ex10_18.htm


    
      

    

    
      
        Exhibit
10.18

         

      

      NBT
BANCORP INC.

      


      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

       

      (Effective
as of July 23, 2001)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

      


      
        
          
            	 
      	
                    Page

                  
	 
      	 
      
	
                    Preamble

                  	
                    1

                  
	 
      	 
      
	
                    Article
      1 - Definitions

                  	
                    1

                  
	 
      	 
      
	
                    Article
      2 - Eligibility and Participation

                  	
                    6

                  
	 
      	 
      
	
                    Article
      3 - Retirement Date

                  	
                    7

                  
	 
      	 
      
	
                    Article
      4 - Retirement Income Benefit

                  	
                    7

                  
	 
      	 
      
	
                    Article
      5 - Supplemental 401(k)/ESOP Benefit and Deferral Credit
      Accounts

                  	
                    8

                  
	 
      	 
      
	
                    Article
      6 - Supplemental Retirement Benefit

                  	
                    9

                  
	 
      	 
      
	
                    Article
      7 - Modes of Benefit Payment and Vesting of Benefits

                  	
                    10

                  
	 
      	 
      
	
                    Article
      8 - Death Benefits

                  	
                    12

                  
	 
      	 
      
	
                    Article
      9 - Unfunded Plan

                  	
                    14

                  
	 
      	 
      
	
                    Article
      10 - Administration

                  	
                    15

                  
	 
      	 
      
	
                    Article
      11 - Amendment or Termination

                  	
                    17

                  
	 
      	 
      
	
                    Article
      12 - General Provisions

                  	
                    17

                  


          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      SUPPLEMENTAL
RETIREMENT AGREEMENT

      EFFECTIVE
JULY 23, 2001

      


      


      The
attached document (NBT Bancorp
Inc. Supplemental Executive Retirement Plan, effective as of July 23,
2001) sets forth the terms of an agreement for the payment of supplemental
retirement income made as of July 23, 2001 between NBT Bancorp Inc., a Delaware
corporation and a registered financial holding company headquartered at 52 S.
Broad Street, Norwich, New York  13815, and Michael J. Chewens, an
individual residing at 2613 Pine Bluff Drive, Vestal, New
York  13815.  The parties hereby execute this agreement as
follows:

      


      


      NBT
BANCORP INC.

      


      


      
        
          	
                  By:  /s/ Daryl R.
      Forsythe

                	
                  Date:  July 23,
      2001

                
	
                  Daryl
      R. Forsythe

                	 
      
	
                  Chairman,
      President and

                	 
      
	
                  Chief
      Executive Officer

                	 
      
	 
      	 
      
	 
      	 
      
	
                  /s/ Micheal J. Chewens

                	
                  Date:  July 23,
      2001

                
	
                  Michael
      J. Chewens

                	 
      


        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      PREAMBLE

       

      This NBT
Bancorp Inc. Supplemental Executive Retirement Plan (the “Plan”) is effective as
of July 23, 2001.  The purpose of the Plan is to permit certain
employees of NBT Bancorp Inc. (the “Company”), its subsidiary, NBT Bank,
National Association (the “Bank”) and adopting affiliated employers to receive
supplemental retirement income when such amounts would be due under the benefit
and contribution formulas in the tax-qualified NBT Bancorp Inc. Defined Benefit
Pension Plan and NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan but
cannot be paid thereunder due to the reductions and other limitations imposed by
Sections 401(a)(17), 401(k)(3), 401(m) and 415 of the Internal Revenue Code of
1986, as amended and to provide such employees’ with an aggregate retirement
benefit (taking into consideration amounts paid under such Plans and social
security benefits) commencing following retirement at or after age 62 of not
less than 50% of such employees’ final average compensation, subject to the
terms of the Plan.  Capitalized terms are defined in Article 1
below.

       

      The Plan
is intended to be an unfunded, non-qualified deferred compensation
plan.  Neither the Employer, the Committee, nor the individual members
of the Committee shall segregate or otherwise identify specific assets to be
applied to the purposes of the Plan, nor shall any of them be deemed to be a
trustee of any amounts to be paid under the Plan.  Any liability of
the Employer to any person with respect to benefits payable under the Plan shall
be based solely upon such contractual obligations, if any, as shall be created
by the Plan, and shall give rise only to a claim against the general assets of
the Employer.  No such liability shall be deemed to be secured by any
pledge or any other encumbrance on any specific property of the
Employer.

      


      ARTICLE
1

       

      DEFINITIONS

       

       

      The
following words and phrases shall have the meanings hereafter ascribed to
them.  Those words and phrases which have limited application are
defined in the respective Articles in which such terms appear.

       

      
        	
                1.1

              	
                “Actuarial
      Equivalent” shall have the same meaning the term “Actuarial Equivalent”
      has under Section 2.03 of Appendix A to the Basic Retirement Plan using
      the following actuarial
assumptions:

              


      

       

      Mortality:  “Applicable
Mortality Rate” as such term is defined in Section 2.03c of Appendix A to the
Basic Retirement Plan.

       

      Interest
Rate:  “Applicable Interest Rate” as such term is defined in
Section 2.09b of Appendix A to the Basic Retirement Plan.

       

      
        	
                1.2

              	
                “Bank”
      means NBT Bank, National Association or any successor thereto by merger,
      consolidation or otherwise by operation of
law.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                1.3

              	
                “Basic
      401(k)/ESOP” means the NBT Bancorp Inc. 401(k) and Employee Stock
      Ownership Plan, as amended from time to
time.

              


      

       

      
        	
                1.4

              	
                “Basic
      401(k)/ESOP Benefit” means the benefit paid to a Participant under the
      Basic 401(k)/ESOP and includes benefits payable upon Normal Retirement,
      Early Retirement, Postponed Retirement, death or termination of
      service.

              


      

       

      
        	
                1.5

              	
                “Basic
      401(k)/ESOP Surviving Spouse Benefit” means the benefit payable to a
      Participant’s surviving spouse under the Basic 401(k)/ESOP upon the
      Participant’s death before a distribution of the Participant’s entire
      Basic 401(k)/ESOP account balance.

              


      

       

      
        	
                1.6

              	
                “Basic
      Retirement Plan” means the NBT Bancorp Inc. Defined Benefit Pension Plan,
      as amended from time to time.

              


      

       

      
        	
                1.7

              	
                “Basic
      Retirement Plan Benefit” means the benefit payable to a Participant under
      the Basic Retirement Plan and includes benefits payable upon Normal
      Retirement, Early Retirement, Postponed Retirement, death or termination
      of service.

              


      

       

      
        	
                1.8

              	
                “Basic
      Retirement Plan Surviving Spouse Benefit” means the benefit payable to a
      Participant’s surviving spouse or eligible children under the Basic
      Retirement Plan upon the Participant’s death, if
  any.

