extent 
that they were exercisable at the time of such termination, shall remain 
exercisable until the expiration of one month (twelve months in the case 
of normal retirement as such term is defined in the Retirement Plan) 
after such termination, on which date they shall expire, and (ii) Stand-
Alone SARs granted to such Participant, to the extent that they were not 
exercisable at the time of such termination, shall expire at the close 
of business on the date of such termination; provided, however, that no 
Stand-Alone SAR shall be exercisable after the expiration of its term.

          (2)  In the event that the employment of a Participant with 
the Company shall terminate on account of the Disability or death of the 
Participant all Stand-Alone SARs granted to such Participant, whether or 
not they were exercisable at the time of such termination, shall become 
fully and immediately exercisable and shall remain exercisable until the 
expiration of one year after such termination, on which date they shall 
expire; provided, however, that no Stand-Alone SAR shall be exercisable 
after the expiration of its term.

          (3)  In the event of the termination of a Participant's 
employment for Cause, all outstanding Stand-Alone SARs granted to such 
Participant shall expire at the commencement of business on the date of 
such termination.

          (e)  Acceleration of Exercise Date Upon Change in Control 

          Upon the occurrence of a Change in Control, any Stand-Alone 
SAR granted under the Plan and outstanding at such time shall become 
fully and immediately exercisable and shall remain exercisable until its 
expiration, termination or cancellation pursuant to the terms of the 
Plan.

10.  Phantom Stock

          The Committee may grant shares of Phantom Stock pursuant to 
the Plan. Each grant of shares of Phantom Stock shall be evidenced by an 
agreement in such form as the Committee shall from time to time approve. 
Each grant of shares of Phantom Stock shall comply with and be subject 
to the following terms and conditions:

          (a)  Vesting Date

          At the time of the grant of shares of Phantom Stock, the 
Committee shall establish a Vesting Date or Vesting Dates with respect 
to such shares; provided, that the Vesting Date shall be at least six 
months after the date of grant of shares.  The Committee may divide such 
shares into classes and assign a different Vesting Date for each class. 
Provided that all conditions to the vesting of a share of Phantom Stock 
imposed pursuant to Section 10(c) hereof are satisfied, and except as 
provided in Section 10(d) hereof, upon the occurrence of the Vesting 
Date with respect to a share of Phantom Stock, such share shall vest.

          (b)  Benefit Upon Vesting

          Upon the vesting of a share of Phantom Stock, a Participant 
shall receive in cash, within 30 days of the date on which such share 
vests, an amount in cash in a lump sum equal to the sum of (i) the Fair 
Market Value of a share of Common Stock of the Company on the date on 
which such share of Phantom Stock vests and (ii) the aggregate amount of 
cash dividends paid with respect to a share of Common Stock of the 
Company during the period commencing on the date on which the share of 
Phantom Stock was granted and terminating on the date on which such 
share vests.

          (c)  Conditions to Vesting

          At the time of the grant of shares of Phantom Stock, the 
Committee may impose such restrictions or conditions, not inconsistent 
with the provisions hereof, to the vesting of such shares as it, in its 
absolute discretion deems appropriate. By way of example and not by way 
of limitation, the Committee may require, as a condition to the vesting 
of any class or classes of shares of Phantom Stock, that the Participant 
or the Company achieve certain performance criteria, such criteria to be 
specified by the Committee at the time of the grant of such shares. 

          (d)  Effect of Termination of Employment

          (1)  In the event that the employment of a Participant with 
the Company shall terminate for any reason other than Cause prior to the 
vesting of shares of Phantom Stock granted to such Participant, a 
proportion of such shares, to the extent not forfeited or cancelled on 
or prior to such termination pursuant to any provision hereof, shall 
vest on the date of such termination. The proportion referred to in the 
preceding sentence shall be determined by the Committee at the time of 
the grant of such shares of Phantom Stock and may be based on the 
achievement of any conditions imposed by the Committee with respect to 
such shares pursuant to Section 10(c). Such proportion may be equal to 
zero.

          (2)  In the event of the termination of a Participant's 
employment for Cause, all shares of Phantom Stock granted to such 
Participant which have not vested as of the date of such termination 
shall immediately be forfeited.

          (e)  Effect of Change in Control

          Upon the occurrence of a Change in Control, all shares of 
Phantom Stock which have not theretofore vested, or been cancelled or 
forfeited pursuant to any provision hereof, shall immediately vest.

