Exhibit 10.8


                         THE STATEN ISLAND SAVINGS BANK


                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                 (As Amended and Restated as of January 1, 1998)



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                                TABLE OF CONTENTS




Preamble           ...........................................................1


Article  1   -  Definitions...................................................2


Article  2   -  Eligibility and Participation.................................5


Article  3   -  Retirement Date...............................................6


Article  4  -  Supplemental Retirement Benefits...............................7


Article  5   -  Supplemental Savings Benefits and Deferral Credit Accounts....8


Article  6   -  Supplemental ESOP Benefits....................................9


Article  7   -  Payment of Benefits .........................................10


Article  8   -  Modes of Benefit Payment.....................................11


Article  9   -  Death Benefits...............................................12


Article  10  -  Unfunded Plan................................................14


Article  11  -  Administration...............................................15


Article  12  -  Amendment or Termination.....................................18


Article  13  -  General Provisions...........................................19
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                                    PREAMBLE




The Staten Island Savings Bank Supplemental Executive Retirement Plan (the
"Plan") was established effective as of January 1, 1992. The purpose of the
original Plan was to permit certain employees of Staten Island Savings Bank (the
"Bank") to receive supplemental retirement income from the Bank and adopting
affiliated employers when such amounts would be due under the benefit and
contribution formulas in the tax-qualified Staten Island Savings Bank Retirement
Plan and/or 401(k) Savings Plan, each in RSI Retirement Trust, but cannot be
paid thereunder 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 "Code").


The Plan was amended and restated, as herein set forth, effective as of January
1, 1998, to permit eligible employees to receive supplemental retirement income
from the Bank and adopting affiliated employers, when such amounts would be
payable under the Staten Island Bancorp, Inc. Employee Stock Ownership Plan but
are limited as to payment by Sections 401(a)(17) and 415 of the Code. These
benefits are in addition to those provided under the original Plan, as set forth
above.


The amended and restated Plan is intended to be an unfunded, non-qualified
deferred compensation plan. Neither the Bank, 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 Bank 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 Bank. No such
liability shall be deemed to be secured by any pledge or any other encumbrance
on any specific property of the Bank.



                                       1
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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 such terms appear.


1.1      "Bank" means the Staten Island Savings Bank, 15 Beach Street,
         Stapleton, New York or any successor to the Bank by merger,
         consolidation or otherwise by operation of law.

1.2      "Basic ESOP" means the Staten Island Bancorp, Inc. Employee Stock
         Ownership Plan, as amended from time to time.

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

1.4      "Basic Retirement Plan" means The Retirement Plan of Staten Island
         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 Staten Island 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.


                                       2
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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.

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

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, as
         well as amounts accrued or paid pursuant to this Plan or any other
         qualified or non-qualified deferred compensation plan.

1.14     "Deferral Credit Account" means the bookkeeping account maintained in
         the name of the Employer, on behalf of each Participant, established
         pursuant to Section 5.2

1.15     "Effective Date" means January 1, 1992.

1.16     "Employee" means a person who is an employee of the Employer.

1.17     "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.

1.18     "ESOP" means Employee Stock Ownership Plan.

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

1.20     Participant" means an Employee who has been designated by the Employer
         as eligible to participate in the Plan and who becomes a Participant
         pursuant to the provisions of Article 2.

1.21     "Plan" means the Staten Island Savings Bank Supplemental Executive
         Retirement Plan, as herein set forth, and as it may hereafter be
         amended from time to time.

1.22     "Plan Year" means the period January 1, 1992 through December 31, 1992
         and each calendar year thereafter within which the Plan is in effect."


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1.23     "Prior Plan" means the Staten Island Savings Bank Supplemental
         Executive Retirement Plan, effective as of January 1, 1992, and as in
         effect on December 31, 1997.

1.24     "Restatement Date" means January 1, 1998.

1.25     "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.

