**Exhibit
      10.7**




















**RESTATED**


**DIRECTOR
      SUPPLEMENTAL RETIREMENT**


**INCOME
      and DEFERRED COMPENSATION AGREEMENT**


**FOR
      EDWARD STOKES**





**MAGYAR
      BANK**


**New
      Brunswick, New Jersey**





**January
      1, 2006**



































**Financial
      Institution Consulting Corporation**


**700
      Colonial Road, Suite 102**


**Memphis,
      Tennessee 38117**


**WATS:
      1-800-873-0089**


**FAX:
      (901) 684-7414**


**(901)
      684-7400**











**RESTATED**


**DIRECTOR
      SUPPLEMENTAL RETIREMENT**


**INCOME
      and DEFERRED COMPENSATION AGREEMENT**


**FOR
      EDWARD STOKES**







This
      Restated Director Supplemental Retirement Income and Deferred Compensation
      Agreement for Edward Stokes (the "Agreement"), effective as of the 1st day
      of
      January, 2006, amends and restates the Director Supplemental Retirement Income
      and Deferred Compensation Agreement for Edward Stokes dated February 1, 2004,
      and formalizes the understanding by and between MAGYAR BANK (the "Bank"), a
      state chartered savings bank having its principal place of business in New
      Brunswick, New Jersey, and EDWARD STOKES (hereinafter referred to as
      "Director"). All prior non-qualified Director deferred compensation agreements,
      including any and all Joinder Agreements, with respect to the Director and
      MAGYAR BANK, are hereby superseded and replaced by this Agreement





**W
      I T N E S S E T H :**





**WHEREAS** ,
      the
      Director serves the Bank as a member of the board; and





**WHEREAS** ,
      the
      Bank recognizes the valuable services heretofore performed by the Director
      and
      wishes to encourage his continued service; and





**WHEREAS** ,
      the
      Director wishes to be assured that the Director 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
      service and wishes to provide his beneficiary with benefits from and after
      death; and





**WHEREAS** ,
      the
      Bank and the Director wish to provide the terms and conditions upon which the
      Bank shall pay such additional compensation to the Director after retirement
      or
      other termination of service and/or death benefits to his beneficiary after
      death; and





**WHEREAS** ,
      the
      Bank has adopted this Director Supplemental Retirement Income and Deferred
      Compensation Agreement which controls all issues relating to benefits as
      described herein; and








**WHEREAS** ,
      Section
      409A of the Internal Revenue Code of 1986 (“Code”), as amended, requires that
      certain deferred compensation arrangements comply with its terms or subject
      the
      recipient of the compensation to potential taxes and penalties; and




**WHEREAS** ,
      the
      Bank desires to amend and restate the Agreement to comply with Code Section
      409A
      and any Treasury Regulations promulgated thereunder; and




**WHEREAS** ,
      the
      Board of Directors of the Bank has conditionally approved the
      amendment and restatement of the Agreement, subject to the approval of the
      New
      Jersey Department of Banking and Insurance.





**NOW,
      THEREFORE,** in
      consideration of the premises and of the mutual promises herein contained,
      the
      Bank and the Director 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 Account" shall berepresentedby
                the bookkeeping entries required to record the Director=s
                (i) Phantom Contributions plus (ii) accrued interest, equal to the
                Interest Factor, earned to-date on such amounts. However, neither
                the
                existence of such bookkeeping entries nor the Accrued Benefit Account
                itself shall be deemed to create either a trust of any kind, or a
                fiduciary relationship between the Bank and the Director or any
                Beneficiary.





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





1.3
            AAdministrator@means the Bank.





1.4
            "Bank"
                means MAGYAR BANK and any successor
                thereto.


3





1.5
            "Beneficiary"
                means the person or persons (and their heirs) designated as Beneficiary
                in
                Exhibit B of this Agreement to whom the deceased Director=s
                benefits are payable. If no Beneficiary is so designated, then the
                Director=s
                Spouse, if living, will be deemed the Beneficiary. If the
                Director=s
                Spouse is not living, then the Children of the Director will be deemed
                the
                Beneficiaries and will take on a per stirpes basis. If there are
                no
                Children, then the Estate of the Director will be deemed the
                Beneficiary.





1.6
            "Benefit
                Age" means the later of: (i) the Director's sixty-fifth (65th) birthday
                or
                (ii) the actual date the Director=s
                full-time service with the Bank terminates.





1.7
            "Benefit
                Eligibility Date" means the date on which the Director is entitled
                to
                receive any benefit(s) pursuant to Section(s) III or V of this Agreement.
                It shall be the first day of the month following both the attainment
                of
                the Directors’ Benefit Age and his actual retirement from the Board of
                Directors.





1.8
            "Board
                of Directors" means the board of directors of the
                Bank.





1.9
            "Cause"
                means termination of the Director=s
                service on the Board of Directors due to: (i) actions or inactions
                which
                constitute a breach of the bylaws of the Bank or (ii) the
                Director=s
                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 Plan, or gross negligence
                in
                matters of material importance to the
                Bank.







1.10
            “Change
                in Control” shall mean a change in the ownership of the Bank or Company
                under paragraph (a) below, a change in effective control of the Bank
                or
                Company under paragraph (b) below, or a change in the ownership of
                a
                substantial portion of the assets of the Bank or Company under paragraph
                (c) below. For all purposes hereunder, the definition of Change in
                Control
                shall be construed to be consistent with the requirements of Proposed
                Treasury Regulation Section 1.409A-3(g), except to the extent that
                such
                proposed regulations are superseded by subsequent
                guidance.


4









For
      this
      subsection “persons acting as a group” is defined as follows; Persons will be
      considered to be acting as a group if they are owners of a corporation that
      enters into a merger, consolidation, purchase or acquisition of stock, or
      similar business transaction with the corporation. Persons will not be
      considered to be acting as a group solely because they purchase or own stock
      of
      the same corporation at the same time, or as a result of the same public
      offering. If a person, including an entity, owns stock in both corporations
      that
      enter into a merger, consolidation, purchase or acquisition of stock, or similar
      transaction, such shareholder is considered to be acting as a group with other
      shareholders in a corporation only with respect to the ownership in that
      corporation prior to the transaction giving rise to the change and not with
      respect to the ownership interest in the other corporation.




(a)
            Change
                in Ownership of the Bank or Company




Change
      in
      the ownership occurs on the date that any one person, or more than one person
      acting as a group (as defined above), acquires ownership of stock of the Bank
      or
      Company that, together with stock held by such person or group, constitutes
      more
      than 50 percent of the total fair market value or total voting power of the
      stock of such corporation. However, if any one person or more than one person
      acting as a group, is considered to own more than 50 percent of the total fair
      market value or total voting power of the stock of a corporation, the
      acquisition of additional stock by the same person or persons is not considered
      to cause a change in the ownership of the corporation or to cause a change
      in
      the effective control of the corporation.





(b)
            Change
                in the Effective Control of the Bank or
                Company




A
      change
      in the effective control of the Bank or Company occurs on the date that either
      -




(1)
      Any
      one person, or more than one person acting as a group (as defined above),
      acquires (or has acquired during the 12-month period ending on the date of
      the
      most recent acquisition by such person or persons) ownership of stock of the
      Company possessing 20 percent or more of the total voting power of the stock
      of
      the Company (except that if an individual Director’s agreement becomes subject
      to Code Section 409A, then the required percentage of acquired ownership of
      stock under this Subsection 1.10 (b)(1) shall be 35 percent or more); or


5









(2)
      a
      majority of members of the Company’s board of directors is replaced during any
      12-month period by directors whose appointment or election is not endorsed
      by a
      majority of the members of the Company’s board of directors prior to the date of
      the appointment or election.




(c)
            Change
                in the Ownership of a Substantial Portion of the Bank’s or Company’s
                Assets.




Change
      in
      the ownership of a substantial portion of the Bank or Company’s assets occurs on
      the date that any one person, or more than one person acting as a group (as
      defined above), acquires (or has acquired during the 12-month period ending
      on
      the date of the most recent acquisition by such person or persons) assets from
      the corporation that have a total gross fair market value equal to or more
      than
      40 percent of the total gross fair market value of all of the assets of the
      Bank
      or Company immediately prior to such acquisition or acquisitions. For this
      purpose, gross fair market value means the value of the assets of the Bank
      or
      Company, or the value of the assets being disposed of, determined without regard
      to any liabilities associated with such assets.





1.11
            "Children"
                means all natural or adopted children of the Director and issue of
                any
                predeceased child or children.


