EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
                (PAYMENT OPTION - 15 YEAR PERIOD CERTAIN OR LIFE)

     This Executive Supplemental  Retirement Income Agreement (the "Agreement"),
effective as of the 20th day of February,  1997, formalizes the understanding by
and between PRESTIGE STATE BANK (the "Bank"), a commercial bank, and certain key
employees,  hereinafter referred to as "Executive(s)",  who shall be elected and
approved  by the  Bank to  participate  in this  Agreement  by  execution  of an
Executive Supplemental Retirement Income Joinder Agreement ("Joinder Agreement")
in a form provided by the Bank. PRESTIGE FINANCIAL CORP. (the "Holding Company")
is a party to this  Agreement  for the sole purpose of  guaranteeing  the Bank's
performance hereunder.

                             W I T N E S S E T H :

     WHEREAS, the Executives are employed by the Bank; and

     WHEREAS, the Bank recognizes the valuable services heretofore performed for
it by such Executives and wishes to encourage continued employment; and

     WHEREAS,  the Executives wish to be assured that they will be entitled to a
certain amount of additional  compensation for some definite period of time from
and after  retirement from active service with the Bank or other  termination of
employment and wish to provide their  beneficiaries with benefits from and after
death; and

     WHEREAS,  the  Bank  and the  Executives  wish to  provide  the  terms  and
conditions  upon which the Bank shall pay such  additional  compensation  to the
Executives  after  retirement or other  termination  of employment  and/or death
benefits to their beneficiaries after death; and

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     WHEREAS, the Bank and the Executives intend this Agreement to be considered
an unfunded arrangement, maintained primarily to provide supplemental retirement
income for such  Executives,  members of a select group of  management or highly
compensated  employees  of the Bank,  for tax  purposes  and for purposes of the
Employee Retirement Income Security Act of 1974, as amended; and

     WHEREAS, the Bank has adopted this Executive Supplemental Retirement Income
Master  Agreement which controls all issues relating to Supplemental  Retirement
Income Benefits as described herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the Bank and the Executive agree as follows:

                                    SECTION I

                                   DEFINITIONS

     When used herein,  the following  words and phrases shall have the meanings
below unless the context clearly indicates otherwise:

1.1  "Accrued Benefit" means that portion of the Supplemental  Retirement Income
     Benefit  which is  required  to be expensed  and  accrued  under  generally
     accepted  accounting  principles (GAAP) by any appropriate method which the
     Bank's  Board  of  Directors  may  require  in the  exercise  of  its  sole
     discretion.

1.2  "Act" means the Employee Retirement Income Security Act of 1974, as amended
     from time to time.

1.3  "Bank" means PRESTIGE STATE BANK and any successor thereto.

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1.4  "Beneficiary"  means the person or persons (and their heirs)  designated as
     Beneficiary  in the  Executive's  Joinder  Agreement  to whom the  deceased
     Executive's benefits are payable. If no Beneficiary is so designated,  then
     the Executive's Spouse, if living,  will be deemed the Beneficiary.  If the
     Executive's  Spouse is not living,  then the Children of the Executive will
     be deemed the  Beneficiaries and will take on a per stirpes basis. If there
     are no living Children, then the Estate of the Executive will be deemed the
     Beneficiary.

1.5  "Benefit Age" shall be the birthday on which the Executive becomes eligible
     to receive the maximum  Supplemental  Retirement  Income  Benefit under the
     Plan.  Such  birthday  shall  be  designated  in  the  Executive's  Joinder
     Agreement.

1.6  "Benefit  Eligibility  Date"  shall be the date on  which an  Executive  is
     entitled to receive  the maximum  Supplemental  Retirement  Income  Benefit
     available  under the Plan.  It shall be the 1st day of the month  following
     the month in which the Executive  attains the Benefit Age designated in his
     Joinder Agreement.

1.7  "Cause" means personal dishonesty, willful misconduct, willful malfeasance,
     breach of fiduciary duty involving personal profit,  intentional failure to
     perform  stated  duties,  willful  violation of any law,  rule,  regulation
     (other   than   traffic   violations   or  similar   offenses),   or  final
     cease-and-desist order, material breach of any provision of this Agreement,
     or gross negligence in matters of material importance to the Bank.