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

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


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


                                       4

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                                    ARTICLE 2


                          ELIGIBILITY AND PARTICIPATION





2.1      Upon adoption of the Plan by the Board, effective as of the Restatement
         Date, all Employees who participated in the Prior Plan immediately
         prior to the Restatement Date, and all highly compensated Employees,
         within the meaning of Section 414(q) of the Code, with the officer
         title of Senior Vice President and above, who participate in the Basic
         Retirement Plan, Basic Savings Plan and/or Basic ESOP, shall be
         immediately eligible to participate in the Plan with respect to
         Compensation upon which Plan benefits are based, commencing as of the
         Restatement Date, provided the Participant's contributions to the Basic
         Retirement Plan, Basic Savings Plan and/or ESOP Plan 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 of the Code, as the case
         may be.


         From time to time, the Bank may designate additional Employees who
         participate in the Basic Retirement Plan, Basic Savings Plan and/or
         ESOP Plan as participants in the Plan, from the class of Employees
         participating in the Basic Retirement Plan, Basic Savings Plan and/or
         Basic ESOP who are members of a select group of management Employees or
         are highly compensated Employees. Newly eligible Employees shall
         participate as of the date specified by the Board.


2.2      The Bank may, from time to time, remove any Participant from
         participation in the Plan; provided, however, that, subject to Section
         13.4, such removal will not reduce the amount of Retirement Income
         Benefit, Savings Benefit and/or ESOP Benefit credited to the
         Participant under the Plan, as determined as of the date of such
         Participant's removal. Subject to Section 13.4, a Participant so
         removed shall remain a Participant until all benefits are distributed
         in accordance with the provisions of the Plan.


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


2.4      For purposes of Articles 5 and 6, in the absence of a specific
         designation under the Plan pursuant to Section 10.4, amounts shall be
         invested by the Bank on behalf of each Participant, to the extent made
         available by the Bank pursuant to Article 10, in the same manner as
         directions filed under the Basic Savings Plan.



                                       5
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                                    ARTICLE 3

                                 RETIREMENT DATE





3.1      A Participant's Retirement Date shall be his or her date of actual
         retirement, which may be his or her Normal, Early or Postponed
         Retirement Date, whichever is applicable pursuant to the following
         sections of this Article 3. Subject to Section 13.4, each Participant
         shall be one hundred percent (100%) vested in Plan benefits.


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



                                       6
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                                    ARTICLE 4

                        SUPPLEMENTAL RETIREMENT BENEFITS





4.1      The supplemental Retirement Income Benefit payable to an eligible
         Participant in the form of a life annuity, or such other form of payout
         as in effect under the Basic Retirement Plan, 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 income
                  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, and


         (b)      the monthly amount of Basic Retirement Plan retirement income
                  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.


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, or such other form of payout as in effect under the Basic
         Retirement Plan, 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 Basic Retirement Plan vested retirement
                  income 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, and


         (b)      the monthly amount of Basic Retirement Plan vested retirement
                  income 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.


                                       7

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                                    ARTICLE 5

                              SUPPLEMENTAL SAVINGS

                      BENEFITS AND DEFERRAL CREDIT ACCOUNTS





5.1      The Savings Benefit credit under the Plan for each Plan Year shall
         equal any profit-sharing, 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), adjusted to reflect gains and losses, if any, as hereinafter
         provided. For purposes of this Section 5.1, it shall be assumed that
         the Participant has made voluntary contributions, on a before-tax or
         after-tax basis, as are necessary to qualify for the maximum Employer
         provided benefit available under the Basic Savings Plan to similarly
         situated Basic Savings Plan participants who are not affected by such
         restrictions and limitations.


5.2      Employer credits under the Plan shall be accounted for by the Employer
         under a Deferral Credit Account, established and 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 with units 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 Basic Savings Plan
         contributions on behalf of the Participant were limited or restricted.



                                       8
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                                    ARTICLE 6

                           SUPPLEMENTAL ESOP BENEFITS





6.1      The ESOP Benefit credit under the Plan for each Plan Year shall equal
         the cash value as of the last day of a calendar year of the share
         allocation during a calendar year provided under the Basic ESOP, less
         the cash value as of the last day of a calendar year of shares actually
         allocated under the Basic ESOP (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), and 415, or any
         successor provisions thereto), adjusted to reflect gains and losses, if
         any, as hereinafter provided.