1.12
            "Code"
                means the Internal Revenue Code of 1986, as amended from time to
                time.





1.13
            “Company”
                shall mean Magyar Bancorp, Inc.





1.14
            "Contribution(s)"
                means those annual total contributions comprised of both the Elective
                Contributions and the Emeritus Contributions which the Bank is required
                to
                make to the Retirement Income Trust Fund on behalf of the Director
                in
                accordance with Subsection 2.1(a) and in the amounts set forth in
                Exhibit
                A of the Agreement. Such Contributions, for the first Plan Year,
                shall
                include any and all amounts accrued by the Bank to pay the benefits
                promised to the Director under any prior non-qualified deferred
                compensation agreements including any Joinder Agreements previously
                executed by the Bank and the Director.


6





1.15
            (a)
                "Disability Benefit" means the benefit payable to the Director following
                a
                determination, in accordance with Subsection 6.1(a), that he is no
                longer
                able, properly and satisfactorily, to perform his duties at the
                Bank.





(b)
      "Disability Benefit-Supplemental" (if applicable) means the benefit payable
      to
      the Director = s
      Beneficiary upon the Director = s
      death
      in accordance with Subsection 6.1(b).





1.16
            "Effective
                Date" of this Agreement shall be January 1, 2006. The original effective
                date of this Agreement was February 1, 2004. The Agreement is hereby
                amended and restated effective January 1, 2006 in order to conform
                to Code
                Section 409A.





1.17
            “Elective
                Contribution” shall refer to the Director’s voluntary monthly pre-tax
                deferral of board fees, committee fees and/or retainer plus interest
                compounded annually at a rate equal to the Interest Factor. The Director
                may elect to change his voluntary deferral amount by submitting to
                the
                Bank a Notice of Adjustment of Elective Contribution thirty (30)
                days
                prior to the end of any Plan Year.





1.18
            “Emeritus
                Contribution” shall refer to the amounts necessary to support an annual
                amount payable to the Director at Benefit Age based upon a percentage,
                as
                stated in Appendix A, of the Director’s total board fees, committee fees
                and/or retainer in the twelve months prior to the Director’s Benefit
                Eligibility Date. The percentage shall be determined by the following
                formula: ten percent (10%) plus two and one-half percent (2 1⁄2%) for each
                year of service as a Director, with a minimum of fifty percent (50%),
                provided the Director has served for at least five (5) years, and
                a
                maximum of sixty percent (60%). Notwithstanding the foregoing, any
                Director who serves as Board Chairman for a five-year term (other
                than the
                current Chairman) shall be entitled to receive seventy-five percent
                (75%).





1.19
            "Estate"
                means the estate of the Director.





1.20
            "Interest
                Factor" means monthly compounding, discounting or annuitizing, as
                applicable, at a rate set forth in
                Exhibit A.


7





1.21
            "Payout
                Period" means the time frame during which certain benefits payable
                hereunder shall be distributed. Payments shall be made in monthly
                installments commencing on the first day of the month following the
                occurrence of the event which triggers distribution and continuing
                for a
                period of one hundred eighty (180) months. Should the Director make
                a
                Timely Election to receive a lump sum benefit payment, the
                Director=s
                Payout Period shall be deemed to be one (1) month.





1.22
            "Phantom
                Contributions" means those annual Contributions which the Bank is
                no
                longer required to make on behalf of the Director to the Retirement
                Income
                Trust Fund. Rather, once the Director has exercised the withdrawal
                rights
                provided for in Subsection 2.2, the Bank shall be required to record
                the
                annual amounts set forth in Exhibit A of the Agreement in the
                Director=s
                Accrued Benefit Account, pursuant to Subsection 2.1.





1.23
            "Plan
                Year" shall mean the twelve (12) month period commencing January
                1 and
                ending December 31.





1.24
            "Retirement
                Income Trust Fund" means the trust fund account established by the
                Director and into which annual Contributions will be made by the
                Bank on
                behalf of the Director pursuant to Subsection 2.1. The contractual
                rights
                of the Bank and the Director with respect to the Retirement Income
                Trust
                Fund shall be outlined in a separate writing to be known as the Edward
                Stokes Grantor Trust agreement.





1.25
            ASpouse@means the individual to whom the Director is legally married at the
                time
                of the Director=s
                death, provided, however, that the termASpouse@shall not refer to an individual to whom the Director is legally
                married
                at the time of death if the Director and such individual have entered
                into
                a formal separation agreement or initiated divorce
                proceedings.





1.26
            "Supplemental
                Retirement Income Benefit" means an annual amount (beforetaking into account federal and state income taxes), payable in monthly
                installments throughout the Payout Period. Such benefit is projected
                pursuant to the Agreement for the purpose of determining the Contributions
                to be made to the Retirement Income Trust Fund (or Phantom Contributions
                to be recorded in the Accrued Benefit Account). The annual Contributions
                and Phantom


8


Contributions
      have been actuarially determined, using the assumptions set forth in Exhibit
      A,
      in order to fund for the projected Supplemental Retirement Income Benefit.
      The
      Supplemental Retirement Income Benefit for which Contributions (or Phantom
      Contributions) are being made (or recorded) is set forth in Exhibit A.





1.27
            "Timely
                Election" means the Director has made an election to change the form
                of
                his benefit payment(s) from the Retirement Income Trust Fund by filing
                with the Administrator a Notice of Election to Change Form of Payment
                (Exhibit C of this Agreement). In the case of benefits payable from
                the
                Retirement Income Trust Fund, such election may be made at any time.
                In
                the case of benefits payable from the Accrued Benefit Account, such
                election generally shall have been made prior to December 31, 2006
                (i.e.
                the last day of the “Transition Period” for bringing plans into compliance
                with Code Section 409A). Unless the Transition Period is extended
                by the
                Internal Revenue Service, if the Director makes an election subsequent
                to
                December 31, 2006 with respect to distributions from the Accrued
                Benefit
                Account, then (i) such election may not take effect until at least
                twelve
                (12) months after the date on which the election is made, (ii) in
                the case
                of an election related to a payment other than due to disability
                or death,
                the first payment with respect to which such election is made must
                be
                deferred for a period of not less than five (5) years from the date
                such
                payment would otherwise have been made, and (iii) any election related
                to
                a distribution at a specified time or pursuant to a fixed schedule
                may not
                be made less than twelve (12) months prior to the date of the first
                scheduled payment.





**SECTION
      II**


**BENEFIT
      FUNDING**





2.1
            (a)Retirement
                Income Trust Fund and Accrued Benefit Account.
                The Director shall establish the Edward Stokes Grantor Trust into
                which
                the Bank shall be required to make annual Contributions on the
                Director=s
                behalf, pursuant to Exhibit A and this Section II of the Agreement.
                A
                trustee shall be selected by the Director. The trustee shall maintain
                an
                account, separate and distinct from the Director=s
                personal contributions, which account shall constitute the Retirement
                Income Trust Fund. The trustee shall be charged with the responsibility
                of
                investing all contributed funds. Distributions from the Retirement
                Income
                Trust Fund of the Edward Stokes Grantor Trust may be made by the
                trustee
                to the Director, for purposes of payment of any income or employment
                taxes


9


due
      and
      owing on Contributions by the Bank to the Retirement Income Trust Fund, if
      any,
      and on any taxable earnings associated with such Contributions which the
      Director shall be required to pay from year to year, under applicable law,
      prior
      to actual receipt of any benefit payments from the Retirement Income Trust
      Fund.
      If the Director exercises his withdrawal rights pursuant to Subsection 2.2,
      the
      Bank = s
      obligation to make Contributions to the Retirement Income Trust Fund shall
      cease
      and the Bank = s
      obligation to record Phantom Contributions in the Accrued Benefit Account shall
      immediately commence pursuant to Exhibit A and this Section II of the Agreement.
      To the extent this Agreement is inconsistent with the Edward Stokes Grantor
      Trust Agreement, the Edward Stokes Grantor Trust Agreement shall supersede
      this
      Agreement.





The
      annual Contributions (or Phantom Contributions) required to be made by the
      Bank
      to the Retirement Income Trust Fund (or recorded by the Bank in the Accrued
      Benefit Account) have been actuarially determined and are set forth in Exhibit
      A
      which is attached hereto and incorporated herein by reference. Contributions
      shall be made by the Bank to the Retirement Income Trust Fund (i) within
      seventy-five (75) days of establishment of such trust, and (ii) within the
      first
      thirty (30) days of the beginning of each subsequent Plan Year, unless this
      Section expressly provides otherwise. Phantom Contributions, if any, shall
      be
      recorded in the Accrued Benefit Account within the first thirty (30) days of
      the
      beginning of each applicable Plan Year, unless this Section expressly provides
      otherwise. Phantom Contributions shall accrue interest at a rate equal to the
      Interest Factor, during the Payout Period, until the balance of the Accrued
      Benefit Account has been fully distributed. Interest on any Phantom Contribution
      shall not commence until such Payout Period commences.





