Exhibit 10(g)













                                INTERCHANGE BANK

                           DEFERRED COMPENSATION PLAN










<PAGE>




                                TABLE OF CONTENTS



Article           Title                                                Page No.

    1             Name                                                       1

    2             Purpose and ERISA Statement                                1

    3             Definitions                                                2

    4             Operation and Administration                               6

    5             Eligibility for Participation                              7

    6             Participant Allocations                                    8

    7             Employer Allocations                                      10

    8             Maintenance, Deemed Investment and
                     Valuation of Accounts                                  11

    9             Funding Limitations                                       12

   10             Vesting                                                   13

   11             Withdrawal of Funds During Employment                     13

   12             Regulations Governing Distribution of
                     Benefits                                               15

   13             Death Benefits                                            18

   14             Beneficiary Designation                                   19

   15             Amendment and Termination                                 19

   16             General Provisions                                        21


<PAGE>



                                INTERCHANGE BANK

                           DEFERRED COMPENSATION PLAN



Article 1

Name

The plan set forth herein shall be known as the Interchange Bank Deferred
Compensation Plan.

Article 2

Purpose and ERISA Statement

2.1      Purpose

         The purpose of the Plan is

          (a)  to acknowledge and reward key employees of the holding company of
               the  Employer  for their  efforts  on behalf of the  Employer  by
               maximizing  their  ability  to save on a  tax-deferred  basis and
               providing such key employees  those benefits that would have been
               available under  qualified  plans  maintained by the Employer but
               have been curtailed by application of

               (i)  the  $14,000  (2005  limit)  limitation  placed on  elective
                    employee contributions;

               (ii) the $210,000 (2005 limit) maximum on compensation taken into
                    account for all purposes under a qualified plan; and

               (iii) the limitation on annual additions to qualified  retirement
                    plans,

               in   accordance   with  Sections   402(g),   401(a)  and  415(c),
               respectively,  of the Internal Revenue Code (the "Code"),  all of
               which limitations shall be adjusted annually for increases in the
               cost-of-living in accordance with Article 415(d) of the Code; and

               (iv) the  nondiscrimination  testing  requirements under Sections
                    401(k) and (m) of the Code.

          (b)  to provide Anthony Abbate with  additional  benefits in an effort
               to  approximate,  to the extent  possible and  permissible  under
               Section  409A,  the  benefits  he shall no  longer  accrue  after
               December 31, 2004 under the terms and provisions of the SERP.

2.2      ERISA Statement

          The plan is intended to constitute a nonqualified  deferred retirement
          plan which,  in accordance with ERISA Sections  201(2),  301(a)(3) and
          401(a)(1),  is "unfunded and  maintained by an employer  primarily for
          the purpose of providing  deferred  compensation for a select group of
          management or highly compensated employees."

12/05                                       1

<PAGE>

2.3      Section 409A Compliance

         The Plan is intended to comply with Section 409A.

Article 3

Definitions

For  purposes  of the Plan,  the  following  words and  phrases  shall  have the
following  meanings  unless a  different  meaning  is  plainly  required  by the
context. Wherever used, the masculine pronoun shall include the feminine pronoun
and the feminine  pronoun shall  include the  masculine  and the singular  shall
include the plural and the plural shall include the singular.

3.1  "Account"  shall  mean  the  interest  of a  Participant  in  the  Plan  as
     represented by his accounts as designated below:

     (a)  "Deferred  Compensation  Allocation Account" - Balance attributable to
          Participant  allocations in accordance  with the provisions of Section
          6.1.

     (b)  "Supplemental  Savings  Account" - Balance  attributable  to  Employer
          allocations in accordance with the provisions of Section 7.1.

     (c)  "Prior  Pension  Plan  Account"  - Balance  attributable  to  Employer
          allocations in accordance with the provisions of Section 7.2.

     (d)  "Fixed  Allocation   Account"  -  Balance   attributable  to  Employer
          allocations in accordance with the provisions of Section 7.3.

3.2  "Beneficiary"  shall mean the person or persons  designated  in  accordance
     with  Article 13 to receive any  benefits  under the Plan in the event of a
     Participant's death.

3.3  "Board of Directors"  shall mean the full Board of Directors of Interchange
     Bank.

3.4  "Bonus   Compensation"   shall  mean  any  cash   remuneration  paid  to  a
     Participant, excluding Regular Compensation, as a specific incentive bonus,
     profit-sharing or award,  including Deferred Compensation  Allocations made
     hereunder, the source of which is Bonus Compensation.

3.5  "Code" shall mean the Internal Revenue Code of 1986, as it may from time to
     time be amended or supplemented.

3.6  "Committee"  shall  mean the Board of  Directors  or the  person or persons
     appointed by the Board of Directors to administer the Plan.

3.7  "Controlled or Affiliated Service Group" shall mean

     (a)  "Controlled  Group" - Any  group of  business  entities  under  common
          control,   including   but  not   limited   to   proprietorships   and
          partnerships, or a controlled group of corporations within the meaning
          of Sections 414(b), (c) and (o) of the Code

     (b)  "Affiliated Service Group" - Any group of business entities within the
          meaning of Section 414(m) of the Code.

12/05                                       2

<PAGE>

3.8  "Determination  Date" shall mean the Valuation Date next  subsequent to the
     date on which the Participant's termination of employment occurs.

