Exhibit 2

                 -----------------------------------------------

                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

                                  by and among

                           CHARTER ONE FINANCIAL, INC.

                         CHARTER-MICHIGAN BANCORP, INC.

                             CHARTER ONE BANK F.S.B.

                              RCSB FINANCIAL, INC.

                                       and

                        ROCHESTER COMMUNITY SAVINGS BANK

                 -----------------------------------------------



                                ----------------

                                  May 21, 1997

                                ----------------





<PAGE>



                                TABLE OF CONTENTS

                                    ARTICLE I

                         THE MERGER AND RELATED MATTERS

<TABLE>
<CAPTION>
<S>                                                                                                     <C>
1.1      Merger; Surviving Corporation and Resulting Institution.........................................2
1.2      Effective Time of the Merger....................................................................2
1.3      Company Merger..................................................................................3
1.4      Bank Merger.....................................................................................7
1.5      Closing.........................................................................................8
1.6      Reservation of Right to Revise Transaction......................................................8

                                   ARTICLE II

           REPRESENTATIONS AND WARRANTIES OF COFI AND CHARTER ONE BANK

2.1      Organization....................................................................................8
2.2      Authorization...................................................................................9
2.3      Conflicts.......................................................................................9
2.4      Anti-takeover Provisions Inapplicable..........................................................10
2.5      Capitalization.................................................................................10
2.6      COFI Financial Statements; Material Changes....................................................11
2.7      COFI Subsidiaries..............................................................................11
2.8      COFI Filings...................................................................................12
2.9      COFI Reports...................................................................................12
2.10     Compliance with Laws...........................................................................13
2.11     Registration Statement; Joint Proxy  Statement.................................................13
2.12     Litigation.....................................................................................14
2.13     Licenses.......................................................................................14
2.14     Taxes..........................................................................................14
2.15     Insurance......................................................................................16
2.16     Loans; Investments.............................................................................16
2.17     Allowance for Possible Loan Losses.............................................................17
2.18     COFI Benefit Plans.............................................................................17
2.19     Compliance With Environmental Laws.............................................................19
2.20     Contracts and Commitments......................................................................20
2.21     Defaults.......................................................................................21
2.22     Operations Since December 31, 1996.............................................................21
2.23     Undisclosed Liabilities........................................................................21
2.24     Assets.........................................................................................22
2.25     Indemnification................................................................................22
</TABLE>

<PAGE>


<TABLE>
<S>                                                                                                    <C>
2.26     Insider Interests..............................................................................23
2.27     Brokers and Finders............................................................................23
2.28     Accuracy of Information........................................................................23
2.29     Fairness Opinion...............................................................................23
2.30     Governmental Approvals and Other Conditions....................................................23
2.31     No Ownership in RCSB...........................................................................23

                                   ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF RCSB AND TARGET BANK

3.1      Organization. .................................................................................24
3.2      Authorization..................................................................................24
3.3      Conflicts......................................................................................24
3.4      Anti-takeover Provisions Inapplicable..........................................................25
3.5      Capitalization and Stockholders................................................................25
3.6      RCSB Financial Statements; Material Changes....................................................26
3.7      RCSB Subsidiaries..............................................................................26
3.8      RCSB Filings...................................................................................27
3.9      RCSB Reports...................................................................................27
3.10     Compliance With Laws...........................................................................28
3.11     Registration Statement: Joint Proxy Statement..................................................28
3.12     Litigation.....................................................................................29
3.13     Licenses.  ....................................................................................29
3.14     Taxes..........................................................................................29
3.15     Insurance......................................................................................30
3.16     Loans; Investments.............................................................................31
3.17     Allowance for Possible Loan Losses.............................................................32
3.18     RCSB Benefit Plans.............................................................................33
3.19     Compliance with Environmental Laws.............................................................36
3.20     Contracts and Commitments......................................................................37
3.21     Defaults.......................................................................................39
3.22     Operations Since November 30, 1996.............................................................39
3.23     Corporate Records..............................................................................41
3.24     Undisclosed Liabilities........................................................................41
3.25     Assets.........................................................................................42
3.26     Indemnification................................................................................42
3.27     Insider Interests..............................................................................43
3.28     Registration Obligations.......................................................................43
3.29     Regulatory, Tax and Accounting Matters.........................................................43
3.30     Brokers and Finders............................................................................43
3.31     Accuracy of Information........................................................................43
3.32     Fairness Opinion...............................................................................44
3.33     Governmental Approvals and Other Conditions....................................................44
</TABLE>

                                       ii
<PAGE>


                                   ARTICLE IV

                                    COVENANTS
<TABLE>

<S>                                                                                                    <C>
4.1      Covenants of RCSB and Target Bank..............................................................44
4.2      Mutual Covenants...............................................................................49


                           ARTICLE V

                     ADDITIONAL AGREEMENTS

5.1      Inspection of Records; Confidentiality.........................................................50
5.2      Registration Statement; Stockholder Approval...................................................50
5.3      Agreements of Affiliates.......................................................................51
5.4      Expenses.......................................................................................51
5.5      Cooperation....................................................................................51
5.6      Regulatory Applications........................................................................52
5.7      Financial Statements and Reports...............................................................52
5.8      Notice.........................................................................................52
5.9      Press Release..................................................................................52
5.10     Delivery of Supplements to Disclosure Schedules................................................53
5.11     Litigation Matters.............................................................................53
5.12     Tax Opinion.  .................................................................................53
5.13     Continuing Employees...........................................................................53
5.14     Reservation of Shares to Satisfy RCSB Stock Options............................................54
5.15     Nasdaq Listing.  ..............................................................................54
5.16     Directors' and Officers' Indemnification Insurance.............................................54
5.17.    Extraordinary COFI Dividend....................................................................55

                                   ARTICLE VI

                                   CONDITIONS

6.1      Conditions to the Obligations of COFI, Charter Michigan
          and Charter One Bank..........................................................................55
6.2      Conditions to the Obligations of RCSB and Target Bank..........................................57
6.3      Conditions to the Obligations of the Parties...................................................57
</TABLE>

                                      iii

<PAGE>

                          ARTICLE VII

                TERMINATION; AMENDMENT; WAIVER

<TABLE>
<S>                                                                                                    <C>
7.1      Termination....................................................................................58
7.2      Liabilities and Remedies.......................................................................59
7.3      Survival of Agreements.........................................................................59
7.4      Amendment......................................................................................59
7.5      Waiver.........................................................................................60


                                  ARTICLE VIII

                               GENERAL PROVISIONS

8.1      Survival.......................................................................................60
8.2      Notices........................................................................................60
8.3      Applicable Law.................................................................................61
8.4      Headings, Etc..................................................................................62
8.5      Severability...................................................................................62
8.6      Entire Agreement; Binding Effect; Non-Assignment; Counterparts.................................62
</TABLE>


                                       iv
<PAGE>

                 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
                 -----------------------------------------------

         THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this
"Agreement") dated May 21, 1997, is by and among Charter One Financial, Inc., a
Delaware corporation ("COFI"), Charter-Michigan Bancorp, Inc., a Michigan
corporation and a wholly owned first-tier subsidiary of COFI ("Charter
Michigan"), Charter One Bank F.S.B., a federally chartered savings bank and a
wholly owned subsidiary of Charter Michigan ("Charter One Bank"), RCSB
Financial, Inc., a Delaware corporation ("RCSB"), and Rochester Community
Savings Bank, a New York chartered savings bank and a wholly owned first-tier
subsidiary of RCSB ("Target Bank").

         A. COFI, Charter Michigan, Charter One Bank, RCSB and Target Bank wish
to provide for the terms and conditions of a strategic alliance in which RCSB
will be merged ("Company Merger") with and into Charter Michigan, followed
immediately by the merger of Target Bank with and into Charter One Bank ("Bank
Merger"). The Company Merger and the Bank Merger are collectively referred to
herein as the "Merger."

         B. For federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended ("Code"), and this Agreement shall
constitute a plan of reorganization pursuant to Section 368 of the Code.

         C. For accounting purposes, it is intended that the Merger shall be 
accounted for as a pooling of interests.

         D. The parties hereto desire to make certain representations, 
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger.

         E. As a condition to and inducement for COFI, Charter Michigan, and
Charter One Bank to enter into this Agreement, COFI and each of the directors of
RCSB will concurrently with the execution and delivery of this Agreement enter
into voting agreements in the form attached hereto as Exhibit A ("Voting
Agreements") and COFI and RCSB are entering into immediately after the execution
of this Agreement a stock option agreement dated as of the date hereof in the
form attached hereto as Exhibit B ("Stock Option Agreement") pursuant to which
RCSB shall grant to COFI an option to purchase shares of RCSB's common stock.

         Accordingly, and in consideration of the representations, warranties,
covenants, agreements and conditions herein contained, the parties hereto agree
as follows:



<PAGE>



                                    ARTICLE I

                         THE MERGER AND RELATED MATTERS

         1.1 MERGER; SURVIVING CORPORATION AND RESULTING INSTITUTION. Subject to
the terms and conditions of this Agreement, and pursuant to the provisions of
the Michigan Business Corporation Act ("MBCA"), the Delaware General Corporation
Law ("DGCL"), the Federal Deposit Insurance Act ("FDIA"), the Home Owners' Loan
Act, as amended ("HOLA") and the rules and regulations promulgated under HOLA
and by the New York State Banking Department ("Thrift Regulations"), (a) at the
Effective Time (as defined in Section 1.2 hereof), RCSB shall be merged with and
into Charter Michigan pursuant to the terms and conditions set forth herein and
(b) thereafter at the Bank Merger Effective Time (as defined in Section 1.2
hereof), Target Bank shall be merged with and into COFI Bank pursuant to the
terms and conditions set forth herein. Upon the consummation of the Company
Merger, the separate corporate existence of RCSB shall cease and Charter
Michigan shall continue as the surviving corporation under the laws of the State
of Michigan. Upon consummation of the Bank Merger, the separate corporate
existence of Target Bank shall cease and Charter One Bank shall continue as the
resulting institution. The name of Charter Michigan as the surviving corporation
of the Company Merger shall remain "Charter Michigan Bancorp, Inc". From and
after the Effective Time, Charter Michigan, as the surviving corporation of the
Company Merger, shall possess all of the properties and rights and be subject to
all of the liabilities and obligations of Charter Michigan and RCSB, all as more
fully described in the MBCA and DGCL. The name of Charter One Bank, as the
resulting institution of the Bank Merger, shall remain "Charter One Bank
F.S.B.". From and after the Bank Merger Effective Time, Charter One Bank, as the
resulting institution of the Bank Merger, shall possess all of the properties
and rights and be subject to all of the liabilities and obligations of Charter
One Bank and Target Bank (including any liquidation account of Target Bank
established in connection with its conversion from mutual to stock form), all as
more fully described in the Thrift Regulations.

         1.2 EFFECTIVE TIME OF THE MERGER. As soon as practicable after each of
the conditions set forth in Article VI hereof have been satisfied or waived, the
parties will file, or cause to be filed, with the Secretary of State of
Delaware, the Michigan Department of Commerce, the Office of Thrift Supervision
("OTS") and the New York State Banking Department ("Department") such
certificates of merger, articles of combination and other documents as they may
deem necessary or appropriate for the Company Merger and the Bank Merger, which
certificates of merger, articles of combination and other documents shall in
each case be in the form required by and executed in accordance with the
applicable provisions of the DGCL, MCBA and Thrift Regulations, respectively.
The Company Merger shall become effective at the time the certificate(s) of
merger for such merger are filed with the Secretary of State of Delaware and the
Michigan Department of Commerce ("Effective Time"). The Bank Merger shall become
effective at the time the articles of combination for such merger are endorsed
by the Secretary of the OTS pursuant to the Thrift Regulations ("Bank Merger
Effective Time"). The parties shall cause the Company Merger to become effective
immediately prior to the Bank Merger.

                                        2


<PAGE>



         1.3      COMPANY MERGER.

                  (a)      CONVERSION OF RCSB STOCK.  At the Effective Time:

                           (i) Each share of common stock of RCSB, $1.00 par
                  value per share (the "RCSB Common Stock"), issued and
                  outstanding immediately prior thereto shall, by virtue of the
                  Company Merger and without any action of the part of the
                  holder thereof, but subject to Section 1.3(d) hereof, be
                  converted into the right to receive from COFI .91 shares
                  ("Exchange Ratio") of common stock of COFI, par value $.01 per
                  share ("COFI Common Stock"), including the corresponding
                  number of rights associated with the COFI Common Stock
                  pursuant to the Rights Agreement dated November 20, 1989, as
                  amended on May 26, 1995, between COFI and The First National
                  Bank of Boston as Rights Agent. If, subsequent to the date of
                  this Agreement but prior to the Effective Time, the
                  outstanding shares of COFI Common Stock shall, through a
                  reclassification, recapitalization, stock dividend, stock
                  split or reverse stock split have been increased, decreased,
                  changed into or exchanged for a different number or kind of
                  shares or securities, appropriate adjustment will be made to
                  the Exchange Ratio.

                           Notwithstanding any other provision of this
                  Agreement, any shares of RCSB Common Stock issued and
                  outstanding immediately prior to the Effective Time which are
                  then owned beneficially or of record by COFI, Charter
                  Michigan, Charter One Bank, RCSB, Target Bank or by any direct
                  or indirect Subsidiary (as hereinafter defined) of any of them
                  or held in the treasury of RCSB (other than any shares of RCSB
                  Common Stock held (A) directly or indirectly in trust
                  accounts, managed accounts and the like, or otherwise held in
                  a fiduciary capacity, that are beneficially owned by third
                  parties or (B) in respect of a debt previously contracted)
                  shall, by virtue of the Company Merger, be canceled without
                  payment of any consideration therefor and without any
                  conversion thereof.

                           (ii) Each share of Charter Michigan common stock
                  issued and outstanding or held in treasury immediately prior
                  to the Effective Time shall remain issued and outstanding or
                  held in treasury and continue to be an identical issued and
                  outstanding or treasury share of Charter Michigan common stock
                  after the Effective Time.

                           (iii) The holders of certificates representing shares
                  of RCSB Common Stock shall cease to have any rights as
                  stockholders of RCSB, except such rights, if any, as they may
                  have pursuant to the DGCL. Except as provided above, until
                  certificates representing shares of RCSB Common Stock are
                  surrendered for exchange, the certificates shall, after the
                  Effective Time, represent for all purposes only the right to
                  receive the number of whole shares of COFI Common Stock into
                  which such shares of RCSB Common Stock shall have been
                  converted by the

                                       3

<PAGE>



                  Company Merger as provided above and the right to receive the
                  cash value of any fraction of a share of COFI Common Stock as
                  provided below (collectively, the "Merger Consideration").

                  (b) RESERVATION OF SHARES. Prior to the Effective Time, the
                  Board of Directors of COFI shall reserve for issuance a
                  sufficient number of shares of COFI Common Stock for the
                  purpose of issuing its shares to the stockholders of RCSB
                  in accordance herewith.

                  (c) EXCHANGE OF RCSB COMMON STOCK.

                           (i) As soon as reasonably practicable after the
                  Effective Time, holders of record of certificates formerly
                  representing shares of RCSB Common Stock ("Certificates")
                  shall be instructed to tender such Certificates to COFI, or at
                  the election of COFI, to an independent exchange agent to be
                  selected by COFI (the "Exchange Agent") pursuant to a letter
                  of transmittal that COFI shall deliver or cause to be
                  delivered to such holders. Such letter of transmittal shall
                  specify that delivery shall be effected, and risk of loss and
                  title to Certificates shall pass, only upon acceptance of such
                  Certificates by COFI or the Exchange Agent.

                           (ii) After the Effective Time, each holder of a
                  Certificate that properly surrenders such Certificate to COFI
                  or the Exchange Agent, together with a properly completed
                  letter of transmittal, duly executed, will, upon acceptance
                  thereof by COFI or the Exchange Agent, be entitled to the
                  Merger Consideration payable in respect of the shares
                  represented thereby, and the Certificates so surrendered shall
                  forthwith be cancelled.

                           (iii) COFI or the Exchange Agent shall accept
                  Certificates upon compliance with such reasonable terms and
                  conditions as COFI or the Exchange Agent may impose to effect
                  an orderly exchange thereof in accordance with customary
                  exchange practices. Certificates shall be appropriately
                  endorsed or accompanied by such instruments of transfer as
                  COFI or the Exchange Agent may reasonably require.

                           (iv) Each outstanding Certificate shall until duly
                  surrendered to COFI or the Exchange Agent be deemed to
                  evidence the right to receive the Merger Consideration.

                           (v) After the Effective Time, holders of Certificates
                  shall cease to have rights with respect to the RCSB Common
                  Stock previously represented by such Certificates, and their
                  sole rights shall be to exchange such Certificates for the
                  Merger Consideration. At the Effective Time, RCSB shall
                  deliver a certified copy of a list of its stockholders to COFI
                  or the Exchange Agent. After the Effective Time, there shall
                  be no further transfer on the records of RCSB of Certificates,
                  and

                                        4


<PAGE>



                  if such Certificates are presented to RCSB for transfer, they
                  shall be canceled against delivery of the Merger
                  Consideration. COFI shall not be obligated to deliver the
                  Merger Consideration to any holder of RCSB Common Stock until
                  such holder surrenders the Certificates as provided herein. No
                  dividends declared will be remitted to any person entitled to
                  receive COFI Common Stock under this Agreement until such
                  person surrenders the Certificate representing the right to
                  receive such COFI Common Stock, at which time such dividends
                  on whole shares of COFI Common Stock with a record date on or
                  after the Effective Time shall be remitted to such person,
                  without interest and less any taxes that may have been imposed
                  thereon. Certificates surrendered for exchange by any person
                  constituting an "affiliate" of RCSB for purposes of Rule 145
                  under the Securities Act of 1933 and the rules and regulations
                  thereunder (the "Securities Act") shall not be exchanged for
                  certificates representing COFI Common Stock until COFI has
                  received a written agreement from such person as specified in
                  Section 5.3. Neither the Exchange Agent nor any party to this
                  Agreement nor any affiliate thereof shall be liable to any
                  holder of RCSB Common Stock represented by any Certificate for
                  any consideration paid to a public official pursuant to
                  applicable abandoned property, escheat or similar laws. COFI
                  and the Exchange Agent shall be entitled to rely upon the
                  stock transfer books of RCSB to establish the identity of
                  those persons entitled to receive consideration specified in
                  this Agreement, which books shall be conclusive with respect
                  thereto. In the event of a dispute with respect to ownership
                  of stock represented by any Certificate, COFI or the Exchange
                  Agent shall be entitled to deposit any consideration in
                  respect thereof in escrow with an independent third party and
                  thereafter be relieved with respect to any claims thereto.

                           (vi) If the Merger Consideration is to be issued to a
                  person other than a person in whose name a surrendered
                  Certificate is registered, it shall be a condition of issuance
                  that the surrendered Certificate shall be properly endorsed or
                  otherwise in proper form for transfer and that the person
                  requesting such issuance shall pay to COFI or the Exchange
                  Agent in advance any required transfer or other taxes or
                  establish to the satisfaction of COFI or the Exchange Agent
                  that such tax has been paid or is not applicable.

                           (vii) In the event any Certificate shall have been
                  lost, stolen or destroyed, the owner of such lost, stolen or
                  destroyed Certificate shall deliver to COFI or the Exchange
                  Agent an affidavit stating such fact, in form satisfactory to
                  COFI, and, at COFI's discretion, a bond in such reasonable sum
                  as COFI or the Exchange Agent may direct as indemnity against
                  any claim that may be made against COFI or RCSB or its
                  successor or any other party with respect to the Certificate
                  alleged to have been lost, stolen or destroyed. Upon such
                  delivery, the owner shall have the right to receive the Merger
                  Consideration with respect to the shares represented by the
                  lost, stolen or destroyed Certificate.

                                        5


<PAGE>



                  (d) NO FRACTIONAL SHARES. Notwithstanding any other provision
         of this Agreement, neither certificates nor scrip for fractional shares
         of COFI Common Stock shall be issued in the Company Merger. Each holder
         who otherwise would have been entitled to a fraction of a share of COFI
         Common Stock (after taking into account all Certificates delivered by
         such holder) shall receive in lieu thereof cash (without interest) in
         an amount determined by multiplying the fractional share interest to
         which such holder would otherwise be entitled by the COFI Share Price
         on the last trading day preceding the Effective Time. The "COFI Share
         Price" shall mean the closing sale price (rounded down to the nearest
         cent) of one share of COFI Common Stock as reported on the Nasdaq
         National Market. No such holder shall be entitled to dividends, voting
         rights or any other rights in respect of any fractional share interest.

