Exhibit 10.1


                        ROCHESTER COMMUNITY SAVINGS BANK

                        SENIOR EXECUTIVE SEVERANCE PLAN


      1. Preamble  and Statement  of  Purpose.  The  purpose  of  this Plan is
to  assure  that  Rochester  Community  Savings  Bank  ("RCSB")  will have the
continued  dedication of, and the availability of objective advice and counsel
from,  key  executives  of  RCSB  and  its  affiliates  (the  "RCSB Entities")
notwithstanding  the  possibility, threat or occurrence of a Change in Control
of RCSB Financial Inc. ("RCSB Financial"), the parent company of RCSB.

        In the event RCSB Financial receives any proposals from a third person
concerning a possible business combination with RCSB Financial, or acquisition
of  RCSB  Financial's  equity  securities,  or  the possibility of a change in
control  of  RCSB  Financial  otherwise arises, the Board of Directors of RCSB
(the  "Board")  believes it imperative that the Board and the RCSB Entities be
able  to  rely  upon  key  executives  to  continue  in their positions and be
available  for  advice,  if  requested, without concern that those individuals
might  be  distracted by the personal uncertainties and risks inherent in such
situations.    In  addition to their regular duties, under such circumstances,
such  key  executives may be called upon to, among other things, assist in the
assessment of proposals, and provide advice as to whether such proposals would
be  in  the  best  interest  of  RCSB,  the RCSB Entities and RCSB Financial's
shareholders.

      2. Eligible  Executives.    An  executive  who is   employed by the RCSB
Entities  shall  be  covered  by this Plan and eligible for benefits hereunder
upon  being  designated  by  the  Board  as  being covered by this Plan.  Each
executive  who  is designated by the Board as being covered by this Plan shall
be  designated  as  either  a "Group A Executive" or a "Group B Executive" for
purposes  of  this Plan.  For purposes of this Plan, an executive who has been
designated  either  as  a  Group  A Executive or a Group B Executive is herein
referred to as an "Executive."  An Executive shall cease to be covered by this
Plan  when  notified  by the Board that the Board has determined to remove the
Executive  from  coverage  under  the  Plan;  provided,  however, that no such
determination  that an Executive shall be removed from coverage under the Plan
may  be  made  (i) for a two-year period (a three-year period in the case of a
Group  A  Executive)  commencing as of the date of a Change in Control or (ii)
during any period that a Potential Change in Control exists.



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      3.  Severance Payments   and  Benefits.   Subject  to  Sections 3(d) and
3(g)  hereof,  RCSB  shall  provide  to an Executive the payments and benefits
described in this Section 3 upon the termination of the Executive's employment
within two years following a Change in Control, unless such termination is (i)
by  RCSB  or  an RCSB Entity for Cause, (ii) by reason of death, Disability or
Retirement,  or  (iii)  by  the Executive without Good Reason.  An Executive's
employment  shall  be  deemed  to  have  been terminated following a Change in
Control  by  the  RCSB  Entities  without  Cause or by the Executive with Good
Reason  if  the  Executive's  employment  is  terminated  prior to a Change in
Control  without  Cause  at  the direction of a Person who has entered into an
agreement  with  RCSB  Financial  the  consummation of which will constitute a
Change  in  Control  or  if  the Executive terminates his employment with Good
Reason prior to a Change in Control (determined by treating a Potential Change
in  Control  as a Change in Control in applying the definition of Good Reason)
if  the  circumstance  or  event  which  constitutes Good Reason occurs at the
direction of such Person.

        (a)  Severance  Payment.    RCSB shall  pay  to the  Executive  a lump
sum  severance  payment,  in  cash,  equal  to  the  Severance  Payment Factor
multiplied  by  the sum of (i) the Executive's Annual Base Salary and (ii) the
Executive's  Annual  Bonus.    Such lump sum cash payment shall be made within
five business days of an Executive's Date of Termination.

