Exhibit 10.11


OSWEGO COUNTY NATIONAL BANK


VOLUNTARY DEFERRED COMPENSATION PLAN

FOR DIRECTORS

(Amended and Restated)

(Effective January 1, 2005)








TABLE OF CONTENTS


	
 

	
 


	
 

	
Page


	
 


	
ESTABLISHMENT AND PURPOSE
OF THE PLAN 

	
1 


	
ADMINISTRATION 

	
1 


	
ELIGIBILITY 

	
1 


	
DEFERRALS OF COMPENSATION 

	
1 


	
ACCOUNTS UNDER THE PLAN 

	
1 


	
DEEMED INVESTMENT OF
ACCOUNTS 

	
1 


	
CHANGE IN INVESTMENT
DIRECTIONS 

	
1 


	
CREDITING OF ACCOUNTS 

	
1 


	
STATUS OF INVESTMENTS 

	
1 


	
VESTING 

	
1 


	
PAYMENT OF ACCOUNTS 

	
1 


	
UNFORESEEABLE EMERGENCY 

	
2 


	
CHANGE IN CONTROL 

	
2 


	
DESIGNATION OF
BENEFICIARIES 

	
2 


	
NONALIENATION 

	
2 


	
INDEMNIFICATION 

	
3 


	
SEVERABILITY 

	
3 


	
WAIVER 

	
3 


	
FILING A CLAIM 

	
3 


	
APPEAL OF DENIED CLAIMS 

	
3 


	
LEGAL ACTION 

	
3 


	
DISCRETION OF COMMITTEE 

	
3 


	
NOTICES 

	
3 


	
GOVERNING LAW 

	
3 


	
CONSTRUCTION OF LANGUAGE 

	
3 


	
AMENDMENT OR DISCONTINUANCE 

	
3 





- i -







VOLUNTARY DEFERRED COMPENSATION PLAN


FOR DIRECTORS


(Amended and Restated Effective January 1, 2005)


          1.
Establishment and Purpose of the Plan. This Voluntary Deferred Compensation Plan
for Directors (the “Plan”) is established to enable the members of the Board of
Directors of Oswego County National Bank (the “Bank”), Bridge Street Financial,
inc. (The “Parent Company”) and its subsidiaries to defer all or a portion of
their fees that would otherwise be paid to them as directors and to, instead,
receive such amounts at a later date. The Plan is intended to meet the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and other relevant provisions of the American Jobs Creation Act of
2004, as amended, and the Treasury Regulations promulgated thereunder.  


          2.
Administration.
The Plan shall be administered by the Personnel and Compensation Committee of
the Board of Directors of the Bank or such other committee appointed either by
the Board of Directors of the Bank (the “Board”) or by such Personnel and
Compensation Committee (the “Committee”). The Committee shall be authorized to
interpret the Plan and make decisions regarding any questions arising
thereunder, and any such interpretation or decision of the Committee shall,
unless overruled or modified by the Board, be final, conclusive and binding
upon all directors of the Bank, the Parent Company and its subsidiaries and
upon any person claiming benefits or rights under the Plan by or through any
such individual. No member of the Committee shall be entitled to act on or
decide any matter relating solely to himself or herself or any of his or her
rights or benefits under the Plan. The Committee may, in its discretion,
designate a person or persons to carry out such duties or functions as the
Committee so determines. Notwithstanding any provision of the Plan to the
contrary, any duty or function which may be performed by the Committee or its
delegates under the Plan may instead be performed by the Board if the Board so
determines in its sole discretion.  


          3.
Eligibility.
Members of the Board of Directors of the Bank, the Parent Company and its
subsidiaries shall be permitted to participate in the Plan. To the extent, if
any, the provisions of the Employee Retirement income Security Act of 1974, as
amended, apply to this Plan with respect to any directors who are otherwise
employees of the Bank, the Parent Company or its subsidiaries, it is intended
that this program be limited to a select group of management or highly
compensated employees, within the meaning of such law.  