11.  Adjustment Upon Changes in Common Stock

          (a)  Shares Available for Grants

          In the event of any change in the number of shares of Common 
Stock outstanding by reason of any stock dividend or split, 
recapitalization, merger, consolidation, combination or exchange of 
shares or similar corporate change, the maximum aggregate number of 
shares of Common Stock with respect to which the Committee may grant 
Options, Stand-Alone SARs and shares of Phantom Stock shall be 
appropriately adjusted by the Committee.  In the event of any change in 
the number of shares of Common Stock outstanding by reason of any other 
event or transaction, the Committee may, but need not, make such 
adjustments in the number and class of shares of Common Stock with 
respect to which Options, Stand-Alone SARs and shares of Phantom Stock 
may be granted as the Committee may deem appropriate.

          (b)  Outstanding Phantom Stock

          The Committee may, in its absolute discretion, adjust any 
grant of shares of Phantom Stock to reflect any dividend, stock split, 
recapitalization, merger, consolidation, combination, exchange of shares 
or similar corporate change as the Committee may deem appropriate to 
prevent the enlargement or dilution of rights of Participants under the 
grant.

          (c)  Outstanding Options, LSARs, Tandem SARs and 
               Stand-Alone SARs--Increase or Decrease in 
               Issued Shares Without Consideration 

          Subject to any required action by the shareholders of the 
Company, in the event of any increase or decrease in the number of 
issued shares of Common Stock resulting from a subdivision or 
consolidation of shares of Common Stock or the payment of a stock 
dividend (but only on the shares of Common Stock), or any other increase 
or decrease in the number of such shares effected without receipt of 
consideration by the Company, the Committee shall proportionally adjust 
the number of shares of Common Stock subject to each outstanding Option, 
LSAR, Tandem SAR and Stand-Alone SAR, and the exercise price per share 
of Common Stock of each such Option, LSAR, Tandem SAR and Stand-Alone 
SAR.

          (d)  Outstanding Options, LSARs, Tandem SARs and 
               Stand-Alone SARs--Certain Mergers 

          Subject to any required action by the shareholders of the 
Company, in the event that the Company shall be the surviving 
corporation in any merger or consolidation (except a merger or 
consolidation as a result of which the holders of shares of Common Stock 
receive securities of another corporation), each Option, LSAR, Tandem 
SAR and Stand-Alone SAR outstanding on the date of such merger or 
consolidation shall pertain to and apply to the securities which a 
holder of the number of shares of Common Stock subject to such Option, 
LSAR, Tandem SAR or Stand-Alone SAR would have received in such merger 
or consolidation.

          (e)  Outstanding Options, LSARs, Tandem SARs and 
               Stand-Alone SARs--Certain Other Transactions

          In the event of (i) a dissolution or liquidation of the 
Company, (ii) a sale of all or substantially all of the Company's 
assets, (iii) a merger or consolidation involving the Company in which 
the Company is not the surviving corporation or (iv) a merger or 
consolidation involving the Company in which the Company is the 
surviving corporation but the holders of shares of Common Stock receive 
securities of another corporation and/or other property, including cash, 
the Committee shall, in its absolute discretion, have the power to: 

               (A)  cancel, effective immediately prior to the 
          occurrence of such event, each Option (including each LSAR 
          and Tandem-SAR related thereto) and Stand-Alone SAR 
          outstanding immediately prior to such event (whether or not 
          then exercisable), and, in full consideration of such 
          cancellation, pay to the Participant to whom such Option or 
          Stand-Alone SAR was granted an amount in cash, for each 
          share of Common Stock subject to such Option or Stand-
          Alone SAR, respectively, equal to the excess of (A)  the 
          value, as determined by the Committee in its absolute 
          discretion, of the property (including cash) received by the 
          holder of a share of Common Stock as a result of such event 
          over (B) the exercise price of such Option or Stand-Alone SAR; 
          or

               (B)  provide for the exchange of each Option (including 
          any related LSAR or Tandem SAR) and Stand-Alone SAR 
          outstanding immediately prior to such event (whether or not 
          then exercisable) for an option on or stock appreciation right 
          with respect to, as appropriate, some or all of the property 
          for which such Option or Stand-Alone SAR is exchanged and, 
          incident thereto, make an equitable adjustment as determined 
          by the Committee in its absolute discretion in the exercise 
          price of the option or stock appreciation right, or the number 
          of shares or amount of property subject to the option or stock 
          appreciation right or, if appropriate, provide for a cash 
          payment to the Participant to whom such Option or Stand-Alone 
          SAR was granted in partial consideration for the exchange of 
          the Option or Stand-Alone SAR.