3.9  "Disability" or "Disabled" shall mean any medically  determinable  physical
     or mental  impairment  which can be  expected  to result in death or can be
     expected to last for a continuous period of not less than 12 months and for
     which the Participant is receiving benefits under the disability provisions
     of the Social Security Act and

          (i)  renders  the  Participant  unable to  engage  in any  substantial
               gainful activity; or

          (ii) for  which  the   Participant  has  been  in  receipt  of  income
               replacement benefits for a period of not less than 3 months under
               an accident and health plan covering employees of the Employer.

     Any Disability  determination shall be made in accordance with the rules of
     Section 409A.

3.10 "Effective Date" shall mean January 1, 2005.

3.11 "Eligible   Employee"   shall  mean  an  Employee  who  is  designated  for
     eligibility  in the Plan by the Committee in  accordance  with Section 4.2.
     Only a select group of highly compensated  senior management  employees may
     be eligible.

3.12 "Employee"  shall mean a person who is employed by the  Employer  and falls
     under  the  usual  common  law  rules   applicable   in   determining   the
     employer-employee relationship.

3.13 "Employer"  shall mean  Interchange  Bank, or any affiliate,  subsidiary or
     associate  company  which shall adopt the Plan for its  employees  with the
     approval of Interchange Bank,  including any successor to the Employer as a
     result of a  statutory  merger,  purchase  of  assets or any other  form of
     reorganization of the business of the Employer.

3.14 "Employer  and its  Affiliates"  shall  mean  the  Employer  and any  other
     business entity in a Controlled or Affiliated  Service Group which includes
     the Employer.

3.15 "Participant"  shall mean any Employee who is  participating in the Plan in
     accordance with the provisions herein set forth.

3.16 "Plan" shall mean the Interchange Bank Deferred Compensation Plan as it may
     be amended from time to time.

3.17 "Plan Year" shall mean a period of 12 consecutive  months commencing on the
     Effective Date and each January 1 thereafter.

3.18 "Qualified Plan" shall mean the Interchange Bank Capital Investment Plan as
     it may be amended from time to time.

3.19 "Regular Compensation" shall mean the Participant's wages for the Plan Year
     paid by the Employer of the type  reported in box 1 of Form W-2. Such wages
     shall  include  amounts  within the meaning of Section  3401(a) of the Code
     plus any other  amounts paid to the  Participant  by the Employer for which
     the  Employer  is  required to furnish a written  statement  under  Section
     6041(d),  6051(a)(3) and 6052 of the Code, determined without regard to any
     rules that limit the amount  required to be reported based on the nature or
     location of the employment or services

12/05                                       3

<PAGE>

     performed,

     (a)  exclusive of

          (i)  Bonus Compensation;

          (ii) severance pay;

          (iii) nonqualified plan payments; and

          (iv) welfare   benefits,   fringe   benefits   (cash  and   non-cash),
               reimbursements  of other expense  allowances and moving expenses;
               and

     (b)  inclusive of

          (i)  any amounts deferred under any nonqualified  plan,  including the
               Plan; and

          (ii) the amount of any  contributions  made by the Employer  under any
               salary reduction or similar  arrangement to a qualified  deferred
               compensation,  pension  or  cafeteria  plan,  contributions  to a
               simplified  employee  pension plan described in Section 408(k) of
               the Code.

3.20 "Section  409A"  shall mean  Section  409A of the Code,  as the same may be
     amended from time to time, and any successor statute to such section of the
     Code.  References to Section 409A or any requirement under Section 409A, as
     the same may be  interpreted,  construed  or  applied  to this  Plan at any
     particular  time,  shall be deemed to mean and include,  to the extent then
     applicable  and then in force and effect (but not to the extent  overruled,
     limited or superseded),  published rulings and similar announcements issued
     by the  Internal  Revenue  Service  under  or  interpreting  Section  409A,
     regulations  issued by the Secretary of the Treasury under or  interpreting
     Section 409A, decisions by any court of competent  jurisdiction involving a
     Participant or a beneficiary  and any closing  agreement made under section
     7121 of the Code that is  approved  by the  Internal  Revenue  Service  and
     involves a Participant, all as determined by the Plan Administrator in good
     faith,  which  determination  may (but shall not be required to) be made in
     reliance  on the advice of such tax  counsel  or other tax  professional(s)
     with whom the Plan  Administrator  from  time to time may elect to  consult
     with respect to any such matter.

3.21 "SERP" shall mean the Interchange Bank Supplemental  Executives' Retirement
     Plan.

3.22 "Specified  Employee"  shall mean an individual who meets the definition of
     "key  employee" as defined in Code section  416(i)  without  regard to Code
     section  416(i)(5)).  For purposes of the Plan,  the  Participant  is a key
     employee if he meets the requirements of Code section 416(i)(1)(A)(i), (ii)
     or (iii)  (applied  in  accordance  with  the  regulations  thereunder  and
     disregarding Code section 416(i)(5)) at any time during the 12-month period
     ending on an  identification  date. If the Participant is a key employee as
     of an identification  date, the person is treated as a Key Employee for the
     12-month  period  beginning on the first day of the fourth month  following
     the  "identification  date".  For purposes of the Plan, the  identification
     date shall be December 31 unless and until changed.