              


      

       

      
        	
                1.9

              	
                “Beneficiary”
      means such living person or living persons designated by the Participant
      in accordance with Section 7.5(a) to receive the Supplemental Retirement
      Benefit after his or her death, or his or her personal or legal
      representative, all as herein described and provided.  If no
      Beneficiary is designated by the Participant or if no Beneficiary survives
      the Participant, the Beneficiary shall be the Participant’s
      estate.

              


      

       

      
        	
                1.10

              	
                “Board”
      means the Board of Directors of the Company, as duly constituted from time
      to time.

              


      

       

      
        	
                1.11

              	
                “Cause”
      means the Participant’s (a) conviction of robbery, bribery, extortion,
      embezzlement, fraud, grand larceny, burglary, perjury, income tax evasion,
      misapplication of Employer funds, false statements in violation of 18
      U.S.C. § 1001, or any other felony that is punishable by a term of
      imprisonment of more than one year; (b) material breach of his or her duty
      of loyalty to the Employer; (c) acts or omissions in the performance of
      his or her duties having a material adverse effect on the Employer that
      were not done or omitted to be done in good faith or which involved
      intentional misconduct or a knowing violation of law; or (d) any
      transaction in the performance of his or her duties with the Employer from
      which he or she derived a material improper personal
    benefit.

              


      

       

      
        	
                1.12

              	
                “Change
      in Control” means:

              


      

       

      (i)           A
change in control with respect to the Company or the Bank of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A as in effect on the date hereof pursuant to the Securities
Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation,
such a change in control shall be deemed to have occurred at such time as any
person (including an individual, corporation, partnership, trust, association,
joint venture, pool, syndicate, unincorporated organization, joint-stock company
or similar organization or group acting in concert) hereafter becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 30 percent or more of the combined voting power of the common
stock and other voting securi­ties of the Company; or


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (ii)          
During any period of two consecutive years, individuals who at the beginning of
such period constitute the Board cease for any reason to con­stitute at
least a majority thereof unless the election, or the nomination for election by
the shareholders of the Company, of each new director was approved by a vote of
at least two-thirds of the directors then still in office who were directors at
the beginning of the period; or

       

      (iii)           There
shall be consummated (x) any consoli­dation or merger of the Company in
which it is not the continuing or surviving corporation or pursuant to which
voting securities of the Company would be converted into cash, securities, or
other property, other than a merger of the Company in which the holders of its
common stock and other voting securities immediately before the merger have
substantially the same propor­tionate ownership of common stock and other
voting securities, respectively, of the surviving corporation immedi­ately
after the merger, or (y) any sale, lease, exchange, or other transfer (in one
transaction or a series of related transac­tions) of all, or
sub­stantially all of the assets of the Company or the Bank, pro­vided
that any such consolidation, merger, sale, lease, exchange or other transfer
consummated at the insistence of an appropriate banking regulatory agency shall
not constitute a change in control; or

       

      (iv)          
Approval by the shareholders of the Company of any plan or proposal for
its liquidation or dissolution.

       

      
        	
                1.13

              	
                “Code”
      means the Internal Revenue Code of 1986, as amended from time to
      time.

              


      

       

      
        	
                1.14

              	
                “Committee”
      means the Plan’s administrative committee, as appointed by the Board to
      administer the Plan, as described in Article
10.

              


      

       

      
        	
                1.15

              	
                “Company”
      means NBT Bancorp, Inc. or any successor thereto by merger, consolidation
      or otherwise by operation of law.

              


      

       

      
        	
                1.16

              	
                “Confidential
      Information” means business methods, creative techniques and technical
      data of the Company, the Bank and their affiliates that are deemed by the
      Company, the Bank or any such affiliate to be and are in fact confidential
      business information of the Company, the Bank or its affiliates or are
      entrusted to the Company, the Bank or its affiliates by third parties, and
      includes, but is not limited to, procedures, methods, sales relationships
      developed while the Participant is in the service of the Company, the Bank
      or their affiliates, knowledge of customers and their requirements,
      marketing plans, marketing information, studies, forecasts and surveys,
      competitive analyses, mailing and marketing lists, new business proposals,
      lists of vendors, consultants, and other persons who render service or
      provide material to the Company, the Bank or their affiliates, and
      compositions, ideas, plans, and methods belonging to or related to the
      affairs of the Company, the Bank or their affiliates, except for such
      information as is clearly in the public domain, provided, that
      information that would be generally known or available to persons skilled
      in the Participant’s fields shall be considered to be “clearly in the
      public domain” for this
purpose.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                1.17

              	
                “Deferral
      Credit Account” means the bookkeeping account maintained in the name of
      the Employer, on behalf of each Participant, pursuant to Article
      5.

              


      

       

      
        	
                1.18

              	
                “Determination
      Date” means the earlier of (i) the date of termination of the
      Participant’s employment with the Employer or (ii) the first day of the
      month following the Participant’s 65th
birthday.

              


      

       

      
        	
                1.19

              	
                “Effective
      Date” means July 23, 2001.

              


      

       

      
        	
                1.20

              	
                “Employee”
      means a person who is an employee of the
  Employer.

              


      

       

      
        	
                1.21

              	
                “Employer”
      means the Company, the Bank and any subsidiary or affiliated corporation
      of either of them which, with the approval of the Board and subject to
      such conditions as the Board may impose, adopts the Plan, and any
      successor or successors of any of
them.

              


      

       

      
        	
                1.22

              	
                “Final
      Average Compensation” shall have the same meaning as the term “Final
      Average Compensation” has under Section 2.27 of Appendix A to the Basic
      Retirement Plan, except that in determining the amount of Compensation (as
      defined in Section 2.14 of Appendix A to the Basic Retirement Plan) to be
      used in calculating Final Average Compensation under Section 2.27 of
      Appendix A to the Basic Retirement Plan, Compensation shall not be subject
      to the compensation limitation of section 401(a)(17) of the
      Code.

              


      

       

      
        	
                1.23

              	
                “401(k)/ESOP
      Benefit” means the deferred compensation 401(k)/ESOP Benefit provided to
      Participants and their beneficiaries in accordance with the applicable
      provisions of the Plan.

              


      

       

      
        	
                1.24

              	
                “Full-Time
      Employee” shall mean an Employee who works not less than 1,000 hours in a
      calendar year.