1.8  "Change in Control" of the Bank or the Holding Company shall mean:

     (1)  a Change in Control of a nature  that would be required to be reported
          in  response  to Item 1(a) of the  current  report on Form 8-K,  as in
          effect on the date  hereof,  pursuant  to  Section  13 or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act"); or

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     (2)  a Change in Control shall occur at such time as

          (i)  any "person" (as the term is used in Sections  13(d) and 14(d) of
               the  Exchange  Act)  who is not now  presently  but  becomes  the
               "beneficial  owner" (as defined in Rule 13d-3 under the  Exchange
               Act),  directly  or  indirectly,  of  securities  of the  Holding
               Company  representing Thirty Percent (30%) or more of the Holding
               Company's  outstanding   securities  except  for  any  securities
               purchased  by any  tax-qualified  employee  benefit  plan  of the
               Holding Company or the Bank; or

          (ii) individuals   who  constitute  the  Board  of  Directors  on  the
               effective  date  hereof  (the  "Incumbent  Board")  cease for any
               reason to constitute at least a majority  thereof,  provided that
               any  person  becoming a Director  subsequent  to the date  hereof
               whose election was approved by a vote of at least  three-quarters
               of  the  Directors  comprising  the  Incumbent  Board,  or  whose
               nomination for election by the Holding Company's shareholders was
               approved by the Holding Company's  Incumbent Board, shall be, for
               purposes  of this  clause  (ii),  considered  as though he were a
               member of the Incumbent Board; or

          (iii)a plan of reorganization,  merger, consolidation,  or sale of all
               or  substantially  all of the  assets of the Bank or the  Holding
               Company  occurs in which the Bank or the  Holding  Company is not
               the resulting entity; or

          (iv) a  proxy  statement  is  issued   soliciting   proxies  from  the
               stockholders  of the  Holding  Company by someone  other than the
               current  management of the Holding Company,  seeking  stockholder
               approval of a plan of reorganization, merger, or consolidation of
               the  Holding  Company  or  similar  transaction  with one or more
               corporations as a result of which the  outstanding  shares of the
               class of the Holding  Company's  securities  then  subject to the
               plan or  transaction  are exchanged for or converted into cash or
               property or securities not issued by the Holding Company; or

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          (v)  a tender  offer is made for Thirty  Percent  (30%) or more of the
               voting securities of the Company.

1.9  "Children"  means the  Executive's  children,  or the issue of any deceased
     Children,  then living at the time payments are due the Children under this
     Agreement.  The term  "Children"  shall  include  both  natural and adopted
     Children.

1.10 "Disability  Benefit"  means the monthly  benefit  payable to the Executive
     following a determination, in accordance with Subsection 3.6, that he is no
     longer  able,  properly  and  satisfactorily,  to  perform  his  duties  as
     Executive.

1.11 "Effective Date" of this Agreement shall be February 20, 1997.

1.12 "Estate" means the estate of the Executive.

1.13 "Holding Company" means Prestige Financial Corporation.

1.14 "Interest Factor" means monthly compounding or discounting,  as applicable,
     at six (6%) percent per annum.

1.15 "Payout Period" means the time frame during which certain  benefits payable
     hereunder  shall be  distributed.  Payments  shall be made in equal monthly
     installments commencing within thirty (30) days following the occurrence of
     the event which triggers distribution and continuing for the greater of (i)
     One Hundred  Eighty (180) months,  or (ii) the life of the  Executive.  For
     purposes of the Survivor's  Benefit  payable  hereunder,  the Payout Period
     shall be One Hundred Eighty (180) consecutive months.

1.16 "Plan Year" shall mean the calendar year.  However,  "Plan Year" shall mean
     February 20, 1997 through December 31, 1997 for the first Plan Year ,

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1.17 "Spouse" means the  individual to whom the Executive is legally  married at
     the time of the Executive's death.

1.18 "Supplemental  Retirement  Income  Benefit"  means an annual amount (before
     taking into  account  federal and state income  taxes),  payable in monthly
     installments  throughout the Payout  Period.  The  Supplemental  Retirement
     Income  Benefit  payable  to the  Executive  is set  forth  in the  Joinder
     Agreement.