3.23 "Termination of Employment"  shall mean the  Participant's  separation from
     service from the Employer and its Affiliates. However, for purposes of this
     definition,

12/05                                       4

<PAGE>

          (i)  the employment relationship is treated as continuing intact while
               the Participant is on military  leave,  sick leave, or other bona
               fide  leave of  absence  (such  as  temporary  employment  by the
               government)  if the  period of such  leave  does not  exceed  six
               months,  or if  longer,  so long as the  Participant's  right  to
               reemployment  with the service  recipient  is provided  either by
               statute or by contract. If the period of leave exceeds six months
               and the  Participant's  right  to  reemployment  is not  provided
               either by statute or by contract, the employment  relationship is
               deemed to terminate on the first date immediately  following such
               six-month period.

          (ii) whether a termination  of  employment  has occurred is determined
               based on the  facts  and  circumstances.  Where  the  Participant
               employee either actually or purportedly continues in the capacity
               as an employee,  such as through the  execution of an  employment
               agreement under which the  Participant  agrees to be available to
               perform  services if requested,  but the facts and  circumstances
               indicate that the employer and the Participant did not intend for
               the Participant to provide more than  insignificant  services for
               the  employer,  the  Participant  will be  treated  as  having  a
               separation from service for purposes of the Plan. For purposes of
               the preceding sentence, the Employer and the Participant will not
               be  treated as having  intended  for the  Participant  to provide
               insignificant services where the Participant continues to provide
               services  as an employee at an annual rate that is at least equal
               to 20 percent of the services  rendered,  on average,  during the
               immediately  preceding  three full  calendar  years of employment
               (or, if employed less than three years,  such lesser  period) and
               the annual remuneration for such services is at least equal to 20
               percent of the  average  annual  remuneration  earned  during the
               final three full calendar years of employment  (or, if less, such
               lesser  period).  Where  the  Participant  continues  to  provide
               services to the Employer in a capacity other than as an employee,
               a separation from service will not be deemed to have occurred for
               purposes of the Plan if the Participant is providing  services at
               an  annual  rate  that is 50  percent  or  more  of the  services
               rendered, on average, during the immediately preceding three full
               calendar  years of  employment  (or if  employed  less than three
               years,  such lesser period) and the annual  remuneration for such
               services is 50 percent or more of the annual  remuneration earned
               during the final three full calendar  years of employment  (or if
               less, such lesser  period).  For purposes of this paragraph (ii),
               the annual rate of providing  services is  determined  based upon
               the  measurement  used  to  determine  the   Participant's   base
               compensation  (for  example,  amounts  of time  required  to earn
               salary, hourly wages, or payments for specific projects).

3.24 "Total  Compensation"  shall  mean  the  sum of the  Participant's  Regular
     Compensation and Bonus Compensation.

3.25 "Valuation  Date"  shall mean the last day of each  December of a Plan Year
     and such other dates as the Committee may determine from time to time.

3.26 "Year  of  Service"  shall  mean a  full  year  of  service  determined  in
     accordance with the terms and provisions of the Qualified Plan.

12/05                                       5

<PAGE>

Article 4

                    Operation and Administration of the Plan

4.1  Organization of the Committee

     (a)  The Board of Directors  shall serve as the Committee to administer the
          Plan or shall  appoint a Committee to administer  the Plan,  who, upon
          acceptance  of such  appointment,  shall serve at the  pleasure of the
          Board of Directors.  Any member may resign by  delivering  his written
          resignation to the Board of Directors and to the Committee.  Vacancies
          in the Committee arising from resignation,  death, or removal shall be
          filled by the Board of Directors.

     (b)  The Committee shall act by a majority of its members unless  unanimous
          consent  is  required  by the  Plan or by  unanimous  approval  of its
          members if there are two or less members in office at the time. In the
          event of a Committee  deadlock,  the  Committee  shall  determine  the
          method for resolving such deadlock. No Committee member shall act upon
          any  question  pertaining  solely to himself,  and the other member or
          members shall make any  determination  required by the Plan in respect
          to such member.

     (c)  The Committee may, by unanimous  consent,  delegate specific authority
          and  responsibilities  to one or more of its  members.  The  member or
          members so designated  shall be solely liable,  jointly and severally,
          for their acts or omissions with respect to such  delegated  authority
          and  responsibilities.  Committee  members not so designated  shall be
          relieved from  liability for any act or omission  resulting  from such
          delegation.

4.2  Committee's Discretion

     The Committee shall, by written action,  designate those Employees, if any,
     who are to be Eligible  Employees  for purposes of Article 5. The Committee
     shall designate  Eligible  Employees from those Employees who it determines
     to be  potentially  affected  by  application  of the limits  described  in
     Paragraphs (a) through (d) of Article 2 for the Plan Year of reference.

4.3 Authority and Responsibility

     The Committee shall have full authority and responsibility to interpret and
     construe the Plan and  determine  all questions of the status and rights of
     the Participants and the amounts of their allocations.  Its interpretation,
     construction  or  determination,  as the  case may be,  shall be final  and
     conclusive on both the Employer and the  Participants  and their respective
     successors,  assigns,  personal  representatives  and  Beneficiaries.  Such
     authority and  responsibility  shall include,  but shall not be limited to,
     the following:

     (a)  appointment  of qualified  accountants,  consultants,  administrators,
          counsel, appraisers, or other persons it deems necessary or advisable,
          who shall serve the

12/05                                       6

<PAGE>

          Committee as advisors  only and shall not  exercise any  discretionary
          authority, responsibility or control with respect to the management or
          administration of the Plan;

     (b)  determination of all benefits, and resolution of all questions arising
          from the administration, interpretation and application of the Plan;

     (c)  adoption of forms and regulations for the administration of the Plan;

     (d)  remedy of all inequity resulting from incorrect  information  received
          or communicated, or of administrative error;

     (e)  settlement  or  compromise  of any  claims or debts  arising  from the
          operation  of the Plan and the  commencement  of any legal  actions or
          administrative proceeding.