              


      

       

      
        	
                1.25

              	
                “Other
      Retirement Benefits” means the sum
of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      annual benefit payable to the Participant from the Basic Retirement Plan;
      plus

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      annual Retirement Income Benefit payable to the Participant hereunder;
      plus

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      annual amount of any supplemental retirement benefit payable to the
      Participant by the Employer or any other Employer pursuant to any
      Supplemental Retirement Agreement with the Participant (other than amounts
      attributable to elective deferrals of such Participant’s compensation);
      plus

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                The
      annual benefit that could be provided by (A) Employer contributions (other
      than elective deferrals) made on the Participant’s behalf under the Basic
      401(k)/ESOP, and (B) actual earnings on contributions in (A), if such
      contributions and earnings were converted to a benefit payable at age 62
      in the same form as the Supplemental Retirement Benefit, using the same
      actuarial assumptions as are provided under Section 1.1;
    plus

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      annual benefit that could be provided by the Participant’s Deferral Credit
      Account, if such Deferral Credit Account were converted to a benefit
      payable at age 62 in the same form as the Supplemental Retirement Benefit,
      using the same actuarial assumptions as are provided under Section
      1.1.

              


      

       

      The
amount of Other Retirement Benefits shall be determined by an actuary selected
by the Company, with such determination to be made without regard to whether the
Participant is receiving payment of such benefits on the Determination
Date.  To the extent the Participant receives a payment of Other
Retirement Benefits described in 1.25(d) or (e) prior to the date the
Supplemental Retirement Benefit is determined pursuant to this Plan, the total
of such Other Retirement Benefits shall be determined by including and assuming
that such amounts earned interest at a variable rate equal to the one-year
United States Treasury bill rate as reported in the New York edition of The Wall Street Journal on
the Determination Date from the date received to the date Other Retirement
Benefits are calculated for purposes of this Plan.

       

      
        	
                1.26

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

              


      

       

      
        	
                1.27

              	
                “Plan”
      means the NBT Bancorp Inc. Supplemental Executive Retirement Plan, as
      herein set forth, and as it may hereafter be amended from time to
      time.

              


      

       

      
        	
                1.28

              	
                “Plan
      Limitation Provisions” means provisions of the Basic 401(k)/ESOP and the
      Basic Retirement Plan that reduce or restrict an Employee’s
      employer-provided benefits under the Basic Retirement Plan and employer
      matching contributions to the Basic 401(k)/ESOP (including Article IX and
      the last sentence of Section 1.12 of the Basic Retirement Plan and the
      next to last paragraph of Section 1.14, the third paragraph of Section
      1.33 and Sections 4.5, 4.7 and 4.9 of the Basic 401(k)/ESOP, or the
      corresponding provisions of any amendment to such Plans) in order to
      satisfy the limitations imposed by one or more of the
      following:  (i) Section 401(a)(17) of the Code, (ii) Section
      401(k)(3) of the Code, (iii) Section 401(m) of the Code, or (iv) Section
      415 of the Code.

              


      

       

      
        	
                1.29

              	
                “Plan
      Year” means the period from the Effective Date through December 31, 2001
      and each calendar year thereafter within which the Plan is in
      effect.

              


      

       

      
        	
                1.30

              	
                “Present
      Value” means the present value of a benefit determined on the basis of the
      actuarial assumptions specified in Section
1.1

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                1.31

              	
                “Social
      Security Benefit” means the Participant’s actual social security benefit
      at his or her Social Security Retirement
Age.

              


      

       

      
        	
                1.32

              	
                “Social
      Security Retirement Age” shall have the same meaning the term “Social
      Security Retirement Age” has under Section 2.58 of Appendix A to the Basic
      Retirement Plan.

              


      

       

      
        	
                1.33

              	
                “Retirement
      Income Benefit” means the deferred compensation retirement income benefit
      determined pursuant to Article 4.

              


      

       

      
        	
                1.34

              	
                “Supplemental
      Retirement Benefit” means the deferred compensation retirement benefit
      determined pursuant to Article 6.

              


      

       

      
        	
                1.35

              	
                “Supplemental
      Surviving Spouse Benefit” means the survivor death benefit payable to a
      Participant’s surviving spouse, pursuant to the provisions of Sections 8.1
      through 8.3.

              


      

       

      
        	
                1.36

              	
                “Year
      of Service” means a calendar year in which the Participant completes not
      less than 1,000 Hours of Service (as defined in Section 1.25 of the Basic
      Retirement Plan) with an Employer.

              


      

       

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

       

      ARTICLE
2

       

      ELIGIBILITY AND
PARTICIPATION

       

       

      
        	
                2.1

              	
                Plan
      eligibility is limited to a select group of management or highly
      compensated Employees, as designated in writing by the Board, who
      participate in the Basic Retirement Plan, the Basic 401(k)/ESOP or both
      such plans.

              


      

       

      From time
to time, the Company may designate one or more Employees who participate in the
Basic Retirement Plan, the Basic 401(k)/ESOP or both such plans as participants
in the Plan, from the class of Employees participating in the Basic Retirement
Plan, the Basic 401(k)/ESOP or both such plans who are members of a select group
of management Employees or are highly compensated Employees.  Newly
eligible Employees shall participate as of the date specified by the
Board.

       

      
        	
                2.2

              	
                The
      Company may, from time to time, remove any Participant from participation
      in the Plan; provided, however,
      that, subject to Section 12.4, such removal will not reduce the amount of
      Retirement Income Benefit and 401(k)/ESOP Benefit credited to the
      Participant under the Plan, as determined as of the date of such
      Participant’s removal.  A Participant so removed shall remain a
      Participant until all benefits are distributed in accordance with the
      provisions of the Plan.

              


      

       

      
        	
                2.3

              	
                The
      Committee may provide each eligible Employee with appropriate forms in
      connection with participation in the
Plan.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      ARTICLE
3

       

      RETIREMENT
DATE

       

       

      
        	
                3.1

              	
                A
      Participant’s Retirement Date shall be his or her date of actual
      retirement, which may be his or her Normal, Early, Disability or Postponed
      Retirement Date, whichever is applicable pursuant to the following
      sections of this Article 3.

              


      

       

      
        	
                3.2

              	
                A
      Participant’s Normal Retirement Age shall be the 65th anniversary of his
      or her birth.  Such Participant’s Normal Retirement Date shall
      be the date coinciding with Normal Retirement Date under the Basic
      Retirement Plan.

              


      

       

      
        	
                3.3

              	
                A
      Participant may retire on an Early Retirement Date, which shall be the
      date coinciding with the initial distribution of an early retirement
      benefit under the Basic Retirement
Plan.

              


      

       

      
        	
                3.4

              	
                A
      Participant may retire on a Disability Retirement Date, which shall be the
      date coinciding with the initial distribution of a disability retirement
      benefit under the Basic Retirement
Plan.

              


      

       

      
        	
                3.5

              	
                If
      a Participant continues in the employment of the Employer beyond Normal
      Retirement Date, the date coinciding with postponed retirement under the
      Basic Retirement Plan shall be the Participant’s Postponed Retirement
      Date.