                  (e) STOCK OPTIONS. The Target Bank 1986 Stock Option Plan
         ("1986 Option Plan") and the Target Bank 1992 Stock-Based Compensation
         Plan ("1992 Option Plan") and each option granted thereunder
         outstanding on the date hereof (together with mandatory grants required
         to be made to non-employee directors on May 28, 1997 under the 1992
         Option Plan) and remaining outstanding immediately prior to the
         Effective Time shall, at the Effective Time, be assumed by COFI and
         each such option shall continue to be outstanding, but shall represent
         an option to purchase shares of COFI Common Stock in an amount and at
         an exercise price determined as provided below (and otherwise subject
         to the terms of the 1986 Option Plan or 1992 Option Plan, whichever is
         applicable):

                           (i) the number of shares of COFI Common Stock to be
                  subject to the continuing option shall be equal to the product
                  of the number of shares of RCSB Common Stock subject to the
                  original option and the Exchange Ratio, provided that any
                  fractional share of COFI Common Stock resulting from such
                  multiplication shall be rounded down to the nearest share; and

                           (ii) the exercise price per share of COFI Common
                  Stock under the continuing option shall be equal to the
                  exercise price per share of RCSB Common Stock under the
                  original option divided by the Exchange Ratio, provided that
                  such exercise price shall be rounded down to the nearest cent.

                  It is intended that the foregoing assumption shall be
         undertaken consistent with and in a manner that will not constitute a
         "modification" under Section 424 of the Code as to any option which is
         an "incentive stock option".

                  (f) ARTICLES OF INCORPORATION AND BYLAWS OF THE SURVIVING
         CORPORATION. The Articles of Incorporation and Bylaws of Charter
         Michigan, as in effect immediately prior to the Effective Time, shall
         be the Articles of Incorporation and Bylaws of Charter Michigan, as the
         surviving corporation of the Company Merger, until either is thereafter
         amended in accordance with applicable law.

                                        6


<PAGE>



                  (g) DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The
         directors of Charter Michigan as the surviving corporation of the
         Company Merger shall be those persons listed on Exhibit C to this
         Agreement. Such directors shall continue in office until their
         successors shall be duly elected and qualified or otherwise duly
         selected. The officers of Charter Michigan immediately prior to the
         Effective Time shall be the officers of Charter Michigan, as the
         surviving corporation of the Company Merger, until their successors
         shall be duly elected and qualified or otherwise duly selected.

                  (h) SERVICE OF PROCESS. At the Effective Time Charter
         Michigan, as the surviving corporation of the Company Merger, consents
         to be sued and served with process in the State of Delaware and
         irrevocably appoints the Secretary of State of Delaware as its agent to
         accept service of process in any proceeding in the State of Delaware to
         enforce against it any obligation of RCSB.

                  (i) PRINCIPAL OFFICE.  The location of the principal office of
         Charter Michigan, as the surviving corporation of the Company Merger,
         in the State of Michigan is 13606 Michigan Avenue, 2nd Floor,
         Dearborn, Michigan 48126.

         1.4      BANK MERGER.

                  (a) CANCELLATION OF TARGET BANK COMMON STOCK. At the Bank
         Merger Effective Time, each share of common stock of Target Bank
         ("Target Bank Common Stock") issued and outstanding immediately prior
         thereto shall, by virtue of the Bank Merger, be canceled. No new shares
         of capital stock or other securities or obligations of Charter One Bank
         shall be issued with respect to or in exchange for such canceled
         shares, and such canceled shares of Target Bank Common Stock shall not
         be converted into capital stock or other securities or obligations of
         Charter One Bank.

                  (b) CHARTER AND BYLAWS OF THE RESULTING INSTITUTION. The
         charter and bylaws of Charter One Bank, as in effect immediately prior
         to the Bank Merger Effective Time, shall, without any change, be the
         charter and bylaws of Charter One Bank, as the resulting institution of
         the Bank Merger, until either is thereafter amended in accordance with
         applicable law.

                  (c) DIRECTORS OF THE RESULTING INSTITUTION. The directors of
         Charter One Bank, as the resulting institution of the Bank Merger,
         shall be those persons listed in Exhibit C to this Agreement. Such
         directors shall continue in office until their successors are duly
         elected and qualified or otherwise duly selected.

                  (d) OFFICES OF THE RESULTING INSTITUTION. The home and other
         offices of Charter One Bank, as the resulting institution of the Bank
         Merger, shall be as listed in Exhibit D to this Agreement.

                                        7


<PAGE>



         1.5 CLOSING. Subject to the provisions of Article VI hereof, the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take place as soon as practicable after satisfaction or waiver of all of the
conditions to Closing, and shall be at 10:00 a.m. on the first business day of
the first calendar month following the satisfaction of all of the conditions to
Closing, at the executive offices of COFI or at such other date, time and
location as is mutually agreed to by COFI and RCSB, but in no event prior to
September 1, 1997. The date on which the Closing actually occurs is herein
referred to as the "Closing Date".

         1.6 RESERVATION OF RIGHT TO REVISE TRANSACTION. COFI shall have the
right to change the method of effecting the Merger in a manner reasonably
acceptable to RCSB (including without limitation the provisions of this Article
I), to the extent permitted by applicable law and to the extent it deems such
change to be desirable, provided, however, that no such change shall (a) alter
or change the amount or kind of the Merger Consideration or the treatment of
stock options as set forth in Section 1.3(e) hereof, (b) diminish the benefits
to be received by the directors, officers or employees of RCSB and Target Bank
as set forth in this Agreement or in any other agreements between the parties
made in connection with this Agreement, (c) materially impede or delay the
consummation of the Company Merger (d) adversely affect the tax treatment of
RCSB stockholders as a result of receiving the Merger Consideration or (e)
result in any representation or warranty of any party set forth in this
Agreement becoming incorrect in any material respect. COFI may exercise this
right of revision by giving written notice thereof in the manner provided in
Section 8.2 of this Agreement.

                                   ARTICLE II

           REPRESENTATIONS AND WARRANTIES OF COFI AND CHARTER ONE BANK

         COFI and Charter One Bank jointly and severally represent and warrant
to RCSB and Target Bank that:

         2.1      ORGANIZATION.

                  (a) COFI is a corporation duly organized, validly existing and
         in good standing under the laws of the State of Delaware and has all
         requisite power and authority, corporate and otherwise, to own, operate
         and lease its assets and properties and to carry on its business
         substantially as it is now being conducted. COFI is duly licensed or
         qualified to do business and is in good standing in each jurisdiction
         where the character of the assets or properties owned or leased by it
         or the nature of the business transacted by it requires that it be so
         licensed or qualified, except where the failure to be so licensed or
         qualified would not have a Material Adverse Effect (as defined in
         Section 2.1(b) hereof)) on COFI or its ability to consummate the
         transactions contemplated herein. COFI has all requisite corporate
         power and authority to enter into this Agreement and, subject to the
         approval of this Agreement and the Company Merger by its stockholders
         and the receipt of all requisite regulatory approvals and the
         expiration of applicable waiting periods, to

                                        8


<PAGE>



         consummate the Merger.  COFI is duly registered as a savings and loan 
         holding company under HOLA.

                  (b) As used in this Agreement, the term "Material Adverse
         Effect" with respect to COFI or RCSB means any condition, event, change
         or occurrence that has or may reasonably be expected to have a material
         adverse effect on the condition (financial or otherwise), properties,
         business, operations, results of operations, assets or deposit
         liabilities of such entity on a consolidated basis; it being understood
         that a Material Adverse Effect shall not include: (i) a change with
         respect to, or effect on, such entity and its Subsidiaries resulting
         from a change in law, rule, regulation, generally accepted accounting
         principles or regulatory accounting principles, as such would apply to
         the financial statements of such entity on a consolidated basis; (ii) a
         change with respect to, or effect on, such entity and its Subsidiaries
         resulting from expenses (such as legal, accounting and investment
         bankers' fees) incurred in connection with this Agreement; (iii) a
         change with respect to, or effect on, such entity and its Subsidiaries
         resulting from any other matter affecting depository institutions
         generally including, without limitation, changes in general economic
         conditions and changes in prevailing interest and deposit rates; or
         (iv) in the case of RCSB, any financial change resulting from
         adjustments taken pursuant to Section 4.1(h) hereof.

         2.2 AUTHORIZATION. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly approved and authorized by the Boards of Directors of COFI, Charter
Michigan and Charter One Bank, and all necessary corporate action on their part
has been taken, subject to the approval of this Agreement and the Company Merger
by the holders of a majority of the issued and outstanding COFI Common Stock.
This Agreement has been duly executed and delivered by COFI, Charter Michigan
and Charter One Bank and constitutes the valid and binding obligation of each of
them and is enforceable against each of them, except to the extent that
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles and
doctrines.

         2.3 CONFLICTS. Subject to the second sentence of this Section 2.3, the
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, conflict with or result in any
violation, breach or termination of, or default or loss of a material benefit
under, or permit the acceleration of any obligation under, or result in the
creation of any material lien, charge or encumbrance on any of the property or
assets under, any provision of the Certificate of Incorporation or Bylaws of
COFI or similar documents of any COFI Subsidiary or any mortgage, indenture,
lease, agreement or other instrument, permit, concession, grant, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to COFI or any COFI Subsidiary or their respective properties, other
than any such conflicts, violations or defaults which (i) will be cured or
waived prior to the Effective Time; (ii) are not material to the conduct of
business or operations of COFI or any COFI Subsidiary; or (iii) are disclosed in
Section 2.3 of that certain confidential writing delivered by

                                        9


<PAGE>



COFI to RCSB within two business days prior to the date hereof (the "COFI
Disclosure Schedule"). No consent, approval, order or authorization of, or
registration, declaration or filing with, any federal or state governmental
authority is required by or with respect to COFI, Charter Michigan or Charter
One Bank, in connection with the execution and delivery of this Agreement or the
consummation by them of the transactions contemplated hereby except for: (a) the
filing of all applicable regulatory applications by COFI, RCSB and/or their
respective Subsidiaries for approval of the transactions contemplated by this
Agreement; (b) the filing by COFI of the registration statement relating to the
COFI Common Stock to be issued pursuant to this Agreement ("Registration
Statement") with the United States Securities and Exchange Commission ("SEC")
and various blue sky authorities, which Registration Statement shall include the
prospectus/proxy statement ("Joint Proxy Statement") for use in connection with
the meetings of COFI's and RCSB's stockholders to vote on this Agreement and the
Company Merger; (c) the filing of one or more certificates of merger with
respect to the Company Merger with the Secretary of State of Delaware and the
Michigan Department of Commerce; (d) the filing of the articles of combination
with the OTS and the Department relating to the Bank Merger; (e) any filings,
approvals or no-action letters with or from state securities authorities; and
(f) any antitrust filings, consents, waivers or approvals.

         2.4 ANTI-TAKEOVER PROVISIONS INAPPLICABLE. No "business combination,"
"moratorium," "control share" or other state anti-takeover statute or regulation
(i) prohibits or restricts the ability of COFI or Charter Michigan to perform
its obligations under this Agreement or its ability to consummate the
transactions contemplated hereby, (ii) would have the effect of invalidating or
voiding this Agreement or any provision hereof, or (iii) would subject RCSB to
any material impediment or condition in connection with the exercise of any of
its rights under this Agreement.

         2.5      CAPITALIZATION.

                  (a) As of the date hereof, the authorized capital stock of
         COFI consists of (i) 180,000,000 shares of COFI Common Stock, $0.01 par
         value per share, of which, as of February 28, 1997, 46,330,703 shares
         were issued and outstanding and (ii) 20,000,000 shares of preferred
         stock, $0.01 par value per share, of which none are issued and
         outstanding. All of the issued and outstanding shares of COFI Common
         Stock have been, and all of the shares of COFI Common Stock to be
         issued in the Company Merger will be, at the Effective Time, duly and
         validly authorized and issued, and are or will be, as the case may be,
         fully paid and non-assessable. None of the outstanding shares of COFI
         Common Stock has been issued in violation of any preemptive rights of
         the current or past stockholders of COFI and none of the outstanding
         shares of COFI Common Stock is or will be entitled to any preemptive
         rights in respect of the Company Merger or any of the other
         transactions contemplated by this Agreement.

                  (b) As of April 30, 1997, COFI does not have outstanding any
         securities or rights convertible into or exchangeable for COFI Common
         Stock or any commitments, contracts, understandings or arrangements by
         which COFI is or may be bound to issue

                                       10


<PAGE>



         additional shares of COFI Common Stock, except pursuant to an Agreement
         and Plan of Merger and Reorganization with Haverfield Corporation and
         Home Bank, F.S.B. dated April 22, 1997 ("Haverfield Definitive
         Agreement"), employee and director stock options or as otherwise set
         forth in Section 2.5 of the COFI Disclosure Schedule.

         2.6 COFI FINANCIAL STATEMENTS; MATERIAL CHANGES. COFI has heretofore
delivered to RCSB its audited consolidated financial statements for calendar
years ended December 31, 1996 and December 31, 1995 (together the "COFI
Financial Statements"). The COFI Financial Statements (x) are true and correct
in all material respects; (y) have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto); and (z) fairly
present the consolidated financial position of COFI as of the dates thereof and
the consolidated results of its operations, shareholders' equity, cash flows and
changes in financial position for the periods then ended. Since December 31,
1996 to the date hereof, COFI and the COFI Subsidiaries have not undergone or
suffered any changes in their respective condition (financial or otherwise),
properties, business or operations which have been, in any case or in the
aggregate, materially adverse to COFI on a consolidated basis except as
disclosed in Section 2.6 of the COFI Disclosure Schedule. No facts or
circumstances have been discovered from which it reasonably appears that there
is a significant risk and reasonable probability that COFI will suffer or
experience a Material Adverse Effect.

         2.7      COFI SUBSIDIARIES.

                  (a) All of the COFI Subsidiaries as of the date of this
         Agreement are listed in Section 2.7 of the COFI Disclosure Schedule.
         COFI owns directly or indirectly all of the issued and outstanding
         shares of capital stock of the COFI Subsidiaries. No capital stock of
         any of the COFI Subsidiaries is, or may become required to be, issued
         (other than to COFI or another COFI Subsidiary) by reason of any
         options, warrants, scrip, right to subscribe to, calls, or commitments
         of any character whatsoever relating to, or securities or rights
         convertible into or exchangeable for, shares of the capital stock of
         any COFI Subsidiary. All of the shares of capital stock of each COFI
         Subsidiary held by COFI or a COFI Subsidiary are fully paid and
         non-assessable and are owned free and clear of any claim, lien or
         encumbrance, except as disclosed in Section 2.7 of the COFI Disclosure
         Schedule.

                  (b) Each COFI Subsidiary is either a savings bank or a
         corporation and is duly organized, validly existing and in good
         standing under the laws of the jurisdiction in which it is incorporated
         or organized, and is duly licensed or qualified to do business and is
         in good standing in each jurisdiction where the character of the assets
         or properties owned or leased by it or the nature of the business
         transacted by it requires it to be so licensed or qualified, except
         where the failure to be so licensed or qualified, either individually
         or in the aggregate, would not have a Material Adverse Effect on COFI
         or the ability of Charter Michigan or Charter One Bank to consummate
         the transactions contemplated herein.

                                       11


<PAGE>



         Each COFI Subsidiary has the corporate power and authority necessary
         for it to own, operate or lease its assets and properties and to carry
         on its business as it has been and is now being conducted.

                  (c) For purposes of this Agreement, an "COFI Subsidiary" or a
         "Subsidiary" of COFI shall mean each corporation, savings bank and
         other entity in which COFI owns or controls directly or indirectly 10%
         or more of the outstanding equity securities; provided, however, there
         shall not be included any such entity acquired in good faith through
         foreclosure, or any such entity to the extent that the equity
         securities of such entity are owned or controlled in a bona fide
         fiduciary capacity.

                  (d) Charter One Bank is a member in good standing of the
         Federal Home Loan Bank System. All eligible deposit accounts issued by
         Charter One Bank are insured by the Federal Deposit Insurance
         Corporation ("FDIC") through the Savings Association Insurance Fund
         ("SAIF") to the full extent permitted under applicable law. Charter One
         Bank is, and at all times since June 1, 1990 has been, a "domestic
         building and loan association" as defined in Section 7701(a)(19) of the
         Code and a "qualified thrift lender" as defined in Section 10(m) of
         HOLA.

         2.8 COFI FILINGS. COFI has previously made available, or will make
available prior to the Effective Time, to RCSB true and correct copies of its
(i) proxy statements relating to all meetings of its stockholders (whether
special or annual) during calendar years 1995, 1996, and 1997 and (ii) all other
reports, as amended, or filings, as amended, required to be filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") by COFI with
the SEC since January 1, 1995, including without limitation on Forms 10-K, 10-Q
and 8-K.

         2.9 COFI REPORTS. Each of COFI and the COFI Subsidiaries has filed, and
will continue to file, all material reports and statements, together with any
amendment required to be made with respect thereto, that it was, or will be
required to file with the SEC, the FDIC, the OTS, the National Association of
Securities Dealers, Inc. ("NASD") and other applicable thrift, securities and
other regulatory authorities (except filings which are not material). As of
their respective dates (and without giving effect to any amendments or
modifications filed after the date of this Agreement with respect to reports and
documents filed before the date of this Agreement), each of such reports and
documents, including the financial statements, exhibits, and schedules thereto,
complied in all material respects with all of the statutes, rules and
regulations enforced or promulgated by the authority with which they were filed
and did not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. Other than
normal examinations conducted by the Internal Revenue Service, state and local
taxing authorities, the OTS or the FDIC in the regular course of the business of
COFI or the COFI Subsidiaries, no federal, state or local governmental agency,
commission or other entity has initiated any proceeding or, to the best
knowledge of COFI and Charter One Bank, investigation into the business or
operations of COFI or the COFI Subsidiaries within the past two years except

                                       12


<PAGE>



as set forth in Section 2.9 of the COFI Disclosure Schedule. There is no
unresolved violation, criticism or exception by the SEC, OTS, FDIC or other
agency, commission or entity with respect to any report or statement referred to
herein that is material to COFI or any COFI Subsidiary.

         2.10     COMPLIANCE WITH LAWS.

                  (a) Except as disclosed in Section 2.10 of the COFI Disclosure
         Schedule, the businesses of COFI and the COFI Subsidiaries are not
         being conducted in violation of any law, ordinance or regulation of any
         governmental entity, including, without limitation, any laws affecting
         financial institutions (including those pertaining to the Bank Secrecy
         Act, the investment of funds, the lending of money, the collection of
         interest and the extension of credit), federal and state securities
         laws, laws and regulations relating to financial statements and
         reports, truth-in-lending, truth-in-savings, usury, fair credit
         reporting, consumer protection, occupational safety, fair employment
         practices, fair labor standards and laws and regulations relating to
         employees and employee benefits, and any statutes or ordinances
         relating to the properties occupied or used by COFI or any COFI
         Subsidiary, except for possible violations which either singly or in
         the aggregate do not and, insofar as reasonably can be foreseen in the
         future, will not have a Material Adverse Effect on COFI.

                  (b) Except as disclosed in Section 2.10 of the COFI Disclosure
         Schedule, no investigation or review by any governmental entity with
         respect to COFI or any COFI Subsidiary is pending or, to the best
         knowledge of COFI and Charter One Bank, threatened, nor has any
         governmental entity indicated to COFI or any COFI Subsidiary an
         intention to conduct the same, other than normal or routine regulatory
         examinations and those the outcome of which will not have a Material
         Adverse Effect on COFI.

                  (c) COFI and each of the COFI Subsidiaries, where applicable,
         is in substantial compliance with the applicable provisions of the
         Community Reinvestment Act of 1977 and the regulations promulgated
         thereunder. As of the date of this Agreement, neither COFI nor Charter
         One Bank has been advised of the existence of any fact or circumstance
         or set of facts or circumstances which, if true, would cause COFI or
         any of the COFI Subsidiaries to fail to be in substantial compliance
         with such provisions. No COFI Subsidiary that is a financial
         institution has received a rating from an applicable regulatory
         authority which is less than "satisfactory."

         2.11 REGISTRATION STATEMENT; JOINT PROXY STATEMENT. The information to
be supplied by COFI for inclusion in the Registration Statement will not, at the
time the Registration Statement is declared effective and at the Effective Time,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The information to be supplied by COFI for inclusion in the Joint
Proxy Statement will not, on the date the Joint Proxy Statement (or any
amendment thereof or supplement thereto) is first mailed to stockholders of COFI
or RCSB, or at the time of their respective meetings of stockholders to

                                       13


<PAGE>



vote on this Agreement and the Company Merger, and at the Effective Time,
contain any statement that, in light of the circumstances under which it is
made, is false or misleading with respect to any material fact, omits to state
any material fact necessary in order to make the statements made therein not
false or misleading, or omits to state any material fact necessary to correct
any statement in any earlier communication with respect to the solicitation of
proxies for such meetings of stockholders that has become false or misleading.
If, at any time prior to the Effective Time, any event relating to COFI or any
of its affiliates, officers or directors is discovered by COFI that should be
set forth in an amendment to the Registration Statement or a supplement to the
Joint Proxy Statement, COFI will promptly inform RCSB and such amendment or
supplement will be promptly filed with the SEC and, as required by law,
disseminated to the stockholders of COFI and RCSB. Notwithstanding the
foregoing, COFI makes no representation or warranty with respect to any
information supplied by RCSB that is contained in any of the Registration
Statement or the Joint Proxy Statement. The Joint Proxy Statement and the
Registration Statement will (with respect to COFI) comply in all material
respects as to form and substance with the requirements of the Exchange Act, the
Securities Act, and the rules and regulations thereunder.