The
      Administrator shall review the schedule of annual Contributions (or Phantom
      Contributions) provided for in Exhibit A (i) within thirty (30) days prior
      to
      the close of each Plan Year and (ii) if the Director is employed by the Bank
      until attaining Benefit Age, on or immediately before attainment of such Benefit
      Age. Such review shall consist of an evaluation of the accuracy of all
      assumptions used to establish the schedule of Contributions (or Phantom
      Contributions). Provided that (i) the Director has not exercised his withdrawal
      rights pursuant to Subsection 2.2 and (ii) the investments contained in the
      Retirement Income Trust Fund have been deemed reasonable by the Bank, the
      Administrator shall prospectively amend or supplement the schedule of
      Contributions provided for in Exhibit A should the Administrator determine
      during any such


10


review
      that an
      increase in or supplement
      to the
      schedule of Contributions is necessary in order to adequately fund the
      Retirement Income Trust Fund so as to provide an annual benefit (or to provide
      the lump sum equivalent of such benefit, as applicable) equal to the
      Supplemental Retirement Income Benefit, on an after-tax basis, commencing at
      Benefit Age and payable for the duration of the Payout Period.





(b) Withdrawal
      Rights Not Exercised.


(1) Contributions
      Made Annually


If
      the
      Director does not exercise any withdrawal rights pursuant to Subsection 2.2,
      the
      annual Contributions to the Retirement Income Trust Fund shall continue each
      year, unless this Subsection 2.1(b) specifically states otherwise, until the
      earlier of (i) the last Plan Year that Contributions are required pursuant
      to
      Exhibit A, or (ii) the Plan Year of the Director's termination of
      service.





(2) Termination
      Following a Change in Control


If
      the
      Director does not exercise his withdrawal rights pursuant to Subsection 2.2
      and
      a Change in Control occurs at the Bank, followed within thirty-six (36) months
      by either (i) the Director's involuntary termination of service, or (ii)
      Director's voluntary termination of service after: (A) a material change in
      the
      Director's function, duties, or responsibilities, which change would cause
      the
      Director's position to become one of lesser responsibility, importance, or
      scope
      from the position the Director held at the time of the Change in Control, (B)
      a
      relocation of the Director's principal place of service by more than thirty
      (30)
      miles from its location prior to the Change in Control, or (C) a material
      reduction in the benefits and perquisites to the Director from those being
      provided at the time of the Change in Control, the Emeritus Contributions as
      set
      forth on Schedule A shall continue to be required of the Bank. The Bank shall
      be
      required to make an immediate lump sum Contribution to the Director's Retirement
      Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution
      required for the Plan Year in which such termination occurs, if not yet made,
      plus (ii) the present value (computed using a discount rate equal to the
      Interest Factor) of all remaining Emeritus Contributions to the Retirement
      Income Trust Fund, and (iii) the present value (computed using the a discount
      rate equal to the Interest Factor) of the interest only component of the
      Elective Contribution; provided, however, that, if necessary, an additional
      amount shall be contributed to the Retirement Income Trust Fund which is
      sufficient to


11


provide
      the Director with after-tax benefits (assuming a constant tax rate equal to
      the
      rate in effect as of the date of Director = s
      termination) beginning at Benefit Age following such termination, equal in
      amount to that benefit which would have been payable to the Director if no
      secular trust had been implemented and the benefit obligation had been accrued
      under APB Opinion No. 12, as amended by FAS 106.





(3) Termination
      For Cause


If
      the
      Director does not exercise his withdrawal rights pursuant to Subsection 2.2,
      and
      is terminated for Cause pursuant to Subsection 5.2, no further Contribution(s)
      to the Retirement Income Trust Fund shall be required of the Bank, and if not
      yet made, no Contribution shall be required for the Plan Year in which such
      termination for Cause occurs.





(4) Voluntary or Involuntary Termination of Service .


If
      the
      Director does not exercise his withdrawal rights pursuant to
      Subsection 2.2, and the Director's service with the Bank is voluntarily or
      involuntarily terminated for any reason, including a termination due to
      disability of the Director but excluding termination for Cause, or termination
      following a Change in Control within thirty-six (36) months of such Change
      in
      Control, no further Contribution(s), as defined in Subsection 1.14, to the
      Retirement Income Trust Fund shall be required of the Bank, and if not yet
      made,
      no Contribution shall be required for the Plan Year in which such termination
      occurs. Notwithstanding the above, the Bank will be required to make annual
      payments to Director’s Retirement Income Trust Fund determined as
      follows:




1.
            Determine
                what the accrued liability would have been as of the Director’s date of
                termination, had no secular trust been
                implemented.


2.
            Determine
                the benefit payable, beginning at the Benefit Age, for 180 months
                which
                that accrued liability would support had interest been added to that
                liability on an annual basis using the Accrued Benefit Interest Factor
                set
                forth in Exhibit A.


3.
            The
                Bank shall make payments to the Director’s Retirement Income Trust Fund on
                an annual basis in amounts equal to the accrued interest expense
                which
                would have been recorded absent the secular trust
                arrangement.


12








(5) Death
      During Service .


If
      the
      Director does not exercise any withdrawal rights pursuant to
      Subsection 2.2, and dies while employed by the Bank, and if, following the
      Director = s
      death,
      the assets of the Retirement Income Trust Fund are insufficient to provide
      the
      Supplemental Retirement Income Benefit to which the Director is entitled, the
      Bank shall be required to make a Contribution to the Retirement Income Trust
      Fund equal to the sum of the remaining Contributions set forth on Exhibit A,
      after taking into consideration any payments under any life insurance policies
      that may have been obtained on the Director = s
      life by
      the Retirement Income Trust Fund. Such final contribution shall be payable
      in a
      lump sum to the Retirement Income Trust Fund within thirty (30) days of the
      Director = s
      death.





(c) Withdrawal
      Rights Exercised.


(1) Phantom
      Contributions Made Annually .


If
      the
      Director exercises his withdrawal rights pursuant to Subsection 2.2, no further
      Contributions to the Retirement Income Trust Fund shall be required of the
      Bank.
      Thereafter, Phantom Contributions shall be recorded annually in the Director's
      Accrued Benefit Account within thirty (30) days of the beginning of each Plan
      Year, commencing with the first Plan Year following the Plan Year in which
      the
      Director exercises his withdrawal rights. Such Phantom Contributions shall
      continue to be recorded annually, unless this Subsection 2.1(c) specifically
      states otherwise, until the earlier of (i) the last Plan Year that Phantom
      Contributions are required pursuant to Exhibit A, or (ii) the Plan Year of
      the
      Director's termination of service.





(2) Termination
      Following a Change in Control


If
      the
      Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom
      Contributions shall commence in the Plan Year following the Plan Year in which
      the Director first exercises his withdrawal rights. If a Change in Control
      occurs at the Bank, and within thirty-six (36) months of such Change in Control,
      the Director's service is either (i) involuntarily terminated, or (ii)
      voluntarily terminated by the Director after: (A) a material change in the
      Director's function, duties, or responsibilities, which change would cause
      the
      Director's position to become one of lesser responsibility, importance, or
      scope
      from the position the Director held at the time of the Change in Control, (B)
      a
      relocation of the Director's principal place of service by more than thirty
      (30)
      miles from its location prior to the Change in Control, or (C) a material
      reduction in the


13


benefits
      and perquisites to the Director from those being provided at the time of the
      Change in Control, the Phantom Contribution set forth below shall be required
      of
      the Bank. The Bank shall be required to record a lump sum Phantom Contribution
      in the Accrued Benefit Account within ten (10) days of the Director = s
      termination of service equal to (i) the full Emeritus Contribution required
      for
      the Plan Year in which such termination occurs, if not yet made, plus (ii)
      the
      present value (computed using a discount rate equal to the Interest Factor)
      of
      all remaining Emeritus Contributions to the Retirement Income Trust Fund, and
      (iii) the present value (computed using the a discount rate equal to the
      Interest Factor) of the interest only component of the Elective Contribution.
      The amount of such final Phantom Contribution shall be actuarially determined
      based on the Phantom Contribution required, at such time, in order to provide
      a
      benefit via this Agreement equal in amount to that benefit which would have
      been
      payable to the Director if no secular trust had been implemented and the benefit
      obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.
      (Such actuarial determination shall reflect the fact that amounts shall be
      payable from both the Accrued Benefit Account as well as the Retirement Income
      Trust Fund and shall also reflect the amount and timing of any withdrawal(s)
      made by the Director from the Retirement Income Trust Fund pursuant to
      Subsection 2.2.)