6.2      Employer credits under this Article shall be accounted for by the
         Employer under the Deferral Credit Account, established and maintained
         in the name of the Employer, on behalf of each Participant, as provided
         for in Section 5.2


6.3      Each Deferral Credit Account maintained by the Employer shall be
         credited with units on behalf of each Participant as soon as
         administratively practicable, following the Plan Year in which Basic
         ESOP share allocations on behalf of the Participant were limited or
         restricted.



                                       9
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                                    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 and/or ESOP Benefit payable to an eligible
         Participant, upon receipt of a distribution under the Basic Savings
         Plan and/or Basic ESOP, as the case may be, shall, unless an optional
         mode of payment is elected pursuant to Section 8.2, be equal to all
         amounts credited to the Participant's Deferral Credit Account, payable
         in a single lump sum.

7.4      Anything in Section 7.2 or 7.3 to the contrary notwithstanding, the
         Committee may distribute any Retirement Income Benefit, Savings Benefit
         and/or ESOP Benefit payable under the Plan at such time and in such
         benefit form as the Committee shall determine, in its sole discretion
         and consistent with the best interests of the Employer.



                                       10
<PAGE>



                                    ARTICLE 8

                            MODES OF BENEFIT PAYMENT





8.1      Except as otherwise provided in the following paragraph, any Retirement
         Income 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. 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.


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


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



                                       11
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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 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, Basic Savings Plan Savings Benefits and/or
         Basic ESOP ESOP Benefits, 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
         preretirement 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 preretirement 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 the Supplemental Surviving Spouse
         Benefit preretirement survivor annuity or post retirement survivor
         annuity, as the case may be, 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 preretirement
                  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 preretirement
                  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 Plan, after
                  the limitations imposed by the application of Code Sections
                  401(a)(17) and 415, or any successor provisions thereto.


9.3      The supplemental preretirement 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 preretirement 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
         preretirement survivor annuity or post retirement survivor annuity, as
         the case may be.



                                       12
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9.4      With respect to Savings Benefits and/or ESOP Benefits, all amounts
         credited to the Participant's Deferral Credit Account 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.


9.5      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, Basic Savings Plan Surviving Spouse Benefit
         and/or Basic ESOP 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 8, and (b)
         all amounts credited to the Participant's Deferral Credit Account 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.



                                       13
<PAGE>



                                   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 the Plan from the qualified trust
         maintained in connection with the Basic Retirement Plan, Basic Savings
         Plan and/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 one or more registered investment companies
         under the Investment Company Act of 1940, as amended, to the extent
         permitted by applicable banking or other 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 and/or ESOP Benefit, as the case
         may be, a Participant may request that the Committee invest one hundred
         percent (100%) of the Participant's Deferral Credit Account in any of
         the then available investment funds, if any, pursuant to Section 10.2,
         or alternatively, in 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.


10.5     A Participant or beneficiary with a Retirement Income Benefit, 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.



                                       14
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                                   ARTICLE 11

                                 ADMINISTRATION





11.1     Except for the functions reserved to the Employer or the 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 Bank. Members of the Committee shall serve for such
         terms as the Bank 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 Bank, or may be removed
         from office by the Bank at any time with or without notice. The
         Committee shall hold meetings upon notice at such times and places as
         it may determine. Notice shall not be required if waived in writing.
         Any action of the Committee shall be taken pursuant to a majority vote
         at a meeting, or pursuant to the written consent of a majority of its
         members without a meeting, and such action shall constitute the action
         of the Committee and shall be binding in the same manner as if all
         members of the Committee had joined therein. A majority of the members
         of the Committee shall constitute a quorum. No member of the Committee
         shall note or be counted for quorum purposes on any matter relating
         solely to himself or herself or his or her rights under the Plan. The
         Committee shall record minutes of any actions taken at its meetings or
         of any other official action of the Committee. Any person dealing with
         the Committee shall be fully protected in relying upon any written
         notice, instruction, direction or other communication signed by the
         Secretary of the Committee or by any of the members of the Committee or
         by a representative of the Committee authorized by the Committee to
         sign the same in its behalf.