              


      

       

      ARTICLE
4

       

      RETIREMENT INCOME
BENEFIT

       

       

      
        	
                4.1

              	
                The
      Retirement Income Benefit payable to an eligible Participant in the form
      of a life annuity with five years certain commencing on his or her Normal,
      Early, Disability or Postponed Retirement Date, as the case may be, shall
      be equal to the excess, if any, of the amount specified in (a) over the
      amount specified in (b), as stated
below:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      monthly amount of Basic Retirement Plan retirement income payable upon
      Normal, Early or Postponed Retirement Date, as the case may be, to which
      the Participant would have been entitled under the Basic Retirement Plan,
      if such benefit were calculated under the Basic Retirement Plan without
      giving effect to the limitations and restrictions imposed by the
      application of Plan Limitation Provisions and any other provisions of the
      Basic Retirement Plan that are necessary to comply with Code Sections
      401(a)(17) and 415, or any successor provisions
  thereto;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      sum of (i) the monthly amount of Basic Retirement Plan retirement income
      payable upon Normal, Early or Postponed Retirement Date, as the case may
      be, actually payable to the Participant under the Basic Retirement Plan,
      after the limitations and restrictions imposed by the application of the
      Plan Limitation Provisions and any other provisions of the Basic
      Retirement Plan that are necessary to comply with Code Sections 401(a)(17)
      and 415, or any successor provisions thereto, plus (ii) the monthly amount
      of retirement income that is the actuarial equivalent (determined in
      accordance with the Basic Retirement Plan) of any supplemental retirement
      benefit payable to the Participant by any Employer upon Normal, Early or
      Postponed Retirement Date, as the case may be, pursuant to any
      Supplemental Retirement Agreement with the
  Participant.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                4.2

              	
                With
      respect to eligible Participants who terminate their employment other than
      on a Retirement Date specified in Article 3, the vested Retirement Income
      Benefit payable in the form of a life annuity with five years certain,
      commencing on the date the Participant is eligible for a vested retirement
      benefit under the Basic Retirement Plan, shall be equal to the excess, if
      any, of the amount specified in (a) over the amount specified in (b), as
      stated below:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      monthly amount of Basic Retirement Plan vested retirement income payable
      upon termination of service to which the Participant would have been
      entitled under the Basic Retirement Plan, if such benefit were calculated
      under the Basic Retirement Plan without giving effect to the limitations
      and restrictions imposed by the application of the Plan Limitation
      Provisions and any other provisions of the Basic Retirement Plan that are
      necessary to comply with Code Sections 401(a)(17) and 415, or any
      successor provisions thereto;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      sum of (i) the monthly amount of Basic Retirement Plan vested retirement
      income payable upon termination of service actually payable to the
      Participant under the Basic Retirement Plan, after the limitations and
      restrictions imposed by the application of the Plan Limitation Provisions
      and any other provisions of the Basic Retirement Plan that are necessary
      to comply with Code Sections 401(a)(17) and 415, or any successor
      provisions thereto, plus (ii) the monthly amount of retirement income that
      is the actuarial equivalent (determined in accordance with the Basic
      Retirement Plan) of any supplemental retirement benefit payable to the
      Participant by any Employer following such termination of service pursuant
      to any Supplemental Retirement Agreement with the
    Participant.

              


      

       

      ARTICLE
5

       

      SUPPLEMENTAL
401(k)/ESOP

      BENEFIT AND DEFERRAL CREDIT
ACCOUNTS

       

       

      
        	
                5.1

              	
                The
      401(k)/ESOP Benefit under the Plan shall equal the discretionary and
      matching contributions or other Employer-provided benefit to the extent
      provided for under the Basic 401(k)/ESOP (disregarding the limitations and
      restrictions imposed by the application of the Plan Limitation Provisions
      and any other provisions of the Basic 401(k)/ESOP that are necessary to
      comply with Code Sections 401(a)(17), 401(k)(3), 401(m), and 415, or any
      successor provisions thereto) for plan years of the Basic 401(k)/ESOP
      ending after the Effective Date, less any such amount actually contributed
      by the Employer to the Basic 401(k)/ESOP for such plan years (to the
      extent permitted by the terms thereof, taking into account the limitations
      and restrictions imposed by the application of the Plan Limitation
      Provisions and any other provisions of the Basic 401(k)/ESOP that are
      necessary to comply with Code Sections 401(a)(17), 401(k)(3), 401(m), and
      415, or any successor provisions thereto), adjusted for income, gains and
      losses based on deemed investments, pursuant to Section 5.4
      below.  For purposes of this Section 5.1, it shall be assumed
      that the Participant has made Basic 401(k)/ESOP contributions, on a
      before-tax or after-tax basis, as are necessary to qualify for the maximum
      Employer provided benefit available under the Basic 401(k)/ESOP to
      similarly situated Basic 401(k)/ESOP Participants who are not affected by
      such restrictions and
limitations.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                5.2

              	
                The
      401(k)/ESOP Benefit under the Plan shall be accounted for by the Employer
      under a Deferral Credit Account, maintained in the name of the Employer,
      on behalf of each Participant.

              


      

       

      
        	
                5.3

              	
                Each
      Deferral Credit Account maintained by the Employer shall be credited with
      units on behalf of each Participant, as appropriate in accordance with the
      401(k)/ESOP Benefit, as soon as administratively practicable, but in no
      event later than March 15 of the Plan Year following the Plan Year in
      which Basic 401(k)/ESOP contributions on behalf of the Participant were
      limited or restricted.

              


      

       

      
        	
                5.4

              	
                The
      401(k)/ESOP Benefit credited annually to each Participant’s Deferral
      Credit Account under the Plan shall be deemed to be invested on a time
      weighted basis, based upon the crediting of the Deferral Credit Account
      under Section 5.3 above, as if such amounts had been invested in the same
      manner as the investment of the corresponding amounts pursuant to the
      Basic 401(k)/ESOP, and such Account shall be credited with income and
      gains, and charged with losses, as if such investments had actually been
      made.

              


      

       

      ARTICLE
6

       

      SUPPLEMENTAL RETIREMENT
BENEFIT

       

       

      
        	
                6.1

              	
                If
      an eligible Participant shall remain employed by the Employer until
      reaching his or her 62nd birthday, serving as a Full-Time Employee until
      such date, and subject to the other terms and conditions of this Plan, the
      Company shall pay such Participant an annual “Supplemental Retirement
      Benefit” determined as follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      Participant shall be entitled to a Supplemental Retirement Benefit on and
      after his or her 62nd birthday but before his or her Social Security
      Retirement Age in an amount equal to the excess, if any, of (1) 50 percent
      of the Participant’s Final Average Compensation, over (2) the
      Participant’s Other Retirement Benefits, determined as of the
      Determination Date.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                the
      Participant shall be entitled to a Supplemental Retirement Benefit on and
      after his or her Social Security Retirement Age in an amount equal to the
      excess, if any, of (1) 50 percent of the Participant’s Final Average
      Compensation, over (2) the sum of (aa) the Participant’s Other Retirement
      Benefits, determined as of the Determination Date, plus (bb) the
      Participant’s Social Security
Benefit.