        (b)  Continued  Welfare  Benefits.    The   Executive's  participation
in  life,  medical  and  dental  insurance  plans  (the  "RCSB Welfare Plans")
maintained  by  the RCSB Entities shall, at the election of the Executive made
within  ten  days of his Date of Termination, be continued during the Coverage
Period  at a cost to the Executive that is commensurate with the cost incurred
by  the  Executive  immediately  prior to the Executive's Date of Termination;
provided,  however, that the Executive's coverage under the RCSB Welfare Plans
shall  cease  upon  the  Executive  becoming  eligible  for  coverage  under
substantially similar plans of a new employer.  Notwithstanding the foregoing,
if  the  Executive becomes employed by a new employer that maintains a medical
and/or  dental  plan  that either (i) does not cover the Executive or a family
member  or  dependent with respect to a preexisting condition that was covered
under  the  applicable RCSB Welfare Plan, or (ii) does not cover the Executive
or  a  family  member  or  dependent  for  a  designated  waiting  period, the
Executive's  coverage  under  the applicable RCSB Welfare  Plan shall continue
until the earlier   of:  (I)  the   end    of    the    applicable period   of
noncoverage  under  the  new employer's  plan,  or (ii) the expiration  of the
Coverage Period.   RCSB  may condition the provision of anybenefits under this
Section 3(b) upon the



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Executive  agreeing  in  writing  to  report to RCSB any coverage and benefits
actually  received  by  the  Executive or made available to the Executive from
such  other  employer(s).   The Executive shall be entitled to elect to change
his level of coverage and/or his choice of coverage options (such as Executive
only or family medical coverage) with respect to the RCSB Welfare Plans to the
same  extent  that  actively  employed  executives  of  the  RCSB Entities are
permitted  to  make  such changes; provided, however, that in the event of any
such  changes  the  Executive  shall  pay the amount of any cost increase that
would  actually be paid by an actively employed executive of the RCSB Entities
by  reason  of  making  the  same  change in his level of coverage or coverage
options.

        (c) Incentive  Compensation.    RCSB   shall  pay  to the  Executive a
lump  sum  amount, in cash, equal to the sum of (i) any incentive compensation
which  has  been  allocated or awarded to the Executive for a completed fiscal
year  or  other  measuring  period preceding his Date of Termination under any
incentive  compensation  plan  maintained by any of the RCSB Entities but that
has  not yet been paid, (ii) any incentive compensation that has been deferred
(and  has  not  been paid as of the Executive's Date of Termination) under any
plan  maintained  by  any  of  the RCSB Entities, and (iii) a pro rata portion
calculated  through the Executive's Date of Termination of the aggregate value
of  all  contingent  incentive  compensation  awards  to the Executive for all
uncompleted periods under any incentive compensation plan maintained by any of
the  RCSB  Entities-, with the amount of the payment with respect to each such
award  being equal to the product of (x) and (y), where (x) is an amount equal
to  the  target  bonus  amount  which the Executive could earn for the year in
which  the Date of Termination occurs pursuant to the applicable plan assuming
that  100% of any objectives or goals provided for thereunder had been met for
that  year, and (y) is a fraction the numerator of which is the number of days
from  and including the first day of the year in which the Date of Termination
occurs  until  (and  including)  the  Executive's  Date of Termination and the
denominator  of  which  is 365 days.  Such lump-sum cash payment shall be made
within five business days of the Executive's Date of Termination.

        (d)  Reduction  in  Severance  Pay.   In  the case of an Executive who
has not, as of his Date of Termination, been employed by the RCSB Entities for
a  period  of  at  least  five years, the payment provided for by Section 3(a)
hereof shall instead be a percentage of such amount, as follows:



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Period of Employment                        Percentage
------------------------------------------------------
4 years or more, but less than 5 years          90%
3 years or more, but less than 4 years          70%
2 years or more, but less than 3 years          50%
Less than 2 years                               40%

        (e)  Split   Dollar   Life  Insurance.   Within  five business days of
the  Executive's  Date  of  Termination,  RCSB  shall  transfer  and assign to
Executive  RCSB's  rights under, and entire interest in, the split dollar life
insurance  policy  covering  Executive  without any payment to the Bank on the
part of the Executive.
        (f)  Rights   Under  Certain  Other Plans.   The  Executive also shall
be  entitled  to  the  total  retirement benefits payable under the retirement
plans of the RCSB Entities or any successor plans of the RCSB Entities, in the
manner and in the amount prescribed by such plans.