(3) Termination
      For Cause


If
      the
      Director is terminated for Cause pursuant to Subsection 5.2, the entire balance
      of the Director = s
      Accrued
      Benefit Account at the time of such termination, which shall include any Phantom
      Contributions which have been recorded plus interest accrued on such Phantom
      Contributions, shall be forfeited.





(4) Voluntary
      and  Involuntary
      Termination of Service .


If
      the
      Director exercises his withdrawal rights pursuant to Subsection 2.2, and the
      Director's service with the Bank is voluntarily or involuntarily terminated
      for
      any reason including termination due to disability of the Director, but
      excluding termination for Cause, or termination following a Change in Control,
      within thirty (30) days of such termination of service, no further Phantom
      Contributions shall be required of the Bank. Interest, at a rate equal to the
      Interest Factor, shall accrue on such Phantom Contributions until the Director’s
      Benefit Eligibility Date.





14





(5) Death
      During Service .


If
      the
      Director exercises his withdrawal rights pursuant to Subsection 2.2, and
      dies while employed by the Bank, Phantom Contributions included on Exhibit
      A
      shall be required of the Bank. Such Phantom Contributions shall commence in
      the
      Plan Year following the Plan Year in which the Director exercises his withdrawal
      rights and shall continue through the Plan Year in which the Director dies.
      The
      Bank shall also be required to record a final Phantom Contribution within thirty
      (30) days of the Director = s
      death.
      The amount of such final Phantom Contribution shall be actuarially determined
      based on the Phantom Contribution required at such time (if any), in order
      to
      provide a benefit via this Agreement equivalent to the Supplemental Retirement
      Income Benefit commencing within thirty (30) days of the date the Administrator
      receives notice of the Director = s
      death
      and continuing for the duration of the Payout Period. (Such actuarial
      determination shall reflect the fact that amounts shall be payable from the
      Accrued Benefit Account as well as the Retirement Income Trust Fund and shall
      also reflect the amount and timing of any withdrawal(s) made by the Director
      pursuant to Subsection 2.2.)





2.2
            Withdrawals
                From Retirement Income Trust
                Fund.


Exercise
      of withdrawal rights by the Director pursuant to the Edward Stokes Grantor
      Trust
      agreement shall terminate the Bank's obligation to make any further
      Contributions to the Retirement Income Trust Fund, and the Bank = s
      obligation to record Phantom Contributions pursuant to Subsection 2.1(c) shall
      commence. For purposes of this Subsection 2.2, A exercise
      of withdrawal rights @ shall
      mean those withdrawal rights to which the Director is entitled under Article
      III
      of the Edward Stokes Grantor Trust agreement and shall exclude any distributions
      made by the trustee of the Retirement Income Trust Fund to the Director for
      purposes of payment of income taxes in accordance with Subsection 2.1 of this
      Agreement and the tax reimbursement formula contained in the trust document,
      or
      other trust expenses properly payable from the Edward Stokes Grantor Trust
      pursuant to the provisions of the trust document.





2.3
            Benefits
                Payable From Retirement Income Trust
                Fund


Notwithstanding
      anything else to the contrary in this Agreement, in the event that the trustee
      of the Retirement Income Trust Fund purchases a life insurance policy with
      the
      Contributions to and, if applicable, earnings of the Trust, and such life
      insurance policy is intended to continue in force beyond the Payout Period
      for
      the disability or retirement benefits payable from the


15


Retirement
      Income Trust Fund pursuant to this Agreement, then the trustee shall have
      discretion to determine the portion of the cash value of such policy available
      for purposes of annuitizing the Retirement Income Trust Fund (it being
      understood that for purposes of this Section 2.3, A annuitizing @ does not
      mean surrender of such policy and annuitizing of the cash value received upon
      such surrender) to provide the disability or retirement benefits payable under
      this Agreement, after taking into consideration the amounts reasonably believed
      to be required in order to maintain the cash value of such policy to continue
      such policy in effect until the death of the Director and payment of death
      benefits thereunder.





**SECTION
      III**


**RETIREMENT
      BENEFIT**





3.1
            (a)Normal
                form of payment.


If
      (i)
      the Director is employed with the Bank until reaching his Benefit Age and (ii)
      the Director has not made a Timely Election to receive a lump sum benefit,
      this
      Subsection 3.1(a) shall be controlling with respect to retirement
      benefits.





The
      Retirement Income Trust Fund, measured as of the Director's Benefit Age, shall
      be annuitized (using the Interest Factor) into monthly installments and shall
      be
      payable for the Payout Period. Such benefit payments shall commence on the
      Director's Benefit Eligibility Date. Should Retirement Income Trust Fund assets
      actually earn a rate of return, following the date such balance is annuitized,
      which is less than the rate of return used to annuitize the Retirement Income
      Trust Fund, no additional contributions to the Retirement Income Trust Fund
      shall be required by the Bank in order to fund the final benefit payment(s)
      and
      make up for any shortage attributable to the less-than-expected rate of return.
      Should Retirement Income Trust Fund assets actually earn a rate of return,
      following the date such balance is annuitized, which is greater than the rate
      of
      return used to annuitize the Retirement Income Trust Fund, the final benefit
      payment to the Director (or his Beneficiary) shall distribute the excess amounts
      attributable to the greater-than-expected rate of return. The Director may
      at
      anytime during the Payout Period request to receive the unpaid balance of his
      Retirement Income Trust Fund in a lump sum payment. If such a lump sum payment
      is requested by the Director, payment of the balance of the Retirement Income
      Trust Fund in such lump sum form shall be made only if the Director gives notice
      to both


16


the
      Administrator and trustee in writing. Such lump sum payment shall be payable
      within thirty (30) days of such notice. In the event the Director dies at any
      time after attaining his Benefit Age, but prior to commencement or completion
      of
      all monthly payments due and owing hereunder, (i) the trustee of the Retirement
      Income Trust Fund shall pay to the Director's Beneficiary the monthly
      installments (or a continuation of such monthly installments if they have
      already commenced) for the balance of months remaining in the Payout Period,
      or
      (ii) the Director's Beneficiary may request to receive the unpaid balance of
      the
      Director's Retirement Income Trust Fund in a lump sum payment. If a lump sum
      payment is requested by the Beneficiary, payment of the balance of the
      Retirement Income Trust Fund in such lump sum form shall be made only if the
      Director's Beneficiary notifies both the Administrator and trustee in writing
      of
      such election within ninety (90) days of the Director's death. Such lump sum
      payment shall be payable within thirty (30) days of such notice.





The
      Director = s
      Accrued
      Benefit Account (if applicable), measured as of the Director = s
      Benefit
      Age, shall be annuitized (using the Interest Factor) into monthly installments
      and shall be payable for the Payout Period. Such benefit payments shall commence
      on the Director = s
      Benefit
      Eligibility Date. In the event the Director dies at any time after attaining
      his
      Benefit Age, but prior to commencement or completion of all the payments due
      and
      owing hereunder, (i) the Bank shall pay to the Director = s
      Beneficiary the same monthly installments (or a continuation of such monthly
      installments if they have already commenced) for the balance of months remaining
      in the Payout Period.





(b) Alternative
      payout option.


If
      (i)
      the Director is employed with the Bank until reaching his Benefit Age, and
      (ii)
      the Director has made a Timely Election to receive a lump sum benefit, this
      Subsection 3.1(b) shall be controlling with respect to retirement benefits.





The
      balance of the Retirement Income Trust Fund and the Accrued Benefit Account
      (if
      applicable), measured as of the Director = s
      Benefit
      Age, shall be paid to the Director in a lump sum on his Benefit Eligibility
      Date. In the event the Director dies after becoming eligible for such payment
      (upon attainment of his Benefit Age), but before the actual payment is made,
      his


17


Beneficiary
      shall be entitled to receive the lump sum benefit in accordance with this
      Subsection 3.1(b) within thirty (30) days of the date the Administrator receives
      notice of the Director’s death. Notwithstanding the foregoing, unless the Director has made a Timely Election
      to
      receive a lump sum distribution from the Accrued Benefit Account, distributions
      from the Accrued Benefit Account will be paid over the Payout Period, commencing
      within thirty (30) days of the Director’s Benefit Age.