              


      

       

      
        	
                6.2

              	
                If
      an eligible Participant shall remain employed by the Employer until
      reaching his or her 60th birthday, serving as a Full-Time Employee until
      such date and he or she continues to serve as a Full-Time Employee until
      the date of his or her retirement, and he or she retires then or
      thereafter but before reaching his or her 62nd birthday, and subject to
      the other terms and conditions of this Plan, the Company shall pay such
      Participant after the date of his or her retirement, pursuant to Section
      7.4(b), or to his or her spouse or other Beneficiary, pursuant and subject
      to Section 8.6(c) if he or she has died before his or her 62nd birthday, a
      reduced early Supplemental Retirement Benefit calculated in accordance
      with the following schedule:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                if
      the date of the Participant’s retirement shall be on or after his or her
      60th birthday but before his or her 61st birthday, the Company shall pay
      such Participant 60% of the Supplemental Retirement Benefit calculated in
      accordance with Section 6.1; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      the date of the Participant’s retirement shall be on or after his or her
      61st birthday but before his or her 62nd birthday, the Company shall pay
      such Participant 70% of the Supplemental Retirement Benefit so
      calculated.

              


      

       

      ARTICLE
7

      


      MODES OF BENEFIT PAYMENT
AND

      VESTING OF
BENEFITS

       

      
        	
                7.1

              	
                Except
      as otherwise provided in the following paragraph, any Retirement Income
      Benefit and 401(k)/ESOP Benefit payable under the Plan to a Participant,
      beneficiary, joint or contingent annuitant or eligible child, shall be
      payable in the modes provided by, and subject to the provisions of, the
      Basic Retirement Plan and Basic 401(k)/ESOP, respectively, as the case may
      be.  Any Retirement Income Benefit paid from the Plan in a form
      other than a life annuity shall be the actuarial equivalent of a life
      annuity, utilizing the actuarial equivalent factors set forth in the Basic
      Retirement Plan and applied to obtain the optional mode of payment
      thereunder.

              


      

       

      The
Committee, in its sole discretion and consistent with the best interests of the
Employer may distribute any Retirement Income Benefit and 401(k)/ESOP Benefit
payable under the Plan to a Participant, beneficiary, joint or contingent
annuitant, or eligible child, as a single lump sum benefit, using, in the case
of a Retirement Income Benefit, the actuarial equivalent factors set forth in
the Basic Retirement Plan for lump-sum cashouts.  In exercising its
discretion hereunder, the Committee shall not be bound by any request by a
Participant, beneficiary, joint or contingent annuitant, or eligible child, to
receive any Retirement Income Benefit and 401(k)/ESOP Benefit payable under the
Plan as a single lump-sum benefit.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                7.2

              	
                Except
      with respect to receipt of a lump sum benefit under Section 7.1, any
      elections for an optional mode of benefit payment made by a Participant
      under the Basic Retirement Plan and the Basic 401(k)/ESOP, shall also be
      effective with respect to any Retirement Income Benefit and 401(k)/ESOP
      Benefit, as the case may be, payable under the Plan to a Participant,
      beneficiary, joint or contingent annuitant, or eligible
    child.

              


      

       

      
        	
                7.3

              	
                Except
      with respect to receipt of a lump sum benefit under Section 7.1, payment
      of any Retirement Income Benefit and 401(k)/ESOP Benefit under the Plan
      shall commence on the same date as payment of a Basic Retirement Plan and
      401(k)/ESOP Plan distribution payable to a Participant or beneficiary, and
      shall terminate on the date of last payment of Basic Retirement Plan and
      401(k)/ESOP Plan distribution, as the case may
  be.

              


      

       

      
        	
                7.4

              	
                The
      Supplemental Retirement Benefit shall be
paid:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                except
      as provided in Section 7.4(b) (early retirement) and Section 8.6 (death),
      commencing on the first day of the month following the later of the
      Participant’s retirement or his or her attainment of age 62;
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                commencing
      on the first day of the month following the Participant’s Determination
      Date in connection with early retirement after reaching age 60 and prior
      to the date of his or her 62nd
birthday.

              


      

       

      
        	
                7.5

              	
                The
      Supplemental Retirement Benefit shall be paid in the form specified
      below:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Supplemental Retirement Benefit shall be paid as a straight life annuity,
      payable in monthly installments, for the Participant’s life; provided, however, that
      if the Participant has no surviving spouse and dies before having received
      60 monthly payments, such monthly payments shall be continued to his or
      her Beneficiary until the total number of monthly payments to the
      Participant and his or her Beneficiary equal 60, whereupon all payments
      shall cease and the Company’s obligation to pay the Supplemental
      Retirement Benefit under shall be deemed to have been fully
      discharged.  If the Participant and his or her Beneficiary shall
      die before having received a total of 60 monthly payments, an amount equal
      to the Actuarial Equivalent of the balance of such monthly payments shall
      be paid in a single sum to the estate of the survivor of the Participant
      and his or her Beneficiary.  If Supplemental Retirement Benefits
      are payable in the form described in this Section 7.5(a), the Participant
      shall designate in writing, as his or her Beneficiary, any person or
      persons, primarily, contingently or successively, to whom the Company
      shall pay benefits following the Participant’s death if the Participant’s
      death occurs before 60 monthly payments have been
  made.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Notwithstanding
      the form of payment described in Section 7.5(a), if the Participant is
      married on the date payment of the Supplemental Retirement Benefit
      commences, the benefit shall be paid as a 50% joint and survivor annuity
      with the Participant’s spouse as the Beneficiary.  The 50% joint
      and survivor annuity shall be the Actuarial Equivalent of the benefit
      described in Section 7.5(a).  If the Supplemental Retirement
      Benefit is payable pursuant to this Section 7.5(a), but the Participant’s
      spouse fails to survive him or her, no payments of the Supplement
      Retirement Benefit will be made following the Participant’s
      death.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Notwithstanding
      the foregoing provisions of this Section 7.5, the Company, in its sole
      discretion, may accelerate the payment of all or any portion of the
      Supplemental Retirement Benefit or the reduced early Supplemental
      Retirement Benefit at any time.  Any payment accelerated in
      accordance with this Section 7.5(c) shall be the Actuarial Equivalent of
      the payment being accelerated.