        Limitation on Certain  Parachute  Payments.  Notwithstanding any other
provision of this Agreement, in the event that any payment or benefit received
or  to  be received by the Executive in connection with a Change in Control or
the  termination  of the Executive's employment (whether pursuant to the terms
of  this  Agreement  or any other plan, arrangement or agreement with the RCSB
Entities, any Person whose actions result in a Change in Control or any Person
affiliated  with  the  RCSB  Entities  or  such Person) (all such payments and
benefits,  including  the  Severance  Benefits,  being  hereinafter called the
"Total Benefits") would be subject (in whole or part), to the Excise Tax, then
RCSB shall cause the following to occur:

        (i) Tax  counsel  selected  by   RCSB's   independent   auditors   and
acceptable  to the  Executive  ("Tax  Counsel")  shall compute the net present
value  to the Executive  of the Total Payments  after reduction for the Excise
Tax and  for any federal,  state,  or local income taxes that would be imposed
on  the Executive  if such  Total  Payments  constituted the  Executive's sole
taxable income; and

        (ii) Tax  Counsel  shall  next   compute  the maximum amount of Total 
Payments that can be  provided  without  any such Total Payments being subject
to the  Excise  Tax  and  reduce  that  amount  by the amount  of any federal,
state and local income taxes  that  would  be imposed on the Executive if such
reduced Total Payments constituted the Executive's sole taxable income.



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          If the amount determined under clause (i) does not exceed the amount
determined under clause (ii) by more than $10,000, then the Severance Benefits
shall  be  reduced  to  the  extent  necessary so that no portion of the Total
Benefits  is  subject  to the Excise Tax.  For purposes of determining whether
and  the extent to which the Total Payments will be subject to the Excise Tax,
(i)  no  portion  of  the Total Benefits the receipt or enjoyment of which the
Executive  shall  have  effectively  waived  in  writing  prior to the Date of
Termination  shall  be  taken  into account and (ii) the value of any non-cash
benefit  or  any  deferred  payment  or benefit included in the Total Benefits
shall  be  determined  by  RCSB's  independent auditors in accordance with the
principles of sections 280G(d)(3) and (4) of the Code.

      4.  Miscellaneous.

        (a)  Reimbursement   of   Legal  Costs.    RCSB   shall   pay  to   an
Executive  all legal fees and expenses incurred by the Executive in seeking to
obtain  or  enforce in good faith any right or benefit provided by this Plan. 
Such  payments  shall  be made within five (5) business days after delivery of
the  Executive's  respective  written requests for payment accompanied by such
evidence of fees and expenses incurred as the RCSB reasonably may require.

        (b)  No  Right  to  Continued Employment.   Nothing in  the Plan shall
be  deemed to give any Executive the right to be retained in the employ of the
RCSB  Entities,  or  to  interfere  with  the  right  of  the RCSB Entities to
discharge  an Executive at any time and for any lawful reason, with or without
notice, subject in all cases to the terms of this Plan.

        (c)  No  Assignment   of   Benefits.    Except  as  otherwise provided
herein  or by law, no right or interest of any Executive under this Plan shall
be  assignable  or  transferable,  in  whole or in part, either directly or by
operation  of  law  or  otherwise,  including without limitation by execution,
levy,  garnishment,  attachment,  pledge  or  in  any   manner;  no  attempted
assignment or transfer thereof shall be effective; and no right or interest of
any  Executive  under  the  Plan  shall  be  liable  for,  or  subject to, any
obligation or liability of such Executive.

        (d)  Death.    This   Plan   shall   inure  to  the benefit  of and be
enforceable  by  an  Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If an
Executive  shall  die while any amount would still be payable to the Executive
hereunder  (other than amounts which, by their terms, terminate upon the death
of the Executive) if the Executive had continued



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to  live, all such amounts, unless otherwise provided herein, shall be paid in
accordance   with  the  terms  of   this  Plan   to  the  executors,  personal
representatives or administrators of the Executive's estate.

        (e)  Incompetency.   Any  benefit  payable  to  or for the  benefit of
an Executive, if legally incompetent or incapable of giving a receipt therefor
shall  be  deemed  paid when paid to such Executive's guardian or to the party
providing  or reasonably appearing to provide for the care of such person, and
such  payment  shall  fully  discharge RCSB and all other parties with respect
thereto.