**SECTION
      IV**


**PRE-RETIREMENT
      DEATH BENEFIT**





4.1
            (a)Normal
                form of payment.


If
      (i)
      the Director dies while employed by the Bank, and (ii) the Director has not
      made
      a Timely Election to receive a lump sum benefit, this Subsection 4.1(a) shall
      be
      controlling with respect to pre-retirement death benefits.





The
      balance of the Director = s
      Retirement Income Trust Fund, measured as of the later of (i) the
      Director = s
      death,
      or (ii) the date any final lump sum Contribution is made pursuant to Subsection
      2.1(b), shall be annuitized (using the Interest Factor) into monthly
      installments and shall be payable for the Payout Period. Such benefits shall
      commence within thirty (30) days of the date the Administrator receives notice
      of the Director = s
      death.
      Should Retirement Income Trust Fund assets actually earn a rate of return,
      following the date such balance is annuitized, which is less than the rate
      of
      return used to annuitize the Retirement Income Trust Fund, no additional
      contributions to the Retirement Income Trust Fund shall be required by the
      Bank
      in order to fund the final benefit payment(s) and make up for any shortage
      attributable to the less-than-expected rate of return. Should Retirement Income
      Trust Fund assets actually earn a rate of return, following the date such
      balance is annuitized, which is greater than the rate of return used to
      annuitize the Retirement Income Trust Fund, the final benefit payment to the
      Director = s
      Beneficiary shall distribute the excess amounts attributable to the
      greater-than-expected rate of return. The Director = s
      Beneficiary may request to receive the unpaid balance of the
      Director = s
      Retirement Income Trust Fund in a lump sum payment. If a lump sum payment is
      requested by the Beneficiary, payment of the balance of the Retirement Income
      Trust Fund in such lump sum form shall be made only if the Director = s
      Beneficiary notifies both the Administrator and trustee


18


in
      writing of such election within ninety (90) days of the Director = s
      death.
      Such lump sum payment shall be made within thirty (30) days of such
      notice.





The
      Director = s
      Accrued
      Benefit Account (if applicable), measured as of the later of (i) the
      Director's death or (ii) the date any final lump sum Phantom Contribution is
      recorded in the Accrued Benefit Account pursuant to Subsection 2.1(c), shall
      be
      annuitized (using the Interest Factor) into monthly installments and shall
      be
      payable to the Director's Beneficiary for the Payout Period. Such benefit
      payments shall commence within thirty (30) days of the date the Administrator
      receives notice of the Director = s
      death,
      or if later, within thirty (30) days after any final lump sum Phantom
      Contribution is recorded in the Accrued Benefit Account in accordance with
      Subsection 2.1(c).





(b) Alternative
      payout option .


If
      (i)
      the Director dies while employed by the Bank, and (ii) the Director has made
      a
      Timely Election to receive a lump sum benefit, this Subsection 4.1(b) shall
      be
      controlling with respect to pre-retirement death benefits.





The
      balance of the Director = s
      Retirement Income Trust Fund and the Accrued Benefit Account (if applicable),
      measured as of the later of (i) the Director = s
      death,
      or (ii) the date any final lump sum Contribution is made pursuant to Subsection
      2.1(b), shall be paid to the Director's Beneficiary in a lump sum within thirty
      (30) days of the date the Administrator receives notice of the Director's
      death. Notwithstanding the foregoing, unless the Director has made a Timely Election
      to
      receive a lump sum distribution with respect to the Accrued Benefit Account,
      distributions from the Accrued Benefit Account will be paid over the Payout
      Period commencing within thirty (30) days of the date the Administrator receives
      notice of the Director = s
      death.





**SECTION
      V**


**BENEFIT(S)
      IN THE EVENT OF TERMINATION OF SERVICE**


**PRIOR
      TO BENEFIT AGE**





5.1
            Voluntary
                or Involuntary Termination of Service Other Than for Cause.
                In the event the Director=s
                service with the Bank is voluntarily or involuntarily terminated
                prior to
                Benefit Age,


19


for
      any
      reason, including a Change in Control, but excluding (i) any disability related
      termination for which the Board of Directors has approved early payment of
      benefits pursuant to Subsection 6.1, (ii) the Director's pre-retirement death,
      which shall be covered in Section IV, (iii) or termination for Cause, which
      shall be covered in Subsection 5.2, the Director (or his Beneficiary) shall
      be
      entitled to receive benefits in accordance with this Subsection 5.1. Payments
      of
      benefits pursuant to this Subsection 5.1 shall be made in accordance with
      Subsection 5.1(a) or 5.1(b) below, as applicable.





(a) Normal
      form of payment .


(1) Director
      Lives Until Benefit Age


If
      (i)
      after such termination, the Director lives until attaining his Benefit Age,
      and
      (ii) the Director has not made a Timely Election to receive a lump sum benefit,
      this Subsection 5.1(a)(1) shall be controlling with respect to retirement
      benefits.





The
      Retirement Income Trust Fund, measured as of the Director's Benefit Age, shall
      be annuitized (using the Interest Factor) into monthly installments and shall
      be
      payable for the Payout Period. Such payments shall commence on the Director's
      Benefit Eligibility Date. Should Retirement Income Trust Fund assets actually
      earn a rate of return, following the date such balance is annuitized, which
      is
      less than the rate of return used to annuitize the Retirement Income Trust
      Fund,
      no additional contributions to the Retirement Income Trust Fund shall be
      required by the Bank in order to fund the final benefit payment(s) and make
      up
      for any shortage attributable to the less-than-expected rate of return. Should
      Retirement Income Trust Fund assets actually earn a rate of return, following
      the date such balance is annuitized, which is greater than the rate of return
      used to annuitize the Retirement Income Trust Fund, the final benefit payment
      to
      the Director (or his Beneficiary) shall distribute the excess amounts
      attributable to the greater-than-expected rate of return. The Director may
      at
      anytime during the Payout Period request to receive the unpaid balance of his
      Retirement Income Trust Fund in a lump sum payment. If such a lump sum payment
      is requested by the Director, payment of the balance of the Retirement Income
      Trust Fund in such lump sum form shall be made only if the Director gives notice
      to both the Administrator and trustee in writing. Such lump sum payment shall
      be
      payable within thirty (30) days of such notice. In the event the Director dies
      at any time after attaining his Benefit Age, but prior to commencement or
      completion of all monthly payments due and owing hereunder, (i)


20


the
      trustee of the Retirement Income Trust Fund shall pay to the Director's
      Beneficiary the monthly installments (or a continuation of the monthly
      installments if they have already commenced) for the balance of months remaining
      in the Payout Period, or (ii) the Director's Beneficiary may request to receive
      the unpaid balance of the Director's Retirement Income Trust Fund in a lump
      sum
      payment. If a lump sum payment is requested by the Beneficiary, payment of
      the
      balance of the Retirement Income Trust Fund in such lump sum form shall be
      made
      only if the Director's Beneficiary notifies both the Administrator and trustee
      in writing of such election within ninety (90) days of the Director's death.
      Such lump sum payment shall be made within thirty (30) days of such
      notice.





The
      Director = s
      Accrued
      Benefit Account (if applicable), measured as of the Director = s
      Benefit
      Age, shall be annuitized (using the Interest Factor) into monthly installments
      and shall be payable for the Payout Period. Such benefit payments shall commence
      on the Director = s
      Benefit
      Eligibility Date. In the event the Director dies at any time after attaining
      his
      Benefit Age, but prior to commencement or completion of all the payments due
      and
      owing hereunder, (i) the Bank shall pay to the Director = s
      Beneficiary the same monthly installments (or a continuation of such monthly
      installments if they have already commenced) for the balance of months remaining
      in the Payout Period.





(2) Director
      Dies Prior to Benefit Age


If
      (i)
      after such termination, the Director dies prior to attaining his Benefit Age,
      and (ii) the Director has not made a Timely Election to receive a lump sum
      benefit, this Subsection 5.1(a)(2) shall be controlling with respect to
      retirement benefits.