1.19 "Survivor's  Benefit" means an annual amount payable to the  Beneficiary in
     monthly  installments  throughout  the Payout  Period,  equal to the amount
     designated in the Executive's  Joinder  Agreement and subject to Subsection
     3.2.

1.20 "Year of  Service"  shall be earned upon  completing  twelve (12) months of
     continuous service (including authorized leaves of absence) during any Plan
     Year  after  the  execution  date  of the  Executive's  Joinder  Agreement.
     However,  one "Year of Service"  shall be earned upon  completing  ten (10)
     months of  continuous  service  (including  authorized  leaves of  absence)
     during the first Plan Year.

                                   SECTION II

                          ESTABLISHMENT OF RABBI TRUST

     The Bank  intends to establish a rabbi trust into which the Bank intends to
contribute  assets  which  shall be held  therein,  subject to the claims of the
Bank's  creditors  in the event of the  Bank's  "Insolvency"  as  defined in the
agreement which establishes such rabbi trust,  until the contributed  assets are
paid to the Executives and their  Beneficiaries in such manner and at such times
as  specified  in  this  Agreement.  It is the  intention  of the  Bank  to make
contributions  to the rabbi  trust to provide the Bank with a source of funds to
assist it in meeting the liabilities of this Agreement.  The rabbi trust and any
assets held therein shall conform to the terms of the rabbi trust agreement

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which has been established in conjunction with this Agreement. To the extent the
language  in this  Agreement  is  modified  by the  language  in the rabbi trust
agreement,  the rabbi  trust  agreement  shall  supersede  this  Agreement.  Any
contributions  to the  rabbi  trust  shall  be made  during  each  Plan  Year in
accordance with the rabbi trust  agreement.  The amount of such  contribution(s)
shall be equal to the full  present  value of all  benefit  accruals  under this
Plan, if any, less: (i) previous  contributions  made on behalf of the Executive
to  the  rabbi  trust,   and  (ii)   earnings  to  date  on  all  such  previous
contributions.

                                   SECTION III

                                    BENEFITS

3.1  Retirement  Benefit.  If the  Executive  is in service  with the Bank until
     reaching  his  Benefit  Age,  the  Executive   shall  be  entitled  to  the
     Supplemental  Retirement Income Benefit. Such benefit shall commence on the
     Executive's  Benefit  Eligibility  Date and  shall be  payable  in  monthly
     installments  throughout the Payout Period. In the event the Executive dies
     at any time after attaining his Benefit Age, but prior to completion of all
     such  payments  due  and  owing  hereunder,  the  Bank  shall  pay  to  the
     Executive's  Beneficiary a continuation of the monthly installments for the
     remainder of the Payout Period.

3.2  Death Prior to Benefit Age. If the  Executive  dies prior to attaining  his
     Benefit Age but while  employed at the Bank,  the  Executive's  Beneficiary
     shall be entitled to the Survivor's  Benefit.  The Survivor's Benefit shall
     commence  within  thirty  (30) days of the  Executive's  death and shall be
     payable in monthly installments throughout the Payout Period.

3.3  Involuntary Termination Other Than for Cause. If the Executive's employment
     with the Bank is  involuntarily  terminated  prior to the attainment of his
     Benefit Age, for any reason other than for Cause,  the  Executive's  death,
     disability,  or following a Change in Control (as  defined),  the Executive
     (or his  Beneficiary)  shall be  entitled  to the  Supplemental  Retirement
     Income Benefit set forth in the Executive's

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Joinder  Agreement,  based  on the  Executive's  actual  age at  termination  of
employment.  Such  benefit  shall  commence  within  thirty  (30)  days  of such
termination and shall be payable in monthly  installments  throughout the Payout
Period.  In the event the Executive dies prior to  commencement or completion of
all such payments due and owing hereunder, the Bank shall pay to the Executive's
Beneficiary a continuation of the monthly  installments for the remainder of the
Payout Period.

