AMENDMENT NUMBER 1 TO THE AGREEMENT
                                     BETWEEN
                         POUGHKEEPSIE SAVINGS BANK, FSB
                                       AND
                             JOSEPH B. TOCKARSHEWSKY

     WHEREAS, Poughkeepsie Savings Bank, FSB, a federally chartered savings bank
with its principal office in Poughkeepsie, New York (hereinafter referred to as
the "Bank" or the "Employer") and Joseph B. Tockarshewsky (hereinafter referred
to as the "Executive") entered into an Agreement dated February 25, 1997 in
connection with his employment with the Bank;

     WHEREAS, the Bank consummated its reorganization and formation of a thrift
holding company on May 30, 1997 whereby the Bank's common stock, par value $.01
per share, is now wholly owned by Poughkeepsie Financial Corp. (the "Company");

     WHEREAS, the Bank and the Executive desire to modify the Agreement to allow
the Company to become a party to the Agreement and the Company desires to become
a party to the Agreement in order to make the obligations of the Bank thereunder
the joint and several obligations of both the Company and the Bank; and

     WHEREAS, Section 11 of the Agreement provides that no provisions of the
Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by the Executive and such officer or
officers as may be specifically designated by the Board of Directors of the
Employer to sign on their behalf.

     NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants
herein set forth, the Company, the Bank and the Executive do hereby agree that
all references to the Bank, as found in the terms of the Agreement, shall
hereafter be understood to refer to Poughkeepsie Financial Corp. and its
subsidiaries and all warranted and necessary adjustments shall be made to the
text of the Agreement to carry out the intent of this Amendment;

     RESOLVED FURTHER, that the term "Employer" in the Agreement
shall mean both the Company and the Bank; and

     RESOLVED FURTHER, that the Company is added as a party to, and a signatory
of, the Agreement.












     IN WITNESS WHEREOF, the parties have duly executed this Amendment Number 1
to the Agreement as of this 29th day of July 1997.



                                       POUGHKEEPSIE FINANCIAL CORP.

ATTEST:

                                       By: /s/ Noel deCordova, Jr.
 /s/                                       --------------------------------
- -------------------------                  Noel deCordova, Jr.
Witness                                    Title:    Director



                                       POUGHKEEPSIE SAVINGS BANK, FSB

ATTEST:

                                       By: /s/ Noel deCordova, Jr.
/s/                                        -------------------------------
- -------------------------                  Noel deCordova, Jr.
Witness                                    Title:    Director


                                       EXECUTIVE


ATTEST:

 /s/ [signature illegible]                 /s/ Joseph B. Tockarshewsky
- --------------------------             -----------------------------------
Witness                                Joseph B. Tockarshewsky