4.4  Records and Reports

     The  Committee  shall keep a record of its  proceedings  and acts and shall
     keep books of  account,  records  and other data  necessary  for the proper
     administration of the Plan.

     Following  the end of each Plan Year,  the  Committee  shall  provide  each
     Participant  with a  detailed  statement  of  his  Account,  including  all
     transactions affecting his Account during the year, and reflecting the most
     recent valuation of his Account.

4.5  Required Information

     The Employer,  Participants  or  Beneficiaries  entitled to benefits  shall
     furnish forms and any relevant  information or evidence as requested by the
     Committee for the proper administration of the Plan. Failure on the part of
     any  Participant  or  Beneficiary  to  comply  with such  request  within a
     reasonable  period of time  shall be  sufficient  grounds  for delay in the
     payment  of  benefits  until  the  information  or  evidence  requested  is
     received.

4.6  Payment of Expenses of Plan

     The expenses of the Committee in connection with the  administration of the
     Plan shall be the responsibility of the Employer.

4.7 Indemnification

     The Employer shall indemnify and hold the members of the Committee harmless
     against  liability  incurred in the  administration of the Plan, except for
     the gross negligence or willful misconduct of any member.

Article 5

Eligibility for Participation

5.1 Initial Eligibility

     (a)  Each  Eligible  Employee  on the  Effective  Date will be  eligible to
          participate in the

12/05                                       7

<PAGE>

          Plan as of such date.

     (b)  Each other  Eligible  Employee will be eligible to  participate in the
          Plan as of the January 1, April 1, July 1 or October 1  following  the
          attainment of his status as an Eligible  Employee in  accordance  with
          Section 4.2.

5.2 Voluntary Participation

     Participation in the Plan by Eligible Employees is entirely  voluntary.  As
     further  specified  in  Section  6.2,  an  Eligible  Employee  must sign an
     election form and submit the signed form to the  Committee  before the date
     he elects to become a Participant of the Plan.

5.3 Committee Rules and Regulations

     The  Committee  shall,  through the adoption of a set of written  rules and
     regulations,  provide for methods used in advising an Eligible  Employee of
     his  eligibility  in the Plan,  and all forms  necessary  for the  Eligible
     Employee to elect to participate.

5.4 Cessation of Participation

     (a)  For purposes of Articles 6, 7 and 11, an individual  shall cease to be
          a Participant on the earliest of:

          (i)  the date on which he ceases to be an Eligible Employee;

          (ii  the date on which his employment with the Employer is terminated;
               and

          (iii) the date on which the Plan terminates.

     (b)  For all  other  plan  purposes,  an  individual  shall  cease  to be a
          Participant on the date the total vested value of his Account has been
          paid.

Article 6

Participant Allocations

6.1 Deferred Compensation Allocations

     (a)  Until the date of his cessation of  participation  in accordance  with
          Subsection 5.4(a),

          (i)  as of the  first  payroll  period  in April of 2006 or, if later,
               when first  eligible or any January 1  thereafter,  a Participant
               may  elect  to  voluntarily   defer  a  portion  of  his  Regular
               Compensation  through pay  reduction  each payroll  period of the
               Plan Year of  reference in an amount equal to no less than 1% nor
               more than  20%,  in whole  percentages,  of that  portion  of his
               Regular Compensation attributable to such payroll period.

          (ii) subject to Subsection (e), as of June 30, 2006 or, if later, when
               first eligible any June 30 thereafter, a Participant may elect to
               voluntarily  defer  a  portion  of  his  Bonus   Compensation  by
               authorizing  the  Employer  to reduce  the

12/05                                       8

<PAGE>

               portion of his Bonus Compensation above the "designated level" by
               a fixed  percentage  of no less  than 1% nor more than  100%,  in
               whole percentages, for a current Plan Year.

               For purposes of the foregoing,  "designated level" shall mean the
               dollar amount specified by the Participant prior to the Plan Year
               of reference.

               Such  elections  will  result in  corresponding  amount(s)  being
               credited to his Accounts, in accordance with Section 8.1 and must
               be evidenced by filing the applicable form with the Committee.

     (b)  A Participant's  Deferred Compensation  Allocations made in accordance
          with Subsection (a) shall take the form of before tax deferrals to the
          Participant's  Deferred Compensation  Allocation Account. In the event
          that a Participant's  Regular Compensation should increase or decrease
          during the Plan Year, his allocations shall  automatically be adjusted
          to reflect such change.

     (c)  Notwithstanding   the   foregoing,   a   Participant   may  not   make
          contributions  to this Plan during any period for which  contributions
          must   be   suspended   in   accordance   with   regulation    section
          1.401(k)-1(d)(2)(iii)(B)(3)  of  the  Code,  as  a  condition  of  the
          Participant's  receipt of a hardship  withdrawal  from any plan of the
          Employer which includes a qualified cash or deferred arrangement under
          section 401(k) of the Code.