The
      Retirement Income Trust Fund, measured as of the date of the Director's death,
      shall be annuitized (using the Interest Factor) into monthly installments and
      shall be payable for the Payout Period. Such payments shall commence within
      thirty (30) days of the date the Administrator receives notice of the Director's
      death. Should Retirement Income Trust Fund assets actually earn a rate of
      return, following the date such balance is annuitized, which is less than the
      rate of return used to annuitize the Retirement Income Trust Fund, no additional
      contributions to the Retirement Income Trust Fund shall be required by the
      Bank
      in order to fund the final benefit payment(s) and make up for any shortage
      attributable to the less-than-expected


21


rate
      of
      return. Should Retirement Income Trust Fund assets actually earn a rate of
      return, following the date such balance is annuitized, which is greater than
      the
      rate of return used to annuitize the Retirement Income Trust Fund, the final
      benefit payment to the Director's Beneficiary shall distribute the excess
      amounts attributable to the greater-than-expected rate of return. The Director's
      Beneficiary may request to receive the unpaid balance of the Director's
      Retirement Income Trust Fund in the form of a lump sum payment. If a lump sum
      payment is requested by the Beneficiary, payment of the balance of the
      Retirement Income Trust Fund in such lump sum form shall be made only if the
      Director's Beneficiary notifies both the Administrator and trustee in writing
      of
      such election within ninety (90) days of the Director's death. Such lump sum
      payment shall be made within thirty (30) days of such notice.





The
      Director = s
      Accrued
      Benefit Account (if applicable), measured as of the date of the
      Director = s
      death,
      shall be annuitized (using the Interest Factor) into monthly installments and
      shall be payable for the Payout Period. Such payments shall commence within
      thirty (30) days of the date the Administrator receives notice of the
      Director = s
      death.





(b) Alternative
      Payout Option .


(1) Director
      Lives Until Benefit Age


If
      (i)
      after such termination, the Director lives until attaining his Benefit Age,
      and
      (ii) the Director has made a Timely Election to receive a lump sum benefit,
      this
      Subsection 5.1(b)(1) shall be controlling with respect to retirement benefits.





The
      balance of the Retirement Income Trust Fund and the Accrued Benefit Account
      (if
      applicable), measured as of the Director's Benefit Age, shall be paid to the
      Director in a lump sum on his Benefit Eligibility Date. In the event the
      Director dies after becoming eligible for such payment (upon attainment of
      his
      Benefit Age), but before the actual payment is made, his Beneficiary shall
      be
      entitled to receive the lump sum benefit in accordance with this Subsection
      5.1(b)(1) within thirty (30) days of the date the Administrator receives notice
      of the Director's death. Notwithstanding the foregoing, unless the Director has made a Timely Election
      to
      receive a lump sum distribution from the Accrued Benefit Account, distributions
      from the Accrued Benefit Account will be paid over the Payout Period, commencing
      within thirty (30) days of the Director’s Benefit Age.


22





(2) Director
      Dies Prior to Benefit Age


If
      (i)
      after such termination, the Director dies prior to attaining his Benefit Age,
      and (ii) the Director has made a Timely Election to receive a lump sum benefit,
      this Subsection 5.1(b)(2) shall be controlling with respect to pre-retirement
      death benefits.





The
      balance of the Retirement Income Trust Fund and the Accrued Benefit Account
      (if
      applicable), measured as of the date of the Director's death, shall be paid
      to
      the Director's Beneficiary within thirty (30) days of the date the Administrator
      receives notice of the Director's death. Notwithstanding the foregoing, unless the Director has made a Timely Election
      to
      receive a lump sum distribution with respect to the Accrued Benefit Account,
      distributions from the Accrued Benefit Account will be paid over the Payout
      Period commencing within thirty (30) days of the date the Administrator receives
      notice of the Director = s
      death.





5.2
            Termination
                For Cause.


If
      the
      Director is terminated for Cause, all benefits under this Agreement, other
      than
      those which can be paid from previous Contributions to the Retirement Income
      Trust Fund (and earnings on such Contributions), shall be forfeited.
      Furthermore, no further Contributions (or Phantom Contributions, as applicable)
      shall be required of the Bank for the year in which such termination for Cause
      occurs (if not yet made). The Director shall be entitled to receive a benefit
      in
      accordance with this Subsection 5.2.





The
      balance of the Director = s
      Retirement Income Trust Fund shall be paid to the Director in a lump sum on
      his
      Benefit Eligibility Date. In the event the Director dies prior to his Benefit
      Eligibility Date, his Beneficiary shall be entitled to receive the balance
      of
      the Director's Retirement Income Trust Fund in a lump sum within thirty (30)
      days of the date the Administrator receives notice of the Director's death.



















23


**SECTION
      VI**


**OTHER
      BENEFITS**





6.1
            (a)Disability
                Benefit.


If
      the
      Director's service is terminated prior to Benefit Age due to a disability that
      meets the criteria set forth below, the Director may request to receive the
      Disability Benefit in lieu of the retirement benefit(s) available pursuant
      to
      Section 5.1 (which is (are) not available prior to the Director's Benefit
      Eligibility Date).





In
      any
      instance in which it is determined by a duly licensed, independent physician
      selected by the Bank, that the Director is
      “disabled,” the
      Director shall be entitled to receive a lump sum Disability Benefit
      hereunder.  For
      these
      purposes, a distribution from the Accrued Benefit Account (but not the
      Retirement Income Trust Fund) shall require a determination that the Director
      is “disabled”
      within the meaning of proposed Treasury Regulation Section
      1.409A-3(g)(4). The
      Director shall be entitled to the following lump sum benefit(s) in lieu of
      any
      benefits under Subsection 5.1. The lump sum benefit(s) to which the Director
      is
      entitled shall include: (i) the balance of the Retirement Income Trust Fund,
      plus (ii) the balance of the Accrued Benefit Account (if applicable). The
      benefit(s) shall be paid within thirty (30) days following the date of the
      Director's final disability determination. In the event the Director dies after
      becoming eligible for such payment(s) but before the actual payment(s) is (are)
      made, his Beneficiary shall be entitled to receive the benefit(s) provided
      for
      in this Subsection 6.1(a) within thirty (30) days of the date the Administrator
      receives notice of the Director's death.





(b) Disability
      Benefit - Supplemental .


Furthermore,
      if Board of Director approval is obtained within thirty (30) days of the
      Director = s
      death,
      the Bank shall make a direct, lump sum payment to the Director's Beneficiary
      in
      an amount equal to the sum of all remaining Contributions (or Phantom
      Contributions) set forth in Exhibit A, but not required pursuant to Subsection
      2.1(b) (or 2.1(c)) due to the Director's disability-related termination. Such
      lump sum payment, if approved by the Board of Directors, shall be payable to
      the
      Director = s
      Beneficiary within thirty (30) days of such Board of Director
      approval.





24


6.2
            Additional
                Death Benefit - Burial Expense.


Upon
      the
      Director = s
      death,
      the Director = s
      Beneficiary shall also be entitled to receive a one-time lump sum death benefit
      in the amount of Ten Thousand Dollars ($10,000). This benefit shall be paid
      directly from the Bank to the Beneficiary and shall be provided specifically
      for
      the purpose of providing payment for burial and/or funeral expenses of the
      Director. Such death benefit shall be payable within thirty (30) days of the
      date the Administrator receives notice of the Director = s
      death.
      The Director = s
      Beneficiary shall not be entitled to such benefit if the Director is terminated
      for Cause prior to death.





**SECTION
      VII**


**BENEFICIARY
      DESIGNATION**





The
      Director shall make an initial designation of primary and secondary
      Beneficiaries upon execution of this Agreement and shall have the right to
      change such designation, at any subsequent time, by submitting to (i) the
      Administrator, and (ii) the
      trustee of the Retirement Income Trust Fund, in substantially the form attached
      as Exhibit B to this Agreement, a written designation of primary and secondary
      Beneficiaries. Any Beneficiary designation made subsequent to execution of
      this
      Agreement shall become effective only when receipt thereof is acknowledged
      in
      writing by the Administrator.








**SECTION
      VIII**


**DIRECTOR'S
      RIGHT TO ASSETS**





The
      rights of the Director, any Beneficiary, or any other person claiming through
      the Director under this Agreement, shall be solely those of an unsecured general
      creditor of the Bank. The Director, the Beneficiary, or any other person
      claiming through the Director, shall only have the right to receive from the
      Bank those payments or amounts so specified under this Agreement. The Director
      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 Agreement shall not
      be
      deemed to be held under any trust for the benefit of the Director or his
      Beneficiaries, unless such asset is contained in the rabbi trust described
      in


25


Section
      XII of this Agreement. Any such asset shall be and remain a general, unpledged
      asset of the Bank in the event of the Bank = s
      insolvency.





