Exhibit 10.10


COLUMBIA BANK

STOCK-BASED DEFERRAL PLAN


 


		1.	Purpose.



 


The Columbia Bank Stock-Based Deferral
Plan provides eligible key executives and members of the Board of Directors of Columbia Bank with the opportunity to elect to defer
compensation received from Columbia Bank for their services and make deemed investments of that deferred compensation in shares
of Columbia Financial, Inc. common stock. The Columbia Bank Stock-Based Deferral Plan is intended to constitute a deferred compensation
plan that satisfies the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.


 


		2.	Definitions.



 


As used in the Plan, the following terms
have the meanings indicated:


 


Bank means Columbia Bank, a federal
savings bank.


 


Beneficiary has the meaning set
out in Section 14.


 


Board means the Board of Directors
of the Bank.


 


Change in Control means (a) with
respect to an Eligible Director, a “Change in Control” within the meaning of the Director Deferral Plan, and (b) with
respect to an Eligible Executive, a “Change in Control” within the meaning of the SIM.


 


Code means the Internal Revenue
Code of 1986, as amended.


 


Committee means the Compensation
Committee of the Board.


 


Company means Columbia Financial,
Inc., the holding company for the Bank.


 


Company Stock means the common stock
of the Company.


 


Compensation means, for an eligible
Executive or Director, the Executive’s or Director’s Base Compensation, Bonus Compensation and LTI Compensation, as
follows:


 


		(a)	Base Compensation for an Executive means the Executive’s base salary earned from the
Employer.



 


		(b)	Base Compensation for a Director means the Director’s total cash compensation (including
retainers and meeting fees) earned from the Employer.



 


		(c)	Bonus Compensation for an Executive means the Executive’s annual incentive award earned
under the Employer’s annual incentive plan, as applicable to the Executive.



 


		(d)	LTI Compensation for an Executive means the Executive’s long-term incentive award
earned under the Employer’s long-term incentive plan, as applicable to the Executive.



 




     


     


    

 


Deferred Stock Account means a bookkeeping
account reflecting the investment of a Participant’s deferred Compensation in Company Stock Units and any adjustments thereto.


 


Director means a member of the Board
of Directors of the Company, the Bank, or any other Employer.


 


Director Deferral Plan means the
Columbia Bank Director Deferred Compensation Plan.


 


Effective Date means March 1, 2018.


 


Election Form shall have the meaning
set out in Section 4(b)(v).


 


Eligible Director means a Director
eligible to participate in the Plan pursuant to Section 3(c).


 


Eligible Executive means an Executive
eligible to participate in the Plan pursuant to Section 3(c).


 


Employer means the Company and its
controlled group of organizations, as defined by Code section 414(b) and (c) and the regulations issued thereunder, including,
but not limited to, the Bank. An entity shall be considered a member of the Company’s controlled group only during the period
it is one of the group of organizations described in the preceding sentence.


 


Executive means any person who is
employed in a salaried classification by the Employer and receiving remuneration for personal services rendered in the employment
of the Employer.


 


Participant means an Eligible Executive
or Eligible Director who is a Participant pursuant to Section 3 of the Plan.


 


Performance Period means, with respect
to Bonus Compensation or LTI Compensation, the period for which such Bonus Compensation or LTI Compensation is calculated and determined.
For deferral election purposes under the Plan, a Performance Period shall be deemed to relate to the Plan Year in which the Performance
Period begins.


 


Plan means this Columbia Bank Stock-Based
Deferral Plan.


 


Plan Administrator means the Committee
or its delegate or delegates, which shall have the authority to administer the Plan. As of the Effective Date, the Committee has
delegated the responsibility for the operational administration of the Plan to the Bank’s Retirement Plan Committee. In turn,
the Bank’s Retirement Plan Committee has delegated the responsibility for the operational administration of the Plan to the
Bank’s Executive Vice President, Human Resources Officer. The Committee and Retirement Committee are authorized to rescind
such delegations and re-delegate operational responsibilities to other persons or parties at any time. References in this document
to the Plan Administrator shall be understood as referring to the party to which the Bank’s Retirement Plan Committee has
delegated its responsibility hereunder at the applicable time.