     (d)  The amount of Compensation that a Participant elects to defer shall be
          credited to the Participant's Accounts as soon as practicable,  but no
          longer than 30 days  following  the date on which the  Participant  is
          paid the nondeferred  portion of the compensation  which is the source
          of the deferral.

     (e)  The  ability to wait until  June 30 to make a deferral  election  with
          respect to Bonus  Compensation  shall  only  apply to the extent  such
          Bonus    Compensation   meets   the   Section   409A   definition   of
          "performance-based   compensation".   In  the  event  that  the  Bonus
          Compensation  to be  deferred  fails  to  meet  this  definition,  any
          election  to  defer  such  Bonus  Compensation  must be made  prior to
          January  1 of the year to which the Bonus  Compensation  applies.  For
          purposes of this Subsection (e), "performance-based compensation"

          (i)  shall mean  compensation  where the amount of, or entitlement to,
               the   compensation   is   contingent  on  the   satisfaction   of
               preestablished  organizational or individual performance criteria
               relating  to a  performance  period  of at least  12  consecutive
               months  in  which  the  service   provider   performs   services.
               Organizational or individual  performance criteria are considered
               preestablished  if  established  in  writing by not later than 90
               days after the commencement of the period of service to which the
               criteria  relates,  provided  that the  outcome is  substantially
               uncertain   at   the   time   the   criteria   are   established.
               Performance-based  compensation  may  include  payments  based on
               performance  criteria  that are not  approved  by a  compensation
               committee  of the board of  directors  (or similar  entity in the
               case of a non-corporate service recipient) or by the stockholders
               or  members  of  the  service  recipient.   Notwithstanding   the
               foregoing,  performance-based  compensation  does not include any
               amount  or  portion  of any  amount  that  will  be  paid  either

12/05                                       9

<PAGE>

               regardless of  performance,  or based upon a level of performance
               that is substantially  certain to be met at the time the criteria
               is   established.    Compensation   is   not    performance-based
               compensation  merely because the amount of such  compensation  is
               based on the value of, or  increase  in the value of, the service
               recipient or the stock of the service recipient; and

          (ii) may include payments based upon subjective  performance criteria,
               provided that

               (A)  the   subjective   performance   criteria   relate   to  the
                    performance of the Participant, a group of service providers
                    that includes the Participant,  or a business unit for which
                    the  Participant  provides  services  (which may include the
                    entire organization); and

               (B)  the determination that any subjective  performance  criteria
                    have  been  met is not made by the  Participant  or a family
                    member of the  Participant  (as defined in Internal  Revenue
                    Code  Section  267(c)(4)  applied  as if  the  family  of an
                    individual includes the spouse of any member of the family),
                    or a person under the supervision of the Participant or such
                    a family member,  or where any amount of the compensation of
                    the person making such  determination is controlled in whole
                    or in part by the Participant or such a family member.

6.2 Forms Required

     A  Participant  shall  elect  to  contribute  on  forms  and in the  manner
     prescribed by the Committee. A new election must be made prior to each Plan
     Year for which the Participant is eligible to participate in the Plan, even
     if the Participant does not elect to contribute for such Plan Year.

6.3 Irrevocable Election

     A Participant may not modify or discontinue his allocations for a Plan Year
     after the first day thereof.

Article 7

Employer Allocations

7.1 Supplemental Savings

     Participants  whose  Matching  Employer  Contributions  or  Fixed  Employer
     Contributions  under the Qualified  Plan are limited by the  application of
     Sections  401(a)(17),  402(g),  or 415 of the  Code  shall be  entitled  to
     receive the excess, if any, of (a) over (b):

     (a)  the amount of Matching  Employer  Contributions  and/or Fixed Employer
          Contributions  which  would have been made on behalf of a  Participant
          pursuant to Section 3.5 of the Qualified Plan had (i) the  limitations
          of Section 415 of the Code

12/05                                       10

<PAGE>


          imposed on allocations  under the Qualified Plan not been  applicable,
          (ii) the limitations  imposed by Section 401(a)(17) of the Code on the
          amount of the  Participant's  compensation that may be included in the
          term "compensation" under the Qualified Plan not been applicable;  and
          (iii)  the  limitation  on  the  amount  of  Section  401(k)  elective
          deferrals imposed by Section 402(g) of the Code not been applicable.

     (b)  the  amount of  Matching  Employer  Contributions  and Fixed  Employer
          Contributions  actually  made  on  behalf  of the  Participant  to the
          Qualified Plan.

7.2 Prior Pension Plan Allocation

     For the 2005  calendar  year,  Anthony  Abbate  shall  receive  a  one-time
     allocation  equal to the present value of the 2005 defined  benefit accrual
     he would have received  under the terms and provisions of the SERP had such
     plan not been frozen effective December 31, 2004.

     Such  present  value  shall  be  determined  as of  December  31,  2005  in
     accordance  with the lump sum  factors  set forth in the  Interchange  Bank
     Pension Plan.

7.3 Fixed Allocations

     An annual fixed  allocation  of $10,000 will be  automatically  made to the
     plan on behalf of Anthony Abbate as of January 1st of each year  commencing
     with the 2005 plan year.