         2.12 LITIGATION. Except as disclosed in Section 2.12 of the COFI
Disclosure Schedule, there is no suit, action, investigation or proceeding,
legal, quasi-judicial, administrative or otherwise, pending or, to the best
knowledge of COFI and Charter One Bank threatened, against or affecting COFI or
any COFI Subsidiary, or any of their respective officers, directors, employees
or agents, in their capacities as such, which if adversely determined, would
have a Material Adverse Effect on COFI or which would materially affect the
ability of COFI, Charter Michigan or Charter One Bank to consummate the
transactions contemplated herein or which is seeking to enjoin consummation of
the transactions provided for herein or to obtain other relief in connection
with this Agreement or the transactions contemplated hereby, nor is there any
judgment, decree, injunction, rule or order of any court, governmental
department, commission agency, instrumentality or arbitrator outstanding against
COFI or any COFI Subsidiary or any of their respective officers, directors,
employees or agents, in their capacities as such, having, or which, insofar as
reasonably can be foreseen in the future, would have any such effect.

         2.13 LICENSES. COFI and the COFI Subsidiaries hold all licenses,
certificates, permits, franchises and all patents, trademarks, service marks,
trade names, copyrights or rights thereto, and required authorizations,
approvals, consents, licenses, clearances and orders or registrations with all
appropriate federal, state or other authorities that are material to the conduct
of their respective businesses as now conducted and as presently proposed to be
conducted.

         2.14 TAXES.

                  (a) Except as disclosed in Section 2.14 of the COFI Disclosure
         Schedule, COFI and the COFI Subsidiaries have each timely filed all tax
         and information returns required to be filed and have paid (or COFI has
         paid on behalf of its Subsidiaries), or have accrued on their
         respective books and set up an adequate reserve for the payment of, all

                                       14


<PAGE>



         taxes reflected on such returns or required to be paid in respect of
         the periods covered by such returns and have accrued on their
         respective books and set up an adequate reserve for the payment of all
         income and other taxes anticipated to be payable in respect of periods
         through the end of the calendar month next preceding the date hereof.
         Neither COFI nor any COFI Subsidiary is delinquent in the payment of
         any tax, assessment or governmental charge. No deficiencies for any
         taxes have been proposed, asserted or assessed against COFI or any COFI
         Subsidiary that have not been resolved or settled, and no requests for
         waivers of the time to assess any such tax are pending or have been
         agreed to. Except as set forth in Section 2.14 of the COFI Disclosure
         Schedule, neither COFI nor any COFI Subsidiary is currently subject to
         audit or examination of any of its income tax returns by the Internal
         Revenue Service or any state, municipal or other taxing authority.
         Neither COFI nor any COFI Subsidiary is a party to any action or
         proceeding by any governmental authority for the assessment or the
         collection of taxes. Deferred taxes of COFI and the COFI Subsidiaries
         have been accounted for in accordance with generally accepted
         accounting principles.

                  (b) COFI has not filed any consolidated federal income tax
         return with an "affiliated group" (within the meaning of Section 1504
         of the Code), where COFI was not the common parent of the group.
         Neither COFI nor any COFI Subsidiary is, or has been, a party to any
         tax allocation agreement or arrangement pursuant to which it has any
         contingent or outstanding liability to anyone other than COFI or a COFI
         Subsidiary.

                  (c) COFI and the COFI Subsidiaries have each withheld amounts
         from its employees, stockholders or holders of public deposit accounts
         in compliance with the tax withholding provisions of applicable
         federal, state and local laws, have filed all federal, state and local
         returns and reports for all periods for which such returns or reports
         would be due with respect to income tax withholding, social security,
         unemployment taxes, income and other taxes and all payments or deposits
         with respect to such taxes have been timely made and, except as set
         forth in Section 2.14 of the COFI Disclosure Schedule, have notified
         all employees, stockholders, and holders of public deposit accounts of
         their obligations to file all forms, statements and reports with it in
         accordance with applicable federal, state and local tax laws and have
         taken reasonable steps to insure that such employees, stockholders and
         holders of public deposit accounts have filed all such forms,
         statements and reports with it.

                  (d) For the purposes of this Agreement, the terms "tax" and
         "taxes" include, without limitation, any federal, state, local or
         foreign income, leasing, franchise, excise, gross receipts, sales, use,
         occupational, employment, real property, ad valorem, tangible and
         intangible personal property and state taxes, payments in lieu of
         taxes, levies, duties, imposts, business, operations or financial
         condition, assessments, fees, charges and withholdings of any nature
         whatsoever, together with any related penalties, fines, additions to
         tax or interest thereon.

                                       15


<PAGE>



         2.15 INSURANCE. COFI and the COFI Subsidiaries maintain insurance with
insurers which in the best judgment of management of COFI are sound and
reputable on their respective assets and upon their respective businesses and
operations against loss or damage, risks, hazards and liabilities as in their
judgment they deem appropriate. COFI and the COFI Subsidiaries maintain in
effect all insurance required to be carried by law or by any agreement by which
they are bound. All material claims under all policies of insurance maintained
by COFI and the COFI Subsidiaries have been filed in due and timely fashion.

         2.16     LOANS; INVESTMENTS.

                  (a) Except as otherwise disclosed in Section 2.16 of the COFI
         Disclosure Schedule, each material loan reflected as an asset on the
         COFI Financial Statements dated as of December 31, 1996 is evidenced by
         appropriate and sufficient documentation and constitutes, to the best
         knowledge of COFI and Charter One Bank, the legal, valid and binding
         obligation of the obligor named therein, enforceable in accordance with
         its terms, except to the extent that the enforceability thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium or
         similar laws or equitable principles or doctrines. Except as set forth
         in Section 2.16 of the COFI Disclosure Schedule, all such loans are,
         and at the Effective Time will be, free and clear of any security
         interest, lien, encumbrance or other charge.

                  (b) All guarantees of indebtedness owed to COFI or any COFI
         Subsidiary, including but not limited to those of the Federal Housing
         Administration, the Small Business Administration, and other state and
         federal agencies, are, to the best knowledge of COFI and Charter One
         Bank, valid and enforceable, except to the extent enforceability
         thereof may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or similar laws or equitable principles or
         doctrines and except as would not have a Material Adverse Effect on
         COFI.

                  (c) All interest rate swaps, caps, floors and option
         agreements and other interest rate risk management arrangements to
         which COFI or any COFI Subsidiary is a party or by which any of their
         properties or assets may be bound were entered into in the ordinary
         course of business and, to the best knowledge of COFI and Charter One
         Bank, in accordance with then-customary practice and applicable rules,
         regulations and policies of thrift regulatory authorities and with
         counterparties believed to be financially responsible at the time and
         are legal, valid and binding obligations and are in full force and
         effect. COFI and the COFI Subsidiaries have duly performed in all
         material respects all of their respective obligations thereunder to the
         extent that such obligations to perform have accrued, and to the best
         knowledge of COFI and Charter One Bank, there are no material breaches,
         violations or defaults or allegations or assertions of such by any
         party thereunder. None of the transactions contemplated by this
         Agreement would permit (i) a counterparty under any interest rate swap,
         cap, floor and option agreement or any other interest rate risk
         management agreement or (ii) any party to any mortgage backed security

                                       16


<PAGE>



         financing arrangement, to accelerate, discontinue, terminate, or
         otherwise modify any such agreement or arrangement or would require
         COFI or any COFI Subsidiary to recognize any gain or loss with respect
         to such arrangement.

                  (d) Except as set forth in Section 2.16 of the COFI Disclosure
         Schedule and except for pledges to secure public and trust deposits,
         none of the investments reflected in the COFI Financial Statements
         dated as of December 31, 1996 under the heading "Investment
         Securities," and none of the investments made by COFI and the COFI
         Subsidiaries since December 31, 1996, is subject to any restriction,
         whether contractual or statutory, which materially impairs the ability
         of COFI or any COFI Subsidiary to freely dispose of such investment at
         any time, other than those restrictions imposed on securities held for
         investment under generally accepted accounting principles. With respect
         to all material repurchase agreements to which COFI or any COFI
         Subsidiary is a party, COFI or such Subsidiary has a valid, perfected
         first lien, or security interest in the government securities or other
         collateral securing each such repurchase agreement, and the value of
         the collateral securing each such repurchase agreement equals or
         exceeds the amount of the debt secured by such collateral under such
         agreement.

         2.17 ALLOWANCE FOR POSSIBLE LOAN LOSSES. The allowance for possible
loan losses shown on the COFI Financial Statements as of December 31, 1996, (and
as shown on any financial statements to be delivered by COFI to RCSB pursuant to
Section 5.7 hereof), to the best knowledge of COFI and Charter One Bank, as of
such date was (and will be as of such subsequent financial statement dates)
adequate in all respects to provide for possible or specific losses, net of
recoveries relating to loans previously charged off, on loans outstanding, and
contained (or will contain) an additional amount of unallocated reserves for
unanticipated future losses at a level considered adequate under the standards
applied by applicable federal regulatory authorities and based upon generally
accepted accounting principles applicable to Charter One Bank. To the best
knowledge of COFI and Charter One Bank, the aggregate principal amount of loans
contained (or that will be contained) in the loan portfolio of COFI and the COFI
Subsidiaries as of December 31, 1996 (and as of the dates of any financial
statements to be delivered by COFI to RCSB pursuant to Section 5.7 hereof), in
excess of such reserve, was (and will be) fully collectible.

         2.18     COFI BENEFIT PLANS.
  
                  (a) The term "COFI Benefit Plans" as used herein refers to
         each compensation, consulting, employment, termination or collective
         bargaining agreement, and each stock option, stock purchase, stock
         appreciation right, life, health, accident or other insurance, bonus,
         deferred or incentive compensation, severance or separation agreement
         or any agreement providing any payment or benefit resulting from a
         change in control, profit sharing, retirement, or other employee
         benefit plan, practice, policy or arrangement of any kind, oral or
         written, covering any employee, former employee, director or former
         director of COFI or any COFI Subsidiary or his or her beneficiaries,
         including, but not limited to,

                                       17


<PAGE>



         any employee benefit plans within the meaning of Section 3(3) of the
         Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
         which COFI or any COFI Subsidiary maintains, to which COFI or any COFI
         Subsidiary contributes, or under which any employee, former employee,
         director or former director of COFI or any COFI Subsidiary is covered
         or has benefit rights and pursuant to which any liability of COFI or
         any COFI Subsidiary exists or is reasonably likely to occur, provided
         that the term "Plan or "Plans" is used in this Agreement for
         convenience only and does not constitute an acknowledgment that a
         particular arrangement is an employee benefit plan within the meaning
         of Section 3(3) of ERISA. No COFI Benefit Plan is a multi-employer plan
         within the meaning of Section 3(37) of ERISA.

                  (b) Each of the COFI Benefit Plans that is intended to be a
         pension, profit sharing, stock bonus, thrift, savings or employee stock
         ownership plan that is qualified under Section 401(a) of the Code
         ("COFI Qualified Plans") has been determined by the Internal Revenue
         Service to qualify under Section 401(a) of the Code, or an application
         for determination of such qualification has been timely made to the
         Internal Revenue Service prior to the end of the applicable remedial
         amendment period under Section 401(b) of the Code, and, to the best of
         COFI's knowledge, there exist no circumstances likely to adversely
         affect the qualified status of any such COFI Qualified Plan. All such
         COFI Qualified Plans established or maintained by COFI or any of the
         COFI Subsidiaries or to which COFI or any of the COFI Subsidiaries
         contribute are in compliance in all material respects with all
         applicable requirements of ERISA, and are in compliance in all material
         respects with all applicable requirements (including qualification and
         non-discrimination requirements) of the Code for obtaining the tax
         benefits the Code thereupon permits with respect to such COFI Qualified
         Plans. Neither COFI nor any COFI Subsidiary maintains, sponsors or
         contributes to a Qualified Plan that is a defined benefit pension plan
         subject to Title IV of ERISA. All accrued contributions and other
         payments required to be made by COFI or any COFI Subsidiary to any COFI
         Benefit Plan through December 31, 1996, have been made or reserves
         adequate for such purposes as of December 31, 1996 have been set aside
         therefor and reflected in the COFI Financial Statements dated as of
         December 31, 1996. Neither COFI nor any COFI Subsidiary is in material
         default in performing any of its respective contractual obligations
         under any of the COFI Benefit Plans or any related trust agreement or
         insurance contract, and there are no material outstanding liabilities
         of any such Plan other than liabilities for benefits to be paid to
         participants in such Plan and their beneficiaries in accordance with
         the terms of such Plan.

                  (c) There is no pending or, to the best knowledge of COFI and
         Charter One Bank, threatened litigation or pending claim (other than
         benefit claims made in the ordinary course) by or on behalf of or
         against any of the COFI Benefit Plans (or with respect to the
         administration of any of the such Plans) now or heretofore maintained
         by COFI or any COFI Subsidiary which allege violations of applicable
         state or federal law

                                       18


<PAGE>



         which are reasonably likely to result in a liability on the part of
         COFI or any COFI Subsidiary or any such Plan.

                  (d) COFI and the COFI Subsidiaries and all other persons
         having fiduciary or other responsibilities or duties with respect to
         any COFI Benefit Plan are and have since the inception of each such
         Plan been in substantial compliance with, and each such Plan is and has
         been operated in substantial accordance with, its provisions and in
         substantial compliance with the applicable laws, rules and regulations
         governing such Plan, including, without limitation, the rules and
         regulations promulgated by the Department of Labor, the Pension Benefit
         Guaranty Corporation ("PBGC") and the Internal Revenue Service under
         ERISA, the Code or any other applicable law. Notwithstanding the
         foregoing, no representation is made with respect to compliance by a
         third party insurance company. No "reportable event" (as defined in
         Section 4043(b) of ERISA) has occurred with respect to any COFI
         Qualified Plan. Neither COFI, any COFI Subsidiary nor any COFI Benefit
         Plan has incurred or is reasonably likely to incur any liability for
         any "prohibited transactions" (as defined in Section 406 of ERISA or
         Section 4975(a) of the Code), or any material liability under Section
         601 of ERISA or Section 4980 of the Code.

                  (e) COFI and the COFI Subsidiaries have filed or caused to be
         filed, and will continue to file or cause to be filed, in a timely
         manner all filings pertaining to each COFI Benefit Plan with the
         Internal Revenue Service, the PBGC, the Department of Labor, and as
         prescribed by the Code or ERISA, or regulations issued thereunder. All
         such filings, as amended, were complete and accurate in all material
         respects as of the dates of such filings. Notwithstanding the
         foregoing, no representation is made with respect to filings by a third
         party insurance company.

         2.19     COMPLIANCE WITH ENVIRONMENTAL LAWS.

                  (a) Except as set forth in Section 2.19 of the COFI Disclosure
         Schedule: (i) to the best knowledge of COFI and Charter One Bank, the
         operations of COFI and each of the COFI Subsidiaries comply in all
         material respects with all applicable past and present Environmental
         Laws (as defined below); (ii) to the best knowledge of COFI and Charter
         One Bank, none of the operations of COFI or any COFI Subsidiary, no
         assets presently or formerly owned or leased by COFI or any COFI
         Subsidiary and no Mortgaged Premises (as defined below) or a
         Participating Facility (as defined below) are subject to any judicial
         or administrative proceedings alleging the violation of any past or
         present Environmental Law, nor are they the subject of any claims
         alleging damages to health or property, pursuant to which COFI, any
         COFI Subsidiary or any owner of a Mortgaged Premises or a Participating
         Facility would be liable in law or equity; (iii) none of the operations
         of COFI or any COFI Subsidiary, no assets presently owned or, to the
         best knowledge of COFI and Charter One Bank, formerly owned by COFI or
         any COFI Subsidiary, and, to the best knowledge of COFI and Charter One
         Bank, no Mortgaged Premises or Participating Facility are the subject
         of any federal, state or local investigation evaluating

                                       19


<PAGE>



         whether any remedial action is needed to respond to a release or
         threatened release of any Hazardous Substance (as defined below), or
         any other substance into the environment, nor has COFI or any COFI
         Subsidiary, or, to the best knowledge of COFI and Charter One Bank, any
         owner of a Mortgaged Premises or Participating Facility been directed
         to conduct such investigation, formally or informally, by any
         governmental agency, nor have any of them agreed with any governmental
         agency or private person to conduct any such investigation; and (iv)
         neither COFI or any COFI Subsidiary, nor, to the best knowledge of COFI
         and Charter One Bank, any owner of a Mortgaged Premises or a
         Participating Facility has filed any notice under any Environmental Law
         indicating past or present treatment, storage or disposal of a
         Hazardous Substance or reporting a spill or release of a Hazardous
         Substance, or any other substance into the environment.

                  (b) For purposes of this Section, "Mortgaged Premises" shall
         mean each (i) real property interest (including without limitation any
         fee or leasehold interest) which is encumbered or affected by any
         mortgage, deed of trust, deed to secure debt or other similar document
         or instrument granting to any party hereto or any of its Subsidiaries a
         lien on or security interest in such real property interest and (ii)
         any other real property interest upon which is situated assets or other
         property affected or encumbered by any document or instrument granting
         to any party hereto or any of its Subsidiaries a lien thereon or
         security interest therein; provided, however, that the term "Mortgaged
         Premises" shall not include one- to four-unit, single-family
         residences, and in the case of COFI and the COFI Subsidiaries, any real
         property interest securing a loan with a principal balance of less than
         one million dollars, and in the case of RCSB and the RCSB Subsidiaries,
         any real property interest securing a loan with a principal balance of
         less than five hundred thousand dollars. For purposes of this Section,
         "Participating Facility" means any property in which any party hereto
         or any of its Subsidiaries participates in the management of such
         property and, where the context requires, includes the owner or
         operator of such property. For purposes of this Agreement, "Hazardous
         Substance" has the meaning set forth in Section 9601 of the
         Comprehensive Environmental Response Compensation and Liability Act of
         1980, 42 U.S.C.A., Section 9601 et seq., and also includes any
         substance now or hereafter regulated by or subject to any Environmental
         Laws (as defined below) and any other pollutant, contaminant, or waste,
         including without limitation, petroleum, asbestos, fiberglass, radon,
         and polychlorinated biphenyls. For purposes of this Agreement,
         "Environmental Laws" means all laws (civil or common), ordinances,
         rules, regulations, guidelines, and orders that: (i) regulate air,
         water, soil, and solid waste management, including the generation,
         release, containment, storage, handling, transportation, disposition,
         or management of any Hazardous Substance; (ii) regulate or prescribe
         requirements for air, water, or soil quality; (iii) are intended to
         protect public health or the environment; or (iv) establish liability
         for the investigation, removal, or cleanup of, or damage caused by, any
         Hazardous Substance.

         2.20     CONTRACTS AND COMMITMENTS.  Section 2.20 of the COFI 
Disclosure Schedule contains, and shall be supplemented by COFI, as required by
Section 5.10 hereof, so as to contain

                                       20


<PAGE>



at the Closing Date copies of each of the following documents, certified by an
officer of COFI to be true and correct copies of such documents on the dates of
such certificates.

                  (a) The Certificate or Articles of Incorporation, Charters and
         Bylaws of COFI and each COFI Subsidiary.

                  (b) All judgments, orders, injunctions, court decrees or
         settlement agreements arising out of or relating to the labor and
         employment practices or decisions of COFI or any COFI Subsidiary which,
         by their terms, continue to bind or affect COFI or any COFI Subsidiary.

                  (c) All orders, decrees, memorandums, agreements or
         understandings with regulatory agencies binding upon or affecting the
         current operations of COFI or any COFI Subsidiary or any of their
         directors or officers in their capacities as such.

         2.21 DEFAULTS. There has not been any default in any material
obligation to be performed by COFI or any COFI Subsidiary under any material
contract or commitment, and neither COFI nor any COFI Subsidiary has waived, any
material right under any material contract or commitment. To the best knowledge
of COFI and Charter One Bank, no other party to any material contract or
commitment is in default in any material obligation to be performed by such
party.

         2.22 OPERATIONS SINCE DECEMBER 31, 1996. Between December 31, 1996 and
the date hereof, except as set forth in Section 2.22 of the COFI Disclosure
Schedule, there has not been:

                  (a) any creation or assumption of indebtedness (including the
         extension or renewal of any existing indebtedness, or the increase
         thereof) by COFI or any COFI Subsidiary for borrowed money, or
         otherwise, other than in the ordinary course of business, none of which
         is in default;

                  (b) any change in COFI's independent auditors, historic
         methods of accounting (other than as required by generally accepted
         accounting principles or regulatory accounting principles), or in its
         system for maintaining its equipment and real estate; or

                  (c) any event or condition of any character (other than
         changes in legal, economic or other conditions which are not specially
         or uniquely applicable to COFI or any COFI Subsidiary) materially
         adversely affecting the business, operations or financial condition of
         COFI on a consolidated basis.

         2.23 UNDISCLOSED LIABILITIES. All of the obligations or liabilities
(whether accrued, absolute, contingent, unliquidated or otherwise, whether due
or to become due, and regardless of when asserted) arising out of transactions
or events heretofore entered into, or any action or inaction, including taxes
with respect to or based upon transactions or events heretofore occurring, that
are required to be reflected, disclosed or reserved against in audited
consolidated

                                       21


<PAGE>



financial statements in accordance with generally accepted accounting principles
("Liabilities") have, in the case of COFI and the COFI Subsidiaries, been so
reflected, disclosed or reserved against in the COFI Financial Statements dated
as of December 31, 1996 or in the notes thereto, and COFI and the COFI
Subsidiaries have no other Liabilities except (a) Liabilities incurred since
December 31, 1996 in the ordinary course of business, (b) Liabilities under the
Haverfield Definitive Agreement or (c) as disclosed in Section 2.23 of the COFI
Disclosure Schedule.