 


Plan Year means the calendar year.


 




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Separation from Service means Participant’s
separation from service as defined in Section 409A. In the event a Participant who is an Eligible Executive also provides services
other than as an Executive for the Employer, as determined under the prior sentence, such other services shall not be taken into
account in determining when a Separation from Service occurs to the extent permitted under Treas. Reg. § 1.409A-1(h)(5). The
term may also be used as a verb (i.e., “Separates from Service”) with no change in meaning.


 


SIM means the Columbia Bank Savings
Income Maintenance Plan.


 


Specified Employee means one of
the individuals identified in accordance with the principles set forth below.


 


		(a)	General. Any Participant who at any time during the applicable year is:



 


		(i)	An officer of any member of the Employer having annual compensation greater than $175,000 (as adjusted
for the applicable year under Section 416(i)(1) of the Code);



 


		(ii)	A 5-percent owner of any member of the Employer; or



 


		(iii)	A 1-percent owner of any member of the Employer having annual compensation of more than $150,000.



 


For purposes of (1) above, no
more than 50 employees identified in the order of their annual compensation shall be treated as officers. For purposes of this
Section, annual compensation means compensation as defined in Treas. Reg. §1.415(c)-2(a), without regard to Treas. Reg. §§1.415(c)-2(d),
1.415(c)-2(e), and 1.415(c)-2(g). The Plan Administrator shall determine who is a Specified Employee in accordance with Section
416(i) of the Code and the applicable regulations and other guidance of general applicability issued thereunder or in connection
therewith (provided, that Section 416(i)(5) of the Code shall not apply in making such determination), and provided further that
the applicable year shall be determined in accordance with Section 409A and that any modification of the foregoing definition that
applies under Section 409A shall be taken into account.


 


		(e)	Applicable Year. The Plan Administrator shall determine Specified Employees as of the last
day of each calendar year, based on compensation for such year, and such designation shall be effective for purposes of this Plan
for the twelve month period commencing on April 1st of the next following calendar year.



 


Stock Unit means a hypothetical
share of Company Stock. Each Stock Unit held in a Deferred Stock Account shall be deemed to have the same value, from time to time,
as a share of Company Stock.


 


30-Day Election Period shall have
the meaning set out in Section 4(b)(i).


 


Trust means a trust created for
the purposes specified in Section 7.


 




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Unforeseeable Emergency means a
severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant, the Participant’s
spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152(a), without
regard to Code Sections 152(b)(1), 152(b)(2) and 152(d)(1)(B)); (b) loss of the Participant’s property due to casualty; or
(c) any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
The Plan Administrator shall determine the occurrence of an Unforeseeable Emergency in accordance with Treas. Reg. §1.409A-3(i)(3)
and any guidelines established by the Plan Administrator.


 


		3.	Participation in the Plan.



 


		(a)	Eligibility to Participate. The Committee shall designate the Executives who shall be eligible
to participate in the Plan. The Executives who are eligible to participant in the Plan on the Effective Date are named on Appendix
A hereto. Each Director shall automatically be eligible to participate in the Plan. Participation in the Plan shall commence
upon the Eligible Executive’s or Eligible Director’s submission of a timely Election Form to the Plan Administrator
in the manner prescribed below.



 


		(b)	Termination of Deferral Eligibility and Termination of Participation. A Participant’s
eligibility to make and/or receive deferrals under the Plan shall cease on the earlier of: (i) the date the Participant incurs
a Separation from Service, or (ii) the date the Plan Administrator determines the Participant is no longer eligible to make deferrals
under the Plan, in either case the Participant’s “Election Termination Date.” A Participant’s having an
Election Termination Date shall not affect any election already made that otherwise has become irrevocable in accordance with the
rules of this Plan. An individual, who has been an active Participant under the Plan, ceases to be a Participant on the date his
or her Deferred Stock Account is fully paid out.