              


      

       

      
        	
                7.6

              	
                Subject
      to Section 12.4, each Participant shall have a 100 percent vested and
      non-forfeitable right to benefits under the
  Plan.

              


      

       

      ARTICLE
8

       

      DEATH
BENEFITS

       

       

      
        	
                8.1

              	
                Upon
      the death of:  (i) a Participant who has not terminated from
      employment before Retirement Date as defined in Section 3.1, or (ii) a
      Participant who retires on a Retirement Date as defined in Section 3.1 and
      dies before the complete distribution of Basic Retirement Plan Benefit and
      Basic 401(k)/ESOP Benefit, as the case may be, benefits shall be payable
      as set forth in Sections 8.2, 8.3 and
8.4.

              


      

       

      
        	
                8.2

              	
                With
      respect to any Retirement Income Benefit, if a Basic Retirement Plan
      pre-retirement survivor annuity or post retirement survivor annuity, as
      the case may be, is payable to a Participant’s surviving spouse or
      eligible children, if applicable, a supplemental pre-retirement survivor
      annuity or post retirement survivor annuity, as the case may be, shall be
      payable to the surviving spouse or eligible children, if applicable, under
      the Plan.  The monthly amount of the Supplemental Surviving
      Spouse Benefit pre-retirement survivor annuity or post retirement survivor
      annuity, as the case may be, payable to a surviving spouse or eligible
      children, if applicable, shall be equal to the excess, if any, of the
      amount specified in (a) over the amount specified in (b), as stated
      below:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      monthly amount of Basic Retirement Plan pre-retirement survivor annuity or
      post retirement survivor annuity, as the case may be, to which the
      surviving spouse or eligible children, if applicable, would have been
      entitled under the Basic Retirement Plan, if such benefit were calculated
      under the Basic Retirement Plan without giving effect to the limitations
      and restrictions imposed by the Plan Limitation Provisions and any other
      provisions of the Basic Retirement Plan that are necessary to comply with
      Code Sections 401(a)(17) and 415, or any successor provisions
      thereto;

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                (i)  the
      monthly amount of Basic Retirement Plan pre-retirement survivor annuity or
      post retirement survivor annuity, as the case may be, actually payable to
      the surviving spouse or eligible children, if applicable, under the Basic
      Retirement Plan, after the limitations imposed by the application of Plan
      Limitation Provisions and any other provisions of the Basic Retirement
      Plan that are necessary to comply with Code Sections 401(a)(17) and 415,
      or any successor provisions thereto plus (ii) the monthly amount that is
      the actuarial equivalent (determined in accordance with the Basic
      Retirement Plan) of any supplemental retirement benefit payable to the
      surviving spouse or eligible children, if applicable, by any Employer
      following the Participant’s death pursuant to any Supplemental Retirement
      Agreement with the Participant.

              


      

       

      
        	
                8.3

              	
                The
      Retirement Income Benefit supplemental pre-retirement survivor annuity or
      post retirement survivor annuity shall be payable over the lifetime of the
      surviving spouse, or to eligible children to the extent provided in the
      Basic Retirement Plan, in monthly installments commencing on the same date
      as payment of the Basic Retirement Plan pre-retirement survivor annuity or
      post retirement survivor annuity, as the case may be, and shall terminate
      on the date of the last payment of the Basic Retirement Plan
      pre-retirement survivor annuity or post retirement survivor annuity, as
      the case may be.

              


      

       

      
        	
                8.4

              	
                With
      respect to any 401(k)/ESOP Benefit, all amounts credited to the
      Participant’s Deferral Credit Account shall be payable in a single lump
      sum to the Participant’s surviving spouse, if any, as a Supplemental
      Surviving Spouse Benefit, unless an optional mode has been elected
      pursuant to Article 7.

              


      

       

      
        	
                8.5

              	
                Upon
      the death of a Participant under the circumstances set forth in clauses
      (i) and (ii) of Section 8.1, if no Basic Retirement Plan Surviving Spouse
      Benefit, or Basic 401(k)/ESOP Surviving Spouse Benefit, as the case may
      be, is payable, (a) no further Retirement Income Benefit shall be payable,
      unless an optional mode has been elected pursuant to Article 7, and (b)
      all amounts credited to the Participant’s Deferral Credit Account shall be
      payable to the Participant’s designated beneficiary in a single lump sum,
      unless an optional mode has been elected pursuant to Article
      7.

              


      

       

      
        	
                8.6

              	
                The
      following provisions shall apply with respect to payment of the
      Supplemental Retirement Benefit after the death of a
      Participant:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Except
      as provided in Section 8.6(b), if a Participant shall die before his or
      her 62nd birthday, no Supplemental Retirement Benefit shall be
      payable.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      a Participant shall die on or after his or her 60th birthday, after he or
      she has retired but before payment of any Supplemental Retirement Benefit
      has commenced, the Participant’s surviving spouse, if any, shall be paid
      as a straight life annuity 50 percent of the Supplemental Retirement
      Benefit for her life commencing within 30 days following the Participant’s
      death.  Such payments shall be made in monthly installments,
      subject to the right of the Company to accelerate payment at any time in
      accordance with Section 7.5(c).  However, if such Participant is
      not married at the time of his or her death, the Company shall pay to the
      Participant’s Beneficiary a lump sum benefit equal to 50 percent of the
      Present Value of the Participant’s Supplemental Retirement
      Benefit.

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Except
      as provided in Section 8.6(b), no Supplemental Retirement Benefit shall be
      payable if the Participant dies before payment of any Supplement
      Retirement Benefit has begun without having a spouse who survives him or
      her.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                If
      a Participant dies after payment of a Supplemental Retirement Benefit has
      commenced, the amount, if any, of the Supplemental Retirement Benefit
      payable to the Participant’s surviving spouse or other Beneficiary shall
      be determined pursuant to the applicable provisions of Section
      7.5.

              


      

       

      ARTICLE
9

       

      UNFUNDED
PLAN

       

       

      
        	
                9.1

              	
                The
      Plan shall be administered as an unfunded plan and is not intended to meet
      the qualification requirements of Sections 401(a) and 401(k) of the
      Code.  No Participant or beneficiary shall be entitled to
      receive any payment or benefits under the Plan from the qualified trust
      maintained in connection with the Basic Retirement Plan and Basic
      401(k)/ESOP.

              


      

       

      
        	
                9.2

              	
                The
      Employer shall have the right to establish a reserve, establish a grantor
      trust or make any investment for the purposes of satisfying its obligation
      hereunder for payment of benefits, including, but not limited to,
      investments in one or more registered investment companies under the
      Investment Company Act of 1940, as amended, to the extent permitted by
      applicable banking or other law; provided, however, that
      no Participant or beneficiary shall have any interest in such investment,
      trust, or reserve.