         2.24     ASSETS.

                  (a) COFI and the COFI Subsidiaries have good, and marketable
         title to their real properties, including any leaseholds and ground
         leases, and their other assets and properties, all as reflected as
         owned or held by COFI in the COFI Financial Statements dated as of
         December 31, 1996, and those acquired since such date, except for (i)
         assets and properties disposed of since such date in the ordinary
         course of business and (ii) liens, none of which, in the aggregate,
         except as set forth in the COFI Financial Statements dated as of
         December 31, 1996 or in Section 2.24 of the COFI Disclosure Schedule,
         are material to the assets of COFI on a consolidated basis. All
         buildings, structures, fixtures and appurtenances comprising part of
         the real properties of COFI and the COFI Subsidiaries (whether owned or
         leased) are in good operating condition and have been well maintained,
         reasonable wear and tear excepted. Title to all real property owned by
         COFI and the COFI Subsidiaries is held in fee simple, except as
         otherwise noted in the COFI Financial Statements as of December 31,
         1996 or as set forth in Section 2.24 of the COFI Disclosure Schedule.
         COFI and the COFI Subsidiaries have title or other rights to its assets
         sufficient in all material respects for the conduct of their respective
         businesses as presently conducted, and except as set forth in the COFI
         Financial Statements dated as of December 31, 1996, or in Section 2.24
         of the COFI Disclosure Schedule, such assets are free, clear and
         discharged of and from any and all liens, charges, encumbrances,
         security interests and/or equities which are material to COFI or any
         COFI Subsidiary.

                  (b) All leases pursuant to which COFI or any COFI Subsidiary,
         as lessee, leases real or personal property which are material to the
         business of COFI on a consolidated basis are, to the best knowledge of
         COFI and Charter One Bank, valid, effective, and enforceable against
         the lessor in accordance with their respective terms. There is not
         under any of such leases any existing default, or any event which, with
         notice or lapse of time or both, would constitute a default, with
         respect to COFI or any COFI Subsidiary, or to the best knowledge of
         COFI and Charter One Bank, and the other party.

         2.25 INDEMNIFICATION. To the best knowledge of COFI and Charter One
Bank, except as set forth in Section 2.25 of the COFI Disclosure Schedule, no
action or failure to take action by any director, officer, employee or agent of
COFI or any COFI Subsidiary has occurred which would give rise to a claim by any
such person for indemnification from COFI or any COFI Subsidiary under the
corporate indemnification provisions of such entity in effect on the date of
this Agreement.

                                       22


<PAGE>



         2.26 INSIDER INTERESTS. All outstanding loans and other contractual
arrangements (including deposit relationships) between COFI or any COFI
Subsidiary and any of its officers, directors or employees conform to applicable
rules and regulations and requirements of all applicable regulatory agencies
which were in effect when such loans and other contractual arrangements were
entered into. Except as set forth in Section 2.26 of the COFI Disclosure
Schedule, no officer, director or employee of COFI or any COFI Subsidiary has
any material interest in any property, real or personal, tangible or intangible,
used in or pertaining to the business of COFI or any COFI Subsidiary.

        2.27 BROKERS AND FINDERS. Neither COFI nor any COFI Subsidiary nor any 
of their respective officers, directors or employees has employed any broker or
finder or incurred any liability for any financial advisory fees (other than in
connection with a fairness opinion), brokerage fees, commissions or finders's
fees, and no broker or finder has acted directly or indirectly for COFI or any
COFI Subsidiary, in connection with this Agreement or the transactions
contemplated hereby.

         2.28 ACCURACY OF INFORMATION. The statements of COFI and Charter One
Bank contained in this Agreement, the Schedules hereto and in any other written
document executed and delivered by or on behalf of COFI or Charter One Bank
pursuant to the terms of this Agreement are true and correct in all material
respects.

         2.29 FAIRNESS OPINION.  COFI has received from Montgomery Securities a
fairness opinion, dated as of the date of this Agreement, to the effect that the
Company Merger is fair to the stockholders of COFI from a financial point of
view.

         2.30 GOVERNMENTAL APPROVALS AND OTHER CONDITIONS. To the best knowledge
of COFI and Charter One Bank, there is no reason relating specifically to COFI
or any COFI Subsidiary why (a) the approvals that are required to be obtained
from regulatory authorities having approval authority in connection with the
transactions contemplated hereby should not be granted, (b) such regulatory
approvals should be subject to a condition which would differ from conditions
customarily imposed by such regulatory authorities in orders approving
acquisitions of the type contemplated hereby or (c) any of the conditions
precedent as specified in Article VI hereof to the obligations of any of the
parties hereto to consummate the transactions contemplated hereby are unlikely
to be fulfilled within the applicable time period or periods required for
satisfaction of such condition or conditions.

         2.31  NO OWNERSHIP IN RCSB.  Neither COFI nor any COFI Subsidiary owns
any RCSB Common Stock.

                                       23


<PAGE>



                                   ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF RCSB AND TARGET BANK

         RCSB and Target Bank jointly and severally represent and warrant to
COFI and Charter One Bank that except as set forth in that certain confidential
writing delivered by RCSB to COFI on or before the date hereof (the "RCSB
Disclosure Schedule"):

         3.1 ORGANIZATION. RCSB is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite power and authority, corporate and otherwise, to own, operate and
lease its assets and properties and to carry on its business substantially as it
is now being conducted. RCSB is duly licensed or qualified to do business and is
in good standing in each jurisdiction where the character of the assets or
properties owned or leased by it or the nature of the business transacted by it
requires that it be so licensed or qualified, except where the failure to be so
licensed or qualified would not have a Material Adverse Effect on RCSB or its
ability to consummate the transactions contemplated herein. RCSB has all
requisite corporate power and authority to enter into this Agreement and,
subject to the approval of this Agreement and the Company Merger by its
stockholders and the receipt of all requisite regulatory approvals and the
expiration of any applicable waiting periods, to consummate the transactions
contemplated hereby. RCSB is duly registered as a savings and loan holding
company under HOLA.

         3.2 AUTHORIZATION. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and unanimously approved and authorized by the Boards of Directors of RCSB
and Target Bank, and all necessary corporate action on the part of RCSB and
Target Bank has been taken, subject to the approval of this Agreement and the
Company Merger by the holders of a majority of the issued and outstanding RCSB
Common Stock. This Agreement has been duly executed and delivered by RCSB and
Target Bank and constitutes the valid and binding obligation of each of them and
is enforceable against each of them, except to the extent that enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles or doctrines.

         3.3 CONFLICTS. Subject to the second sentence of this Section 3.3, the
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, conflict with or result in any
violation, breach or termination of, or default or loss of a material benefit
under, or permit the acceleration of any obligation under, or result in the
creation of any lien, charge or encumbrance on any property or assets under, any
provision of the Certificate of Incorporation or Bylaws of RCSB or similar
documents of any RCSB Subsidiary (as defined in Section 3.7 hereof), or any
material mortgage, indenture, lease, agreement or other instrument, permit,
concession, grant, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to RCSB or any RCSB Subsidiary or their
respective properties, other than any such conflicts, violations or defaults
which (i) will be cured or waived prior to the Effective Time or (ii) are
disclosed in Section 3.3 of the RCSB Disclosure Schedule.

                                       24


<PAGE>



No consent, approval, order or authorization of, or registration, declaration or
filing with, any federal or state governmental authority is required by or with
respect to RCSB or Target Bank in connection with the execution and delivery of
this Agreement or the consummation by RCSB or Target Bank of the transactions
contemplated hereby except for the filings, approvals or waivers contemplated by
Section 2.3 hereof and consents that are not material to the transactions
contemplated hereby.

         3.4 ANTI-TAKEOVER PROVISIONS INAPPLICABLE. No "business combination,"
"moratorium," "control share" or other state anti-takeover statute or
regulation, (i) applies to the Merger, the Voting Agreements or the Stock Option
Agreement, (ii) prohibits or restricts the ability of RCSB or Target Bank to
perform its obligations under this Agreement, or its ability to consummate the
transactions contemplated hereby, (iii) would have the effect of invalidating or
voiding this Agreement, any of the Voting Agreements, or the Stock Option
Agreement, or any provision hereof or thereof, or (iv) would subject COFI,
Charter Michigan or Charter One Bank to any material impediment or condition in
connection with the exercise of any of its right under this Agreement, any of
the Voting Agreements, or the Stock Option Agreement.

         3.5      CAPITALIZATION AND STOCKHOLDERS.

                  (a) The authorized capital stock of RCSB consists of (i)
         50,000,000 shares of RCSB Common Stock, $1.00 par value per share, of
         which 14,477,106 shares are issued and outstanding and 947,100 shares
         are held as treasury shares, in each case as of the date of this
         Agreement, and (ii) 50,000,000 shares of series preferred stock, $1.00
         par value, consisting of 200,000 shares of Series A junior
         participating preferred stock and 4,000,000 shares of 7% noncumulative,
         convertible perpetual preferred stock Series B, of which none are
         issued and outstanding. All of the issued and outstanding shares of
         RCSB Common Stock have been duly and validly authorized and issued, and
         are fully paid and non-assessable. None of the outstanding shares of
         RCSB Common Stock has been issued in violation of any preemptive rights
         of current or past stockholders or are subject to any preemptive rights
         of the current or past stockholders of RCSB. All of the issued and
         outstanding shares of RCSB Common Stock will be entitled to vote to
         approve this Agreement and the Company Merger.

                  (b) As of the date hereof, RCSB had _______ shares of RCSB
         Common Stock reserved for issuance under the 1986 Option Plan and 1992
         Option Plan for the benefit of employees and directors of RCSB and the
         RCSB Subsidiaries, pursuant to which options covering 759,464 shares of
         RCSB Common Stock are outstanding (the "RCSB Stock Options"). Except as
         set forth in this Section, there are no shares of capital stock or
         other equity securities of RCSB outstanding and no outstanding options,
         warrants, scrip, rights to subscribe to, calls or commitments of any
         character whatsoever relating to, or securities or rights convertible
         into or exchangeable for, shares of the capital stock of RCSB, or
         contracts, commitments, understandings, or arrangements by which RCSB
         is or may be bound to issue additional shares of its capital stock or
         options, warrants, or rights to purchase or acquire any additional
         shares of its capital stock. Section 3.5 of the RCSB

                                       25


<PAGE>



         Disclosure Schedule sets forth the name of the holder of each RCSB
         Stock Option and the date of grant of, number of shares represented by,
         exercise price and expiration of, and vesting or performance
         requirements associated with, each RCSB Stock Option.

         3.6 RCSB FINANCIAL STATEMENTS; MATERIAL CHANGES. RCSB has heretofore
delivered to COFI its audited consolidated financial statements for fiscal years
ended November 30, 1996 and November 30, 1995 (together the "RCSB Financial
Statements"). The RCSB Financial Statements (x) are true and correct in all
material respects; (y) have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto); and (z) fairly present the
consolidated financial position of RCSB as of the dates thereof and the
consolidated results of its operations, shareholders' equity, cash flows and
changes in financial position for the periods then ended. Since November 30,
1996 to the date hereof, RCSB and the RCSB Subsidiaries have not undergone or
suffered any changes in their respective condition (financial or otherwise),
properties, business or operations which have been, in any case or in the
aggregate, materially adverse to RCSB on a consolidated basis. No facts or
circumstances have been discovered from which it reasonably appears that there
is a significant risk or reasonable probability that RCSB will suffer or
experience a Material Adverse Effect.

         3.7      RCSB SUBSIDIARIES.

                  (a) All of the RCSB Subsidiaries are listed in Section 3.7 of
         the RCSB Disclosure Schedule. RCSB owns directly or indirectly all of
         the issued and outstanding shares of capital stock of the RCSB
         Subsidiaries. Section 3.7 of the RCSB Disclosure Schedule sets forth
         the number of shares of authorized and outstanding capital stock of the
         RCSB Subsidiaries. Except for equity securities of the Federal Home
         Loan Bank of New York or as set forth in Section 3.7 of the RCSB
         Disclosure Schedule, neither RCSB nor the RCSB Subsidiaries own
         directly or indirectly any equity securities, or other proprietary
         interest in any other corporation, limited liability company, joint
         venture, partnership, entity, association or other business. No capital
         stock of any of the RCSB Subsidiaries is or may become required to be
         issued (other than to RCSB) by reason of any options, warrants, scrip,
         rights to subscribe to, calls, or commitments of any character
         whatsoever relating to, or securities or rights convertible into or
         exchangeable for, shares of the capital stock of any RCSB Subsidiary.
         There are no contracts, commitments, understandings or arrangements
         relating to the rights of RCSB to vote or to dispose of shares of the
         capital stock of any RCSB Subsidiary. All of the shares of capital
         stock of each RCSB Subsidiary are fully paid and non-assessable and are
         owned by RCSB or another RCSB Subsidiary free and clear of any claim,
         lien or encumbrance, except as disclosed in Section 3.7 of the RCSB
         Disclosure Schedule.

                  (b) Each RCSB Subsidiary is either a savings bank or a
         corporation and is duly organized, validly existing and in good
         standing under the laws of the jurisdiction in which it is incorporated
         or organized, and is duly licensed or qualified to do business and is
         in good standing in each jurisdiction where the character of the assets
         or properties owned or

                                       26


<PAGE>



         leased by it or the nature of the business transacted by it requires it
         to be so licensed or qualified, except where the failure to be so
         licensed or qualified would not have a Material Adverse Effect on RCSB.
         Each RCSB Subsidiary has the corporate power and authority necessary
         for it to own, operate or lease its assets and properties and to carry
         on its business as it has been and is now being conducted.

                  (c) For purposes of this Agreement, an "RCSB Subsidiary" or a
         "Subsidiary" of RCSB shall mean each corporation, savings bank, and
         other entity in which RCSB owns or controls directly or indirectly 10%
         or more of the outstanding equity securities; provided, however, there
         shall not be included (i) Gateway American Bank, (ii) any entity that
         is inactive on the date of this Agreement, (iii) any entity acquired in
         good faith through foreclosure, or (iv) any entity to the extent that
         the equity securities of such entity are owned or controlled in a bona
         fide fiduciary capacity.

                  (d) Target Bank is a member in good standing of the Federal
         Home Loan Bank System. All eligible deposit accounts issued by Target
         Bank are insured by the FDIC through the Bank Insurance Fund ("BIF") or
         the SAIF to the full extent permitted under applicable law. Target Bank
         is, and at all times since June 1, 1990 has been, a "domestic building
         and loan association" as defined in Section 7701(a)(19) of the Code.
         The liquidation account established by Target Bank in connection with
         its conversion from mutual to stock form has been maintained since its
         establishment in accordance with applicable laws and the records with
         respect to said account are complete and accurate in all material
         respects.

         3.8 RCSB FILINGS. RCSB has previously made available, or will make
available prior to the Effective Time, to COFI true and complete copies of the
(i) proxy statements relating to all meetings of stockholders (whether special
or annual) of RCSB during calendar years 1995, 1996 and 1997 and (ii) all other
reports, as amended, or filings, as amended, required to be filed under the
Exchange Act by RCSB with the SEC since its formation including without
limitation on Forms 10-K, 10-Q and 8-K.

         3.9 RCSB REPORTS. Each of RCSB and the RCSB Subsidiaries has filed, and
will continue to file, all material reports and statements, together with any
amendment required to be made with respect thereto, that it has, or will be,
required to file with the SEC, FDIC, OTS, Department, NASD, and other applicable
thrift, securities and other regulatory authorities. As of their respective
dates (and without giving effect to any amendments or modifications filed after
the date of this Agreement with respect to reports and documents filed before
the date of this Agreement), each of such reports and documents, including the
financial statements, exhibits, and schedules thereto, complied in all material
respects with all of the statutes, rules and regulations enforced or promulgated
by the authority with which they were filed and did not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. Other than normal examinations conducted
by the Internal Revenue Service, state and local taxing authorities, OTS,
Department or FDIC in the regular course of the business of

                                       27


<PAGE>



RCSB or the RCSB Subsidiaries, no federal, state or local governmental agency,
commission or other entity has initiated any proceeding or, to the best
knowledge of RCSB and Target Bank, investigation into the business or operations
of RCSB or the RCSB Subsidiaries within the past two years except as set forth
in Section 3.9 of the RCSB Disclosure Schedule. There is no unresolved
violation, criticism or exception by the SEC, OTS, Department, FDIC or other
agency, commission or entity with respect to any report or statement referred to
herein that is material to RCSB or any RCSB Subsidiary.

         3.10     COMPLIANCE WITH LAWS.

                  (a) Except as disclosed in Section 3.10 of the RCSB Disclosure
         Schedule, the businesses of RCSB and the RCSB Subsidiaries are being
         conducted, in all material respects, in compliance with all laws,
         ordinances or regulations of governmental authorities, including
         without limitation, laws affecting financial institutions (including
         those pertaining to the Bank Secrecy Act, the investment of funds, the
         lending of money, the collection of interest and the extension of
         credit), federal and state securities laws, laws and regulations
         relating to financial statements and reports, truth-in-lending,
         truth-in-savings, usury, fair credit reporting, consumer protection,
         occupational safety, fair employment practices, fair labor standards
         and all other laws and regulations relating to employees and employee
         benefits, and any statutes or ordinances relating to the properties
         occupied or used by RCSB or any RCSB Subsidiary.

                  (b) Except as disclosed in Section 3.10 of the RCSB Disclosure
         Schedule, no investigation or review by any governmental entity with
         respect to RCSB or any RCSB Subsidiary is pending or, to the best
         knowledge of RCSB and Target Bank, threatened, nor has any governmental
         entity indicated to RCSB or any RCSB Subsidiary an intention to conduct
         the same, other than normal or routine regulatory examinations.

                  (c) RCSB and each of the RCSB Subsidiaries, where applicable,
         is in substantial compliance with the applicable provisions of the
         Community Reinvestment Act of 1977 and the regulations promulgated
         thereunder. As of the date of this Agreement, neither RCSB nor Target
         Bank has been advised of the existence of any fact or circumstance or
         set of facts or circumstances which, if true, would cause RCSB or any
         of the RCSB Subsidiaries to fail to be in substantial compliance with
         such provisions. Target Bank has not received a rating from an
         applicable regulatory authority which is less than "satisfactory."

         3.11 REGISTRATION STATEMENT: JOINT PROXY STATEMENT. The information to
be supplied by RCSB for inclusion in the Registration Statement will not, at the
time the Registration Statement is declared effective and at the Effective Time,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The information to be supplied by RCSB for inclusion in the Joint
Proxy Statement will not, on the date of the Joint Proxy Statement (or any
amendment thereof or supplement thereto) is first mailed to the stockholders of
COFI or RCSB, or at the time of their respective meetings of

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<PAGE>



stockholders to vote on this Agreement and the Company Merger, and at the
Effective Time, contain any statement that, in light of the circumstances under
which it is made, is false or misleading with respect to any material fact,
omits to state any material fact necessary in order to make the statements made
therein not false or misleading, or omits to state any material fact necessary
to correct any statement in any earlier communication with respect to the
solicitation of proxies for such meetings of stockholders that has become false
or misleading. If at any time prior to the Effective Time, any event relating to
RCSB or any of its affiliates, officers or directors is discovered by RCSB that
should be set forth in an amendment to the Registration Statement or a
supplement to the Joint Proxy Statement, RCSB will promptly inform COFI, and
such amendment or supplement will be promptly filed with the SEC and, as
required by law, disseminated to the stockholders of RCSB. Notwithstanding the
foregoing, RCSB makes no representation or warranty with respect to any
information supplied by COFI that is contained in the Registration Statement or
the Joint Proxy Statement. The Joint Proxy Statement will (with respect to RCSB)
comply in all material respects as to form and substance with the requirements
of the Exchange Act and the rules and regulations thereunder.

         3.12 LITIGATION. Except as disclosed in Section 3.12 of the RCSB
Disclosure Schedule, there is no suit, action, investigation or proceeding,
legal, quasi-judicial, administrative or otherwise, pending or, to the best
knowledge of RCSB and Target Bank threatened, against or affecting RCSB or any
RCSB Subsidiary, or any of their respective officers, directors, employees or
agents, in their capacities as such, which is seeking equitable relief or
damages against RCSB, any RCSB Subsidiary, or any of their respective officers,
directors, employees or agents, in their capacities as such, in excess of
$50,000, or which would materially affect the ability of RCSB or Target Bank to
consummate the transactions contemplated herein or which is seeking to enjoin
consummation of the transactions provided for herein or to obtain other relief
in connection with this Agreement or the transactions contemplated hereby, nor
is there any judgment, decree, injunction, rule or order of any court,
governmental department, commission, agency, instrumentality or arbitrator
outstanding against RCSB or any RCSB Subsidiary or any of their respective
officers, directors, employees or agents, in their capacities as such, having,
or which, insofar as reasonably can be foreseen in the future, would have any
such effect.