**SECTION
      IX**


**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, other than those
      Contributions required to be made to the Retirement Income Trust Fund. The
      Director, 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 replace such assets from time to time or
      to
      terminate its investment in such assets at any time, in whole or in part. At
      no
      time shall the Director 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
      Director, then the Director 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
      X**


**ACT
      PROVISIONS**





10.1
            Named
                Fiduciary and Administrator.
                The Bank, as Administrator, shall be the Named Fiduciary 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.


26





10.2
            Claims
                Procedure and Arbitration.
                In the event that benefits under this Agreement are not paid to the
                Director (or to his Beneficiary in the case of the Director'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 Administrator shall review
                the
                written claim and, if the claim is denied, in whole or in part, it
                shall
                provide in writing, within ninety (90) days of receipt of such claim,
                its
                specific reasons for such denial, reference to the provisions of
                this
                Agreement upon which the denial is based, and any additional material
                or
                information necessary to perfect the claim. Such writing by the
                Administrator shall further indicate the additional steps which must
                be
                undertaken by claimants if an additional review of the claim denial
                is
                desired.





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 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 upon which the decision is based.





If
      claimants continue to dispute the benefit denial based upon completed
      performance of this Plan and the 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 ( A 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.



















27


**SECTION
      XI**


**MISCELLANEOUS**





11.1
            No
                Effect on Employment Rights.
                Nothing contained herein will confer upon the Director 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 Director without regard to the
                existence of the Agreement.





11.2
            Governing
                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 or other applicable federal law and valid regulations
                published thereunder.





11.3
            Construction
                and Severability.
                The funding of and payment of benefits from the Accrued Benefit Account
                is
                deemed to be a nonqualified deferred compensation arrangement within
                the
                meaning of Code Section 409A. To the extent that the funding of a
                benefit
                under the Retirement Income Trust Fund under this Agreement is deemed
                to
                be a nonqualified deferred compensation arrangement, then that part
                of
                this Agreement shall also be operated, administered and construed
                consistent with Code Section 409A. To the extent that a provision
                of the
                Agreement fails to comply with Code Section 409A and a construction
                consistent with Code Section 409A is not possible, such provision
                shall bevoidabinitio.
                In addition, the Agreement shall be subject to amendment, with or
                without
                advance notice to Director and other interested parties, and on a
                prospective or retroactive basis, including but not limited to amendment
                in a manner that adversely affects the rights of Directors and other
                interested parties, to the extent necessary to effect compliance
                with Code
                Section 409A. 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.





11.4
            Treatment
                as a Director.
                For purposes of this Agreement, it is assumed that the Director is
                treated
                as a “director” in accordance with Proposed Treasury Regulation Section
                1.409A-1(h)(2). If under future guidance or rulings promulgated by
                the
                Internal Revenue Service or Treasury Department under Code Section
                409A it
                is determined that the Director should properly be


28


treated
      as an “employee” for purposes of this Agreement, distributions to the Director
      due to Separation from Service will be made in accordance with the provisions
      of
      Proposed Treasury Regulation Section 1.409A-1(h)(1).





11.5
            Incapacity
                of Recipient.
                In the event the Director 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 Director
                is
                entitled shall be paid to such conservator or other person legally
                charged
                with the care of his person or Estate.




11.6
            Unclaimed
                Benefit.
                The Director 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
                Director
                is not made known to the Bank as of the date upon which any payment
                of any
                benefits from the Accrued Benefit Account may first be made, the
                Bank
                shall delay payment of the Director's benefit payment(s) until the
                location of the Director is made known to the Bank; however, the
                Bank
                shall only be obligated to hold such benefit payment(s) for the Director
                until the expiration of thirty-six (36) months.





11.7
            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 Director
                or any
                other person for any claim, loss, liability or expense incurred in
                connection with the Agreement.





11.8
            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.





11.9
            Effect
                on Other Corporate Benefit Agreements.
                Nothing contained in this Agreement shall affect the right of the
                Director
                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 Bank's existing or future
                compensation structure.





11.10
            Suicide.
                Notwithstanding anything to the contrary in this Agreement, if the
                Director's death results from suicide, whether sane or insane, within
                twenty-six (26) months after execution of
                this


29


Agreement,
      all further Contributions to the Retirement Income Trust Fund (or Phantom
      Contributions recorded in the Accrued Benefit Account) shall thereupon cease,
      and no Contribution (or Phantom Contribution) shall be made by the Bank to
      the
      Retirement Income Trust Fund (or recorded in the Accrued Benefit Account) in
      the
      year such death resulting from suicide occurs (if not yet made). All benefits
      other than those available from previous Contributions to the Retirement Income
      Trust Fund under this Agreement shall be forfeited, and this Agreement shall
      become null and void. The balance of the Retirement Income Trust Fund, measured
      as of the Director's date of death, shall be paid to the Beneficiary within
      thirty (30) days of the date the Administrator receives notice of the Director's
      death.





11.11
            Inurement.
                This Agreement shall be binding upon and shall inure to the benefit
                of the
                Bank, its successors and assigns, and the Director, his successors,
                heirs,
                executors, administrators, and
                Beneficiaries.





11.12
            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.





11.13
            Establishment
                of a Rabbi Trust.The Bank shall establish a rabbi trust into which the Bank shall
                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 such rabbi trust agreement), until the contributed assets are
                paid to
                the Director and/or his Beneficiary in such manner and at such times
                as
                specified in this Agreement. It is the intention of the Bank that
                the
                contribution or contributions to the rabbi trust shall provide the
                Bank
                with a source of funds to assist it in meeting the liabilities of
                this
                Agreement.





11.14
            Source
                of Payments.
                All payments provided in this Agreement shall be timely paid in cash
                or
                check from the general funds of the Bank or the assets of the rabbi
                trust,
                to the extent made from the Accrued Benefit Account.








30








**SECTION
      XII**


**AMENDMENT/PLAN
      TERMINATION**





12.1
            Amendment
                or Plan Termination.
                The Bank intends this Agreement to be permanent,but
                reserves the right to amend or terminate the Agreement when such
                amendment
                or termination is required due to objection to the plan by the Bank's
                regulatory authorities.The
                Agreement may not be amended or terminated without the express written
                consent of the parties. Any amendment or termination of the Agreement
                shall be made pursuant to a resolution of the Board of Directors
                of the
                Bank and shall be effective as of the date of such resolution. No
                amendment or termination of the Agreement shall directly or indirectly
                deprive the Director of all or any portion of the Director's Retirement
                Income Trust Fund (and Accrued Benefit Account, if applicable) as
                of the
                effective date of the resolution amending or terminating the
                Agreement.





Notwithstanding
      the foregoing, if an individual Director’s agreement is subject to Code Section
      409A, :the Bank may terminate this Agreement only under the following
      circumstances and conditions:





(a)
            The
                Board of Directors may terminate the Agreement within 12 months of
                a
                corporate dissolution taxed under Code Section 331, or with approval
                of a
                bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the
                amounts deferred under the Agreement are included in the Director’s gross
                income in the latest of (i) the calendar year in which the Agreement
                terminates; (ii) the calendar year in which the amount is no longer
                subject to a substantial risk of forfeiture; or (iii) the first calendar
                year in which the payment is administratively
                practicable.





(b)
            The
                Board of Directors may terminate the Agreement within the 30 days
                preceding a Change in Control (but not following a Change in Control),
                provided that the Agreement shall only be treated as terminated if
                all
                substantially similar arrangements sponsored by the Bank are terminated
                so
                that the Director and all participants under substantially similar
                arrangements are required to receive all amounts of compensation
                deferred
                under the terminated arrangements within 12 months of the date of
                the
                termination of the
                arrangements.


31





(c)
            The
                Board of Directors may terminate the Agreement provided that (i)
                all
                arrangements sponsored by the Bank that would be aggregated with
                this
                Agreement under Proposed Regulation Section 1.409A-1(c) if the Director
                covered by this Agreement was also covered by any of those other
                arrangements are also terminated; (ii) no payments other than payments
                that would be payable under the terms of the arrangement if the
                termination had not occurred are made within 12 months of the termination
                of the arrangement; (iii) all payments are made within 24 months
                of the
                termination of the arrangements; and (iv) the Bank does not adopt
                a new
                arrangement that would be aggregated with any terminated arrangement
                under
                Proposed Regulation Section 1.409A-1(c) if the Director participated
                in
                both arrangements, at any time within five years following the date
                of
                termination of the arrangement.