              


      

       

      
        	
                9.3

              	
                To
      the extent that any Participant or beneficiary acquires a right to receive
      benefits under the Plan, such rights shall be no greater than those rights
      which guarantee to the Participant or beneficiary the strongest claim to
      such benefits, without resulting in the Participant’s or beneficiary’s
      constructive receipt of such
benefits.

              


      

       

      
        	
                9.4

              	
                With
      respect to any 401(k)/ESOP Benefit, 100% of the Participant’s Deferral
      Credit Account shall be deemed to be invested as provided in Section 5.4
      above.  A Participant’s Deferral Credit Account may not be
      encumbered or assigned by a Participant or any
  beneficiary.

              


      

       

      
        	
                9.5

              	
                A
      Participant or beneficiary with a Retirement Income Benefit, the
      401(k)/ESOP Benefit or both such Benefits under the Plan shall be an
      unsecured creditor of the Employer as to any benefit payable under the
      Plan.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                9.6

              	
                Not
      later than the closing of any transaction that would constitute a Change
      of Control, the Employer shall transfer to an independent corporate
      trustee of a grantor trust within the meaning of section 671 of the Code
      that satisfies the applicable requirements of Revenue Procedure 92-64 or
      any successor thereto an amount sufficient to cover all potential
      liabilities under this Plan.

              


      

       

      ARTICLE
10

       

      ADMINISTRATION

       

       

      
        	
                10.1

              	
                Except
      for the functions reserved to the Company or the Board, the administration
      of the Plan shall be the responsibility of the Committee.  The
      Committee shall consist of three or more persons designated by the
      Company.  Members of the Committee shall serve for such terms as
      the Company shall determine and until their successors are designated and
      qualified.  Any member of the Committee may resign upon at least
      60 days written notice to the Company, or may be removed from office by
      the Company at any time, with or without
notice.

              


      

       

      
        	
                10.2

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

              


      

       

      
        	
                10.3

              	
                The
      Committee shall have the power and the duty to take all actions and to
      make all decisions necessary or proper to carry out the
      Plan.  The determination of the Committee as to any question
      involving the Plan shall be final, conclusive and binding.  Any
      discretionary actions to be taken under the Plan by the Committee shall be
      uniform in their nature and applicable to all persons similarly
      situated.  Without limiting the generality of the foregoing, the
      Committee shall have the following powers and
  duties:

              


      

       

      
        	
              	
                (a)

              	
                the
      duty to furnish to all Participants, upon request, copies of the
      Plan;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      power to require any person to furnish such information as it may request
      for the purpose of the proper administration of the Plan as a condition to
      receiving any benefits under the
Plan;

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                the
      power to make and enforce such rules and regulations and prescribe the use
      of such forms as it shall deem necessary for the efficient administration
      of the Plan;

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

      
        	
                 
      

              	
                (e)

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

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      power to determine the amount of benefits which shall be payable to any
      person in accordance with the provisions of the Plan and to provide a full
      and fair review to any Participant whose claim for benefits has been
      denied in whole or in part;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      power to designate a person who may or may not be a member of the
      Committee as Plan “Administrator” for purposes of the Employee Retirement
      Income Security Act of 1974 (ERISA); if the Committee does not so
      designate an Administrator, the Committee shall be the Plan
      Administrator;

              


      

       

      
        	
                 
      

              	
                (h)

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

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      power to designate persons other than Committee members to carry out any
      duty or power which would otherwise be a responsibility of the Committee
      or Administrator, under the terms of the
Plan.

              


      

       

      
        	
                10.4

              	
                To
      the extent permitted by law, the Committee and any person to whom it may
      delegate any duty or power in connection with administering the Plan, the
      Company, any Employer, and the officers and directors thereof, shall be
      entitled to rely conclusively upon, and shall be fully protected in any
      action taken or suffered by them in good faith in the reliance upon, any
      actuary, counsel, accountant, other specialist, or other person selected
      by the Committee, or in reliance upon any tables, valuations,
      certificates, opinions or reports which shall be furnished by any of
      them.  Further, to the extent permitted by law, no member of the
      Committee, nor the Company, any Employer, nor the officers or directors
      thereof, shall be liable for any neglect, omission or wrongdoing of any
      other members of the Committee, agent, officer or employee of the Company
      or any Employer.  Any person claiming benefits under the Plan
      shall look solely to the Employer for
redress.

              


      

       

      
        	
                10.5

              	
                All
      expenses incurred before the termination of the Plan that shall arise in
      connection with the administration of the Plan (including, but not limited
      to administrative expenses, proper charges and disbursements, compensation
      and other expenses and charges of any actuary, counsel, accountant,
      specialist, or other person who shall be employed by the Committee in
      connection with the administration of the Plan), shall be paid by the
      Employer.

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      ARTICLE
11

       

      AMENDMENT OR
TERMINATION

       

       

      
        	
                11.1

              	
                The
      Board shall have the power to suspend or terminate the Plan in whole or in
      part at any time, and from time to time to extend, modify, amend or revise
      the Plan in such respects as the Board, by resolution, may deem advisable;
      provided,
      however, that no such extension, modification, amendment, revision, or
      termination shall deprive a Participant or any beneficiary of any benefit
      accrued under the Plan.

              


      

       

      
        	
                11.2

              	
                In
      the event of a termination or partial termination of the Plan, the rights
      of all affected parties, if any, to benefits accrued to the date of such
      termination or partial termination, shall become nonforfeitable to the
      same extent that such rights would be nonforfeitable if such benefits were
      provided under the Basic Retirement Plan or the Basic 401(k)/ESOP and such
      plans were terminated on such date.

              


      

       

      
        	
                11.3

              	
                No
      amendment of the Plan shall reduce the vested and accrued benefits, if
      any, of a Participant under this Plan, except to the extent that such a
      reduction would be permitted if such benefits were provided under the
      Basic Retirement Plan or the Basic
401(k)/ESOP.

              


      

       

      
        	
                11.4

              	
                In
      the event of the termination or partial termination of the
      Plan:  (a) the Company shall pay in one lump sum to affected
      Participants or their beneficiaries the 401(k)/ESOP Benefit, if any, to
      which they are entitled, as if such Participants’ termination of service
      had occurred on the date the Plan is terminated, and (b) the Retirement
      Income Benefit and Supplemental Retirement Benefit, if any, to which they
      are entitled shall continue to be
payable.

              


      

       

      ARTICLE
12

       

      GENERAL
PROVISIONS

       

       

      
        	
                12.1

              	
                The
      Plan shall not be deemed to constitute an employment contract between the
      Employer and any Employee or other person, whether or not in the employ of
      the Employer, nor shall anything herein contained be deemed to give any
      Employee or other person, whether or not in the employ of the Employer,
      any right to be retained in the employ of the Employer, or to interfere
      with the right of the Employer to discharge any Employee at any time and
      to treat such Employee without any regard to the effect which such
      treatment might have upon such Employee as a Participant of the
      Plan.