 


		4.	Deferrals.



 


		(a)	Elective Deferrals.



 


		(i)	Each Eligible Executive may make an election to defer under the Plan any whole percentage up to
100% or any specified dollar amount of his or her Base Compensation in the manner described in subsection (b)(i). Each Eligible
Director may make an election to defer under the Plan any whole percentage up to 100% of his or her Base Compensation in the manner
described in subsection (b)(i). Any Base Compensation deferred by an Eligible Executive or Eligible Director for a Plan Year shall
be deducted each pay period during the Plan Year for which he or she has Base Compensation and is an Eligible Executive or Eligible
Director. Base Compensation paid after the end of a Plan Year for services performed during the final payroll period beginning
in the preceding Plan Year shall be treated as Base Compensation for services in the subsequent Plan Year.



 




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		(ii)	Each Eligible Executive may make an election to defer under the Plan any whole percentage up to
100% of his or her Bonus Compensation in the manner described in subsection (b)(ii). Any Bonus Compensation deferred by an Eligible
Executive for a Plan Year will be deducted from his or her payment under the applicable bonus program at the time it would otherwise
be paid, provided he or she satisfies all conditions for payment that would apply in the absence of a deferral.



 


		(iii)	Each Eligible Executive may make an election to defer under the Plan any whole percentage up to
100% of his or her LTI Compensation in the manner described in subsection (b)(iii). Any LTI Compensation deferred by an Eligible
Executive for a Plan Year will be deducted from his or her payment under the applicable long-term incentive program at the time
it would otherwise be paid, provided he or she satisfies all conditions for payment that would apply in the absence of a deferral.



 


		(b)	Content and Timing of Deferral Election.



 


		(i)	Ordinarily an Eligible Executive or Eligible Director must make a deferral election for a Plan
Year with respect to Base Compensation no later than December 31 of the calendar year prior to the Plan Year in which the
Base Compensation is earned for services performed in such Plan Year (although the Plan Administrator may adopt policies that encourage
or require earlier submission of Election Forms). If December 31 is not a business day, the deadline shall be the last preceding
business day. However, an individual who newly becomes an Eligible Executive or Eligible Director will have 30 days from the date
the individual becomes an Eligible Executive or Eligible Director to make a deferral election with respect to Base Compensation
that is earned for services performed after the election is received (the “30-Day Election Period”). The 30-Day Election
Period may be used to make an election for Base Compensation earned in the Plan Year in which the individual becomes an Eligible
Executive. If a Base Compensation deferral election for a Plan Year is made in reliance on the 30-day rule, the Plan Administrator
shall apply the election only apply to Base Compensation earned for services performed after the date the election is received.



 


		(ii)	An Eligible Executive must make a deferral election with respect to his or her Bonus Compensation
for a Performance Period no later than December 31 of the calendar year prior to the Plan Year in which the Performance Period
begins (although the Plan Administrator may adopt policies that encourage or require earlier submission of Election Forms). If
December 31 is not a business day, the deadline shall be the last preceding business day for the applicable Bonus Compensation.
The 30-Day Election Period does not apply to Bonus Compensation.



 


		(iii)	An Eligible Executive must make a deferral election with respect to his or her LTI Compensation
for a Performance Period no later than December 31 of the calendar year prior to the Plan Year in which the Performance Period
begins (although the Plan Administrator may adopt policies that encourage or require earlier submission of Election Forms). If
December 31 is not a business day, the deadline shall be the last preceding business day for the applicable LTI Compensation. The
30-Day Election Period does not apply to LTI Compensation.