        (f)  Reduction  of   Benefits     By   Legally   Required    Benefits.
Notwithstanding  any  other  provision of this Plan to the contrary, if any of
the  RCSB  Entities  is obligated by law or by contract (other than under this
Plan)  to pay severance pay, a termination indemnity, notice pay, or the like,
to  an  Executive  or  if  any  of the RCSB Entities is obligated by law or by
contract  to  provide  advance  notice  of  separation ("Notice Period") to an
Executive,  then  any  Severance  Benefits  payable to the Executive hereunder
shall  be  reduced  by  the  amount  of  any  such  severance pay, termination
indemnity, notice pay or the like, as applicable, and by the amount of any pay
received during any Notice Period.

        (g)  Enforceability.    If  any  provision  of the  Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any  other  provisions hereof, and the Plan shall be construed and enforced as
if such provisions had not been included.

        (h)  No  Mitigation.    RCSB  agrees   that  if an Executive   becomes
entitled  to  the  payments and benefits provided for by Section 3 hereof, the
Executive is not required to seek other employment or to attempt in any way to
reduce  any  amounts payable or benefits provided to the Executive pursuant to
this  Plan.   Further, the amount of any payment or benefit provided for under
this Plan (other than to the extent provided in Section 3(b) hereof) shall not
be  reduced  by  any  compensation  earned  by  the Executive as the result of
employment  by  another employer, by retirement benefits, or by offset against
any  amount  claimed  to  be  owed  by  the Executive to the RCSB Entities, or
otherwise.

        (i)  Successors.  In addition to any obligations  imposed by  law upon
any  successor  to  RCSB,  RCSB  shall  be obligated  to require any successor
(whether  direct or indirect, by purchase, merger, consolidation, operation of
law,  or  otherwise) to all or substantially all of the business and/or assets
of RCSB to



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expressly  assume RCSB's obligations under this Plan in the same manner and to
the  same  extent  that  RCSB  would  be   required  to perform it if no such 
succession   had  taken   place.     The    failure      of      RCSB       to
obtain  such  assumption  and agreement prior to the effectiveness of any such
succession shall entitle each Executive to compensation and benefits from RCSB
in  the  same  amount  and  on  the same terms as each such Executive would be
entitled  to  hereunder  if  the  Executive  were to terminate the Executive's
employment  for  Good  Reason  immediately following a Change in Control.  For
purposes  of  this Plan:  (A) the term "RCSB" includes any successor to RCSB's
business  and/or  assets  which  successor  expressly  agrees to assume RCSB's
obligations  under  this  Plan  in accordance with the preceding provisions of
this  Section 4(i);  (B) the term "RCSB Entities" includes any successor(s) to
the  business  and/or  assets  of  the  RCSB  Entities; and (C) the term "RCSB
Financial"  includes  any  successor  to  the  business  and/or assets of RCSB
Financial,  except  for  purposes  of determining whether or not any Change in
Control of RCSB Financial has occurred in connection with such succession.

        (j)   Waiver.    No  term  or  condition  of this Plan shall be deemed
to  have  been  waived, nor shall there be any estoppel against enforcement of
any  provision of this Plan, except by written instrument of the party charged
with  such  waiver  or  estoppel.    No  such written waiver shall be deemed a
continuing  waiver  unless  specifically  stated therein, and each such waiver
shall  operate  only as to the specific term or condition waived and shall not
constitute  a waiver of such term or condition for the future or as to any act
other than that specifically waived.

        (k)  Withholding  Taxes.    The  provision  of payments  and  benefits
hereunder  to an Executive shall be subject to satisfaction by an Executive of
any  applicable withholding required under federal, state or local law and any
additional withholding to which an Executive has agreed.

        (l)  Rules  of  Construction.    The  masculine  pronoun wherever used
shall  include the feminine pronoun, and the singular shall include the plural
unless  the  context  clearly  indicates  the  distinction.    The headings of
Sections herein are included solely for convenience of reference and shall not
affect the meaning or interpretation of any of the provisions of this Plan.

        (m)  Notices.    Any  notice   or   other  communication   required or
permitted pursuant to the terms hereof shall be deemed to have been duly given
when  delivered or mailed by United States Mail, first class, postage prepaid,
addressed to the intended recipientat his, her or its last known address.