3.4  Termination of Service Related to a Chance in Control.

If a Change in  Control  occurs  at the Bank,  and  thereafter  the  Executive's
employment is terminated (either  voluntarily or  involuntarily),  the Executive
shall be entitled to the Supplemental Retirement Income Benefit set forth in the
Executive's   Joinder  Agreement,   based  on  the  Executive's  actual  age  at
termination of employment.  Such benefit shall commence  within thirty (30) days
of such termination and shall be payable in monthly installments  throughout the
Payout  Period.  In  the  event  that  the  Executive  dies  at any  time  after
termination of employment,  but prior to  commencement or completion of all such
payments due and owing hereunder,  the Bank, or its successor,  shall pay to the
Executive's  Beneficiary  a  continuation  of the monthly  installments  for the
remainder of the Payout Period.

3.5  Termination  for Cause.  If the  Executive  is  terminated  for Cause,  all
     benefits under this Agreement  shall be forfeited and this Agreement  shall
     become null and void.

3.6  Disability   Benefit.   Notwithstanding  any  other  provision  hereof,  if
     requested by the  Executive  and approved by the Board of Directors  (which
     approval  shall  not be  unreasonably  withheld),  the  Executive  shall be
     entitled to receive the Disability Benefit hereunder,  in any case in which
     it is determined by a duly licensed  physician  selected by the Bank,  that
     the Executive is no longer able,  properly and  satisfactorily,  to perform
     his  regular  duties as an  Executive,  because  of ill  health,  accident,
     disability or general inability due to age. If the Executive's

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     service is  terminated  pursuant  to this  paragraph  and Board of Director
     approval  is  obtained,  the  Executive  may elect to begin  receiving  the
     Disability  Benefit in lieu of his Supplemental  Retirement Income Benefit,
     which is not available prior to the Executive's  Benefit  Eligibility Date.
     The Disability Benefit shall not begin more than thirty (30) days following
     the above-mentioned disability determination.  The Disability Benefit shall
     equal  the  Supplemental   Retirement  Income  Benefit  set  forth  in  the
     Executive's  Joinder Agreement,  based on the Executive's actual age at the
     time of approval of the Disability  Benefit by the Board of Directors.  The
     Disability Benefit shall be payable in monthly installments over the Payout
     Period commencing within thirty (30) days of the approval of the Disability
     Benefit by the Board of Directors.  In the event the Executive  dies at any
     time  after  termination  of  employment  due to  disability  but  prior to
     commencement  or  completion of all payments due and owing  hereunder,  the
     Bank shall pay to the Executive's Beneficiary a continuation of the monthly
     installments for the remainder of the Payout Period.

3.7  Voluntary   Termination  of  Employment.   If  the  Executive   voluntarily
     terminates  employment with the Bank before reaching his Benefit Age, other
     than a voluntary  termination  following a Change in Control in  accordance
     with  Section  3.4  hereof,  all  benefits  under this  Agreement  shall be
     forfeited and this Agreement shall become null and void with respect to the
     Executive.

3.8  Non-Competition During and After Employment.

     (a)  In consideration of the agreements of the Bank contained herein and of
          the payments to be made by the Bank  pursuant  hereto,  the  Executive
          hereby  agrees that,  so long as he remains  employed by the Bank,  he
          will  devote  substantially  all of his  time,  skill,  diligence  and
          attention to the business of the Bank,  and will not actively  engage,
          either directly or indirectly, in any business or other activity which
          is or may be deemed to be in any way  competitive  with or  adverse to
          the best interests of the business of the Bank.

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     (b)  The  Executive   expressly  agrees  that,  as  consideration  for  the
          covenants  of the Bank  contained  herein  and as a  condition  to the
          performance by the Bank of its obligations  hereunder,  from and after
          any  voluntary or  involuntary  termination  of service,  other than a
          termination  of service  pursuant to  Subsection  3.4, and  continuing
          throughout the entire Payout Period,  as provided herein, he will not,
          without  the prior  written  consent of the Bank,  engage  in,  become
          interested, directly or indirectly, as a sole proprietor, as a partner
          in a  partnership,  or as a substantial  shareholder in a corporation,
          nor become associated with, in the capacity of an employee,  director,
          officer,   principal,   agent,   trustee  or  in  any  other  capacity
          whatsoever,  any  enterprise  conducted  in the  trading  area  of the
          business  of the Bank  which  enterprise  is,  or may be deemed to be,
          competitive with any business carried on by the Bank as of the date of
          the termination of the Executive's employment or his retirement.