          4.
Deferrals of Compensation. With respect to each year as to which an individual has been
designated as eligible to participate in this Plan, the individual may elect to
become a Participant in the Plan by submitting to the Committee or its designee
a written election to defer receipt of either a percentage of the amount, or
specified dollar amount, that would otherwise be earned by the Participant in
connection with his or her services as a director of the Bank, the Parent
Company, or one or more of its subsidiaries in the next following calendar
year. Except as otherwise provided by the Committee in accordance with
applicable law, such election shall be made on or before the last day of the
calendar year preceding the calendar year with respect to which the election
relates. With respect to each individual who first becomes an eligible
Participant, such an individual may defer receipt of compensation in the same
year he/she first becomes eligible to participate in the Plan provided the
election applies only to compensation deferred for services preformed
subsequent to the date the election is filed with the Committee through the end
of the calendar year and the election is made within 30 days after the
individual first becomes an eligible Participant.  


          5.
Accounts under the Plan. Amounts deferred by a Participant pursuant to Paragraph 4 hereof shall
be maintained in an Account for such Participant by the Bank, the Parent
Company, or by the subsidiary of the Bank responsible to pay the compensation
being deferred by the participant hereunder.  


          6.
Deemed investment of Accounts. The Account maintained on behalf of each Participant with respect to
the amounts deferred by that Participant hereunder with respect to each year of
participation by the Participant shall be deemed to be invested in, and shall
be adjusted to reflect earnings and losses of, such investments or investment
funds as is designated as available from time to time by the Committee. To the
extent the Committee makes available alternative deemed investment vehicles
with respect to amounts eligible to be deferred under the Plan, each
Participant shall, upon making a deferral election hereunder, designate, in the
form and manner prescribed by the Committee, that the amounts to be credited to
his or her Account be applied in such proportions as he or she may designate,
in such multiples as is permitted by the Committee, in each deemed investment
made available by the Committee. The Committee may make available different
deemed investments for amounts deferred at different times under the Plan, and
may change the available deemed investments under the Plan from time to time.
The Committee may also designate that only one deemed investment be available
with respect to any amounts deferred hereunder, in which event that deemed
investment shall apply to all such amounts without regard to any other election
that a Participant may desire.  


          7.
Change in investment Directions. A Participant may, in the form and manner prescribed by the Committee,
elect to change his or her investment direction with respect to all or a
portion of the amounts then held, or to be held, in such Participant’s Account,
with such election and new investment direction becoming effective the first
day of any semi-annual period (i.e January 1 or July 1), provided such
investment direction election is made, and not revoked, prior to the first day
of such semi-annual period. Such direction may relate solely to amounts already
allocated to the Participant’s Account (in which event it shall constitute a
direction to transfer amounts in the Participant’s Account among the various
available deemed investments) or may relate solely to amounts to be deferred in
the future, or may relate to both amounts already allocated to the
Participant’s Account and amounts to be deferred in the future. Any investment
direction election made by a Participant shall remain in effect until changed,
to the extent such change is permitted under the Plan.  


          8.
Crediting of Accounts. Each Participant’s Account shall be deemed credited at the end of each
semi-annual period (or on such other dates as is designated by the Committee) with
the earnings or losses that the amount in the Account would have experienced
had the Account actually been invested in the deemed investment designated by
the Participant or, as appropriate, the Committee.  


          9.
Status of Investments. All investments made by the Bank, the Parent Company, or any other
subsidiary of the Bank pursuant to this Plan wilt be deemed made solely for the
purpose of aiding such entity in measuring and meeting its obligations under
the Plan. Further, such entities are not limited to the investments described
in the provisions set forth above but are merely obligated to provide payments
pursuant to the terms of this Plan that reflect the investment returns offered
by the deemed investments made available under the Plan. The Bank or, as
applicable, the Parent Company, one or more of the subsidiaries of the Bank,
will be named sole owner of all such investments and of all rights and
privileges conferred by the terms of the instruments evidencing such
investments. This Plan places no obligation upon the Bank, the Parent Company,
or its subsidiaries to invest any portion of the amount in a Participants
Account, to invest or continue to invest in any specific asset, to liquidate
any particular investment, or to apply in any specific manner the proceeds from
the sate, liquidation, or maturity of any particular investment, The Bank may,
in its sole and absolute discretion, establish one or more accounts, funds, or
trusts to reflect its obligations under the Plan. However, nothing stated
herein shall cause such investments to be treated as anything but the general
assets of the Bank or, as applicable, the Parent Company, or any subsidiaries
of the Bank, nor will anything stated herein cause such investments to
represent the vested, secured or preferred interest of the Participant or his
or her beneficiaries designated under this Ptan. Participants hereunder have
the status of unsecured creditors with respect to their Accounts, and it is
intended that the Plan be unfunded for tax purposes and, to any extent
applicable, for purposes of Title 1 of the Employee Retirement income Security
Act of 1974, as amended.  