Article 8

Maintenance, Deemed Investment and Valuation of Accounts

8.1 Maintenance of Accounts

     The Committee  shall  establish  and maintain a separate  accounting in the
     name of each Participant, to which it shall credit all amounts allocated in
     accordance with Articles 6 and 7 and all imputed  earnings as determined in
     accordance with Sections 8.4 and 8.5.

8.2 Deemed Earnings

     For purposes of valuing

     (a)  each  Participant's  Deferred  Compensation   Allocation  Account  and
          Anthony Abbate's Fixed Allocation Account, investment experience shall
          be credited in accordance with the US 10-year  Treasury rate in effect
          on the first  business  day of the Plan Year of  reference.  Such rate
          shall be determined at the sole  discretion of the Committee and shall
          be communicated  to participants  before the deadline for making their
          deferral elections for the applicable Plan Year.

     (b)  each Participant's  Supplemental Savings Account and the Prior Pension
          Plan Account, investment experience will be credited with an estimated
          rate of  investment  return earned during the Plan Year by the portion
          of the  Participant's  total account  balance

12/05                                       11

<PAGE>


          under the Qualified Plan that is not invested in Employer  stock.  For
          purposes of determining deemed earnings for a Plan Year, or portion of
          Plan Year if applicable, the following formula will be used:

                       i = 2E / (A+B - E), where

               i =  the earnings rate for the measurement period.

               E =  total  investment  earnings  including  capital  gains and
                    losses for the measurement period.

               A =  the Participant's total account balance (excluding amounts
                    invested in Employer  stock) under the Qualified  Plan as of
                    the first day of the measurement period.

               B =  the Participant's total account balance (excluding amounts
                    invested in Employer  stock) under the Qualified  Plan as of
                    the last day of the measurement period.

8.3 Valuation of Accounts

     (a)  Participant  Accounts  shall be valued as of each Valuation Date based
          on the rate of return  reflective of the Deemed  Earnings  credited in
          accordance with Section 8.2.

     (b)  Participant  Accounts  may also be valued as of any other  date as the
          Committee may authorize for (i) the purpose of determining the Account
          of any  Participant  entitled to payment of benefits or (ii) any other
          reason the Committee deems appropriate.

8.4 Allocation of Earnings and Expenses

     (a)  On the basis of the valuation as of a Valuation  Date, the Accounts of
          all  Participants  shall be (i) adjusted to reflect deemed  investment
          earnings  such  as  interest,   dividends,   realized  and  unrealized
          investment  profits and losses and (ii)  directly  adjusted to reflect
          all other applicable transactions during the Plan Year attributable to
          such  Accounts  including,  but not  limited  to, any  allocations  or
          distributions.

     (b)  In  addition  to its  allocations,  the  Employer  shall  pay  all the
          administrative  expenses of the Plan and all fees and retainers of the
          Plan's  accountants,  counsel,  consultant,   administrator  or  other
          specialist so long as the Plan remains in effect.

Article 9

Funding Limitations

9.1 Benefit Status

     (a)  All benefits under the Plan are unfunded obligations of the Employer.

     (b)  At no time shall a Participant or the  Participant's  Beneficiary have
          any right,  title or interest in or to any specific  fund or assets of
          the Employer.

12/05                                       12

<PAGE>

     (c)  As to any claim for benefits  under the Plan,  the  Participant or the
          Participant's  Beneficiary  shall be a creditor of the Employer in the
          same manner as any other  creditor  having a general  claim for unpaid
          compensation.

9.2 Investment and Benefit Payment Obligation of the Employer

     (a)  Nothing  contained  herein shall  require the Employer to set aside or
          earmark any monies or other assets specifically for payments under the
          Plan.

     (b)  The Employer shall not be obligated to purchase or maintain any asset,
          and  any  reference  to  investments  is  solely  for the  purpose  of
          computing the value of benefits.

     (c)  Neither this Plan nor any action  taken  pursuant to the terms of this
          Plan shall be  considered to create a fiduciary  relationship  between
          the Employer and the Plan  Participants  or any other  persons,  or to
          establish  a trust in which the  assets  are  beyond the claims of any
          unsecured creditor of the Employer.

     (d)  Benefits  are  payable as they become due  irrespective  of any actual
          investments the Employer may make to meet its obligations.

Article 10

Vesting

10.1 Upon Termination of Employment

     Upon his Termination of Employment,  a Participant shall have a 100% vested
     interest in his Account.

10.2 Upon Death

     Upon the death of a Participant prior to Retirement or other Termination of
     Employment,  such  Participant's  Beneficiary  shall be  entitled to a 100%
     vested interest in the Participant's Account.

10.3 Upon Disability

     Upon  the  Disability  of  a  Participant   prior  to  his  Termination  of
     Employment,  such  Participant's  Beneficiary  shall be  entitled to a 100%
     vested interest in the Participant's Account.

Article 11

Withdrawal of Funds During Employment

11.1 Financial Hardship Rules

     (a)  The Committee,  solely in its  discretion  and in accordance  with the
          provisions of this Article,  may permit Participants to withdraw funds
          from the Plan.

12/05                                       13

<PAGE>

     (b)  A withdrawal may be made only if it is on account of an  unanticipated
          emergency  caused by an event  beyond the  Participant's  control that
          results in a severe and immediate financial need, known hereafter as a
          "Financial Hardship".