     (c)  In the event of a termination of the Executive's  service related to a
          Change in Control  pursuant to Subsection  3.4,  paragraph (b) of this
          Subsection 3.8 shall cease to be a condition to the performance by the
          Bank of its obligations under this Agreement.

3.9  Breach.  In the event of any breach by the Executive of the  agreements and
     covenants contained herein, the Board of Directors of the Bank shall direct
     that any  unpaid  balance  of any  payments  to the  Executive  under  this
     Agreement be suspended,  and shall  thereupon  notify the Executive of such
     suspensions,  in writing.  Thereupon, if the Board of Directors of the Bank
     shall  determine  that said breach by the  Executive  has  continued  for a
     period of one (1) month  following  notification  of such  suspension,  all
     rights  of the  Executive  and  his  Beneficiaries  under  this  Agreement,
     including rights to further payments hereunder, shall thereupon terminate.

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3.10 Additional   Death   Benefit  -  Burial   Expense.   In   addition  to  the
     above-described death benefits, upon the Executive's death, the Executive's
     Beneficiary  shall be entitled to receive a one-time lump sum death benefit
     in the amount of Ten Thousand  ($10,000.00)  Dollars. This benefit shall be
     provided  specifically  for the  purpose of  providing  payment  for burial
     and/or  funeral  expenses of the  Executive.  Such death  benefit  shall be
     payable within thirty (30) days of the Executive's  death.  The Executive's
     Beneficiary  shall not be  entitled  to such  benefit if the  Executive  is
     terminated for Cause prior to death.

                                   SECTION IV

                            BENEFICIARY DESIGNATION

     The Executive  shall make an initial  designation  of primary and secondary
Beneficiaries  upon execution of his Joinder  Agreement and shall have the right
to change  such  designation,  at any  subsequent  time,  by  submitting  to the
Administrator  in  substantially  the form  attached as Exhibit A to the Joinder
Agreement,  a written  designation of primary and secondary  Beneficiaries.  Any
Beneficiary  designation  made subsequent to execution of the Joinder  Agreement
shall become  effective only when receipt  thereof is acknowledged in writing by
the Administrator.

                                    SECTION V

                          EXECUTIVE'S RIGHT TO ASSETS

     The rights of the Executive, any Beneficiary,  or any other person claiming
through  the  Executive  under  this  Agreement,  shall  be  solely  those of an
unsecured general creditor of the Bank. The Executive,  the Beneficiary,  or any
other  person  claiming  through  the  Executive,  shall  only have the right to
receive from the Bank those  payments so  specified  under this  Agreement.  The
Executive agrees that he, his Beneficiary,  or any other person claiming through
him  shall  have no  rights or  interests  whatsoever  in any asset of the Bank,
including  any  insurance  policies or  contracts  which the Bank may possess or
obtain to informally fund this Agreement. Any asset used or acquired by the Bank
in connection with the liabilities it has assumed under this

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Agreement,  unless  expressly  provided  herein,  shall not be deemed to be held
under any trust for the benefit of the Executive or his Beneficiaries, nor shall
any asset be considered  security for the  performance of the obligations of the
Bank. Any such asset shall be and remain, a general, unpledged, and unrestricted
asset of the Bank.

                                   SECTION VI

                           RESTRICTIONS UPON FUNDING

     The Bank shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Agreement.  The Executive,
his Beneficiaries or any successor in interest to him shall be and remain simply
a  general  unsecured  creditor  of the Bank in the  same  manner  as any  other
creditor  having a general claim for matured and unpaid  compensation.  The Bank
reserves the absolute right in its sole  discretion to either purchase assets to
meet its  obligations  undertaken by this  Agreement or to refrain from the same
and to determine the extent, nature, and method of such asset purchases.  Should
the Bank  decide  to  purchase  assets  such as life  insurance,  mutual  funds,
disability  policies or annuities,  the Bank reserves the absolute right, in its
sole  discretion,  to terminate such assets at any time, in whole or in part. At
no time shall the Executive be deemed to have any lien, right, title or interest
in or to any  specific  investment  or to any  assets of the  Bank.  If the Bank
elects to invest in a life insurance, disability or annuity policy upon the life
of the Executive,  then the Executive shall assist the Bank by freely submitting
to a physical examination and by supplying such additional information necessary
to obtain such insurance or annuities.