         3.13 LICENSES. RCSB and the RCSB Subsidiaries hold all licenses,
certificates, permits, franchises and all patents, trademarks, service marks,
trade names, copyrights or right thereto, and required authorizations,
approvals, consents, licenses, clearances and orders or registrations with all
appropriate federal, state or other authorities that are material to the conduct
of their respective businesses as now conducted and as presently proposed to be
conducted.

         3.14     TAXES.

                  (a) Except as disclosed in Section 3.14 of the RCSB Disclosure
         Schedule, RCSB and the RCSB Subsidiaries have each timely filed all tax
         and information returns required to be filed and have paid (or RCSB or
         Target Bank has paid on behalf of its Subsidiaries), or have accrued on
         their respective books and set up an adequate reserve for the payment
         of, all taxes reflected on such returns as required to be paid in
         respect of the periods covered by such returns and have accrued on
         their respective books and set up

                                       29


<PAGE>



         an adequate reserve for the payment of all income and other taxes
         anticipated to be payable in respect of periods through the end of the
         calendar month next preceding the date hereof. Neither RCSB nor any
         RCSB Subsidiary is delinquent in the payment of any tax, assessment or
         governmental charge. No deficiencies for any taxes have been proposed,
         asserted or assessed against RCSB or any RCSB Subsidiary that have not
         been resolved or settled and no requests for waivers of the time to
         assess any such tax are pending or have been agreed to. The income tax
         returns of RCSB and RCSB Subsidiaries have not been audited by the
         Internal Revenue Service, state, municipal or other taxing authority
         for any of the last two years. Neither RCSB nor any RCSB Subsidiary is
         a party to any action or proceeding by any governmental authority for
         the assessment or the collection of taxes. Deferred taxes of RCSB and
         the RCSB Subsidiaries have been accounted for in accordance with
         generally accepted accounting principles.

                  (b) RCSB has not filed any consolidated federal income tax
         return with an "affiliated group" (within the meaning of Section 1504
         of the Code) where RCSB was not the common parent of the group. Neither
         RCSB nor any RCSB Subsidiary is, or has been, a party to any tax
         allocation agreement or arrangement pursuant to which it has any
         contingent or outstanding liability to anyone other than RCSB or any
         RCSB Subsidiary. Neither RCSB nor any RCSB Subsidiary is required to
         include in income any adjustment pursuant to Section 481(a) of the Code
         and no such adjustment has been proposed by the Internal Revenue
         Service. Neither RCSB nor any RCSB Subsidiary has filed a consent
         pursuant to Section 341(f) of the Code or agreed to have Section
         341(f)(2) of the Code apply.

                  (c) RCSB and the RCSB Subsidiaries have each withheld amounts
         from its employees, stockholders, or holders of public deposit accounts
         in compliance with the tax withholding provisions of applicable
         federal, state and local laws, have filed all federal, state and local
         returns and reports for all periods for which such returns or reports
         would be due with respect to income tax withholding, social security,
         unemployment taxes, income and other taxes and all payments or deposits
         with respect to such taxes have been timely made and except as set
         forth in Section 3.14 of the RCSB Disclosure Schedule, have notified
         all employees, stockholders and holders of public deposit accounts of
         their obligations to file all forms, statements or reports with it in
         accordance with applicable federal, state and local tax laws and have
         taken reasonable steps to insure that such employees, stockholders and
         holders of public deposit accounts have filed all such forms statements
         and reports with it.

         3.15 INSURANCE. RCSB and the RCSB Subsidiaries maintain insurance with
insurers which in the best judgment of management of RCSB are sound and
reputable on their respective assets and upon their respective businesses and
operations against loss or damage, risks, hazards and liabilities as in their
judgment they deem appropriate. RCSB and the RCSB Subsidiaries maintain in
effect all insurance required to be carried by law or by any agreement by which
they are bound. All material claims under all policies of insurance maintained
by RCSB and the RCSB

                                       30


<PAGE>



Subsidiaries have been filed in due and timely fashion. Each of RCSB and the
RCSB Subsidiaries has taken or will timely take all requisite action (including
without limitation the making of claims and the giving of notices) pursuant to
its directors' and officers' liability insurance policy or policies in order to
preserve all rights thereunder with respect to all matters (other than matters
arising in connection with this Agreement and the transactions contemplated
hereby) occurring prior to the Effective Time. Neither RCSB nor any of the RCSB
Subsidiaries has, during the past three years, had an insurance policy canceled
or been denied insurance coverage for which any of such companies has applied.

         3.16     LOANS; INVESTMENTS.
 
                  (a) Except as otherwise disclosed in Section 3.16 of the RCSB
         Disclosure Schedule, each material loan reflected as an asset on the
         RCSB Financial Statement dated as of November 30, 1996, and each
         material loan originated or acquired by RCSB or an RCSB Subsidiary
         since such date, is evidenced by appropriate and sufficient
         documentation and constitutes, to the best knowledge of RCSB and Target
         Bank, the legal, valid and binding obligation of the obligor named
         therein, enforceable in accordance with its terms, except to the extent
         that the enforceability thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws or equitable
         principles or doctrines. Except as set forth in Section 3.16 of the
         RCSB Disclosure Schedule and loans sold in the ordinary course of
         business, all such loans are, and at the Effective Time will be, free
         and clear of any security interest, lien, encumbrance or other charge.
         Except as set forth in Section 3.16 of the RCSB Disclosure Schedule,
         there is no loan or other asset of RCSB or of any RCSB Subsidiary that
         has been classified by examiners or others as "Other Loans of Concern,"
         "Substandard," "Doubtful" or "Loss" as of April 30, 1997. Set forth in
         Section 3.16 of the RCSB Disclosure Schedule is a complete list of the
         real estate acquired through foreclosure, repossession or deed in lieu
         thereof ("REO") of RCSB and the RCSB Subsidiaries as of April 30, 1997.

                  (b) All material guarantees of indebtedness owed to RCSB or
         any RCSB Subsidiary, including but not limited to those of the Federal
         Housing Administration, the Small Business Administration, and other
         state and federal agencies, are, to the best knowledge of RCSB and
         Target Bank, valid and enforceable, except to the extent enforceability
         thereof may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or similar laws or equitable principles or
         doctrines.

                  (c) All interest rate swaps, caps, floors and option
         agreements and other interest rate risk management arrangements to
         which RCSB or any RCSB Subsidiary is a party or by which any of their
         properties or assets may be bound were entered into in the ordinary
         course of business and, to the best knowledge of RCSB and Target Bank,
         in accordance with then-customary practice and applicable rules,
         regulations and policies of thrift regulatory authorities and with
         counterparties believed to be financially responsible at the time and
         are legal, valid and binding obligations and are in full force and
         effect.

                                       31


<PAGE>



         RCSB and the RCSB Subsidiaries have duly performed in all material
         respects all of their respective obligations thereunder to the extent
         that such obligations to perform have accrued, and to the best
         knowledge of RCSB and Target Bank, there are no material breaches,
         violations or defaults or allegations or assertions of such by any
         party thereunder. Except as set forth in Section 3.16 of the RCSB
         Disclosure Schedule, none of the transactions contemplated by this
         Agreement would permit: (i) a counterparty under any interest rate
         swap, cap, floor and option agreement or any other interest rate risk
         management agreement or (ii) any party to any mortgage-backed security
         financing arrangement, to accelerate, discontinue, terminate or
         otherwise modify any such agreement or arrangement or would require
         RCSB or any RCSB Subsidiary to recognize any gain or loss with respect
         to such arrangement.

                  (d) Except as set forth in Section 3.16 of the RCSB Disclosure
         Schedule and except for pledges to secure public and trust deposits,
         none of the investments reflected in the RCSB Financial Statements
         dated as of November 30, 1996 under the heading "Investment Securities,
         " and none of the investments made by RCSB and the RCSB Subsidiaries
         since November 30, 1996, is subject to any restriction, whether
         contractual or statutory, which materially impairs the ability of RCSB
         or any RCSB Subsidiary to freely dispose of such investment at any
         time, other than those restrictions imposed on securities held for
         investment under generally accepted accounting principles. With respect
         to all repurchase agreements to which RCSB or any RCSB Subsidiary is a
         party, RCSB or such Subsidiary has a valid, perfected first lien or
         security interest in the government securities or other collateral
         securing each such repurchase agreement, and the value of the
         collateral securing each such repurchase agreement equals or exceeds
         the amount of the debt secured by such collateral under such agreement.

                  (e) All United States Treasury securities, obligations of
         other United States Government agencies and corporations, obligations
         of States of United States and their political subdivisions, and other
         investment securities classified as "held to maturity" and "available
         for sale" held by RCSB and the RCSB Subsidiaries, as reflected in the
         RCSB Financial Statements dated November 30, 1996 were classified and
         accounted for in accordance with F.A.S.B. 115 and the intentions of
         management.

         3.17     ALLOWANCE FOR POSSIBLE LOAN LOSSES.

                  (a) The allowance for possible loan losses shown on the RCSB
         Financial Statements as of November 30, 1996 (and as shown on any
         financial statements to be delivered by RCSB to COFI pursuant to
         Section 5.7 hereof), to the best knowledge of RCSB and Target Bank, as
         of such date was (and will be as of such subsequent financial statement
         dates) adequate in all respects to provide for possible or specific
         losses, net of recoveries relating to loans previously charged off, on
         loans outstanding, and contained (or will contain) an additional amount
         of unallocated reserves for unanticipated future losses at a level
         considered adequate under the standards applied by applicable federal

                                       32


<PAGE>



         regulatory authorities and based upon generally accepted practices
         applicable to Target Bank and the other RCSB Subsidiaries. To the best
         knowledge of RCSB and Target Bank, the aggregate principal amount of
         loans contained (or that will be contained) in the loan portfolio of
         RCSB and the RCSB Subsidiaries as of November 30, 1996 (and as of the
         dates of any financial statements to be delivered by RCSB to COFI
         pursuant to Section 5.7 hereof), in excess of such reserve, was (and
         will be) fully collectible.

                  (b) The sum of the aggregate amount of all Nonperforming
         Assets (as defined below) and all troubled debt restructurings (as
         defined under generally accepted accounting principles) on the books of
         RCSB and the RCSB Subsidiaries does not exceed 1.8% of total loans as
         of April 30, 1997. "Nonperforming Assets" shall mean (i) all loans and
         leases (A) that are contractually past due 90 days or more in the
         payment of principal and/or interest, (B) that are on nonaccrual
         status, (C) where a reasonable doubt exists, in the reasonable judgment
         of Target Bank or any other RCSB Subsidiary, as to the timely future
         collectibility of principal and/or interest, whether or not interest is
         still accruing or the loan is less than 90 days past due, (D) where the
         interest rate terms have been reduced and/or the maturity dates have
         been extended subsequent to the agreement under which the loan was
         originally created due to concerns regarding the borrower's ability to
         pay in accordance with such initial terms, (other than restructured
         loans that have ceased to be nonperforming in accordance with
         applicable regulatory guidelines and generally accepted accounting
         principles), (E) where a specific reserve allocation exists in
         connection therewith, or (F) that have been classified "Doubtful",
         "Loss" or the equivalent thereof by any regulatory authority, and (ii)
         all assets classified as REO and all other assets acquired through
         foreclosure or repossession.

         3.18     RCSB BENEFIT PLANS.

                  (a) Section 3.18 of the RCSB Disclosure Schedule contains a
         list (or, a description with respect to any oral employee benefit plan,
         practice, policy or arrangement), including all amendments thereto, of
         each compensation, consulting, employment, termination or collective
         bargaining agreement, and each stock option, stock purchase, stock
         appreciation right ("SAR"), restricted stock, stock equivalent ("Stock
         Equivalent"), life, health, accident or other insurance, bonus,
         deferred or incentive compensation, severance or separation agreement
         or any agreement providing any payment or benefit resulting from a
         change in control, profit sharing, retirement, or other employee
         benefit plan, practice, policy or arrangement of any kind, oral or
         written, covering any employee, former employee, director or former
         director of RCSB or any RCSB Subsidiary or his or her beneficiaries,
         including, but not limited to, any employee benefit plans within the
         meaning of Section 3(3) of ERISA, which RCSB or any RCSB Subsidiary
         maintains, to which RCSB or any RCSB Subsidiary contributes, or under
         which any employee, former employee, director or former director of
         RCSB or any RCSB Subsidiary is covered or has benefit rights and
         pursuant to which any liability of RCSB or any RCSB Subsidiary exists
         or is reasonably likely to occur (the "RCSB Benefit Plans").

                                       33


<PAGE>



         Except as set forth in Section 3.18 of the RCSB Disclosure Schedule,
         RCSB and the RCSB Subsidiaries neither maintain nor have entered into
         any RCSB Benefit Plan or other document, plan or agreement which
         contains any change in control provisions which would cause an increase
         or acceleration of benefits or benefit entitlements to employees or
         former employees of RCSB or any RCSB Subsidiary or their respective
         beneficiaries, or other provisions, which would cause an increase in
         the liability of RCSB or any RCSB Subsidiary or to COFI or any COFI
         Subsidiary as a result of the transactions contemplated by this
         Agreement or any related action thereafter (a "Change in Control
         Benefit"). The term "RCSB Benefit Plans" as used herein refers to all
         plans contemplated under the preceding sentences of this Section 3.18,
         provided that the term "Plan" or "Plans" is used in this Agreement for
         convenience only and does not constitute an acknowledgment that a
         particular arrangement is an employee benefit plan within the meaning
         of Section 3(3) of ERISA. Except as disclosed in Section 3.18 of the
         RCSB Disclosure Schedule, no RCSB Benefit Plan is a multi-employer plan
         within the meaning of Section 3(37) of ERISA.

                  (b) Each of the RCSB Benefit Plans that is intended to be a
         pension, profit sharing, stock bonus, thrift, savings plan that is
         qualified under Section 401(a) of the Code ("RCSB Qualified Plans") has
         been determined by the Internal Revenue Service to qualify under
         Section 401(a) of the Code, or an application for determination of such
         qualification has been timely made to the Internal Revenue Service
         prior to the end of the applicable remedial amendment period under
         Section 401(b) of the Code (a copy of each such determination letter or
         pending application is included in Section 3.18 of the RCSB Disclosure
         Schedule) and, to the best of RCSB's knowledge, there exist no
         circumstances likely to adversely affect the qualified status of any
         such RCSB Qualified Plan. All such RCSB Qualified Plans established or
         maintained by RCSB or any of the RCSB Subsidiaries or to which RCSB or
         any of the RCSB Subsidiaries contribute are in compliance in all
         material respects with all applicable requirements of ERISA, and are in
         compliance in all material respects with all applicable requirements
         (including qualification and non-discrimination requirements ) of the
         Code for obtaining the tax benefits the Code thereupon permits with
         respect to such RCSB Qualified Plans. Neither RCSB nor any RCSB
         Subsidiary is a plan sponsor of, or contributes to, a defined benefit
         pension plan. All accrued contributions and other payments required to
         be made by RCSB or any RCSB Subsidiary to any RCSB Benefit Plan through
         November 30, 1996, have been made or reserves adequate for such
         purposes as of November 30, 1996, have been set aside therefor and are
         reflected in the RCSB Financial Statements dated as of November 30,
         1996. Neither RCSB nor any RCSB Subsidiary is in material default in
         performing any of its contractual obligations under any of the RCSB
         Benefit Plans or any related trust agreement or insurance contract, and
         there are no material outstanding liabilities of any such Plan other
         than liabilities for benefits to be paid to participants in such Plan
         and their beneficiaries in accordance with the terms of such Plan.

                  (c) There is no pending or, to the best knowledge of RCSB and
         Target Bank, threatened litigation or pending claim (other than routine
         benefit claims made in the ordinary course) by or on behalf of or
         against any of the RCSB Benefit Plans (or with

                                       34


<PAGE>



         respect to the administration of any such Plans) now or heretofore
         maintained by RCSB or any RCSB Subsidiary which allege violations of
         applicable state or federal law which are reasonably likely to result
         in a liability on the part of RCSB or any RCSB Subsidiary or any such
         Plan.

                  (d) RCSB and the RCSB Subsidiaries and all other person having
         fiduciary or other responsibilities or duties with respect to any RCSB
         Benefit Plan are and have since the inception of each such Plan been in
         substantial compliance with, and each such Plan is and has been
         operated in substantial accordance with, its provisions and in
         substantial compliance with the applicable laws, rules and regulations
         governing such Plan, including, without limitation, the rules and
         regulations promulgated by the Department of Labor, the PBGC and the
         Internal Revenue Service under ERISA, the Code or any other applicable
         law. Notwithstanding the foregoing, no representation is made with
         respect to compliance by a third party insurance company. No
         "reportable event" (as defined in Section 4043(b) of ERISA) has
         occurred with respect to any RCSB Benefit Plan. No RCSB Benefit Plan
         has engaged in or been a party to a "prohibited transaction" (as
         defined in Section 406 of ERISA or Section 4975(c) of the Code). All
         RCSB Benefit Plans that are group health plans have been operated in
         substantial compliance with the group health plan continuation
         requirements of Section 4980B of the Code and Section 601 of ERISA.

                  (e) Except as set forth in Section 3.18 of the RCSB Disclosure
         Schedule, neither RCSB nor any RCSB Subsidiary has made any payments,
         or is or has been a party to any agreement or any RCSB Benefit Plan,
         that under any circumstances could obligate it or its successor to make
         payments that are not or will not be deductible because of Sections
         162(m) or 280G of the Code.

                  (f) Section 3.18 of the RCSB Disclosure Schedule describes any
         obligation that RCSB or any RCSB Subsidiary has to provide health or
         welfare benefits to retirees or other former employees, directors or
         their dependents (other than rights under Section 4980B of the Code or
         Section 601 of ERISA), including information as to the number of
         retirees, other former employees or directors and dependents entitled
         to such coverage and their ages.

                  (g) Section 3.18 of the RCSB Disclosure Schedule lists: (i)
         each officer, employee and director of RCSB and any RCSB Subsidiary who
         is eligible to receive a Change in Control Benefit, showing the amount
         of each such Change in Control Benefit, the individual's participation
         in each bonus and other RCSB Benefit Plan, and such individual's
         compensation from RCSB and each RCSB Subsidiary for each of the
         calendar years 1992 through 1996 as reported by RCSB and a RCSB
         Subsidiary on Form W-2 or Form 1099; and (ii) a copy of each form of
         agreement relating to RCSB Stock Options, SARs and Stock Equivalents.

                  (h) RCSB and the RCSB Subsidiaries have filed or caused to be
         filed, and will continue to file or cause to be filed, in a timely
         manner all filings pertaining to each RCSB

                                       35


<PAGE>



         Benefit Plan with the Internal Revenue Service and the Department of
         Labor, as prescribed by the Code or ERISA, or regulations issued
         thereunder. All such filings, as amended, were complete and accurate in
         all material respects as of the dates of such filings. Notwithstanding
         the foregoing, no representation is made with respect to filings by a
         third party insurance company.

                  3.19     COMPLIANCE WITH ENVIRONMENTAL LAWS.

                  (a) Except as set forth in Section 3.19 of the RCSB Disclosure
         Schedule: (i) to the best knowledge of RCSB and Target Bank, the
         operations of RCSB and each of the RCSB Subsidiaries comply in all
         material respects with all applicable past and present Environmental
         Laws; (ii) to the best knowledge of RCSB and Target Bank, none of the
         operations of RCSB or any RCSB Subsidiary, no assets presently or
         formerly owned or leased by RCSB or any RCSB Subsidiary and no
         Mortgaged Premises or Participating Facility are subject to any
         judicial or administrative proceedings alleging the violation of any
         past or present Environmental Law, nor are they the subject of any
         claims alleging damages to health or property, pursuant to which RCSB,
         any RCSB Subsidiary or any owner of a Mortgaged Premises or a
         Participating Facility would be liable in law or equity; (iii) none of
         the operations of RCSB or any RCSB Subsidiary, no assets presently
         owned or, to the best knowledge of RCSB and Target Bank, formerly owned
         by RCSB or any RCSB Subsidiary, and to the best knowledge of RCSB and
         Target Bank, no Mortgaged Premises or a Participating Facility are the
         subject of any federal, state or local investigation evaluating whether
         any remedial action is needed to respond to a release or threatened
         release of any Hazardous Substance, or any other substance into the
         environment, nor has RCSB or any RCSB Subsidiary, or, to the best
         knowledge of RCSB and Target Bank, any owner or a Mortgaged Premises or
         a Participating Facility been directed to conduct such investigation,
         formally or informally, by any governmental agency, nor have any of
         them agreed with any governmental agency or private person to conduct
         any such investigation; and (iv) neither RCSB nor any RCSB Subsidiary,
         nor, to the best knowledge of RCSB and Target Bank, any owner of a
         Mortgaged Premises or a Participating Facility has filed any notice
         under any Environmental Law indicating past or present treatment,
         storage or disposal of a Hazardous Substance or reporting a spill or
         release of a Hazardous Substance, or any other substance into the
         environment.