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        (n)  Statutory   Changes.    All  references   to   sections  of   the
Exchange  Act  or  the  Code  shall  be  deemed also to refer to any successor
provisions to such sections.

        (o)  Governing   Law.     This  Plan   shall be construed and enforced
according  to the laws of the State of New York to the extent not preempted by
Federal law.

      5.  Termination   and  Amendment.    The  Board  shall have the power at
any  time,  in  its  discretion,  to amend, abandon or terminate this Plan, in
whole  or  in part; except that no amendment, abandonment or termination shall
impair  or abridge the obligations of RCSB to any Executive then designated as
a  Class A or Class B Executive under this Plan if such amendment, abandonment
or  termination is made within three years after a Change of Control or during
the existence of a Potential Change in Control.

      6.  Certain Definitions.

        (a)  "Annual   Base  Salary"  means  the  higher of (a) an Executive's
highest  annual  base  salary in effect during the one-year period preceding a
Change in Control, or (b) the Executive's highest annual base salary in effect
during the one-year period preceding the Executive's Date of Termination.

        (b)  "Annual  Bonus" means   the   greater  of  the   average   annual
amount  paid to the Executive in cash as incentive or bonus pay during (i) the
three-year  period preceding a Change in Control or (ii) the three-year period
preceding the Executive's Date of Termination.

        (c)  "Cause" means with respect to an Executive:

            (i)  the   willful   and  continued   failure of  the Executive to
substantially  perform  the  Executive's  duties with the RCSB Entities (other
than  any  such  failure  resulting  from incapacity due to physical or mental
illness),  after  a written demand for substantial performance is delivered to
the  Executive  by  the  Board  or  the  Chief Executive Officer of RCSB which
specifically  identifies  the  manner  in  which  the Board or Chief Executive
Officer  believes  that  the  Executive  has  not  substantially performed the
Executive's duties; or

            (ii)  the  willful engaging by the Executive in illegal conduct or
gross  misconduct  which  is materially and demonstrably injurious to the RCSB
Entities.



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      For purposes of the preceding clauses (i) and (ii), no act or failure to
act,  on the part of the Executive, shall be considered "willful" unless it is
done,  or  omitted  to  be  done,  by  the  Executive in bad faith and without
reasonable  belief  that  the  Executive's  action or omission was in the best
interests  of the RCSB Entities.  Any act, or failure to act, based upon prior
approval  given  by  the Board or upon the instruction or with the approval of
the  Chief  Executive  Officer  or  the Executive's superior or based upon the
advice of counsel for RCSB or the RCSB Entities shall be conclusively presumed
to  be  done, or omitted to be done, by the Executive in good faith and in the
best  interests  of  the  RCSB  Entities.    The cessation of employment of an
Executive  shall  not  be  deemed to be for Cause unless and until there shall
have  been  delivered  to the Executive a copy of a resolution duly adopted by
the  affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable  notice  is provided to the Executive and the Executive is given an
opportunity,  together  with  counsel,  to be heard before the Board), finding
that,  in  the good faith opinion of the Board, the Executive is guilty of the
conduct  described in clause (i) or (ii) above, and specifying the particulars
thereof in detail.

        (d)  "Change  in  Control"  means a change   in control  of  a  nature
that  would  be  required to be reported by RCSB Financial in response to Item
6(e)  of  Schedule 14A of Regulation 14A promulgated under the Exchange Act or
any  successor provision (whether or not RCSB Financial is then subject to the
requirements of the Exchange Act); provided that, without limitation, a Change
in Control shall be deemed to have occurred if:

            (i) Any "person" (as such term is used in Sections 13(d) and 14(d)
        of the Exchange Act in effect  on the date first  written  above),  is
        or becomes  the "beneficial owner" (as defined in Rule 13d-3 under the
        Exchange  Act), directly   or   indirectly,  of   securities  of  RCSB
        Financial  representing  twenty-five  percent  (25%)  or  more  of the
        combined  voting  power   of  the RCSB   Financial's  then outstanding
        securities;

            (ii)  During  any period of two consecutive years, individuals who
        at the  beginning  of such period constitute the board of directors of
        RCSB Financial cease for  any reason to constitute at least a majority
        thereof,  unless the  election of each director who was not a director
        at the  beginning  of  such  period   has  been approved in advance by
        directors representing at  least  two-thirds  of the directors then in
        office who were directors at the beginning of the period;