 




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		(iv)	Generally, an Eligible Executive must make a separation deferral election under (i), (ii) and (iii)
above for each category of a Plan Year’s compensation that is eligible for deferral. If a properly completed and executed
Election Form is not actually received by the Plan Administrator by the prescribed time in (i), (ii), or (iii) above, as applicable,
the Eligible Executive or Eligible Director will be deemed to have elected not to defer any Base Compensation, Bonus Compensation
or LTI Compensation, as the case may be, for the applicable Plan Year. Except as provided in the next sentence, an election is
irrevocable once received and determined by the Plan Administrator to be properly completed (and such determination shall be made
not later than the last date for making the election in question). Increases or decreases in the amount or percentage a Participant
elects to defer shall not be permitted during a Plan Year; provided that if a Participant receives a hardship distribution under
a cash or deferred profit sharing plan that is sponsored the Employer and such plan requires that deferrals under such plan be
suspended for a period of time following the hardship distribution, the Plan Administrator may cancel the Participant’s deferral
election under this Plan so that no deferrals shall be made during such suspension period. If an election is cancelled because
of a hardship distribution in accordance with the foregoing, such cancellation shall permanently apply to the deferral election
or elections for any Plan Year covered by such suspension period and the Participant will only be eligible to make a new deferral
election for the Plan Year that begins after the end of the suspension period pursuant to the rules in this Section 4.



 


		(v)	All deferral elections shall be made on a form or forms prescribed by the Plan Administrator (an
“Election Form”). The applicable Election Form may impose administrative requirements and limitations for deferral
elections (i.e., it may limit the amount of compensation subject to deferral as necessary to coordinate deferrals under multiple
plans of the Employer).



 


		(c)	Special Transfer Rule. Each Eligible Executive with an account balance under the SIM and
each Eligible Director with an account balance in the Director Deferral Plan may elect, not later than 30 days after the Effective
Date, to effect a one-time transfer of amounts accrued on his or her behalf under such plan to this Plan on an Election Form prescribed
by the Plan Administrator for this purpose. All transferred amounts shall thereafter be treated in the same manner as any other
Compensation deferred under this Plan and shall, for all purposes, be subject to the provisions of this Plan. Notwithstanding the
foregoing or any other provision of this Plan, all amounts transferred from the SIM and the Director Deferral Plan to this Plan
will be subject to the vesting schedule and time and form of payment in effect for the transferred amounts at the time of the corresponding
original deferral election under the SIM or Director Deferral Plan, as applicable.



 


		(d)	Non-Elective Deferrals. In addition to any elective deferrals made by a Participant under
subsections (a) – (c) above, the Employer, in its sole discretion, may, but shall not be required to, credit to a Participant’s
Account as a non-elective deferral contribution (a “Employer Contribution”) any amount it determines appropriate and
under such terms and conditions as established by the Plan Administrator. The amount so credited, if any, may vary from Participant
to Participant and may be zero even if a contribution is made on behalf of another Participant. The Employer may also express an
Employer Contribution as a matching contribution equal to a percentage of the Participant’s annual elective deferral contributions,
if any.



 




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		5.	Stock Unit Accounting.



 


		(a)	Stock Units. All amounts deferred under the Plan shall be held as Stock Units. With respect
to all amounts for which a deferral election is made, the Company shall transfer such amounts to the Trust as soon as is reasonably
practicable after the time when the Compensation otherwise would have been payable in cash to the Participant or at such other
times as the Plan Administrator shall determine in its sole discretion. Thereafter, the trustee of the Trust shall determine the
number of Stock Units to be credited to an individual Participant’s Deferred Stock Account by reference to the total number
of shares of Company Stock acquired by the Trust with the proceeds of each transfer and the proportion that the Compensation included
in such transfer bears to the total of all Compensation transferred to the Trust.