              


      

       

      
        	
                12.2

              	
                Except
      as provided in Section 12.4, or as may otherwise be required by law, no
      distribution or payment under the Plan to any Participant or beneficiary
      shall be subject in any manner to anticipation, alienation, sale,
      transfer, assignment, pledge, encumbrance or charge, whether voluntary or
      involuntary, and any attempt to so anticipate, alienate, sell, transfer,
      assign, pledge, encumber or charge the same shall be void; nor shall any
      such distribution or payment be in any way liable for or subject to the
      debts, contracts, liabilities, engagements or torts of any person entitled
      to such distribution or payment.  If any Participant or
      beneficiary is adjudicated bankrupt or purports to anticipate, alienate,
      sell, transfer, assign, pledge, encumber or charge any such distribution
      or payment, voluntarily or involuntarily, the Committee, in its sole
      discretion, may cancel such distribution or payment or may hold or cause
      to be held or applied such distribution or payment, or any part thereof,
      to or for the benefit of such Participant or beneficiary, in such manner
      as the Committee shall direct.

              


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                12.3

              	
                If
      the Employer determines that any person entitled to payments under the
      Plan is incompetent by reason of physical or mental disability, it may
      cause all payments thereafter becoming due to such person to be made to
      any other person for his or her benefit, without responsibility to follow
      application of amounts so paid.  Payments made pursuant to this
      provision shall completely discharge the Plan, the Employer and the
      Committee.

              


      

       

      
        	
                12.4

              	
                Notwithstanding
      any other provision of this Plan:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                if
      the Employer determines that Cause exists for the termination of the
      Participant’s employment, the Participant and his or her spouse and
      beneficiaries shall forfeit all rights to any payments under this
      Plan;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      a Participant separates from service before having completed five Years of
      Service with any Employer, no Supplemental Retirement Benefit shall be
      payable hereunder;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                no
      amounts shall be payable hereunder to the Participant and his or her
      spouse and beneficiaries:

              


      

       

      (i)          
following any breach by the Participant of any provision of any
employment or other written agreement with the Company, the Bank or any other
Employer with respect to confidentiality, non-competition, non-interference
with, or non-solicitation of, employees, customers, suppliers or agents or
similar matters, provided that no Change in
Control shall have occurred before such breach;

       

      (ii)          
if, without the prior written consent of the Company, the Participant
discloses or divulges to any third party, except as may be required by his or
her duties, by law, regulation, or order of a court or government authority, or
as directed by the Company, or uses to the detriment of the Company or its
affiliates or in any business or on behalf of any business competitive with or
substantially similar to any business of the Company or the Bank or their
affiliates, any Confidential Information obtained during the course of his or
her employment by the Company, the Bank or any affiliate of any of either of
them, provided that
this Section 12.4(c)(ii) shall not be construed as restricting the Participant
from disclosing such information to the employees of the Company or the Bank or
their affiliates;

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (iii)          
if while the Participant is employed by the Company, the Bank, any
Employer or any affiliate of any of them or within two years after any
termination of such employment other than in anticipation of or following a
Change in Control, the Participant (A) interferes with the relationship of the
Company, the Bank or their affiliates with any of their employees, suppliers,
agents, or representatives (including, without limitation, causing or helping
another business to hire any employee of the Company, the Bank or their
affiliates), or (B) directly or indirectly diverts or attempts to divert from
the Company, the Bank or their affiliates any business in which any of them has
been actively engaged during the period of such employment, or interferes with
the relationship of the Company, the Bank or their affiliates with any of their
customers or prospective customers, provided, that this Section
12.4(c)(iii) shall not, in and of itself, prohibit the Participant from engaging
in the banking, trust, or financial services business in any capacity, including
that of an owner or employee; and

       

      
        	
                 
      

              	
                (d)

              	
                if
      any particular provision of this section 12.4 shall be adjudicated to be
      invalid or unenforceable, such provision shall be deemed amended to delete
      from the portion thus adjudicated to be invalid or unenforceable, such
      deletion to apply only with respect to the operation of such provision in
      the particular jurisdiction in which such adjudication is
      made.  In addition, should any court determine that the
      provisions of this section 12.4 shall be unenforceable with respect to
      scope, duration, or geographic area, such court shall be empowered to
      substitute, to the extent enforceable, provisions similar hereto or other
      provisions so as to provide to the Company, the Bank and their affiliates,
      to the fullest extent permitted by applicable law, the benefits intended
      by this section 12.4.

              


      

       

      
        	
                12.5

              	
                The
      Employer shall be the sole source of benefits under the Plan, and each
      Employee, Participant, beneficiary, or any other person who shall claim
      the right to any payment or benefit under the Plan shall be entitled to
      look solely to the Employer for payment of
  benefits.

              


      

       

      
        	
                12.6

              	
                If
      the Employer is unable to make payment to any Participant, beneficiary, or
      any other person to whom a payment is due under the Plan, because it
      cannot ascertain the identity or whereabouts of such Participant,
      beneficiary, or other person after reasonable efforts have been made to
      identify or locate such person (including a notice of the payment so due
      mailed to the last known address of such Participant, beneficiary, or
      other person shown on the records of the Employer), such payment and all
      subsequent payments otherwise due to such Participant, beneficiary or
      other person shall be forfeited 24 months alter the date such payment
      first became due; provided, however, that
      such payment and any subsequent payments shall be reinstated,
      retroactively, no later than 60 days after the date on which the
      Participant, beneficiary, or other person shall make application
      therefor.  Neither the Company, the Committee nor any other
      person shall have any duty or obligation under the Plan to make any effort
      to locate or identify any person entitled to benefits under the Plan,
      other than to mail a notice to such person’s last known mailing
      address.

              


      


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      
        	
                12.7

              	
                If
      upon the payment of any benefits under the Plan, the Employer shall be
      required to withhold any amounts with respect to such payment by reason of
      any federal, state or local tax laws, rules or regulations, then the
      Employer shall be entitled to deduct and withhold such amounts from any
      such payments.  In any event, such person shall make available
      to the Employer, promptly when requested by the Employer, sufficient funds
      or other property to meet the requirements of such
      withholding.  Furthermore, at any time the Employer shall be
      obligated to withhold taxes, the Employer shall be entitled to take and
      authorize such steps as it may deem advisable in order to have the amounts
      required to be withheld made available to the Employer out of any funds or
      property due to become due to such person, whether under the Plan or
      otherwise.

              


      

       

      
        	
                12.8

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

              


      

       

      
        	
                12.9

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

              


      


       

      20