                                   SECTION VII

                    ALIENABILITY AND ASSIGNMENT PROHIBITION

     Neither the Executive nor any  Beneficiary  under this Agreement shall have
any  power or right to  transfer,  assign,  anticipate,  hypothecate,  mortgage,
commute,  modify or otherwise  encumber in advance any of the  benefits  payable
hereunder, nor shall any of said benefits be

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subject to seizure for the payment of any debts, judgments,  alimony or separate
maintenance  owed by the Executive or his  Beneficiary,  nor be  transferable by
operation of law in the event of  bankruptcy,  insolvency or  otherwise.  In the
event the  Executive  or any  Beneficiary  attempts  assignment,  communication,
hypothecation,  transfer  or  disposal  of the  benefits  hereunder,  the Bank's
liabilities shall forthwith cease and terminate.

                                  SECTION VIII

                                 ACT PROVISIONS

8.1  Named  Fiduciary and  Administrator.  The Bank shall be the Named Fiduciary
     and   Administrator   (the   "Administrator")   of   this   Agreement.   As
     Administrator,  the Bank shall be responsible for the  management,  control
     and   administration   of  the  Agreement  as   established   herein.   The
     Administrator  may delegate to others certain aspects of the management and
     operational responsibilities of the Agreement,  including the employment of
     advisors and the delegation of ministerial duties to qualified individuals.

8.2  Claims  Procedure and  Arbitration.  In the event that benefits  under this
     Agreement are not paid to the Executive (or to his  Beneficiary in the case
     of the  Executive's  death) and such  claimants  feel they are  entitled to
     receive  such  benefits,   then  a  written  claim  must  be  made  to  the
     Administrator  within  sixty (60) days from the date  payments are refused.
     The Bank and its Board of Directors  shall review the written claim and, if
     the claim is denied,  in whole or in part,  they shall  provide in writing,
     within ninety (90) days of receipt of such claim,  their  specific  reasons
     for such  denial,  reference  to the  provisions  of this  Agreement or the
     Joinder  Agreement  upon  which the  denial is  based,  and any  additional
     material or information necessary to perfect the claim. Such writing by the
     Bank and its Board of Directors shall further indicate the additional steps
     which must be undertaken by claimants if an additional  review of the claim
     denial is desired.

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     If claimants desire a second review, they shall notify the Administrator in
     writing  within sixty (60) days of the first claim  denial.  Claimants  may
     review this  Agreement,  the Joinder  Agreement or any  documents  relating
     thereto  and  submit any issues and  comments,  in  writing,  they may feel
     appropriate.  In its sole discretion,  the Administrator  shall then review
     the second claim and provide a written  decision  within sixty (60) days of
     receipt of such claim.  This decision shall state the specific  reasons for
     the decision and shall  include  reference to specific  provisions  of this
     Agreement or the Joinder Agreement upon which the decision is based.

     If claimants  continue to dispute the benefit  denial based upon  completed
     performance of this Agreement and the Joinder  Agreement or the meaning and
     effect of the terms and conditions  thereof,  then claimants may submit the
     dispute to mediation,  administered by the American Arbitration Association
     ("AAA") (or a mediator  selected by the  parties)  in  accordance  with the
     AAA's  Commercial  Mediation  Rules.  If  mediation  is not  successful  in
     resolving the dispute,  it shall be settled by arbitration  administered by
     the AAA under its Commercial  Arbitration  Rules, and judgment on the award
     rendered  by  the   arbitrator(s)  may  be  entered  in  any  court  having
     jurisdiction thereof.

                                   SECTION IX

                                  MISCELLANEOUS

9.1  No Effect on Employment  Rights.  Nothing contained herein will confer upon
     the Executive the right to be retained in the service of the Bank nor limit
     the right of the Bank to  discharge or  otherwise  deal with the  Executive
     without regard to the existence of the Agreement.

9.2  State Law.  The  Agreement  is  established  under,  and will be  construed
     according to, the laws of the State of New Jersey,  to the extent such laws
     are not preempted by the Act and valid regulations published thereunder.