 


		(b)	No Segregation of Assets. A Participant’s Deferred Stock Account is a bookkeeping
device used to track the value of the Participant’s deferred Compensation (and the Employer’s liability therefor).
No assets shall be reserved or segregated in connection with any Deferred Stock Account, and no Deferred Stock Account shall be
insured or otherwise secured.



 


		(c)	Dividends. All Stock Units credited to a Participant’s Deferred Stock Account shall
be credited with hypothetical cash dividends equal to the cash dividends that are declared and paid on Company Stock. On each record
date, the Plan Administrator shall determine the amount of cash dividends to be paid per share of Company Stock. On the payment
date of such dividend, the Plan Administrator shall credit an equal amount of hypothetical cash dividends to each Stock Unit. The
hypothetical cash dividends shall be converted into Stock Units by reference to the reinvestment of such dividends by the trustee
of the Trust as set forth in Section 7.



 


		(d)	No Assignment. Stock Units may not be sold, assigned, transferred, disposed of, pledged,
hypothecated or otherwise encumbered.



 


		6.	Distribution of Accounts.



 


		(a)	Executives. An Executive’s Deferred Stock Account shall be distributed to the Executive
(or, in the event of the Executive’s death, the Executive’s Beneficiary(ies)) in a lump sum upon the first to occur
of the Executive’s Separation from Service or the date of a Change in Control. In the event distribution is triggered by
the occurrence of a Change in Control, distribution will be made on the first day of the month next following the date of the Change
in Control. In the event distribution is triggered by the Executive’s Separation from Service, distribution will be made
on the first day of the third month following the date of the Executive’s Separation from Service; provided, however, that
if the Executive is a Specified Employee on the date of the Director’s Separation from Service, distribution shall instead
be made on the six month anniversary of the date of the Executive’s Separation from Service.



 




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		(b)	Directors. A Director’s Deferred Stock Account shall be distributed to the Director
(or, in the event of the Director’s death, the Director’s Beneficiary(ies)) in a lump sum upon the first to occur of
the Director’s Separation from Service or the date of a Change in Control. In the event distribution is triggered by the
occurrence of a Change in Control, distribution will be made on the first day of the month next following the date of the Change
in Control. In the event distribution is triggered by the Director’s Separation from Service, distribution will be made on
the first day of the third month following the date of the Executive’s Separation from Service; provided, however, that if
the Executive is a Specified Employee on the date of the Director’s Separation from Service, distribution shall instead be
made on the six month anniversary of the date of the Executive’s Separation from Service.



 


		(c)	Medium of Payment. All payments shall be made in a number of shares of Company Stock equal
to the number of whole Stock Units credited to the Participant’s Deferred Stock Account on the distribution date. Fractional
shares shall be disregarded.



 


		(d)	Distribution on Account of Unforeseeable Emergency. Prior to the time that an amount would
become distributable under subsection (a) or (b), a Participant or Beneficiary may file a written request with the Plan Administrator
for accelerated payment of all or a portion of the amount credited to the Participant’s Deferred Stock Account based upon
an Unforeseeable Emergency. After an individual has filed a written request pursuant to this subsection (b), along with all supporting
material that may be required by the Plan Administrator from time to time, the Plan Administrator shall determine within sixty
(60) days (or such other number of days that is necessary if special circumstances warrant additional time) whether the individual
meets the criteria for an Unforeseeable Emergency. If the Plan Administrator determines that an Unforeseeable Emergency has occurred,
the Participant or Beneficiary shall receive a distribution from his or her Deferred Stock Account as of the day the Plan Administrator
finalizes the determination. However, such distribution shall not exceed the dollar amount necessary to satisfy the Unforeseeable
Emergency (plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution) after taking into account
the extent to which the Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise
or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe
financial hardship).