          The following unanticipated emergencies shall be recognized as causing
          a Financial Hardship:

          (i)  a sudden and unexpected illness or accident of the Participant or
               of one of the  Participant's  dependents,  as  defined in Article
               152(a) of the Internal Revenue Code of 1986;

          (ii) loss of the Participant's property due to casualty; or

          (iii) any other similar extraordinary and unforeseeable  circumstances
               arising  as  a  result  of  events  beyond  the  control  of  the
               Participant.

          Circumstances  that  shall not be deemed to meet the above  "Financial
          Hardship" definition shall include, but not be limited to, the need to
          send any  children  of the  Participant  to college  and the desire to
          purchase a home.

     (c)  The  circumstances  that shall constitute an  unforeseeable  emergency
          shall  depend upon the facts of each  request,  but, in any case,  the
          Participant must provide the Committee with a signed written statement
          certifying that the Financial Hardship cannot be relieved

          (i)  through reimbursement of compensation by insurance or otherwise,

          (ii) by reasonable liquidation of such Participant's assets, including
               those of his spouse  and minor  children  if they are  reasonably
               available to him,

          (iii) by  discontinuance  of allocations to this Plan or contributions
               to the Qualified Plan, or

          (iv) by other  distributions or loans from the Qualified Plan or loans
               from commercial sources on reasonable commercial terms.

     (d)  The amount of such  Financial  Hardship  withdrawal may not exceed the
          amount  required  to  meet  the  specified  need,   including  amounts
          necessary  to pay  Federal,  state or local  income taxes or penalties
          reasonably anticipated to result from the withdrawal.

11.2 General Rules

     (a)  Only one withdrawal will be permitted during any Plan Year.

     (b)  A written  request for a withdrawal must be submitted to the Committee
          at least 30 calendar  days prior to the  withdrawal  date,  or at such
          other time as the Committee shall determine.

12/05                                       14

<PAGE>

     (c)  If a withdrawal is requested as of any date other than the day after a
          Valuation Date, no investment  earnings will be credited on the amount
          withdrawn  for the  period  from the last  Valuation  Date to the date
          specified for the withdrawal.

Article 12


Regulations Governing Distribution of Benefits

12.1 Benefit Commencement Date

     (a)  Subject to Subsections  (b) and (c),  distribution  of benefits as the
          result of the  Participant's  Termination of Employment for any reason
          will  commence  as soon as  administratively  possible  following  the
          Plan's  December  31st  valuation   subsequent  to  the  date  of  his
          Termination of Employment, death or Disability.

     (b)  Subject to Paragraph (b), in lieu of having  benefits paid at the time
          described in Paragraph (a), the  Participant  may elect to have all or
          any portion of his  account  paid at a future date even if he is still
          employed as of such date. Such  designation  must specify the calendar
          year in which the payment is  requested to be made and must be made in
          writing and  submitted  to the Plan  Administrator  at the time of the
          Participant's initial election to participate.

          Participants  may  elect a change  the date  originally  selected  for
          payment, provided the election is made at least one year prior to such
          date and the change  election  defers  payments  of the benefit for at
          least five  additional  years from the date  originally  selected  for
          payment.

     (c)  In the  event  that the  Employer's  stock is  publicly  traded  on an
          established   securities   market  or  otherwise  at  the  time  of  a
          distribution of benefits to any specified Employees, such distribution
          may be made no earlier than six months after their date of termination
          for reasons other than death or Disability.

12.2 Method of Distribution

     Distribution of benefits  attributable to the Participant's  Accounts shall
     be in one of the following forms at the Participant's election,  subject to
     the rules set forth in Section 12.4.

     (a)  A single lump sum.

     (b)  Substantially equal annual installments over a period of not less than
          2 nor more than 10 full years.

12.3 Determination of Benefits

     (a)  In the  event  that  the  Participant  elects  to  have  his  benefits
          distributed in accordance with Subsection  12.2(a), he shall receive a
          single  lump  sum  equal to the  total  vested  value  of his  Account
          determined as of his Determination Date.

     (b)  In the  event  that  the  Participant  elects  to  have  his  benefits
          distributed in accordance with Subsection 12.2(b), the

12/05                                       15

<PAGE>

          (i)  amount of the first payment  shall be  determined by  multiplying
               the  vested  value  of  the  Participant's   Account  as  of  his
               Determination Date by a fraction,

               (A)  the  denominator  of which  equals  the number of years over
                    which the benefits are to be paid; and

               (B)  the numerator of which is one.

          (ii) amounts  of the  payments  for  each  succeeding  year  shall  be
               determined by multiplying  the vested value of the  Participant's
               Account as of the  applicable  anniversary  of his  Determination
               Date by a fraction,

               (A)  the  denominator  of which  equals the  number of  remaining
                    years over which the benefits are to be paid; and

               (B)  the numerator of which is one.

12.4 Election of Form of Benefit Payment

     (a)  A  Participant  shall elect the form in which his benefits are payable
          in accordance with Section 12.2. Separate elections shall be made with
          respect to the form in which benefits  shall be  distributed  upon the
          occurrence of the following events:

          (i)   voluntary termination, including Retirement;

          (ii)  involuntary termination, excluding Disability and death;

          (iii) Disability;

          (iv)  death (such election shall not apply to any death benefit
                payable in accordance with Article 13); and

          (v)   a specified date selected in accordance with Subsection 12.1(b).