          10.
Vesting.
Participants shall be fully vested in all amounts in their accounts at all
times.  


          11.
(a) Payment of Accounts. At the time a Participant elects to defer compensation hereunder, the
Participant shall designate the time and the manner of the payment of the
amounts to be allocated to such Participant’s Account with respect to such
deferral of compensation. Except as otherwise provided below, payment to a
Participant shall commence upon a fixed date selected by the Participant at the
time of the deferral. chosen from the following dates:  



                    (i)
The last day of a semi-annual period ending at least two years from the end of
the calendar year in which the deferred compensation would otherwise become
payable, but no later than the end of the calendar quarter in which occurs the
Participant’s 75” birthday, except that amounts deferred under the Plan on or
after December 10, 2003, shall be payable no later than the end of the
semi-annual period in which occurs the Participant’s 715` birthday.  



                    (ii)
The last day of any one of the two semi-annual periods ending after the service
of the Participant as a director of the Bank, the Parent Company, or any of is
subsidiaries terminates (as designated by the Participant at the time of
deferral).  


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Except as otherwise provided
below, the form of payment of deferred amounts in a Participant’s Account shall
be designated by the Participant at the time the election to defer compensation
is made and shall be from among the following options, to the extent such
optional forms are made available by the Committee. All forms of payment shall
be based on the value of a Participant’s Account attributable to the particular
deferral election and all forms of payment shall be actuarially equivalent to
each other. The options that may be made available are:



                    (A)
a lump sum; 



                    (B)
a number of semi-annual installments or annual installments, limited in such
manner as is determined by the Committee; or 



                    (C)
a designated dollar amount (to the extent such amount is allocated to the
Participant’s Account with respect to the deferral of compensation in question)
or percentage of the Participant’s account at the end of one or more
semi-annual periods otherwise available for election for the commencement of
distributions as described above, with the remainder of the amount subject to
such designation to be distributed commencing at such other date chosen by the
Participant at the time of the deferral. 


Notwithstanding any provision
of the Plan to the contrary, a Participant who is a specified employee as
defined in the regulations promulgated under Code Section 409A may not commence
receipt of his/her benefit until the first day of the seventh month following
his/her separation from service. For purposes of Code Section 409A, the
Committee shall determine which Participants are specified employees as of
December 31 in accordance with the Regulations promulgated under Section 409A.
Such determination by the Committee shall be effective for the twelve month
period commencing on April 1.



               (b)
Payment Upon Unforeseeable Emergency. A Participant may also, solely to the extent
permitted by the Committee, direct that a portion of the amounts payable to the
Participant be distributed in the event of an Unforeseeable Emergency (as
defined below).  



               (c)
Payment Upon Change of Control. A Participant may also, solely to the extent permitted by the
Committee, direct that all of the amounts then allocated to the Participant’s
Account be distributable to the Participant upon a Change of Control of the
Bank (as defined below), provided such Change of Control is a “change of
control” as such term is defined in Section 409A of the Code.  


               (d)
Payments Upon Death. To the extent permitted by the Committee, a Participant may elect that
if the Participant dies before payments of a deferred amount have otherwise
commenced to the Participant, the amount allocated to the Participant’s Account
be distributed to the Participant’s Beneficiary (as defined below) either on
the last day of the calendar quarter in which the Participant dies (or as soon
as practicable thereafter) or on the last day of the semi-annual period in the
calendar year immediately following the date of the Participant’s death;
provided, however that if no such election is made, payment shall be made in a
single Lump sum at the end of the semi-annual period in which the Participant
died, or as soon as practicable thereafter. If payments of a deferred amount in
the form of installments have already commenced to the Participant, they shall continue
to be made after the Participants death to the Participant’s Beneficiary in
accordance with the Act to avoid acceleration of payment, who shall otherwise
be granted the same rights as were held by the Participant hereunder.