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9.3  Severability.  In the event that any of the provisions of this Agreement or
     portion  thereof,  are held to be  inoperative  or  invalid by any court of
     competent jurisdiction,  then: (1) insofar as is reasonable, effect will be
     given  to  the  intent   manifested  in  the  provisions  held  invalid  or
     inoperative,  and (2) the  validity  and  enforceability  of the  remaining
     provisions will not be affected thereby.

9.4  Incapacity of Recipient. In the event the Executive is declared incompetent
     and a  conservator  or other  person  legally  charged with the care of his
     person or Estate is  appointed,  any benefits  under the Agreement to which
     such  Executive  is  entitled  shall be paid to such  conservator  or other
     person legally charged with the care of his person or Estate.

9.5  Unclaimed  Benefit.  The  Executive  shall  keep the Bank  informed  of his
     current  address and the  current  address of his  Beneficiaries.  The Bank
     shall not be obligated to search for the whereabouts of any person.  If the
     location of the Executive is not made known to the Bank as of the date upon
     which any payment of any benefits  may first be made,  the Bank shall delay
     payment of the  Executive's  benefit  payment(s)  until the location of the
     Executive  is made  known to the  Bank;  however,  the Bank  shall  only be
     obligated  to hold such  benefit  payment(s)  for the  Executive  until the
     expiration of thirty-six  (36) months.  Upon  expiration of the  thirty-six
     (36) month period,  the Bank may discharge its obligation by payment to the
     Executive's Beneficiary.  If the location of the Executive's Beneficiary is
     not made known to the Bank by the end of an additional two (2) month period
     following  expiration of the  thirty-six  (36) month  period,  the Bank may
     discharge its obligation by payment to the Executive's  Estate. If there is
     no Estate in existence at such time or if such fact cannot be determined by
     the Bank, the Executive and his  Beneficiary(ies)  shall thereupon  forfeit
     any  rights to the  balance,  if any,  of any  benefits  provided  for such
     Executive and/or Beneficiary under this Agreement.

                                       15


<PAGE>


9.6  Limitations on Liability.  Notwithstanding any of the preceding  provisions
     of the Agreement, no individual acting as an employee or agent of the Bank,
     or as a member of the Board of Directors shall be personally  liable to the
     Executive  or any other  person for any claim,  loss,  liability or expense
     incurred in connection with the Agreement.

9.7  Gender.  Whenever  in this  Agreement  words are used in the  masculine  or
     neuter  gender,  they  shall be read  and  construed  as in the  masculine,
     feminine or neuter gender, whenever they should so apply.

9.8  Effect on Other Corporate  Benefit  Agreements.  Nothing  contained in this
     Agreement  shall affect the right of the Executive to  participate in or be
     covered by any qualified or non-qualified pension,  profit sharing,  group,
     bonus  or other  supplemental  compensation  or  fringe  benefit  agreement
     constituting  a  part  of  the  Bark's  existing  or  future   compensation
     structure.

9.9  Suicide.  Notwithstanding  anything to the contrary in this Agreement,  the
     benefits  otherwise provided herein shall not be payable and this Agreement
     shall become null and void if the  Executive's  death results from suicide,
     whether sane or insane,  within twenty-four (24) months after the execution
     of his Joinder Agreement.

9.10 Inurement.  This  Agreement  shall be binding  upon and shall  inure to the
     benefit of the Bank,  its successors  and assigns,  and the Executive,  his
     successors, heirs, executors, administrators, and Beneficiaries.

9.11 Tax Withholding. The Bank may withhold from any benefits payable under this
     Agreement  all federal,  state,  city,  or other taxes as shall be required
     pursuant to any law or governmental regulation then in effect.

                                       16


<PAGE>


9.12 Headings.  Headings and  sub-headings  in this  Agreement  are inserted for
     reference  and  convenience  only and  shall  not be  deemed a part of this
     Agreement.

                                    SECTION X

                              AMNDMENT/REVOCATION

     This  Agreement  shall not be amended,  modified or revoked at any time, in
whole or part, without the mutual written consent of the Executive and the Bank,
and such mutual  consent  shall be required  even if the  Executive is no longer
employed by the Bank.

                                   SECTION XI

                                   EXECUTION

11.1 This  Agreement sets forth the entire  understanding  of the parties hereto
     with  respect to the  transactions  contemplated  hereby,  and any previous
     agreements  or  understandings  between the parties  hereto  regarding  the
     subject matter hereof are merged into and superseded by this Agreement.