                  (b) With respect to the real property currently owned or, to
         the best knowledge of RCSB and Target Bank, formerly owned or currently
         leased by RCSB or any RCSB Subsidiary ("RCSB Premises"): (x) no part of
         the RCSB Premises has been used for the generation, manufacture,
         handling, storage, or disposal of Hazardous Substances; (y) except as
         disclosed in Section 3.19 of the RCSB Disclosure Schedule, the RCSB
         Premises do not contain, and have never contained, an underground
         storage tank; and (z) the RCSB Premises do not contain and are not
         contaminated by any quantity of a Hazardous Substance from any source.
         With respect to any underground storage tank listed in Section 3.19 of
         the RCSB Disclosure Statement as an exception to the foregoing,

                                       36


<PAGE>



         such underground storage tank has been removed in compliance with the
         Environmental Laws, and has not been the source of any release of a
         Hazardous Substance into the environment, unless otherwise set forth in
         Section 3.19 of the RCSB Disclosure Schedule.

         3.20 CONTRACTS AND COMMITMENTS. Section 3.20 of the RCSB Disclosure
Schedule contains, and shall be supplemented by RCSB and Target Bank, as
required by Section 5.10 hereof, so as to contain at the Closing Date true and
correct copies of each of the following documents:

                  (a) a list of each outstanding loan agreement, mortgage,
         pledge agreement or other similar document or commitment to extend
         credit to any executive officer or director of RCSB or Target Bank;

                  (b) a list and description of each outstanding letter of
         credit and each commitment to issue a letter of credit in excess of
         $100,000 to which RCSB or any RCSB Subsidiary is a party and/or under
         which it may (contingently or otherwise) have any liability;

                  (c) a list of each vendor or lease contract or agreement (not
         otherwise included in the RCSB Disclosure Schedule or specifically
         excluded therefrom in accordance with the terms of this Agreement)
         involving goods, services or occupancy and which (i) does not expire
         within six months from the date hereof, (ii) cannot be terminated on
         thirty days (or less) written notice without penalty; and (iii)
         involves an annual expenditure by RCSB or any RCSB Subsidiary in excess
         of $100,000;

                  (d) a list of each contract or commitment (other than RCSB
         Permitted Liens as defined in Section 3.22(c)) hereof) affecting
         ownership of, title to, use of, or any interest in real property which
         is currently owned by RCSB or any RCSB Subsidiary, and a list and
         description of all real property owned (other than REO) or leased by
         RCSB or any RCSB Subsidiary;

                  (e) a list of each commitment made by RCSB or Target Bank to
         or with any of its executive officers or directors extending for a
         period of more than six months from the date hereof or providing for
         earlier termination only upon the payment of a penalty or equivalent
         thereto;

                  (f) the Certificate or Articles of Incorporation, Charters, 
         and Bylaws of RCSB and each RCSB Subsidiary;

                  (g) except for powers of attorney executed in connection with
         loan servicing activities in the ordinary course of business, a list of
         all powers of attorney granted by RCSB or any RCSB Subsidiary which are
         currently in force and cannot be terminated by

                                       37


<PAGE>



         RCSB or any RCSB Subsidiary upon the issuance of a written notice of 
         termination or revocation;

                  (h) a list of all policies of insurance currently maintained
         by RCSB or any RCSB Subsidiary and a list and description of all
         unsettled or outstanding claims of RCSB or any RCSB Subsidiary which
         have been, or to the best knowledge of RCSB and Target Bank, will be,
         filed with the companies providing insurance coverage for RCSB or any
         RCSB Subsidiary (except for routine claims for benefits);

                  (i) each collective bargaining agreement to which RCSB or any
         RCSB Subsidiary is a party and all affirmative action plans or programs
         covering employees of RCSB or any RCSB Subsidiary, as well as all
         employee handbooks, policy manuals, rules and standards of employment
         promulgated by RCSB or any RCSB Subsidiary;

                  (j) each lease or license with respect to real or personal
         property, whether as lessor, lessee, licensor or licensee, with annual
         rental or other payments due thereunder in excess of $100,000 to which
         RCSB or any RCSB Subsidiary is a party, which does not expire within
         six months from the date hereof and cannot be terminated upon thirty
         days (or less) written notice without penalty;

                  (k) all financial advisory, investment banking, and
         professional (legal and accounting) services contracts to which RCSB or
         any RCSB Subsidiary is a party; except those that may be terminated by
         RCSB or an RCSB Subsidiary at anytime without any liability;

                  (l) all judgments, orders, injunctions, court decrees or
         settlement agreements arising out of or relating to the labor and
         employment practices or decisions of RCSB or any RCSB Subsidiary which,
         by their terms, continue to bind or affect RCSB or any RCSB Subsidiary;

                  (m) all orders, decrees, memorandums, agreements or
         understandings with bank regulatory agencies binding upon or affecting
         the current operations of RCSB or any RCSB Subsidiary or any of their
         directors or officers in their capacities as such;

                  (n) all material trademarks, trade names, service marks,
         patents, or copyrights, whether registered or the subject of an
         application for registration, which are owned by RCSB or any RCSB
         Subsidiary or licensed from a third party;

                  (o) all policies formally adopted by the Board of Directors of
         RCSB or any RCSB Subsidiary as currently in effect with respect to
         environmental matters and copies of all policies that have been in
         effect during the last five (5) years regarding the performance of
         environmental investigations of properties accepted as collateral for
         loans, including the effective dates of all such policies;

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<PAGE>



                  (p) each agreement (other than those involving the sale or
         purchase of mortgage loans or servicing rights) to which RCSB or any
         RCSB Subsidiary is a party (which does not expire within six months
         from the date hereof and cannot be terminated upon thirty days (or
         less) written notice without penalty) which in an annual period could
         commit RCSB or any RCSB Subsidiary to an expenditure (either
         individually or through a series of installments) in excess of $100,000
         or which creates a material right or benefit to receive payments, goods
         or services not referred to elsewhere in this Section 3.20:

                  (q) each agreement containing any covenant limiting the right
         of RCSB or any RCSB Subsidiary to engage in any line of business or to
         compete with any person;

                  (r) each agreement with respect to any license, permit and 
         similar matter that is necessary to the operations of RCSB or any RCSB
         Subsidiary; and

                  (s) each agreement that gives a third party any right to seek
         judicial or administrative relief to enjoin, or other relief which may
         prevent consummation of, the Merger.

         3.21 DEFAULTS. There has not been any default in any material
obligation to be performed by RCSB or any RCSB Subsidiary under any material
contract or commitment, and neither RCSB nor or any RCSB Subsidiary has waived,
and will not waive prior to the Effective Time, any material right under any
material contract or commitment. To the best knowledge of RCSB and Target Bank,
no other party to any material contract or commitment is in default in any
material obligation to be performed by such party.

         3.22 OPERATIONS SINCE NOVEMBER 30, 1996. Between November 30, 1996 and
the date hereof, except as set forth in Section 3.22 of the RCSB Disclosure
Schedule, there has not been:

                  (a) any increase in the compensation payable or to become
         payable by RCSB or any RCSB Subsidiary to any employee, officer or
         director, other than routine increases to employees consistent with
         past practices;

                  (b) except as permitted in Section 4.1(a) hereof, any payment
         of dividends or other distributions by RCSB to its stockholders or any
         redemption by RCSB of its capital stock;

                  (c) any mortgage, pledge or subjection to lien, charge or
         encumbrance of any kind of or on any asset, tangible or intangible, of
         RCSB or any RCSB Subsidiary, except the following (each of which,
         whether arising before or after the date hereof, is herein referred to
         as a "RCSB Permitted Lien"): (i) liens arising out of judgments or
         awards in respect of which RCSB or any RCSB Subsidiary is in good faith
         prosecuting an appeal or proceeding for review and in respect of which
         it has secured a subsisting stay of execution pending such appeal of
         proceeding; (ii) liens for taxes, assessments, and other

                                       39


<PAGE>



         governmental charges or levies, the payment of which is not past due,
         or as to which RCSB or any RCSB Subsidiary is diligently contesting in
         good faith and by appropriate proceeding either the amount thereof or
         the liability therefor or both; (iii) deposits, liens or pledges to
         secure payments of worker's compensation, unemployment insurance,
         pensions, or other social security obligations, or the performance of
         bids, tenders, leases, contracts (other than contracts for the payment
         of money), public or statutory obligations, surety, stay or appeal
         bonds, or similar obligations arising in the ordinary course of
         business; (iv) zoning restrictions, easements, licenses and other
         restrictions on the use of real property or any interest therein, or
         minor irregularities in title thereto, which do not materially impair
         the use of such property or the merchantability or the value of such
         property or interest therein; (v) purchase money mortgages or other
         purchase money or vendor's liens or security interests (including,
         without limitation, finance leases), provided that no such mortgage,
         lien or security interest shall extend to or cover any other property
         of RCSB or any RCSB Subsidiary other than that so purchased; and (vi)
         pledges and liens given to secure deposits and other liabilities of
         RCSB or any RCSB Subsidiary arising in the ordinary course of business;

                  (d) any creation or assumption of indebtedness (including the
         extension or renewal of any existing indebtedness, or the increase
         thereof) by RCSB or any RCSB Subsidiary for borrowed money, or
         otherwise, other than in the ordinary course of business, none of which
         is in default;

                  (e) the establishment of any new, modification of or amendment
         to, or increase in the formula for contributions to or benefits under,
         any RCSB Benefit Plan by RCSB or any RCSB Subsidiary;

                  (f) any action by RCSB or any RCSB Subsidiary seeking any
         cancellation of, or decrease in the insured limit under, or increase in
         the deductible amount or the insured's retention (whether pursuant to
         coinsurance or otherwise) of or under, any policy of insurance
         maintained directly or indirectly by RCSB or any RCSB Subsidiary on any
         of their respective assets or businesses, including but not by way of
         limitation, fire and other hazard insurance on its assets, automobile
         liability insurance, general public liability insurance, and directors'
         and officers' liability insurance; and if an insurer takes any such
         action, RCSB shall promptly notify COFI;

                  (g) any change in RCSB's independent auditors, historic
         methods of accounting (other than as required by generally accepted
         accounting principles or regulatory accounting principles), or in its
         system for maintaining its equipment and real estate;

                  (h) any purchase, whether for cash or secured or unsecured 
         obligations (including finance leases) by RCSB or any RCSB Subsidiary
         of any fixed asset which

                                       40


<PAGE>



         either (i) has a purchase price individually or in the aggregate in
         excess of $250,000 or (ii) is outside of the ordinary course of
         business;

                  (i) any sale or transfer of any asset in excess of $50,000 of
         RCSB or any RCSB Subsidiary or outside of the ordinary course of
         business with the exception of (A) loans and marketable securities that
         are held for sale and sold in the ordinary course of business at market
         prices, (B) mortgage servicing rights that are sold in the ordinary
         course of business at market prices, and (C) REO that is sold in the
         ordinary course of business;

                  (j) any cancellation or compromise of any debt to, claim by 
         or right of, RCSB or any RCSB Subsidiary except in the ordinary course
         of business;

                  (k) any amendment or termination of any contract or commitment
         to which RCSB or any RCSB Subsidiary is a party, other than in the
         ordinary course of business;

                  (l) any material damage or destruction to any assets or 
         property of RCSB or any RCSB Subsidiary whether or not covered by
         insurance;

                  (m) any material change in the loan underwriting policies of
         any RCSB Subsidiary not reflected in the written policies previously
         provided by RCSB to COFI;

                  (n) any transaction of business or activity undertaken by RCSB
         or any RCSB Subsidiary outside the ordinary course of business
         consistent with past practices;

                  (o) any agreement or commitment to do any of the foregoing; or

                  (p) any event or condition, or series of events or conditions,
         of any character (other than changes in legal, economic or other
         conditions which are not specially or uniquely applicable to RCSB or
         any RCSB Subsidiary) which, individually or in the aggregate, has had
         or is reasonably likely to have a significant adverse impact on the
         business, operations or financial condition of RCSB on a consolidated
         basis.

         3.23 CORPORATE RECORDS. The corporate record books, transfer books and
stock ledgers of RCSB and each RCSB Subsidiary are complete and accurate in all
material respects and reflect all meetings, consents and other material actions
of the organizers, incorporators, stockholders, Boards of Directors and
committees of the Boards of Directors of RCSB and each such Subsidiary, and all
transactions in their respective capital stocks, since their respective
inceptions.

         3.24 UNDISCLOSED LIABILITIES. All of the Liabilities have, in the case
of RCSB and the RCSB Subsidiaries, been reflected, disclosed or reserved against
in the RCSB Financial Statements as of November 30, 1996 or in the notes
thereto, and RCSB and the RCSB Subsidiaries have no other Liabilities except (a)
Liabilities incurred since November 30, 1996 in

                                       41


<PAGE>



the ordinary course of business or (b) as disclosed in Section 3.24 of the RCSB
Disclosure Schedule.

         3.25     ASSETS.

                  (a) RCSB and the RCSB Subsidiaries have good and marketable
         title to their real properties, including any leaseholds and ground
         leases, and their other assets and properties, all as reflected as
         owned or held by RCSB or any RCSB Subsidiary in the RCSB Financial
         Statements dated as of November 30, 1996, and those acquired since such
         date, except for (i) assets and properties disposed of since such date
         in the ordinary course of business and (ii) liens and encumbrances none
         of which, in the aggregate, except as set forth in the RCSB Financial
         Statements dated November 30, 1996 or in Section 3.25 of the RCSB
         Disclosure Schedule, are material to the assets of RCSB on a
         consolidated basis. All buildings, structures, fixtures and
         appurtenances comprising part of the real properties of RCSB and the
         RCSB Subsidiaries (whether owned or leased) are in good operating
         condition and have been well maintained, reasonable wear and tear
         excepted. Title to all real property owned by RCSB and the RCSB
         Subsidiaries is held in fee simple, except as otherwise noted in the
         RCSB Financial Statements as of November 30, 1996 or as set forth in
         Section 3.25 of the RCSB Disclosure Schedule. RCSB and the RCSB
         Subsidiaries have title or other rights to its assets sufficient in all
         material respect for the conduct of their respective businesses as
         presently conducted, and except as set forth in the RCSB Financial
         Statements dated as of November 30, 1996 or in Section 3.25 of the RCSB
         Disclosure Schedule, such assets are free, clear and discharged of and
         from any and all liens, charges, encumbrances, security interests
         and/or equities which are material to RCSB or any RCSB Subsidiary.

                  (b) All material leases pursuant to which RCSB or any RCSB
         Subsidiary, as lessee, leases real or personal property are, to the
         best knowledge of RCSB and Target Bank, valid, effective, and
         enforceable against the lessor in accordance with their respective
         terms. There is not under any of such leases any existing default, or
         any event which with notice or lapse of time or both would constitute a
         default, with respect to either RCSB or any RCSB Subsidiary, or to the
         best knowledge of RCSB and Target Bank, the other party. Except as
         disclosed in Section 3.25 of the RCSB Disclosure Schedule, none of such
         leases contains a prohibition against assignment by RCSB or any RCSB
         Subsidiary, by operation of law or otherwise, or any other provision
         which would preclude the surviving corporation or resulting institution
         or any RCSB Subsidiary from possessing and using the leased premises
         for the same purposes and upon the same rental and other terms upon the
         consummation of the Merger as are applicable to the use by RCSB or any
         RCSB Subsidiary as of the date of this Agreement.

         3.26 INDEMNIFICATION. To the best knowledge of RCSB and Target Bank,
except as set forth in Section 3.26 of the RCSB Disclosure Schedule, no action
or failure to take action by any director, officer, employee or agent of RCSB or
any RCSB Subsidiary has occurred which

                                       42


<PAGE>



would give rise to a claim or a potential claim by any such person for
indemnification from RCSB or any RCSB Subsidiary under the corporate
indemnification provisions of RCSB or any RCSB Subsidiary.

         3.27 INSIDER INTERESTS. All outstanding loans and other contractual
arrangements (including deposit relationships) between RCSB or any RCSB
Subsidiary and any officer, director or employee of RCSB or any RCSB Subsidiary
conform to the applicable rules and regulations and requirements of all
applicable regulatory agencies which were in effect when such loans and other
contractual arrangements were entered into. Except as set forth in Section 3.27
of the RCSB Disclosure Schedule, no officer, director or employee of RCSB or any
RCSB Subsidiary has any material interest in any property, real or personal,
tangible or intangible, used in or pertaining to the business of RCSB or any
RCSB Subsidiary.

         3.28 REGISTRATION OBLIGATIONS. Except as set forth in Section 3.28 of
the RCSB Disclosure Schedule, neither RCSB nor any RCSB Subsidiary is under any
obligation, contingent or otherwise, which will survive the Effective Time by
reason of any agreement to register any of its securities under the Securities
Act or other federal or state securities laws or regulations.

         3.29 REGULATORY, TAX AND ACCOUNTING MATTERS. RCSB and Target Bank have
not taken or agreed to take any action, nor does it have knowledge of any fact
or circumstance, that would (i) materially impede or delay the consummation of
the transactions contemplated by this Agreement or the ability of the parties to
obtain any approval of any regulatory authority required for the transactions
contemplated by this Agreement or to perform their covenants and agreements
under this Agreement or (ii) prevent the Merger from qualifying as a pooling of
interests for accounting purposes or the Merger from qualifying as a
reorganization within the meaning of Section 368(a) of the Code.

         3.30 BROKERS AND FINDERS. Except as set forth in the agreement with
Lehman Brothers, dated April 30, 1997 (which agreement has not been amended
since such date), a copy of which has previously been provided to COFI, neither
RCSB nor any RCSB Subsidiary nor any of their respective officers, directors or
employees has employed any broker or finder or incurred any liability for any
financial advisory fees, brokerage fees, commissions or finder's fees, and no
other broker or finder has acted directly or indirectly for RCSB or any RCSB
Subsidiary in connection with this Agreement or the transactions contemplated
hereby. Section 3.30 of the RCSB Disclosure Schedule sets forth bona fide
estimates of the amounts of all fees and expenses to be paid by RCSB to all
third parties in connection with this Agreement and the transactions
contemplated hereby.

         3.31 ACCURACY OF INFORMATION. The statements of RCSB and Target Bank
contained in this Agreement, the Schedules hereto and any other written document
executed and delivered by or on behalf of RCSB or Target Bank pursuant to the
terms of this Agreement are true and correct in all material respects.

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<PAGE>



         3.32 FAIRNESS OPINION. RCSB has received from Lehman Brothers a
fairness opinion, dated as of the date of this Agreement, to the effect that the
Merger Consideration to be received by the holders of RCSB Common Stock pursuant
to this Agreement and the Company Merger is fair to such holders from a
financial point of view.

         3.33 GOVERNMENTAL APPROVALS AND OTHER CONDITIONS. To the knowledge of
RCSB and Target Bank, there is no reason relating specifically to RCSB or any of
its Subsidiaries why (a) the approvals that are required to be obtained from
regulatory authorities having approval authority in connection with the
transactions contemplated hereby should not be granted, (b) such regulatory
approvals should be subject to a condition which would differ from conditions
customarily imposed by such regulatory authorities in orders approving
acquisitions of the type contemplated hereby or (c) any of the conditions
precedent as specified in Article VI hereof to the obligations of any of the
parties hereto to consummate the transactions contemplated hereby are unlikely
to be fulfilled within the applicable time period or periods required for
satisfaction of such condition or conditions.

                                   ARTICLE IV

                                    COVENANTS

         4.1 COVENANTS OF RCSB AND TARGET BANK.

                  (a) Without the prior written consent of COFI, RCSB shall not
         declare or pay any dividend or make any other distribution with respect
         to its capital stock whether in cash, stock or other property, after
         the date of this Agreement, except it may declare and pay its regular
         quarterly cash dividend of not more than $.15 per share on RCSB Common
         Stock; provided the declaration of the last dividend by RCSB prior to
         consummation of the Company Merger and the payment thereof shall be
         coordinated with, and subject to the approval of COFI, so as to
         preclude any duplication of dividend benefit.