               (e)
Additional Payment Elections. Notwithstanding the preceding provisions of this Paragraph 11 to the
contrary, a Participant may subsequently elect, in such form and manner as may
be prescribed by the Committee, a revised commencement date for the amounts
credited to his or her Account, in lieu of the date(s) initially selected,
provided that: (i) any such election is not effective until 24 months following
such election, (ii) the election provides that payment will be deferred for at
least five (5) years from the date such payment would otherwise have been made
(except for death as provided above), and (iii) the election is made at least
24 months prior to the first scheduled payment. Notwithstanding the preceding
provisions of this Paragraph 11 to the contrary, a Participant may also
subsequently elect, in such form and manner as may be prescribed by the
Committee, that the amounts credited to his or her Account be paid in any one
of the forms of benefit payment provided under this Paragraph 11 in lieu of the
form of payment initially selected, provided that: (i) any such election is not
effective for 24 months, (ii) the election to modify the form of distribution
provides that payment will be deferred for at least five (5) years from the
date such payment would otherwise have been made (except for death as provided
above), and (iii) such election is made at least 24 months prior to the first
scheduled payment. For purposes of applying the provisions of this paragraph,
the installment payment form of distribution provided under paragraph 11(ii)(b)
of the Plan shall be treated as a payment in a single sum payable on the first
scheduled payment date.  


          12.
Unforeseeable Emergency. A Participant may request, in writing to the Committee, a request for
a withdrawal from his/her Account if the Participant experiences an
Unforeseeable Emergency. Withdrawals for the purpose of an Unforeseeable
Emergency are limited to the extent needed to satisfy the emergency, which
cannot be met by the Participant utilizing other resources. The Committee shall
make a determination with regard to the Unforeseeable Emergency in accordance
with Code Section 409A and the Treasury Regulations promulgated thereunder. For
purposes of this Plan, the term “Unforeseeable Emergency” means a severe
financial hardship to the Participant, the Participant’s spouse or a dependent
(as defined in Code Section 152(a)) of the Participant, toss of the
Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. Examples of an Unforeseeable Emergency may include, under
appropriate circumstances, the eminent foreclosure or eviction of the
Participant from his or her home, the need to pay for unexpected medical
expenses, and the need to pay for funeral expenses of a spouse or dependent.
The purchase or construction of a home and payment of college tuition are not
Unforeseeable Emergencies.  


          13.
Change in Control.
Unless otherwise determined by the Committee at the time of a Participant’s
deferral hereunder, for purposes of this Plan, subject to Section 409A of the
Code, a Change in Control means the earliest of (1) the occurrence of a
Terminating Event (as defined below), or (ii) the dissemination of a proxy
statement soliciting proxies from stockholders or members of the Bank seeking
stockholder or member approval of a Terminating Event of the type described in
clause (a) below, or (iii) the publication or dissemination of an announcement
of action intended to result in a Terminating Event of the type described in
clauses (b) or C) below. For these purposes, a “Terminating Event” means:  



               (a)
the reorganization, merger or consolidation of the Bank with one or more
corporations as a result of which the outstanding shares of common stock of the
Bank are exchanged or converted into cash or property or securities not issued
by the Bank unless the reorganization, merger or consolidation shall have been
affirmatively recommended to the Bank’s stockholders or members by a majority
of the members of the Board.  



               (b)
the acquisition of substantially all of the property or of more than 35% of the
voting power of the Bank by any person or entity; or  



               (c)
the occurrence of any circumstance having the effect that directors who were
nominated for election as directors by the Nominating Committee of the Board
shall cease to constitute a majority of the authorized number of directors of
the Bank.  