11.2 This Agreement shall be executed in triplicate, each copy of which, when so
     executed and  delivered,  shall be an original,  but all three copies shall
     together constitute one and the same instrument.

                                       17



<PAGE>




         EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME JOINDER AGREEMENT TYPE
                (PAYMENT OPTION - 15 YEAR PERIOD CERTAIN OR LEE)

     I,_____________  , and  PRESTIGE  STATE  BANK  hereby  agree  for  good and
valuable consideration,  the value of which is hereby acknowledged, that I shall
participate  in  the  Executive   Supplemental   Retirement   Income   Agreement
("Agreement")  established  as of Feb 27, 1997, by PRESTIGE  STATE BANK, as such
Agreement  may now exist or hereafter be modified;  and do further  agree to the
terms and conditions thereof.

     I understand  that I must execute this  Executive  Supplemental  Retirement
Income  Joinder  Agreement  Type  ("Joinder  Agreements)  as well as notify  the
Administrator  of such  execution,  on or  before  Feb 27,  1997,  in  order  to
participate in the Plan from its Effective Date.  Otherwise,  I may execute this
Joinder  Agreement  and give notice of such  execution to the  Administrator  at
least thirty (30) days prior to any January 1.

My "Benefit Age" shall be sixty-two (62).

My annual "Supplemental Retirement Income Benefit" shall be as set forth below:

   Current                                       Supplemental Retirement
     Age                                              Income Benefit
     ---                                              --------------

     47                                                 $ 75,000
     48                                                   75,000
     49                                                   75,000
     50                                                   75,000
     51                                                   75,000
     52                                                   77,307
     53                                                   83,492
     54                                                   90,171
     55                                                   97,385
     56                                                  105,176
     57                                                  113,590
     58                                                  122,677
     59                                                  132,491
     60                                                  143,091
     61                                                  154,538
     62                                                  166,901

My annual "Survivor's Benefit" shall be $166,901, subject to Subsection 3.2.

     In general,  I understand that my receipt (or my Beneficiary's  receipt) of
the  Supplemental  Retirement  Income Benefit (or  Survivor's  Benefit) shall be
subject to all provisions of the Agreement.


<PAGE>


     I hereby designate the following  individuals as my "Beneficiary"  and I am
aware that I can  subsequently  change such  designation  by  submitting  to the
Administrator,  at any subsequent time, and in  substantially  the form attached
hereto  as  Exhibit  A, a  written  designation  of the  primary  and  secondary
Beneficiaries  to whom payment under the Agreement shall be made in the event of
my death prior to complete  distribution  of the benefits due and payable  under
the Agreement. I understand that any Beneficiary  designation made subsequent to
execution  of the Joinder  Agreement  shall become  effective  only when receipt
thereof is acknowledged in writing by the Administrator.

PRIMARY BENEFICIARY: _________________________________________________

SECONDARY BENEFICIARY:________________________________________________

     I further  understand  that I am entitled to review or obtain a copy of the
Agreement, at any time, and may do so by contacting the Bank.

     This Joinder  Agreement  shall become  effective upon execution  (below) by
both the Executive and a duly authorized officer of the Bank.

Dated this 27 day of Feb, 1997



_______________________________
(Executive)



_______________________________
(Bank's duly Authorized Officer)

                                       2



<PAGE>




           EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME JOINDER AGREEMENT
                             BENEFICIARY DESIGNATION

     The  Executive,  under the terms of the Executive  Supplemental  Retirement
Income  Agreement  executed  by the Bank and dated _________________ 19_, hereby
designates the following Beneficiary to receive any guaranteed payments or death
benefits under such Agreement, following his death:


PRIMARY BENEFICIARY: _________________________________________________ 
                                                                       
SECONDARY BENEFICIARY:________________________________________________ 


     This  Beneficiary   Designation   hereby  revokes  any  prior   Beneficiary
Designation which may have been in effect.

     Such Beneficiary Designation is revocable.

DATE:_______________, 19__


__________________________             __________________________
(WITNESS)                              EXECUTIVE


__________________________
(WITNESS)




                                   Exhibit A