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            (iii)    The stockholders   of  RCSB Financial approve a merger or
        consolidation of RCSB Financial with any other corporation, other than
        a merger  or consolidation which would result in the voting securities
        of RCSB Financial outstanding  immediately  prior  thereto  continuing
        to  represent  (either  by remaining outstanding or by being converted
        into voting securities of the surviving entity) at least fifty percent
        (50%) of the total voting power represented by the  voting  securities
        of  RCSB  Financial  or such  surviving entity outstanding immediately
        after such merger or consolidation; or

            (iv)  RCSB  Financial or RCSB  Financial's stockholders approves a
        plan  of  complete   liquidation   or  an  agreement  for the sale or 
        disposition (in one transaction or a series of transactions) of all or
        substantially all of RCSB's assets.

            A Change in Control shall exclude:

            (i)   A public stock offering;

            (ii)  A sale of an equity interest in RCSB Financial to a group of
    investors  which  includes  members of management of RCSB Financial at the
    time of such purchase; or

            (iii)  A convertible debt offering.

        (e)  "Code"  means   the  Internal   Revenue  Code of 1986, as amended
from time to time.

        (f)  "Coverage  Period"   means   the   period   commencing   on    an
Executive's Date of Termination within two years following a Change in Control
and  ending  on  the  second  anniversary  date  of  the  Executive's  Date of
Termination  (or,  in  the  case of a Group A Executive, the third anniversary
date thereof); provided, however, that an Executive's Coverage Period shall in
all events terminate not later than the Executive's Mandatory Retirement Age.

        (g)  "Date  of   Termination"   means  the   date of termination of an
Executive's employment by the RCSB Entities.

        (h)  "Disability"   shall  mean  the  absence of an Executive from the
Executive's  duties  with  the  RCSB  Entities  on  a  full-time basis for 180
consecutive  business days as a result of incapacity due to mental or physical
illness  which is determined to be total and permanent by a physician selected



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by  RCSB  or  its  insurers and acceptable to the Executive or the Executive's
legal  representative  (such  agreement as to acceptability not to be withheld
unreasonably),  provided  that such absence shall constitute "Disability" only
if  the  Executive is entitled to long-term disability benefits for the period
of  his  disability  after  such  180  day period at least equal to 60% of his
Annual Base Salary.

        (i)  "Exchange  Act"   means  the  Securities Exchange Act of 1934, as
amended from time to time.

        (j)  "Excise  Tax"   means  any excise  tax imposed under section 4999
of the Code.

        (k)  "Good  Reason"   for   termination    by   an   Executive  of the
Executive's  employment  shall  mean  the  occurrence (without the Executive's
express  written  consent)  of any one of the following acts by RCSB or any of
the  RCSB  Entities,  or  failures by RCSB or any of the RCSB Entities to act,
unless,  in  the  case of any act or failure to act described below in clauses
(i),  (ii),  (iv), (v), or (vi) below, such act or failure to act is corrected
prior to the Executive's Date of Termination:

            (i)  the  assignment  to  the Executive of any duties inconsistent
        with the Executive's status as officer of RCSB or an RCSB Entity or an
        adverse alteration  in   the  nature  or  status  of  the  Executive's
        responsibilities from those in effect  immediately prior to the Change
        in Control  other  than  any such alteration primarily attributable to
        the fact that RCSB Financial may no longer be a public company;

            (ii)  a  reduction  by  RCSB or any RCSB Entity in the Executive's
        annual  base  salary  as  in effect  on the date hereof or as the same
        may be increased from time to time;

            (iii) the transfer of the Executive to an employment location with
        RCSB or an RCSB Entity that is more than 35 miles from the Executive's
        employment location  with RCSB  or an RCSB Entity immediately prior to
        the Change in Control;

            (iv)  the   failure   by   RCSB   or  any RCSB Entity, without the
        Executive's  consent,   to  pay  to  the  Executive any portion of the
        Executive's  current  compensation  within  seven (7) days of the date
        such compensation is due;