                  (b) Except as specifically contemplated by this Agreement,
         RCSB and the RCSB Subsidiaries shall continue to carry on, after the
         date hereof, their respective businesses and the discharge or incurring
         of obligations and liabilities, only in the usual, regular and ordinary
         course of business, as heretofore conducted, and in substantial
         compliance with their existing business plan, a copy of which has been
         heretofore delivered by RCSB to COFI (the "1997 RCSB Business Plan"),
         and by way of amplification and not limitation, RCSB and each of the
         RCSB Subsidiaries will not, without the prior written consent of COFI
         (which consent in the case of subparts (vi), (vii) and (xxii) shall not
         be unreasonably withheld or delayed):

                           (i) issue any capital stock or any options, warrants,
                  or other rights to subscribe for or purchase capital stock or
                  any securities convertible into or exchangeable for any
                  capital stock, or any SARs or Stock Equivalents, except

                                       44


<PAGE>



                  pursuant to the RCSB Stock Options outstanding on the date
                  hereof (including those stock options that are required to be
                  granted to non-employee directors on May 28, 1997 under the
                  1992 Option Plan) and the Stock Option Agreement;

                           (ii)  directly or indirectly redeem, purchase or 
                  otherwise acquire any capital stock or ownership interests
                  of RCSB or any of the RCSB Subsidiaries;

                           (iii) effect a reclassification, recapitalization,
                  split-up, exchange of shares, readjustment or other similar
                  change in or to any capital stock or otherwise reorganize or
                  recapitalize;

                           (iv) change its Charter, Certificate or Articles of
                  Incorporation or Bylaws;

                           (v) enter into or modify any employment agreement,
                  severance agreement, change in control agreement, or plan
                  relative to the foregoing; or grant any increase (other than
                  ordinary and normal increases to employees (excluding
                  executive officers of RCSB and Target Bank) consistent with
                  past practices) in the compensation payable or to become
                  payable to directors, officers or employees except as required
                  by law, pay or agree to pay any bonus, or adopt or make any
                  change in any bonus, insurance, pension, or other RCSB Benefit
                  Plan;

                           (vi) except for the short-term renewal of Federal
                  Home Loan Bank ("FHLB") advances outstanding at the date of
                  this Agreement, raising funds against its existing line of
                  credit with the FHLB for durations not in excess of 3 years,
                  and deposit-taking and repurchase transactions in the ordinary
                  course of its business, borrow or agree to borrow any funds or
                  indirectly guarantee or agree to guarantee any obligations of
                  others;

                           (vii) except in the ordinary course of business
                  consistent with prior practice, change the pricing or
                  methodology for pricing any of its loan products;

                           (viii) make any material changes in its policies
                  concerning loan underwriting or which persons may approve any
                  significant or material loan;

                           (ix) enter into any securities transaction for its
                  own account or purchase or otherwise acquire any investment
                  security for its own account other than U.S. Treasury
                  obligations with maturities of less than one year and deposits
                  in an overnight account at the FHLB of New York, provided
                  COFI's consent shall not be unreasonably withheld or delayed
                  relating to the purchase of other readily marketable
                  investment securities;

                                       45


<PAGE>



                           (x) increase or decrease the rate of interest paid on
                  time deposits or on certificates of deposit, except in a
                  manner and pursuant to policies consistent with past
                  practices;

                           (xi) enter into, modify or extend any agreement,
                  contract or commitment out of the ordinary course of business
                  or having a term in excess of six months and involving an
                  expenditure in excess of $50,000, other than letters of
                  credit, loan agreements, deposit agreements, and other
                  lending, credit and deposit documents made in the ordinary
                  course of business;

                           (xii) except in the ordinary course of business and
                  in substantial compliance with the 1997 RCSB Business Plan,
                  place on any of its assets or properties any mortgage, pledge,
                  lien, charge, or other encumbrance;

                           (xiii) cancel any material indebtedness owing to it 
                  or any claims which it may possess or waive any rights of
                  material value;

                           (xiv) sell or otherwise dispose of any real property
                  or any material amount of tangible or intangible personal
                  property, except in the ordinary course of business consistent
                  with past practices;

                           (xv) foreclose upon or otherwise take title to or
                  possession or control of any real property without first
                  obtaining a phase one environmental report thereon; provided,
                  however, that Target Bank and its Subsidiaries shall not be
                  required to obtain such a report with respect to single
                  family, non-agricultural residential property of one acre or
                  less to be foreclosed upon unless it has reason to believe
                  that such property might contain Hazardous Substances;

                           (xvi) knowingly or wilfully commit any act or fail to
                  commit any act which will cause a material breach of any
                  material agreement, contract or commitment;

                           (xvii) knowingly or wilfully violate any law, 
                  statute, rule, governmental regulation, or order in any
                  material respect;

                           (xviii) purchase any fixed asset where the amount
                  paid or committed therefor is in excess of $50,000, except for
                  written commitments outstanding on or prior to May 15, 1997;

                           (xix) engage in any activity or transaction(s) that
                  could result in the consolidated loan servicing assets of RCSB
                  and the RCSB Subsidiaries to exceed $130,000,000;

                                       46


<PAGE>



                           (xx)  except as permitted under subpart (xxi) 
                   immediately below, enter into or acquire any derivatives
                   contract or structured note;

                           (xxi) except in connection with hedging activities
                  consistent with past practices pertaining to residential first
                  mortgage loan originations, enter into any new, or modify,
                  amend or extend the terms of any existing contracts relating
                  to the purchase or sale of financial or other futures, or any
                  put or call option relating to cash, securities or commodities
                  or any interest rate swap agreements or other agreements
                  relating to the hedging of interest rate risk;

                           (xxii) in the case of Target Bank, (A)voluntarily
                  make any material changes in or to its asset or deposit mix
                  other than those contemplated by the 1997 RCSB Business Plan,
                  (B) voluntarily convert any Community Value checking account
                  to any other type of checking account, (C) open any new
                  branch, deposit taking facility or loan production office
                  other than the two new offices currently in construction, (D)
                  close any existing branch or other facility, or (E) incur any
                  liability or obligation relating to retail banking and branch
                  merchandising, marketing and advertising activities and
                  initiatives in excess of the amounts budgeted in the 1997 RCSB
                  Business Plan;

                           (xxiii) in the case of the RCSB Subsidiaries (other
                  than Target Bank), (A) open any sales, hub or other type of
                  office or facility or (B) hire any additional employees except
                  to fill current job vacancies and future vacancies arising
                  from attrition; or

                           (xxiv) agree in writing or otherwise to take any of
                  the foregoing actions or engage in any of the foregoing
                  activities.

                  (c) During the period commencing July 1, 1997, and ending the
         last day of the calendar month coinciding with or immediately preceding
         the Closing Date, RCSB and the RCSB Subsidiaries shall cause units with
         a Fair Issac Corporation Auto Score (as calculated by the RCSB
         Subsidiary based on maker or co-maker in its reports prepared in the
         ordinary course of business consistent with past practice) of 599 or
         less not to exceed 8% of the total auto unit production originated by
         RCSB and the RCSB Subsidiaries during such period on a consolidated
         basis.

                  (d) RCSB will, and will cause the RCSB Subsidiaries to, use
         their reasonable efforts to maintain their respective properties and
         assets in their present state of repair, order and condition,
         reasonable wear and tear excepted, and to maintain and keep in full
         force and effect all policies of insurance presently in effect,
         including in the case of Target Bank insurance of accounts with the
         FDIC. RCSB will, and will cause the RCSB Subsidiaries to, take all
         requisite action (including without limitation the making of claims and
         the giving of notices) pursuant to its directors' and officers'
         liability insurance policy or

                                       47


<PAGE>



         policies in order to preserve all rights thereunder with respect to all
         matters which could reasonably give rise to a claim prior to the
         Effective Time.

                  (e) RCSB shall promptly notify COFI in writing of the
         occurrence of any matter or event known to and directly involving RCSB
         or any RCSB Subsidiary that is reasonably likely to result in a
         Material Adverse Effect on RCSB or impair the ability of RCSB or Target
         Bank to consummate the transactions contemplated herein.

                  (f) RCSB shall provide to COFI such reports on litigation
         involving RCSB and each of the RCSB Subsidiaries as COFI shall
         reasonably request, provided that RCSB shall not be required to divulge
         information to the extent that, in the good faith opinion of its
         counsel, by doing so, it would risk waiver of the attorney-client
         privilege to its detriment.

                  (g) Neither RCSB (nor any of its Subsidiaries) (i) shall
         solicit, initiate, participate in discussions of, or encourage or take
         any other action to facilitate (including by way of the disclosing or
         furnishing of any information that it is not legally obligated to
         disclose or furnish) any inquiry or the making of any proposal relating
         to any Acquisition Transaction (as defined below) or a potential
         Acquisition Transaction with respect to itself or any of its
         Subsidiaries or (ii) shall (A) solicit, initiate, participate in
         discussions of, or encourage or take any other action to facilitate any
         inquiry or proposal, or (B) enter into any agreement, arrangement, or
         understanding (whether written or oral) regarding any proposal or
         transaction providing for or requiring it to abandon, terminate or fail
         to consummate this Agreement, or compensating it or any of its
         Subsidiaries under any of the instances described in this clause. RCSB
         and Target Bank shall immediately instruct and otherwise use their best
         efforts to cause their directors, officers, employees, agents, advisors
         (including, without limitation, any investment banker, attorney, or
         accountant retained by it or any of its Subsidiaries), consultants and
         other representatives to comply with such prohibitions. RCSB and Target
         Bank shall immediately cease and cause to be terminated any existing
         activities, discussions, or negotiations with any parties conducted
         heretofore with respect to such activities. Notwithstanding the
         foregoing, RCSB may provide information at the request of or enter into
         negotiations with a third party with respect to an Acquisition
         Transaction if the Board of Directors of RCSB determines, in good faith
         after consultation with counsel, that the exercise of its fiduciary
         duties to RCSB's stockholders under applicable law requires it to take
         such action, and, provided further, that RCSB may not, in any event,
         provide to such third party any information which it has not provided
         to COFI. RCSB shall promptly notify COFI orally and in writing in the
         event it receives any such inquiry or proposal and shall provide
         reasonable detail of all relevant facts relating to such inquiries.
         This Section shall not prohibit accurate disclosure by RCSB in any
         document (including the Joint Proxy Statement and the Registration
         Statement) or other disclosure under applicable law if in the opinion
         of the Board of Directors of RCSB, disclosure is appropriate under
         applicable law. "Acquisition Transaction" shall, with respect to RCSB,
         mean any of the following (other

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<PAGE>



         than the Merger): (i) a merger or consolidation, or any similar
         transaction of any company with either RCSB or any Subsidiary of RCSB,
         (ii) a purchase, lease or other acquisition of a material portion of
         all the assets of either RCSB or any Subsidiary of RCSB, (iii) a
         purchase or other acquisition of "beneficial ownership" by any "person"
         or "group" (as such terms are defined in Section 13(d)(3) of the
         Exchange Act) (including by way of merger, consolidation, share
         exchange, or otherwise) which would cause such person or group to
         become the beneficial owner of securities representing 10% or more of
         the voting power of either RCSB or any Subsidiary of RCSB, (iv) a
         tender or exchange offer to acquire securities representing 19.9% or
         more of the voting power of RCSB, (v) a public proxy or consent
         solicitation made to stockholders of RCSB seeking proxies in opposition
         to any proposal relating to any of the transactions contemplated by
         this Agreement, (vi) the filing of an application or notice with the
         OTS, the Department, or any other federal or state regulatory authority
         (which application has been accepted for processing) seeking approval
         to engage in one or more of the transactions referenced in clauses (i)
         through (iv) above, or (vii) the making of a bona fide offer to the
         Board of Directors of RCSB or Target Bank by written communication,
         that is or becomes the subject of public disclosure, to engage in one
         or more of the transactions referenced in clauses (i) through (v)
         above.

                  (h) At the request of COFI, Target Bank agrees immediately
         prior to Closing and after satisfaction or waiver of the conditions to
         Closing set forth in Article VI hereof, to establish and take such
         reserves and accruals as COFI reasonably shall request to conform
         Target Bank's loan, accrual, reserve and other accounting policies to
         the policies of Charter One Bank, provided however, such requested
         conforming adjustments shall not be taken into account in determining
         whether RCSB has experienced a Material Adverse Effect.

         4.2 MUTUAL COVENANTS. No party to this Agreement shall voluntarily take
any action that would (A) materially impede or delay the consummation of the
transactions contemplated by this Agreement or the ability of the parties hereto
to obtain any approval of any regulatory authority required for the transactions
contemplated by this Agreement or to perform its covenants and agreements under
this Agreement or (B) prevent the Merger from qualifying as a pooling of
interests for accounting purposes or as a reorganization within the meaning of
Section 368(a) of the Code. The exercise by COFI of its rights under the Stock
Option Agreement shall not be deemed a violation of this Section or a breach of
any representation made by COFI under this Agreement.

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<PAGE>




                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

         5.1      INSPECTION OF RECORDS; CONFIDENTIALITY.

                  (a) COFI and RCSB shall each afford to the other and to the
         other's accountants, counsel and other representatives (and their
         Subsidiaries) full access during normal business hours during the
         period prior to the Effective Time to all of their respective
         properties, books, contracts, commitments and records, including all
         attorneys' responses to auditors' requests for information, and
         accountants' work papers, developed by either of them or their
         respective Subsidiaries or their respective accountants or attorneys,
         and will permit each other and their respective representatives to
         discuss such information directly with each other's officers,
         directors, employees, attorneys and accountants. COFI and RCSB shall
         each use their best efforts to furnish to the other all other
         information concerning its business, properties and personnel as such
         other party may reasonably request. Any failure to comply with this
         covenant shall be disregarded if promptly corrected without material
         adverse consequences to the other party. The availability or actual
         delivery of information shall not affect the representations,
         warranties, covenants, and agreements of the party providing such
         information that are contained in this Agreement or in any certificates
         or other documents delivered pursuant hereto.

                  (b) All information disclosed by any party to any other party
         to this Agreement, whether prior or subsequent to the date of this
         Agreement including, without limitation, any information obtained
         pursuant to this Section 5.1, shall be kept confidential by such other
         party and shall not be used by such other party otherwise as herein
         contemplated. In the event that this Agreement is terminated, each
         party shall return all documents furnished hereunder, shall destroy all
         documents or portions thereof prepared by such other party that contain
         information furnished by another party pursuant hereto and, in any
         event, shall hold all information confidential unless or until such
         information is or becomes a matter of public knowledge.

         5.2 REGISTRATION STATEMENT; STOCKHOLDER APPROVAL. As soon as
practicable after the date hereof, COFI shall file the Registration Statement
with the SEC, and RCSB and COFI shall use their best efforts to cause the
Registration Statement to become effective under the Securities Act. COFI will
take any action required to be taken under the applicable blue sky or securities
laws in connection with the issuance of the shares of COFI Common Stock in the
Company Merger. Each party shall furnish all information concerning it and the
holders of its capital stock as the other party may reasonably request in
connection with such action. Each of COFI and RCSB shall call a meeting of its
stockholders as soon as practicable after the Registration Statement is declared
effective by the SEC for the purpose of voting upon this Agreement and the

                                       50


<PAGE>



Company Merger and shall schedule such meeting based on consultation with the
other party. In connection with said stockholders' meetings, (i) COFI and RCSB
shall jointly prepare the Joint Proxy Statement as part of the Registration
Statement and they shall mail the Joint Proxy Statement to their respective
stockholders and (ii) the Board of Directors of COFI and RCSB shall recommend to
their respective stockholders the approval of this Agreement and the Company
Merger; provided, however, that such recommendation may be withdrawn, modified,
or amended, or not made at all, after the receipt by RCSB of an offer to effect
an Acquisition Transaction (as defined in Section 4.1(g) hereof) with RCSB to
the extent the Board of Directors of RCSB reasonably determines that, in the
exercise of its fiduciary obligations after consultation with counsel, it has a
duty to do so.

         5.3 AGREEMENTS OF AFFILIATES. As soon as practicable after the date of
this Agreement, RCSB shall deliver to COFI a letter, reviewed by its counsel,
identifying all persons whom RCSB believes to be "affiliates" of RCSB for
purposes of Rule 145 under the Securities Act or for purposes of qualifying for
pooling of interests accounting treatment for the Merger. RCSB shall use its
best efforts to cause each person who is so identified as an "affiliate" to
deliver to COFI, as soon as practicable thereafter, a written agreement,
substantially in the form of Exhibit E, providing that from the date of such
agreement each such person will agree not to sell, pledge, transfer or otherwise
dispose of any shares of stock of RCSB held by such person or any shares of COFI
Common Stock to be received by such person in the Company Merger (i) during the
period commencing 30 days prior to the Company Merger and ending at the time of
publication of financial results covering at least 30 days of combined
operations after the Company Merger and (ii) at any time, except in compliance
with the applicable provisions of the Securities Act and other applicable laws
and regulations. Prior to the Effective Time, RCSB shall amend and supplement
such letter and use its best efforts to cause each additional person who is
identified as an "affiliate" to execute a written agreement as set forth in this
Section 5.3. COFI shall deliver to RCSB within five (5) business days after the
date hereof a certified copy of the minutes of a meeting of the Board of
Directors of COFI at which the restrictions on resales of COFI Common Stock
under the pooling of interests method of accounting rules were discussed.

         5.4 EXPENSES. Each party hereto shall bear its own expenses incident to
preparing, entering into and carrying out this Agreement and to consummating the
Merger.

         5.5 COOPERATION. Each party agrees that it will use its best efforts to
bring about the transactions contemplated by this Agreement as soon as
practicable, unless this Agreement is terminated as provided herein. Subject to
the terms and conditions herein provided, each of the parties hereto agrees to
use all reasonable efforts to take, or cause to be taken, all action, and to do,
or cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by this Agreement at the earliest practicable time. In case at any
time after the Effective Time any further action is necessary or desirable to
carry out the purposes of this Agreement, the proper officers and/or directors
of the parties, shall take all such necessary action. Each party shall use its
reasonable best efforts to preserve for itself and the other parties hereto each
available legal privilege with

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<PAGE>



respect to the confidentiality of their negotiations and related communications,
including the attorney-client privilege.

         5.6 REGULATORY APPLICATIONS. The parties shall, as soon as practicable
after the date of this Agreement, file all necessary applications with all
applicable regulatory authorities, and shall use their best efforts to respond
as promptly as practicable to all inquiries received concerning said
applications. In the event the Merger is challenged or opposed by any
administrative or legal proceeding, whether by the United States Department of
Justice or otherwise, the determination of whether and to what extent to seek
appeal or review, administrative or otherwise, or other appropriate remedies
shall be made by COFI after consultation with RCSB. The party filing an
application shall deliver a copy thereof to the other parties hereto in advance
of filing and copies of all responses from or written communications from
regulatory authorities relating to the Merger or this Agreement (to the extent
permitted by law), and the filing party shall also deliver a final copy of each
regulatory application to the other parties promptly after it is filed with the
appropriate regulatory authority. Each party shall advise the other parties
periodically of the status of each regulatory application.

         5.7 FINANCIAL STATEMENTS AND REPORTS. From the date of this Agreement
and prior to the Effective Time: (a) RCSB will deliver to COFI not later than
forty-five (45) days after the end of any calendar quarter, the Report of
Condition and Income filed by Target Bank with the Department and FDIC; (b) COFI
and RCSB shall deliver to each other not later than forty-five (45) days after
the end of each fiscal quarter, its Report on Form 10-Q for such quarter as
filed with the SEC which shall be prepared in conformity with generally accepted
accounting principles and the rules and regulations of the SEC; and (c) each
party will deliver to the others any and all other material reports filed with
the SEC, FDIC, OTS, Department or any other regulatory agency within five (5)
business days of the filing of any such report.

         5.8 NOTICE. At all times prior to the Effective Time, each party shall
promptly notify the others in writing of the occurrence of any event which will
or may result in the failure to satisfy any of the conditions specified in
Sections 6.1 or 6.2 hereof. In the event that any party becomes aware of the
occurrence or impending occurrence of any event which would constitute or cause
a breach by it of any of its representations and warranties, covenants or
agreements herein in any material respect, or would have constituted or caused a
breach by it of its representations and warranties, covenants or agreements
herein in any respect, had such an event occurred or been known prior to the
date hereof, said party shall immediately give detailed and written notice
thereof to the other parties, and shall, unless the same has been waived in
writing by the other parties, use its reasonable efforts to remedy the same
within 30 days, provided that such efforts, if not successful, shall not be
deemed to satisfy any condition precedent to the Merger.

         5.9 PRESS RELEASE.  Except as provided in Section 4.1(g) or as 
otherwise reasonably determined by a party to comply with its legal obligations,
at all times prior to the Effective Time, the parties shall mutually agree to
the issuance of any press release or other information to the

                                       52


<PAGE>



press or any third party for general circulation with respect to this Agreement
or the transactions contemplated hereby.

         5.10 DELIVERY OF SUPPLEMENTS TO DISCLOSURE SCHEDULES. Five business
days prior to the Effective Time, each party will supplement or amend its
Disclosure Schedule with respect to any matter hereafter arising which, if
existing or occurring at or prior to the date of this Agreement, would have been
required to be set forth or described in such Disclosure Schedule or which is
necessary to correct any information in the Disclosure Schedule or in any
representation and warranty made by the disclosing party which has been rendered
inaccurate thereby. For purposes of determining the accuracy of the
representations and warranties of COFI and Charter One Bank, and RCSB and Target
Bank contained, respectively, in Articles II and III hereof in order to
determine the fulfillment of the conditions set forth in Section 6.1(a) and
6.2(a) hereof as of the date of this Agreement, the Disclosure Schedule of each
party shall be deemed to include only that information contained therein on the
date it is initially delivered to the other party together with any nonmaterial
information that was inadvertently left out of a party's Disclosure Schedule as
initially delivered and is subsequently provided in writing as soon as
practicable after the omission is discovered by the disclosing party.

         5.11 LITIGATION MATTERS.  RCSB and Target Bank will consult with COFI 
about any proposed settlement, or any disposition of, any litigation involving
settlement amounts in excess of $50,000.

         5.12 TAX OPINION. COFI agrees to obtain a written opinion of Silver,
Freedman & Taff, L.L.P., addressed to COFI and RCSB, dated the Closing Date,
subject to the representations and assumptions referred to therein, and
substantially to the effect that the Company Merger will constitute a tax-free
reorganization within the meaning of Section 368(a) of the Code and that COFI,
Charter Michigan and RCSB will each be a party to a reorganization.