 


		(e)	Withholding. The Employer shall withhold from amounts due under this Plan, any amount necessary
to enable the Employer to remit to the appropriate government entity or entities on behalf of the Participant as may be required
by the federal income tax provisions of the Code, by an applicable state’s income tax provisions, and by an applicable city,
county or municipality’s earnings or income tax provisions. Further, the Employer shall withhold from the payroll of, or
collect from, a Participant the amount necessary to remit on behalf of the Participant any Social Security or Medicare taxes which
may be required with respect to amounts deferred or accrued by a Participant hereunder, as determined by the Employer.



 




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		(f)	Section 409A. The Plan is intended to comply with the applicable requirements of Section
409A of the Code and its corresponding regulations and related guidance, and shall be administered in accordance with Section 409A
of the Code to the extent Section 409A of the Code applies to the Plan. Notwithstanding anything in the Plan to the contrary, elections
to defer Compensation under the Plan, and distributions from the Plan, may only be made in a manner and upon an event permitted
by Section 409A of the Code. To the extent that any provision of the Plan would cause a conflict with the requirements of section
409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of Section 409A of the Code,
such provision shall be deemed null and void to the extent permitted by applicable law.



 


		(g)	Vesting. In the event a Participant’s Separation from Service prior to becoming fully
vested in his or her Deferred Stock Account, the Participant shall forfeit the unvested portion of the Participant’s Deferred
Stock Account.



 


		7.	Trust.



 


		(a)	Grantor Trust. As soon as practicable after the Effective Date, the Bank shall establish
a grantor trust for the purposes set forth in this Plan. The Bank from time to time shall transfer to the Trust cash in an amount
equal to Participant’s deferred Compensation for the purpose of acquiring shares of Company Stock. In no event shall the
Bank issue or contribute shares of Company Stock directly to the Trust.



 


		(b)	General Unsecured Creditor. The Trust and its assets shall remain subject to the claims
of the Bank’s creditors. All benefit obligations under this Plan shall be paid from the general assets of the Bank, which
shall include the assets of the Trust in the event of the Bank’s insolvency. Any interest that the Participant may be deemed
to have under this Plan may not be sold, hypothecated or transferred (including, without limitation, transfer by gift), except
by will or the laws of descent and distribution. Shares issued to the Trust shall be issued in the name of the trustee. The trustee
shall invest all cash dividends on Company Stock in additional shares of Company Stock. The Company shall direct the trustee as
to the voting of Company Stock held in the Trust.



 


		(c)	Expenses. The Bank shall bear all expenses associated with the acquisition of Company Stock
by the Trust and the maintenance of the Trust.



 


		(d)	Unfunded Plan. The Plan is intended to be an unfunded plan which is maintained primarily
to provide deferred compensation benefits for a select group of “management or highly compensated employees” within
the meaning of Sections 201, 301, and 401 of ERISA, and to therefore be exempt from the provisions of Parts 2, 3, and 4 of Title
1 of ERISA.



 


		8.	No Acceleration of Benefits.



 


Notwithstanding any other provision in
this Plan to the contrary, the time or schedule for any payment of a Participant’s Deferred Stock Account under this Plan
shall not be accelerated under any circumstances.


 




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		9.	Effect of Stock Dividends and Other Changes to Company Stock.



 


In the event of a stock dividend, stock
split or combination of shares, recapitalization or merger in which the Company is the surviving corporation or other change in
the Company’s capital stock, the number and kind of shares of Company Stock to be subject to the Plan and the maximum number
of shares which are authorized for distribution under the Plan shall be appropriately adjusted by the Plan Administrator, whose
determination shall be binding on all persons.