12.2
            Director's
                Right to Payment Following Plan Termination.
                In the event of a termination of the Agreement, the Director shall
                be
                entitled to the balance, if any, of his Retirement Income Trust Fund
                (and
                Accrued Benefit Account, if applicable). However, if such termination
                is
                done in anticipation of or pursuant to aAChange
                in Control,@such balance(s) shall include the final Contribution (or final Phantom
                Contribution) made (or recorded) pursuant to Subsection 2.1(b)(2)
                (or
                2.1(c)(2)). Payment of the balance(s) of the Director's Retirement
                Income
                Trust Fund (and Accrued Benefit Account, if applicable) shall not
                be
                dependent upon his continuation of service with the Bank following
                the
                termination date of the Agreement. Payment of the balance(s) of the
                Director's Retirement Income Trust Fund (and Accrued Benefit Account,
                if
                applicable) shall be made in a lump sum within thirty (30) days of
                the
                date of termination of the
                Agreement.





**SECTION
      XIII**


**EXECUTION**





13.1
            This
                Agreement and the Edward Stokes Grantor Trust Agreement set 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 and the Edward
                Stokes Grantor Trust Agreement.


32





13.2
            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.

















**[Remainder
      of Page**  **Intentionally
      Left Blank]**


33


IN
      WITNESS WHEREOF, the Bank and the Director have caused this Agreement to be
      executed on the day and date first above written.





ATTEST:
            
            MAGYAR
                BANK:/s/
            
            By:
            /s/
              Elizabeth E. HanceTitle:
            President/CEOWITNESS:
            
            DIRECTOR:/s/
            
            /s/
              Edward Stokes











34








**CONDITIONS,
      ASSUMPTIONS,**


**AND**


**SCHEDULE
      OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS**








1.
            Interest
                Factor - for purposes of:





a.
            the
                Accrued Benefit Account - shall be six percent (6%) per annum, compounded
                monthly.





b.
            the
                Elective Contributions - shall be ten percent (10%) per annum, compounded
                monthly.





c.
            the
                Emeritus Contributions - shall be six percent (6%) per annum, compounded
                monthly.





d.
            the
                Retirement Income Trust Fund - for purposes of annuitizing the balance
                of
                the Retirement Income Trust Fund over the Payout Period, the trustee
                of
                the Edward Stokes Grantor Trust shall exercise discretion in selecting
                the
                appropriate rate given the nature of the investments contained in
                the
                Retirement Income Trust Fund and the expected return associated with
                the
                investments. For these purposes, if the trustee of the Retirement
                Income
                Trust Fund has purchased a life insurance policy, the trustee shall
                have
                the discretion to determine the portion of the cash value of such
                policy
                available for purposes of annuitizing the Retirement Income Trust
                Fund, in
                accordance with Section 2.3 of the Agreement.





2.
            The
                amount of the annual Emeritus Contributions (or Phantom Contributions)
                to
                the Retirement Income Trust Fund (or Accrued Benefit Account) has
                been
                based on the annual interest-adjusted accounting accruals which would
                be
                required of the Bank through the earlier of the Director=s
                death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended
                by
                FAS 106 and (ii) assuming a discount rate equal to six percent (6%)
                per
                annum, in order to provide a portion of the unfunded, non-qualified
                Supplemental Retirement Income Benefit. The Emeritus Contributions
                are
                calculated to support a benefit based upon**50%**of
                the Director’s total board fees, committee fees and/or retainer in the
                twelve months prior to Director’s Benefit Eligibility Date.





3.
            The
                amount of the annual Elective Contributions (or Phantom Contributions)
                to
                the Retirement Income Trust Fund (or Accrued Benefit Account) has
                been
                based on the annual interest-adjusted accounting accruals which would
                be
                required of the Bank through the earlier of the Director’s death or
                Benefit Age, (i) pursuant to APB Opinion No. 12, as amended by FAS
                106 and
                (ii) assuming a discount rate equal to ten percent (10%) per annum,
                in
                order to provide a portion of the unfunded, non-qualified Supplemental
                Retirement Income Benefit. Director has elected a monthly, pre-tax
                deferral of board fees, committee fess and/or retainer in the amount
                of**$1,000**per month until the last deferral has been made on December 1,
                2011.





4.
            For
                purposes of this Agreement, and benefit calculations under this Agreement,
                future increases in Board Fees after 2006 will be limited to the
                actual
                increase or four percent (4%), whichever is
                less.











Exhibit
      A








5.
            Supplemental
                Retirement Income Benefit means an actuarially determined annual
                amount
                equal to Forty-Nine Thousand One Hundred and Ninety-Three Dollars
                ($49,193) at age 65 if paid entirely from the Accrued Benefit Account
                or
                Thirty-One Thousand Four Hundred and Eighty-Four Dollars ($31,484)
                at age
                65 if paid from the Retirement Income Trust
                Fund.








The
      Supplemental Retirement Income Benefit:





!
            the
                definition of Supplemental Retirement Income Benefit has been incorporated
                into the Agreement for the sole purpose of actuarially establishing
                the
                amount of annual Contributions (or Phantom Contributions) to the
                Retirement Income Trust Fund (or Accrued Benefit Account). The amount
                of
                any actual retirement, pre-retirement or disability benefit payable
                pursuant to the Agreement will be a function of (i) the amount and
                timing
                of Contributions (or Phantom Contributions) to the Retirement Income
                Trust
                Fund (or Accrued Benefit Account) and (ii) the actual investment
                experience of such Contributions (or the monthly compounding rate
                of
                Phantom Contributions).








6.
            Schedule
                of Annual Gross Contributions/Phantom
                Contributions


Plan
                Year
            Elective
                Contributions
            Emeritus
                Contributions
            Total
                Contributions2004
            $12,670
            $28,213
            $40,8832005
            13,997
            11,750
            25,7472006
            15,463
            21,508
            36,9712007
            17,082
            24,009
            41,0912008
            18,871
            26,737
            45,6082009
            20,847
            29,710
            50,5572010
            23,029
            32,947
            55,9762011
            25,441
            36,472
            61,9132012
            15,435
            40,306
            55,7412013
            16,727
            27,344
            44,071














Exhibit
      A
      - Cont = d.











**RESTATED**


**DIRECTOR
      SUPPLEMENTAL RETIREMENT INCOME and**


**DEFERRED
      COMPENSATION AGREEMENT**


**BENEFICIARY
      DESIGNATION**





The
      Director, under the terms of the Restated Director Supplemental Retirement
      Income and Deferred Compensation Agreement executed by the Bank, dated the
      1st
      day of February, 2004, as amended and restated effective January 1, 2006, hereby
      designates the following Beneficiary(ies) 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:
      ______________________, 20__








WITNESS
            
            DIRECTOR




Exhibit
      B








**RESTATED**


**DIRECTOR
      SUPPLEMENTAL RETIREMENT INCOME and**


**DEFERRED
      COMPENSATION AGREEMENT**


**NOTICE
      OF ELECTION TO CHANGE FORM OF PAYMENT**





TO:
            Bank
              Attention:




I
      hereby
      give notice of my election to change the form of payment of my Supplemental
      Retirement Income Benefit, as specified below. **I
      understand that such notice,**  **in
      order to be effective, must be submitted in accordance with the time
      requirements described in Subsection 1.27 of my Restated Director Supplemental
      Retirement Income and Deferred Compensation Agreement.**





G
            I
                hereby elect to change the form of payment of my benefits from monthly
                installments throughout my Payout Period to a lump sum benefit
                payment.





G
            I
                hereby elect to change the form of payment of my benefits from a
                lump sum
                benefit payment to monthly installments throughout my Payout Period.
                Such
                election hereby revokes my previous notice of election to receive
                a lump
                sum form of benefit payments.





DIRECTORDATEACKNOWLEDGEDBY:TITLE:DATE





Exhibit
      C





**RESTATED**


**DIRECTOR
      SUPPLEMENTAL RETIREMENT INCOME and**


**DEFERRED
      COMPENSATION AGREEMENT**


**NOTICE
      OF ADJUSTMENT OF ELECTIVE CONTRIBUTION**


TO:
              Bank
                Attention:


I
      hereby
      give notice of my election to adjust the amount of my Elective Contribution
      in
      accordance with my Restated Director Supplemental Retirement Income and Deferred
      Compensation Agreement, dated the 1 st day of
      February, 2004, as amended and restated effective January 1, 2006. This notice
      is submitted thirty (30) days prior to January 1st, and shall become effective
      January 1st, as specified below.




Adjust
                deferral as of:
            January
                1st, 2___Previous
                Deferral Amount
            ____________
                per monthNew
                Deferral Amount
            ____________
                per month(to
                discontinue deferral, enter $0)





DIRECTORDATEACKNOWLEDGED
                BYTITLEDATE





Exhibit
      D