          (f)  Outstanding Options, LSARs, Tandem SARs and 
               Stand-Alone SARs--Other Changes

In the event of any change in the capitalization of the Company or 
corporate change other than those specifically referred to in Sections 
11(c), (d) or (e) hereof, the Committee may, in its absolute discretion, 
make such adjustments in the number and class of shares subject to 
Options, LSARs, Tandem SARs or Stand-Alone SARs outstanding on the date 
on which such change occurs and in the per share exercise price of each 
such Option, LSAR, Tandem SAR and Stand-Alone SAR as the Committee may 
consider appropriate to prevent dilution or enlargement of rights.

          (g)  No Other Rights

          Except as expressly provided in the Plan, no Participant shall 
have any rights by reason of any subdivision or consolidation of shares 
of stock of any class, the payment of any dividend, any increase or 
decrease in the number of shares of stock of any class or any 
dissolution, liquidation, merger or consolidation of the Company or any 
other corporation. Except as expressly provided in the Plan, no issuance 
by the Company of shares of stock of any class, or securities 
convertible into shares of stock of any class, shall affect, and no 
adjustment by reason thereof shall be made with respect to, the number 
of shares of Common Stock subject to an Incentive Award or the exercise 
price of any Option, LSAR, Tandem SAR or Stand-Alone SAR.

12.  Rights as a Stockholder

          No person shall have any rights as a stockholder with respect 
to any shares of Common Stock covered by or relating to any Incentive 
Award granted pursuant to this Plan until the date of the issuance of a 
stock certificate with respect to such shares. Except as otherwise 
expressly provided in Section 11 hereof, no adjustment to any Incentive 
Award shall be made for dividends or other rights for which the record 
date occurs prior to the date such stock certificate is issued.

13.  No Special Employment Rights; No Right to Incentive Award 

          Nothing contained in the Plan or any Incentive Award shall 
confer upon any Participant any right with respect to the continuation 
of his employment by the Company or interfere in any way with the right 
of the Company, subject to the terms of any separate employment 
agreement to the contrary, at any time to terminate such employment or 
to increase or decrease the compensation of the Participant from the 
rate in existence at the time of the grant of an Incentive Award.

          No person shall have any claim or right to receive an 
Incentive Award hereunder. The Committee's granting of an Incentive 
Award to a Participant at any time shall neither require the Committee 
to grant an Incentive Award to such Participant or any other Participant 
or other person at any time nor preclude the Committee from making 
subsequent grants to such Participant or any other Participant or other 
person.

14.  Withholding Taxes

          (a)  Cash Remittance

          Whenever shares of Common Stock are to be issued upon the 
exercise of an Option, the Company shall have the right to require the 
Participant to remit to the Company in cash an amount sufficient to 
satisfy federal, state and local withholding tax requirements, if any, 
attributable to such exercise, occurrence or payment prior to the 
delivery of any certificate or certificates for such shares. In 
addition, upon the exercise of an LSAR, Tandem SAR or Stand-Alone SAR or 
the making of a payment with respect to a share of Phantom Stock, the 
Company shall have the right to withhold from any cash payment required 
to be made pursuant thereto an amount sufficient to satisfy the federal, 
state and local withholding tax requirements, if any, attributable to 
such exercise or grant.

          (b)  Stock Remittance

          Subject to subsection (d) hereof, at the election of the 
Participant, subject to the approval of the Committee, when shares of 
Common Stock are to be issued upon the exercise of an Option, in lieu of 
the remittance required by Section 14(a) hereof, the Participant may 
tender to the Company a number of shares of Common Stock determined by 
such Participant, the Fair Market Value of which at the tender date the 
Committee determines to be sufficient to satisfy the federal, state and 
local withholding tax requirements, if any, attributable to such 
exercise, occurrence or grant and not greater than the Participant's 
estimated total federal, state and local tax obligations associated with 
such exercise, occurrence or grant.

          (c)  Stock Withholding

          Subject to subsection (d) hereof, at the election of the 
Participant, subject to the approval of the Committee, when shares of 
Common Stock are to be issued upon the exercise of an Option, the 
occurrence of the Issue Date or the Vesting Date with respect to a share 
of Restricted Stock or the grant of a Stock Bonus, in lieu of the 
remittance required by Section 14(a) hereof, the Company shall withhold 
a number of such shares determined by such Participant, the Fair Market 
Value of which at the exercise date the Committee determines to be 
sufficient to satisfy the federal, state and local withholding tax 
requirements, if any, attributable to such exercise, occurrence or grant 
and is not greater than the Participant's estimated total federal, state 
and local tax obligations associated with such exercise, occurrence or 
grant.