11.2     The Committee shall hold meetings upon notice at such times and places
         as it may determine. Notice shall not be required if waived in writing.
         Any action of the Committee shall be taken pursuant to a majority vote
         at a meeting, or pursuant to the written consent of a majority of its
         members without a meeting, and such action shall constitute the action
         of the Committee and shall be binding in the same manner as if all
         members of the Committee had joined therein. A majority of the members
         of the Committee shall constitute a quorum. No member of the Committee
         shall note or be counted for quorum purposes on any matter relating
         solely to himself or herself or his or her rights under the Plan. The
         Committee shall record minutes of any actions taken at its meetings or
         of any other official action of the Committee. Any person dealing with
         the Committee shall be fully protected in relying upon any written
         notice, instruction, direction or other communication signed by the
         Secretary of the Committee or by any of the members of the Committee or
         by a representative of the Committee authorized by the Committee to
         sign the same in its behalf.


                                       15
<PAGE>

11.3     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 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;


         (b)      the power 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;

         (c)      the power 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;


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


         (e)      the power to decide on questions concerning the Plan in
                  accordance with the provisions of the Plan;


         (f)      the power 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;


         (g)      the power to designate a person who may or may not be a member
                  of the Committee as Plan "Administrator" for purposes of the
                  Employee Retirement Income Security Act of 11074 (ERISA); if
                  the Committee does not so designate an Administrator, the
                  Committee shall be the Plan Administrator;


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


         (i)      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.


11.4     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



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<PAGE>
         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.


11.5     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.



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<PAGE>



                                   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 accrued under the Plan.


12.2     In the event of a termination of the Plan, the rights of all affected
         parties, if any, to benefits accrued to the date of such termination,
         shall become nonforfeitable to the same extent that such rights would
         be nonforfeitable if such benefits were provided under the Basic
         Retirement Plan or the Basic Savings Plan and such plans were
         terminated on such date.


12.3     No amendment of the Plan shall reduce the vested and accrued benefits,
         if any, of a Participant under this Plan, except to the extent that
         such a reduction would be permitted if such benefits were provided
         under the Basic Retirement Plan, the Basic Savings Plan, or the Basic
         ESOP, as the case may be.


12.4     In the event of the termination of the Plan: (a) the Bank shall pay in
         one lump sum to affected Participants or their beneficiaries the
         Savings Benefit and/or ESOP Benefit, if any, to which they are
         entitled, as if such Participants' termination of service had occurred
         on the date the Plan is terminated, and (b) the supplemental Retirement
         Income Benefit, if any, to which Participants or their beneficiaries
         are entitled shall continue to be payable.



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<PAGE>



                                   ARTICLE 13

                               GENERAL PROVISIONS





13.1     The Plan shall not be deemed to constitute a contract 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
         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 provided in Section 13.4 or 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 his or her benefit, 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 Employer charges any Participant entitled to payments under the
         Plan with embezzling or otherwise appropriating Employer funds for his
         or her benefit, resulting in the dismissal of such Participant, the
         Employer may deem all payments thereafter becoming due to such
         Participant as 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

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<PAGE>

         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 shall make
         application therefor. Neither the Bank nor the Committee nor any other
         person shall have any duty or obligation under the Plan to make any
         effort to locate or identify any person entitled to benefits under the
         Plan, other than to mail a notice to such person's last known mailing
         address.


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 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, at any time the Employer shall be obligated to withhold
         taxes, 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 Committee, in its discretion, may increase or decrease the amount
         of any benefit payable hereunder if and to the extent that it
         determines, in good faith, that an increase is necessary in order to
         avoid the omission of a benefit intended to be payable under this Plan
         or that a decrease is necessary in order to avoid a duplication of the
         benefits intended to be payable under this Plan.


13.9     The provisions of the Plan shall be construed, administered and
         governed under applicable federal laws and the laws of the State of New
         York. In applying the laws of the State of New York no effect shall be
         given to conflict of laws principles.


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