          14.
Designation of Beneficiaries. In the event that a Participant dies prior to the receipt of all
amounts payable to him or her pursuant to the Plan, all remaining amounts
credited to his or her Account shall be paid to such one or more Beneficiaries
and in such proportions as the Participant may designate, in accordance with
the provisions of Paragraph 11. if no Beneficiary has been named by the
Participant, or if a named Beneficiary has predeceased the Participant and no
successor beneficiary has been named or if a beneficiary designation is
otherwise ineffective, payment shall be made to the estate of the Participant,
and if any Beneficiary shall die after payments to that Beneficiary have
commenced, if any remaining payments would otherwise be made to such
Beneficiary, they shall instead be made to the estate of the Beneficiary. A
Beneficiary designation pursuant to this Paragraph 14 shall not be effective
unless it is in writing and is received by the Committee prior to the death of
the Participant making the designation.  


          15.
Nonalienation.
The right to receive a benefit under the Plan shalt not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or the Participants
beneficiaries.  


2







          16.
Indemnification.
The Bank shalt indemnify, hold harmless and defend each member of the Board,
each member of the Committee, each member of the Benefits Committee, and each
of their designees who are employees of the Bank, the Parent Company or any of
its subsidiaries, against any reasonable costs, including legal fees, incurred
by them, or arising out of any action, suit or proceeding in which they may be
involved, as a result of their efforts, in good faith, to defend or enforce the
terms of the Plan.  


          17.
Severability. A
determination that any provision of the Plan is invalid or unenforceable shalt
not affect the validity or enforceability of any other provision hereof.  


          18.
Waiver. Failure
to insist upon strict compliance with any of the terms, covenants or conditions
of the Plan shall not be deemed a waiver of such term, covenant or condition. A
waiver of any provision of the Plan must be made in writing, designated as a
waiver, and signed by the party against whom its enforcement is sought. Any
waiver or relinquishment of any right or power hereunder at any one or more
times shalt not be deemed a waiver or relinquishment of such right or power at
any other time or times.  


          19.
Filing a Claim.
Any controversy or claim arising out of or relating to the Plan shall be filed
with the Committee which shall make all determinations concerning such claim.
Any decision by the Committee denying such claim shall be in writing and shall
be delivered to the Participant or Beneficiary filing the claim (“Claimant”).  



               (a)
In General.
Notice of a denial of benefits will be provided within 90 days of the
Committee’s receipt of the Claimant’s claim for benefits. If the Committee
determines that it needs additional time to review the claim, the Committee
will provide the Claimant with a notice of the extension before the end of the
initial 90-day period. The extension will not be more than 90 days from the end
of of the initial 90-day period and the notice of extension will explain the
special circumstances that require the extension and the date by which the
Committee expects to make a decision.  



               (b)
Contents of Notice. If a claim for benefits is completely or partially denied, notice of
such denial shall be in writing and shalt set forth the reasons for denial in
plain language. The notice shall (1) cite the pertinent provisions of the Plan
document and (2) explain, where appropriate, how the Claimant can perfect the
claim, including a description of any additional material or information
necessary to complete the claim and why such material or information is
necessary. The claim denial also shall include an explanation of the claims
review procedures and the time limits applicable to such procedures, including
a statement of the Claimant’s right to bring a civil action under Section
502(a) of ERISA following an adverse decision on review.  


          20.
Appeal of Denied Claims. A claimant whose claim has been completely or partially denied shall
be entitled to appeal the claim denial by filing a written appeal with the
Committee. A Claimant who timely requests a review of the denied claim (or his
or her authorized representative) may review, upon request and free of charge,
copies of all documents, records and other information relevant to the denial
and may submit written comments, documents, records and other information
relevant to the claim to the Committee. All written comments, documents,
records, and other information shall be considered “relevant” if the
information (1) was relied upon in making a benefits determination, (2) was
submitted, considered or generated in the course of making a benefits decision
regardless of whether it was relied upon to make the decision, or (3) demonstrates
compliance with administrative processes and safeguards established for making
benefit decisions. The Committee may, in its sole discretion and if it deems
appropriate or necessary, decide to hold a hearing with respect to the claim
appeal.  