         5.13 CONTINUING EMPLOYEES. To the extent permitted by applicable law,
the former employees of RCSB and RCSB Subsidiaries who become employees of
Charter One Bank or any other COFI Subsidiary (the "Continuing Employees") shall
continue to participate in the RCSB Benefit Plans, except where any such Plan is
terminated at request of COFI prior to or at the Effective Time. At or after the
Effective Time, COFI may merge any RCSB Benefit Plan with and into an COFI
Benefit Plan or merge an COFI Benefit Plan with and into an RCSB Benefit Plan.
At or after the Effective Time, COFI or any COFI Subsidiary may amend or
terminate any RCSB Benefit Plan, provided, that if the termination or amendment
adversely affects the benefits provided to the Continuing Employees, Charter One
Bank or another COFI Subsidiary shall provide the Continuing Employees with
benefits that are substantially equivalent to the benefits being received by
other similarly situated employees of Charter One Bank or such other COFI
Subsidiary under comparable plans then in effect, if any. Whenever a Continuing
Employee becomes a participant in an COFI Benefit Plan, such Continuing Employee
shall receive full credit for his past service with RCSB or any RCSB Subsidiary
for purposes of determining eligibility to participate in and the vesting of
benefits under such COFI Benefit Plan (but not for the purpose

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<PAGE>



of accrual of benefits thereunder). Continuing Employees will not be subject to
any exclusion or penalty for pre-existing conditions that were covered under the
RCSB health plan immediately prior to the Effective Time or any waiting period
relating to coverage under the COFI health plan.

         5.14 RESERVATION OF SHARES TO SATISFY RCSB STOCK OPTIONS. COFI shall
take all corporate action necessary to reserve for issuance a sufficient number
of shares of COFI Common Stock for delivery upon exercise of RCSB Stock Options
assumed by it in accordance with Section 1.3(e) hereof. As soon as practicable
after the Effective Time, COFI shall file an appropriate registration statement
with respect to the shares of COFI Common Stock subject to such options and
shall use its best efforts to maintain the effectiveness of such registration
statement or registration statements (and maintain the current status of the
prospectus or prospectuses contained therein) for so long as such options remain
outstanding.

         5.15 NASDAQ LISTING. COFI shall use all reasonable efforts to cause the
shares of COFI Common Stock to be issued in the Company Merger, and the shares
of COFI Common Stock to be reserved for issuance upon exercise of RCSB Stock
Options, to be approved for listing on the Nasdaq Stock Market (or such other
national securities exchange or stock market on which the COFI Common Stock
shall then be traded), subject to official notice of issuance, prior to or as of
the Closing.

         5.16 DIRECTORS' AND OFFICERS' INDEMNIFICATION INSURANCE. For a period
of six years following the Effective Time, COFI shall indemnify, defend and hold
harmless the present and former directors, officers and employees of RCSB and
the RCSB Subsidiaries (each, an "Indemnified Party") against all costs or
expenses (including reasonable attorneys' fees), judgments, fines, losses,
claims, damages or liabilities incurred in connection with any claim, action,
suit, proceeding or investigation, whether civil, criminal, administrative or
investigative, and arising out of matters existing or occurring at or prior to
the Effective Time (including the transactions contemplated by this Agreement
and the agreements executed pursuant to this Agreement), whether asserted or
claimed prior to, at or after the Effective Time, to the fullest extent that
RCSB would have been permitted under Delaware law and its Certificate of
Incorporation or Bylaws in effect on the date of this Agreement to indemnify
such person (and COFI will also advance expenses as incurred to the fullest
extent permitted under applicable law so long as the person to whom expenses are
advanced provides an undertaking to repay such advances if it is ultimately
determined that such person is not entitled to indemnification); PROVIDED
HOWEVER, that (a) any determination required to be made with respect to whether
a person's conduct complies with the standards set forth under Delaware law and
RCSB's Certificate of Incorporation and Bylaws shall be made by independent
counsel mutually agreed upon between COFI and the Indemnified Party, and (b)
COFI shall be obligated pursuant to this Section 5.16 to pay for only one firm
of counsel for all Indemnified Parties, unless an Indemnified Party shall have
reasonably concluded, based on the advice of counsel, that in order to be
adequately represented, separate counsel is necessary for such Indemnified
Party, in which case COFI shall be obligated to pay for such separate counsel.
COFI shall cause the persons serving as officers and directors of RCSB and the
RCSB Subsidiaries immediately prior to the Effective

                                       54


<PAGE>



Time to be covered for a period of six years following the Effective Time by the
directors' and officers' liability insurance policy maintained by COFI and
Charter One Bank (provided that COFI may substitute or cause RCSB to substitute
therefor single premium tail coverage with a policy limit equal to RCSB's
existing annual coverage limit) with respect to acts or omissions occurring
prior to the Effective Time which were committed by such officers and directors
in their capacity as such, provided that the additional premium cost to COFI
does not exceed 200% of RCSB's present annual premium cost (the "Maximum
Amount") and that the insurance is available. If the amount of the premium
necessary to maintain or procure such coverage exceeds the Maximum Amount, COFI
shall use all reasonable efforts to maintain the most advantageous policies of
directors' and officers' insurance obtainable for a premium equal to the Maximum
Amount.

         5.17. EXTRAORDINARY COFI DIVIDENDS. Between the date of this Agreement
and the Effective Time or the termination of this Agreement (whichever occurs
first), COFI shall not declare, set aside or pay any extraordinary dividend or
make any other extraordinary distribution (other than a stock dividend) with
respect to COFI Common Stock.

                                   ARTICLE VI

                                   CONDITIONS

         6.1 CONDITIONS TO THE OBLIGATIONS OF COFI, CHARTER MICHIGAN AND CHARTER
ONE BANK. Notwithstanding any other provision of this Agreement, the obligations
of COFI, Charter Michigan and Charter One Bank to consummate the Merger are
subject to the following conditions precedent (except as to those which COFI may
chose to waive):

                  (a) subject to the cure provisions set forth in Section 5.8,
         all of the representations and warranties made by RCSB and Target Bank
         in this Agreement and in any documents or certificates provided by RCSB
         and Target Bank shall have been true and correct in all material
         respects as of the date of this Agreement and as of the Effective Time
         (after giving effect to the Disclosure Supplements delivered by RCSB
         pursuant to Section 5.10 relating to intervening events) as though made
         on and as of the Effective Time;

                  (b) subject to the cure provisions set forth in Section 5.8,
         RCSB and Target Bank shall have performed in all material respects all
         obligations and shall have complied in all material respects with all
         agreements and covenants required by this Agreement to be performed or
         complied with by them prior to or at the Effective Time;

                  (c) there shall not have been any action taken or any statute,
         rule, regulation or order enacted, promulgated or issued or deemed
         applicable to the Merger by any federal or state government or
         governmental agency or instrumentality or court, which would prohibit
         ownership or operation of all or a portion of the business or assets of
         RCSB or any RCSB Subsidiary by COFI, Charter Michigan or Charter One
         Bank, or would compel

                                       55


<PAGE>



         COFI, Charter Michigan or Charter One Bank to dispose of all or a
         portion of the business or assets of RCSB or any RCSB Subsidiary, as a
         result of this Agreement, or which would render any party hereto unable
         to consummate the transactions contemplated by this Agreement;

                  (d)  since the date hereof,  RCSB shall not have suffered
         Material Adverse Effect;

                  (e)  no regulatory authority shall impose any non-standard or
         unduly burdensome condition relating to the Merger, as determined in
         the reasonable judgment of COFI;

                  (f)  COFI shall have received the opinion of Harris Beach & 
         Wilcox, L.L.P., counsel to RCSB, in the form of the attached Exhibit
         F;

                  (g) COFI shall have received a certificate signed by the
         President and Chief Executive Officer of RCSB and Target Bank, dated as
         of the Effective Time, certifying that based upon his best knowledge,
         the conditions set forth in Sections 6.1(a), (b), (d), (l) and (m)
         hereof have been satisfied.

                  (h) simultaneous with the execution and delivery of this
         Agreement, (i) the directors of RCSB who are stockholders of RCSB shall
         have executed and delivered to COFI Voting Agreements in the form
         attached hereto as Exhibit A and (ii) immediately after the execution
         and delivery of this Agreement, the Stock Option Agreement shall have
         been executed and delivered by COFI and RCSB in the form attached
         hereto as Exhibit B;

                  (i) COFI shall have received from Deloitte & Touche L.L.P. a
         letter, in the form then customarily issued by such accountants in
         transactions of this type, to the effect that the Merger will qualify
         for pooling of interests accounting treatment;

                  (j) COFI shall have received the letters referred to in 
         Section 5.3 from all executive officers and directors of RCSB and all
         stockholders who are affiliates of RCSB;

                  (k) Within five days prior to mailing the Joint Proxy
         Statement to the stockholders of COFI, COFI shall have received from
         Montgomery Securities (or another investment banking firm reasonably
         acceptable to COFI) a written opinion to the effect that the Company
         Merger is fair to the COFI stockholders from a financial point of view;

                  (l) Since November 30, 1996 to the Closing Date, the average
         monthly originations of auto loans and leases of RCSB and the RCSB
         Subsidiaries shall not exceed $92,000,000 (or a pro rata portion
         thereof in the case of the calendar month that Closing occurs); and

                                       56


<PAGE>



                  (m) monthly net charge-offs for the auto indirect portfolio of
         RCSB and the RCSB Subsidiaries based upon current charge-off accounting
         methodology utilized by American Credit Services, Inc., on the date of
         this Agreement shall not exceed .125% of the monthly average
         outstanding portfolio balance for any two calendar months commencing
         May, 1997.

         6.2 CONDITIONS TO THE OBLIGATIONS OF RCSB AND TARGET BANK.
Notwithstanding any other provision of this Agreement, the obligations of RCSB
and Target Bank to consummate the Merger are subject to the following conditions
precedent (except as to those which RCSB may chose to waive):

                  (a) subject to the cure provisions set forth in Section 5.8,
         all of the representations and warranties made by COFI in this
         Agreement and in any documents or certificates provided by COFI shall
         have been true and correct in all material respects as of the date of
         this Agreement and as of the Effective Time (after giving effect to the
         Disclosure Supplements delivered by COFI pursuant to Section 5.10
         relating to intervening events) as though made on and as of the
         Effective Time;

                  (b) subject to the cure provisions set forth in Section 5.8,
         COFI shall have performed in all material respects all obligations and
         shall have complied in all material respects with all agreements and
         covenants required by this Agreement to be performed or complied with
         by it prior to or at the Effective Time;

                  (c) since the date hereof, COFI shall not have suffered a 
         Material Adverse Effect;

                  (d) RCSB shall have received the opinion of Silver, Freedman &
         Taff, L.L.P., counsel to COFI, in the form attached hereto as Exhibit
         G;

                  (e) RCSB shall have received a certificate signed by the
         President and Chief Executive Officer of COFI, dated as of the
         Effective Time, that based upon his best knowledge, the conditions set
         forth in Sections 6.2(a), (b) and (c) have been satisfied.

                  (f) Within five days prior to mailing the Joint Proxy
         Statement to the stockholders of RCSB, RCSB shall have received from
         Lehman Brothers (or another investment banking firm reasonably
         acceptable to RCSB) a written opinion to the effect that the Merger
         Consideration is fair to the RCSB stockholders from a financial point
         of view.

         6.3 CONDITIONS TO THE OBLIGATIONS OF THE PARTIES. Notwithstanding any
other provision of this Agreement, the obligations of COFI, Charter Michigan and
Charter One Bank on the one hand, and RCSB and Target Bank on the other hand, to
consummate the Merger are subject to the following conditions precedent (except
as to those which COFI or RCSB may chose to waive):

                                       57


<PAGE>



                  (a) No preliminary or permanent injunction or other order by
         any federal or state court which prevents the consummation of the
         Merger shall have been issued and shall remain in effect; nor shall
         there be any third party proceeding pending to prevent the consummation
         of the Merger;

                  (b) The parties shall have received all applicable regulatory
         approvals and consents to consummate the transactions contemplated in
         this Agreement and all required waiting periods shall have expired;

                  (c) The respective holders of a majority of the outstanding
         COFI Common Stock and RCSB Common Stock shall have approved this
         Agreement and the Company Merger;

                  (d) The Registration Statement shall have been declared
         effective under the Securities Act and no stop orders shall be in
         effect and no proceedings for such purpose shall be pending or
         threatened by the SEC;

                  (e) Each party shall have received the tax opinion addressed
         to it referred to in Section 5.12 of this Agreement; and

                  (f) The COFI Common Stock to be issued to holders of RCSB
         Common Stock shall have been approved for listing on the Nasdaq
         National Market subject to official notice of issuance.

                                   ARTICLE VII

                         TERMINATION; AMENDMENT; WAIVER

         7.1  TERMINATION.  This Agreement may be terminated at any time
prior to the Effective Time:

                  (a) By the mutual written consent of the Boards of Directors
         of COFI and RCSB;

                  (b) At any time prior to the Effective Time, by COFI or RCSB
         if there shall have been a final judicial or regulatory determination
         (as to which all periods for appeal shall have expired and no appeal
         shall be pending) that any material provision of this Agreement is
         illegal, invalid or unenforceable (unless the enforcement thereof is
         waived by the affected party) or denying any regulatory application the
         approval of which is a condition precedent to a party's obligations
         hereunder;

                  (c)  At any time on or before the date specified in 7.1(e) 
         hereof, by COFI or RCSB in the event that any of the conditions
         precedent to the obligations of the other

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<PAGE>



         party to the Merger are rendered impossible to be satisfied or
         fulfilled by said date (other than by reason of a breach by the party
         seeking to terminate);

                  (d) By COFI or RCSB, in the event of a material breach by the
         other party of any representation, warranty, covenant or agreement
         contained herein or in any schedule or document delivered pursuant
         hereto, which breach would result in the failure to satisfy the closing
         condition set forth in Section 6.1(a) or 6.1(b) in the case of COFI, or
         Section 6.2(a) or 6.2(b) in the case of RCSB, and which breach cannot
         be or is not cured within thirty (30) days after written notice of such
         breach is given by the non-breaching party to the party committing such
         breach; or

                  (e) By COFI or RCSB on or after December 31, 1997, in the
         event the Company Merger has not been consummated by such date
         (provided that the terminating party is not then in material breach of
         any representation, warranty, covenant or other agreement contained
         herein).

                  In the event a party elects to effect any termination pursuant
         to Section 7.1(b) through 7.1(e) above, it shall give written notice to
         the other party hereto specifying the basis for such termination and
         certifying that such termination has been approved by the vote of a
         majority of the members of its Board of Directors.

         7.2 LIABILITIES AND REMEDIES. In the event that this Agreement is
terminated by a party (the "Aggrieved Party") solely by reason of the willful
and material breach by the other party ("Breaching Party") of any of its
representations or warranties or the material breach by the Breaching Party of
any of its covenants or agreements contained herein then the Aggrieved Party
shall be entitled to such remedies and relief against the Breaching Party as are
available at law or in equity. Moreover, the Aggrieved Party without terminating
this Agreement shall be entitled to specifically enforce the terms hereof
against the Breaching Party in order to cause the Merger to be consummated. Each
party acknowledges that there is not an adequate remedy at law to compensate the
other parties relating to the non-consummation of the Merger. To this end, each
party, to the extent permitted by law, irrevocably waives any defense it might
have based on the adequacy of a remedy at law which might be asserted as a bar
to specific performance, injunctive relief or other equitable relief.

         7.3 SURVIVAL OF AGREEMENTS. In the event of termination of this
Agreement by either COFI or RCSB as provided in Section 7.1, this Agreement
shall forthwith become void and have no effect except that the agreements
contained in Sections 5.1(b), 5.4, and 7.2 hereof shall survive the termination
hereof.

         7.4 AMENDMENT.  This Agreement may be amended by the parties hereto by 
action taken by their respective Boards of Directors at any time before or after
approval hereof by the stockholders of COFI and RCSB but, after such approval,
no amendment shall be made which changes the form of consideration or the value
of the consideration to be received by the stockholders of RCSB without the
approval of the stockholders of COFI and RCSB. This

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Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto. The parties may, without approval of their
respective Boards of Directors, make such technical changes to this Agreement,
not inconsistent with the purposes hereof as may be required to effect or
facilitate any regulatory approval or acceptance of the Merger or of this
Agreement or to effect or facilitate any regulatory or governmental filing or
recording required for the consummation of any of the transactions contemplated
hereby.

         7.5 WAIVER. Any term, provision or condition of this Agreement (other
than the requirement of COFI and RCSB stockholder approval) may be waived in
writing at any time by the party which is entitled to the benefits hereof. Each
and every right granted to any party hereunder, or under any other document
delivered in connection herewith or therewith, and each and every right allowed
it by law or equity, shall be cumulative and may be exercised from time to time.
The failure of a party at any time or times to require performance of any
provision hereof shall in no manner affect such party's right at a later time to
enforce the same. No waiver by any party of a condition or of the breach of any
term, covenant, representation or warranty contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or of the breach of any other term, covenant,
representation or warranty of this Agreement. No investigation, review or audit
by a party of another party prior to or after the date hereof shall estop or
prevent such party form exercising any right hereunder or be deemed to be a
waiver of any such right.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         8.1 SURVIVAL. All representations, warranties, covenants and agreements
of the parties in this Agreement or in any instrument delivered by the parties
pursuant to this Agreement (other than the agreements, covenants and obligations
set forth herein which are contemplated to be performed after the Effective
Time) shall not survive the Effective Time, provided that no such
representations, warranties or covenants shall be deemed to be terminated or
extinguished so as to deprive any party (or any of its directors, officers,
employees or agents) of any defense in law or equity which otherwise would be
available against the claims of any person, including, without limitation, any
stockholder or former stockholder of either COFI or RCSB, the aforesaid
representations, warranties, and covenants being material inducements to
consummation by the parties and the surviving corporation and resulting
institution of the transactions contemplated hereby.

         8.2 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, by facsimile
transmission or by registered or certified mail to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice) and shall be deemed to be delivered on the date so delivered:

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                  (a)      if to COFI, Charter Michigan or Charter One Bank:

                                    Mr. Charles J. Koch
                                    Chief Executive Officer
                                    Charter One Financial, Inc.
                                    1215 Superior Avenue
                                    Cleveland, OH  44114

                           copy to:

                                    Mr. Robert J. Vana
                                    Chief Corporate Counsel
                                    Charter One Financial, Inc.
                                    1215 Superior Avenue
                                    Cleveland, OH  44114

                                            and

                                    Barry P. Taff, Esq.
                                    Silver, Freedman & Taff L.L.P.
                                    1100 New York Ave., N.W.
                                    Washington, D.C.  20005

                  (b)      if to RCSB or Target Bank:

                                    Mr. Leonard S. Simon
                                    Chairman of the Board, President
                                        and Chief Executive Officer
                                    RCSB Financial, Inc.
                                    235 East Main Street
                                    Rochester, NY  14604

                           copy to:

                                    Thomas E. Willett, Esq.
                                    Harris Beach & Wilcox, LLP
                                    Granite Building
                                    130 East Main Street
                                    Rochester, NY  14604

         8.3  APPLICABLE LAW.  This Agreement shall be construed and 
interpreted according to the laws of the State of Delaware without regard to
conflicts of laws principles thereof, except to the extent that the federal laws
of the United States apply.

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         8.4 HEADINGS, ETC.  The article headings and section headings 
contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this Agreement.

         8.5 SEVERABILITY. If any term, provision, covenant, or restriction
contained in this Agreement is held by a final and unappealable order of a court
of competent jurisdiction to be invalid, void, or unenforceable, then the
remainder of the terms, provisions, covenants, and restrictions contained in
this Agreement shall remain in full force and effect, and shall in no way be
affected, impaired, or invalidated unless the effect would be to cause this
Agreement to not achieve its essential purposes.

         8.6 ENTIRE AGREEMENT; BINDING EFFECT; NON-ASSIGNMENT; COUNTERPARTS.
Except as otherwise expressly provided herein, this Agreement (including the
documents and instruments referred to herein) (a) constitutes the entire
agreement between the parties hereto and supersedes all other prior agreements
and undertakings, both written and oral, between the parties, with respect to
the subject matter hereof; and (b) is not intended to confer upon any other
person any rights or remedies hereunder except as specifically provided herein.
This Agreement shall be binding upon and inure to the benefit of the parties
named herein and their respective successors. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other party hereto. This
Agreement may be executed in two or more counterparts which together shall
constitute a single agreement.

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         The undersigned have caused this Agreement to be executed as of the day
and year first above written.


                                              CHARTER ONE FINANCIAL, INC.

                                              By  /s/  Charles J. Koch
                                                 ______________________________
                                                 Authorized Officer


                                              CHARTER MICHIGAN BANCORP, INC.

                                              By  /s/  Charles J. Koch
                                                 ______________________________
                                                 Authorized Officer


                                              CHARTER ONE BANK F.S.B.

                                              By  /s/  Charles J. Koch
                                                 ______________________________
                                                 Authorized Officer


                                              RCSB FINANCIAL, INC.

                                              By  /s/  Leonard S. Simon
                                                 ______________________________
                                                 Authorized Officer


                                              ROCHESTER COMMUNITY SAVINGS BANK

                                              By  /s/  Leonard S. Simon
                                                 ______________________________
                                                 Authorized Officer


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