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<PAGE>

            (v)  (A) the  failure  by  RCSB  or any RCSB Entity to continue in
        effect  any  compensation  plan  in  which the  Executive participates
        immediately prior  to  the  Change in Control which is material to the
        Executive's  total  compensation,  including  but not limited to stock
        option, restricted stock, and  incentive compensation plans, unless an
        equitable   arrangement  (embodied   in  an  ongoing   substitute   or
        alternative plan) has been made with  respect to such plan; or (B) the
        failure  by  RCSB  or   any  of  the  RCSB  Entities to continue   the
        Executive's   participation  therein   (or  in   such  substitute   or
        alternative  plan)  on a basis  not materially less favorable, both in
        terms   of   the  amount   of  benefits  provided and the level of the
        Executive's participation  relative to other  participants, as existed
        at the time of the Change in Control; or

            (vi)  (A) the  failure  by  RCSB  or  any of  the RCSB Entities to
        continue to provide the  Executive with benefits substantially similar
        to  those  enjoyed  by  the  Executive under  any of the pension, life
        insurance,   medical,   health  and  accident,  or  disability   plans
        maintained   by   the  RCSB   Entities   in   which  the Executive was
        participating at  the time  of the  Change in  Control; (B) the taking
        of  any  action by   RCSB   or  any   of the RCSB Entities which would
        directly or indirectly materially  reduce any  of  such   benefits  or
        deprive the Executive of any  aterial  fringe   benefit enjoyed by the
        Executive  at the time of the Change in Control; or (C) the failure by
        the RCSB or any of the  RCSB Entities  to provide  the  Executive with
        the number of paid vacation  days  to  which the Executive is entitled
        on the basis of years of  service with  RCSB  and the RCSB Entities in
        accordance with RCSB's and the RCSB Entities' normal vacation policies
        in effect at the time of the Change in Control.

        The  Executive's continued employment shall not constitute consent to,
or a waiver of rights  with respect to, any act or failure to act constituting
Good Reason hereunder.

        (l)  "Mandatory  Retirement  Age"  means  age sixty-five  (65)  in the
case  of  an Executive who has served for a minimum of two (2) years at a high
level  executive  or  high  policy-making  position  and  who is entitled to a
nonforfeitable,  immediate,  annual  employer-provided retirement benefit from
any  source, which is at least equal to a benefit, computed as a life annuity,
of  at  least  $44,000  per  year  (or such other amount as may be provided by
future  legislation).   In the case of all other Executives, there shall be no
Mandatory Retirement Age.



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<PAGE>
        (m)  "Person" shall  have  the  meaning  given  in Section  3(a)(9) of
the  Exchange  Act,  as modified and used in Sections 13(d) and 14(d) thereof;
however,  a  Person  shall  not  include (i) RCSB Financial or any of the RCSB
Entities,  (ii)  a  trustee  or  other  fiduciary  holding securities under an
employee  benefit  plan  of  any  of  the  RCSB Entities, (iii) an underwriter
temporarily  holding securities pursuant to an offering of such securities, or
(iv)  a corporation owned, directly or indirectly, by the stockholders of RCSB
Financial in substantially the same proportions as their ownership of stock of
RCSB Financial.

        (n)  "Potential Change in Control" shall be deemed to exist during any
period  in which  any of  the conditions set forth in the following paragraphs
shall have been satisfied:

             RCSB  Financial  enters  into  an  agreement, the consummation of
        which would result in the occurrence of a Change in Control;

            (ii)  RCSB Financial or any Person publicly announces an intention
        to  take  or to  consider  taking actions which, if consummated, would
        constitute Change in Control; or

            (iii)  the  Board  adopts   a  resolution  to the effect that, for
        purposes of this Agreement, a Potential Change in Control exists.

        (o)  "Retirement" means  an  Executive's  termination of employment by
the RCSB Entities on or after the Executive has attained age 65.

        (p)  "Severance   Benefits"   means   the   payments   and    benefits
provided for by Sections 3(a), 3(b), 3(c) and 3(e) hereof.

        (q)  "Severance  Factor"  means   three   in  the   case  of a Group A
Executive and two on the case of a Group B Executive; provided however that an
Executive's  Severance Factor shall in no event exceed the number of years and
fractions thereof from the Executive's Date of Termination until his Mandatory
Retirement Date.

      7.  Effective  Date.  This amended and  restated plan shall be effective
as of August 1, 1996.



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