 


		10.	Interpretation and Administration of the Plan.



 


The Plan Administrator has the exclusive
and discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits, to determine
the amount and manner of payment of such benefits and to make any determinations that are contemplated by (or permissible under)
the terms of this Plan, and its decisions on such matters will be final and conclusive on all parties. Any such decision or determination
shall be made in the absolute and unrestricted discretion of the Plan Administrator, even if (1) such discretion is not expressly
granted by the Plan provisions in question, or (2) a determination is not expressly called for by the Plan provisions in question,
and even though other Plan provisions expressly grant discretion or call for a determination. As a result, benefits under this
Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them. In the event
of a review by a court, arbitrator or any other tribunal, any exercise of the Plan Administrator’s discretionary authority
shall not be disturbed unless it is clearly shown to be arbitrary and capricious. The Plan Administrator may consult with counsel,
who may be counsel to the Employer, and shall not incur any liability for action taken in good faith in reliance upon the advice
of counsel. The Plan Administrator shall interpret this Plan for all purposes in accordance with Code Section 409A and the regulations
thereunder and any provision of the Plan shall be deemed modified to the extent necessary to comply with Code Section 409A and
the regulations thereunder.


 


		11.	Term of the Plan.



 


The Plan shall become effective as of the
Effective Date and continue in effect unless terminated by action of the Board. Any termination of the Plan by the Board shall
not alter or impair any of the rights or obligations for any benefit previously deferred under the Plan.


 


		12.	Amendment and Termination of the Plan.



 


		(a)	Amendment. The Board has the right in its sole discretion to amend this Plan in whole or
in part at any time and in any manner, including the manner of making deferral elections, the terms on which distributions are
made, and the form and timing of distributions. However, except for mere clarifying amendments necessary to avoid an inappropriate
windfall, no Plan amendment shall reduce the amount credited to a Participant’s Deferred Stock Account as of the date such
amendment is adopted. Any amendment shall be in writing and adopted by the Board. All Participants and Beneficiaries shall be bound
by such amendment. Any amendments made to the Plan shall be subject to any restrictions on amendment that are applicable to ensure
continued compliance under Section 409A.



 




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		(b)	Termination. The Company expects to continue this Plan, but does not obligate itself to
do so. The Board has the right in its sole discretion to discontinue and terminate the Plan at any time, in whole or in part, for
any reason (including a change, or an impending change, in the tax laws of the United States or any State). Termination of the
Plan will be binding on all Participants (and a partial termination shall be binding upon all affected Participants) and their
Beneficiaries, but in no event may such termination reduce the amounts credited at that time to any Participant’s Deferred
Stock Account. If this Plan is terminated (in whole or in part), the termination resolution shall provide for how amounts theretofore
credited to affected Participants’ Deferred Stock Accounts will be distributed.



 


		(c)	Section 409A Restrictions. This Section is subject to the same restrictions related to compliance
with Section 409A that generally apply to the Plan. In accordance with these restrictions, the Company intends to have the maximum
discretionary authority to terminate the Plan and make distributions in connection with a Change in Control, and the maximum flexibility
with respect to how and to what extent to carry this out following a Change in Control as is permissible under Section 409A. The
previous sentence contains the exclusive terms under which a distribution may be made in connection with any change in control
with respect to deferrals made under the Plan.



 


		13.	Rights Under the Plan.



 


The Plan shall not constitute or be evidence
of any agreement or understanding, express or implied, that the Employer will retain any Participant as an Executive or Director
for any period of time.


 


		14.	Beneficiary.



 


A Participant may designate in a writing
delivered to the Plan Administrator, one or more Beneficiaries (which may include a trust) to receive any distributions under the
Plan after the Participant’s death. If some but not all of the persons designated by a Participant to receive his or her
Deferred Stock Account at death predecease the Participant, the Participant’s surviving Beneficiaries shall be entitled to
the portion of the Participant’s Deferred Stock Account intended for such pre-deceased persons in proportion to the surviving
Beneficiaries’ respective shares. If no designation is in effect at the time of a Participant’s death (as determined
by the Plan Administrator) or if all persons designated as Beneficiaries have predeceased the Participant, then the payments to
be made pursuant to this Section shall be distributed as follows:


 


		(a)	If the Participant is married at the time of his/her death, all payments made pursuant to this
Section shall be paid to the Participant’s spouse; and



 


		(b)	If the Participant is not married at the time of his/her death, all payments made pursuant to this
Section shall be paid to the Participant’s estate.