          (d)  Timing and Method of Elections

          Notwithstanding any other provisions of the Plan, a 
Participant who is subject to Section 16(b) of the Exchange Act may not 
make either of the elections described in Sections 14(b) and (c) hereof 
prior to the expiration of six months after the date on which the 
applicable Option was granted, except in the event of the death or 
Disability of the Participant. A Participant who is subject to Section 
16(b) of the Exchange Act may not make such elections other than (i) 
during the 10-day window period beginning on the third business day 
following the date of release for publication of the Company's quarterly 
and annual summary statements of sales and earnings and ending on the 
twelfth business day following such date or (ii) at least six months 
prior to the date as of which the income attributable to the exercise of 
such Option is recognized under the Code, provided, however, that no 
election may be made during the l0-day window period provided for in (i) 
until the Company has been subject to the reporting requirements of the 
Exchange Act for at least one year prior to the withholding. Such 
elections shall be irrevocable and shall be made by the delivery to the 
Company's principal office, to the attention of its Secretary, of a 
written notice signed by the Participant.

15.  Amendment of the Plan

          The Board of Directors may at any time suspend or discontinue 
the Plan or revise or amend it in any respect whatsoever; provided, 
however, that without approval of the shareholders no revision or 
amendment shall (i) except as provided in Section 11 hereof, increase 
the number of shares of Common Stock that may be issued under the Plan, 
(ii) materially increase the benefits accruing to individuals holding 
Incentive Awards granted pursuant to the Plan or (iii) materially modify 
the requirements as to eligibility for participation in the Plan.

16.  No Obligation to Exercise

          The grant to a Participant of an Option, LSAR, Tandem SAR or 
Stand-Alone SAR shall impose no obligation upon such Participant to 
exercise such Option, LSAR, Tandem SAR or Stand-Alone SAR.

17.  Transfers Upon Death

          Upon the death of a Participant, outstanding Incentive Awards 
granted to such Participant may be exercised only by the executors or 
administrators of the Participant's estate or by any person or persons 
who shall have acquired such right to exercise by will or by the laws of 
descent and distribution. No transfer by will or the laws of descent and 
distribution of any Incentive Award, or the right to exercise any 
Incentive Award, shall be effective to bind the Company unless the 
Committee shall have been furnished with (a) written notice thereof and 
with a copy of the will and/or such evidence as the Committee may deem 
necessary to establish the validity of the transfer and (b) an agreement 
by the transferee to comply with all the terms and conditions of the 
Incentive Award that are or would have been applicable to the 
Participant and to be bound by the acknowledgements made by the 
Participant in connection with the grant of the Incentive Award.

          Except as provided for in this Section 17, no Incentive Award 
under the Plan shall be transferable and may only be exercised during a 
Participant's lifetime by the Participant.

18.  Expenses and Receipts

          The expenses of the Plan shall be paid by the Company.  Any 
proceeds received by the Company in connection with any Incentive Award 
will be used for general corporate purposes.

l9.  Failure to Comply

          In addition to the remedies of the Company elsewhere provided 
for herein, failure by a Participant to comply with any of the terms and 
conditions of the Plan or the agreement executed by such Participant 
evidencing an Incentive Award, unless such failure is remedied by such 
Participant within ten days after having been notified of such failure 
by the Committee, shall be grounds for the cancellation and forfeiture 
of such Incentive Award, in whole or in part, as the Committee, in its 
absolute discretion, may determine.

20.  Effective Date of Plan

          The Plan became effective upon the consummation of the 
conversion of Albany Savings Bank from the mutual to capital stock form 
of ownership (the "Effective Date") on April 1, 1992. The Plan shall be 
presented to shareholders for ratification for purposes of: (i) 
obtaining favorable treatment under Section l6(b) of the Exchange Act; 
(ii) obtaining preferential tax treatment for Incentive Stock Options; 
and (iii) maintaining a listing on the NASDAQ National Market System. 
The failure to obtain shareholder ratification will not effect the 
validity of the Plan and the Options thereunder, provided, however, that 
if the Plan is not ratified, the Plan shall remain in full force and 
effect, and any Incentive Stock Options granted under the Plan shall be 
deemed to be Non-statutory Stock Options.

21.  Termination of the Plan.

          The right to grant Awards under the Plan will terminate ten 
(l0) years after the Effective Date of the Plan. The Board of Directors 
has the right to suspend or terminate the Plan at any time, provided 
that no such action will, without the consent of a Participant, 
adversely affect his rights under a previously granted Awards.

22.  Applicable Law.

          The Plan will be administered in accordance with the laws of 
the State of New York.