               (a)
In General.
Appeal of a denied benefits claim must be filed in writing with the Committee
no later than sixty (60) days after receipt of the written notification of such
claim denial. The Committee shall make its decision regarding the merits of the
denied claim within sixty (60) days following receipt of the appeal (or within
one hundred and twenty (120) days after such receipt, in a case where there are
special circumstances requiring extension of time for reviewing the appealed
claim). If an extension of time for reviewing the appeal is required because of
special circumstances, written notice of the extension shall be furnished to
the Claimant prior to the commencement of the extension. The notice will
indicate the special circumstances requiring the extension of time and the date
by which the Committee expects to render the determination on review. The
review will take into account comments, documents, records and other
information submitted by the Claimant relating to the claim without regard to
whether such information was submitted or considered in the initial benefit
determination.  



               (b)
Contents of Notice. If a benefits claim is completely or partially denied on review,
notice of such denial shall be in writing and shall set forth the reasons for
denial in plain language.  



                    (i)
The decision on review shall set forth (a) the specific reason or reasons for
the denial, (b) specific references to the pertinent Plan provisions on which
the denial is based, (c) a statement that the Claimant is entitled to receive,
upon request and free of charge, reasonable access to and copies of all
documents, records, or other information relevant (as defined above) to the
Claimant’s claim, and (d) a statement describing any voluntary appeal
procedures offered by the plan and a statement of the Claimant’s right to bring
an action under Section 502(a) of ERISA.  


          21.
Legal Action. A
Claimant may not bring any legal action relating to a claim for benefits under
the Plan unless and until the Claimant has followed the claims procedures under
the Plan and exhausted his or her administrative remedies under such claim
procedures.  


          22.
Discretion of Committee. All interpretations, determinations and decisions of the Committee
with respect to any claim shall be made in its sole discretion, and shall be
final and conclusive.  


          23.
Notices. Any
notice or other communication required or permitted to be given to a party
under the Plan shall be deemed given if personally delivered or if mailed,
postage prepaid, by certified mail, return receipt requested, to the party at
the address listed below, or at such other address as one such party may by
written notice specify to the other:  



               (a)
if to the Committee:  


Attention: Chairperson -
Personnel and Compensation Committee

Oswego County National Bank

300 State Route 104

Oswego, NY 13126  



               (b)
if to any party other than the Committee, to such party at the address last
published by such party by written notice to the Committee.  


          24.
Governing Law.
The Plan shall be construed, administered and enforced according to the laws of
New York, except to the extent that such laws are preempted by federal law.  


          25.
Construction of Language. Wherever appropriate in the Plan, words used in the singular may be
read in the plural, words in the plural may be read in the singular, and words
importing the mate gender shall be deemed equally to refer to the feminine or
the neuter. Any reference to an Article or Section shall be to an Article or
Section of the Plan, unless otherwise indicated.  


          26.
Amendment or Discontinuance. The Board may amend, discontinue or terminate the Plan at any time in
accordance with applicable taw; provided, however, that no amendment or
discontinuance shall affect the rights of Participants to amounts already
allocated to their Accounts under the Plan. The Committee of the Bank may make
any amendment to the Plan that may be necessary or appropriate to facilitate
the administration, management, and interpretation of the Plan or to conform
the Nan thereto or that may be necessary or appropriate to satisfy requirements
of law, provided that any such amendment does not significantly affect the cost
to Bank, Parent Company or any of its subsidiaries of maintaining the Plan.
Notwithstanding the foregoing, no amendment by the Board or Committee of the
Bank shall be made to the extent that any such amendment would cause any
Participant who administers any employee benefit plan of the Bank (or the
Parent Company or any subsidiary of the Bank) and who, in accordance with the
terms of any such plan or applicable taw, must be ‘disinterested’, to cease to
qualify as an ‘outside’ director, within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the treasury regulations thereunder.  


In witness whereof, Oswego
County National Bank has caused this amendment and restatement of the Voluntary
Deferred Compensation Plan for Directors to be executed on September 21, 2006.  


3







 OSWEGO COUNTY NATIONAL BANK


	
 

	
 

	
 


	
 

	
By: 

	
/s/


	
 

	
 

	



	
 

	
 

	
Chairperson of the Board





Attest:


	
 

	
 

	
 


	
/s/

	
 

	
/s/ 


	


	
 

	



	
Secretary

	
 

	
President





4