 


The Plan Administrator shall determine
whether a Participant is “married” and shall determine a Participant’s “spouse” based on the state
or local law where the Participant has his or her primary residence at the time of death. The Plan Administrator is authorized
to make any applicable inquires and to request any documents, certificates or other information that it deems necessary or appropriate
in order to make the above determinations. Prior to the time the Participant’s Deferred Stock Account is distributed under
Section 4(a), the Participant’s Beneficiary may apply for a distribution under Section 4(b) (relating to a distribution on
account of an Unforeseeable Emergency). Any claim to be paid any amounts standing to the credit of a Participant in connection
with the Participant’s death must be received by the Plan Administrator at least fourteen (14) days before any such amount
is paid out by the Plan Administrator. Any claim received thereafter is untimely, and it shall be unenforceable against the Plan,
the Company, the Plan Administrator or any other party acting for one or more of them.


 




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		15.	Notice.



 


All notices and other communications required
or permitted to be given under this Plan shall be in writing and shall be deemed to have been duly given if delivered personally
or mailed first class, postage prepaid, as follows: (a) if to the Plan Administrator - at the Bank’s principal business address
to the attention of the Bank’s Executive Vice President, Human Resources Officer; (b) if to any Participant - at the home
address of the Participant as reflected in the records of the Bank at the time of sending the notice or other communication.


 


		16.	Construction.



 


The Plan shall be construed and enforced
according to the laws of the State of New Jersey, unless federal law applies. All transactions under this Plan shall also be subject
to compliance with applicable securities laws. Headings and captions are for convenience only and have no substantive meaning.
Reference to one gender includes the other, and references to the singular and plural include each other.


 


		17.	Claims Procedure.



 


		(a)	Claim. A person who believes that he is being denied a benefit to which he is entitled under
this Plan (hereinafter referred to as a “Claimant”) may file a written request for such benefit with the Plan Administrator,
setting forth his claim. The request must be addressed to the Bank’s Executive Vice President, Human Resources Officer, at
the Bank’s then principal place of business.



 


		(b)	Claim Decision. Upon receipt of a claim, the Plan Administrator shall advise the Claimant
that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Plan Administrator
may, however, extend the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole
or in part, the Plan Administrator shall adopt a written opinion, using language calculated to be understood by the Claimant, setting
forth:



 


		(i)	The specific reason or reasons for such denial;



 


		(ii)	The specific reference to pertinent provisions of this Plan on which such denial is based;



 


		(iii)	A description of any additional material or information necessary for the Claimant to perfect his
claim and an explanation why such material or such information is necessary;



 


		(iv)	Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim
for review; and



 




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		(v)	The time limits for requesting a review of the decision and for review of the decision.



 


		(c)	Request for Review. With sixty (60) days after the Claimant receives the written
opinion described above, the Claimant may request in writing that the Plan Administrator review its initial determination. The
request must be addressed to the Bank’s Executive Vice President, Human Resources Officer, at the Bank’s then principal
place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit
issues and comments in writing for consideration by the Plan Administrator. If the Claimant does not request a review of the Plan
Administrator’s initial determination within such sixty (60) day period, the Claimant shall be barred and stopped from challenging
the Plan Administrator’s initial determination.



 


		(d)	Review of Decision. Within sixty (60) days after receipt of a request for review, the Plan
Administrator shall review its initial determination. After considering all materials presented by the Claimant, the Plan Administrator
shall provide the Claimant with a written opinion, written in a manner calculated to be understood by the Claimant, setting forth
the specific reasons for the decision and containing specific references to the pertinent provisions of this Plan on which the
decision is based. If special circumstances require that the sixty (60) day time period be extended, the Plan Administrator shall
so notify the Claimant and shall render the decision as soon as possible, but no later than one hundred twenty (120) days after
receipt of the request for review.



 




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