          Such  elections  must be made when the  Participant  makes his initial
          election to participate in the Plan in accordance with Article 5.

     (b)  Notwithstanding the foregoing, the Participant may elect to change the
          form(s) elected in accordance  with Subsection (a),  provided such new
          election  is made  at  least  one  full  calendar  year  prior  to the
          Participant's  Termination  of Employment  and results in the benefits
          affected by such  election  being  deferred for at least an additional
          five years from the date they would have otherwise been paid.

     (c)  Any election  made pursuant to this Article shall be made on forms and
          in the manner  prescribed by the  Committee and shall be  irrevocable,
          except as provided in Subsection (b).

12/05                                       16

<PAGE>

12.5 Claim Procedure For Benefits

     (a)  Any request for specific  information  with respect to benefits  under
          the Plan must be made to the Committee in writing by a Participant  or
          his  Beneficiary.  Oral  communications  will not be  recognized  as a
          formal request or claim for benefits.

     (b)  The  Committee  shall  provide  adequate  notice  in  writing  to  any
          Participant or Beneficiary whose claim for benefits under the Plan has
          been denied,  (i) setting forth the specific  reasons for such denial;
          specific references to pertinent plan provisions; a description of any
          material and information  which had been requested but not received by
          the Committee; and, (ii) advising such Participant or Beneficiary that
          any  appeal of such  adverse  determination  must be in writing to the
          Committee, within such period of time designated by the Committee but,
          until  changed,  not more than 60 calendar  days after receipt of such
          notification,  and must include a full  description  of the  pertinent
          issues and basis of such claim.

     (c)  If the  Participant or Beneficiary  fails to appeal such action to the
          Committee  in  writing  within  the  prescribed  period  of time,  the
          Committee's adverse determination shall be final.

     (d)  If  an  appeal  is  filed  with  the  Committee,  the  Participant  or
          Beneficiary  shall submit such issues he feels are  pertinent  and the
          Committee shall reexamine all facts, make a final  determination as to
          whether the denial of benefits is justified  under the  circumstances,
          and advise the  Participant  or Beneficiary in writing of its decision
          and the specific  reasons on which such decision was based,  within 60
          calendar  days of  receipt of such  written  request,  unless  special
          circumstances require a reasonable extension of such 60-day period.

12.6 Substitute Payee

     Subject to Section  16.7,  if a  Participant  or  Beneficiary  entitled  to
     receive any benefits  hereunder is in his minority,  or is, in the judgment
     of the Committee,  legally, physically, or mentally incapable of personally
     receiving  and  receipting  any   distribution,   the  Committee  may  make
     distributions  to a legally  appointed  guardian or to such other person or
     institution  as, in the judgment of the Committee,  is then  maintaining or
     has custody of the payee.

12.7 Satisfaction of Liability

     After  all  benefits  under the Plan  have  been  distributed  in full to a
     Participant  or to his  Beneficiary,  all  liability  of the  Plan  to such
     Participant or to his Beneficiary shall cease.

12.8 Nonassignability

     (a)  Except as otherwise  provided in Subsection  (b), no right or claim to
          any  benefit  hereunder  will  be  assignable  by any  Participant  or
          Beneficiary, nor subject to garnishment, attachment, execution or levy
          of any  kind  and no  part of the  amounts  payable  hereunder  or any
          insurance policy referred to herein shall be subject to seizure by any
          creditor of the Participant, his spouse or any other beneficiary, by a
          proceeding  at  law  or in  equity,  and  no  such  benefit  shall  be
          transferable   by  operation  of  law  in  the  event  of  bankruptcy,
          insolvency  or death of the  Participant,  his  spouse,

12/05                                       17

<PAGE>

          or any other beneficiary hereunder.  Any attempt to assign,  transfer,
          pledge, encumber,  commute or anticipate payment of benefits hereunder
          will be void.

     (b)  Notwithstanding  Subsection  (a), the Plan shall permit a distribution
          that is necessary to

          (i)  fulfill a  "domestic  relations  order"  as  defined  in  Section
               414(p)(1)(B) of the Code or a distribution;

          (ii) comply with a "certificate  of divestiture" as defined in Section
               1043(b)(2) of the Code  (relating to the  divestiture  by certain
               public   officials  of  certain  assets  to  avoid  conflicts  of
               interest);

          (iii)pay the Federal  Insurance  Contributions  Act (FICA) tax imposed
               under Section 3101, Section 3121(a) and Section 3121(v)(2) of the
               Code,  where  applicable,  on  compensation  deferred  under  the
               arrangement (the FICA Amount).

          (iv) pay the income tax at source on wages  imposed under Section 3401
               of  the  Code  or the  corresponding  withholding  provisions  of
               applicable  state,  local, or foreign tax laws as a result of the
               payment of the FICA Amount,  and to pay the additional income tax
               at source on wages  attributable  to the pyramiding  Section 3401
               wages and taxes.  However,  the total payment under  Subparagraph
               (iii) and this Subparagraph (iv) must not exceed the aggregate of
               the FICA Amount,  and the income tax withholding  related to such
               FICA Amount

          (v)  pay any  taxes due as a result  of the Plan  failing  to meet the
               requirements of Section 409A. Any such payment may not exceed the
               amount  required  to be  included  in  income  as a result of the
               failure to comply with the requirements of Section 409A.

Article 13


Death Benefits

13.1 Special Pre-Retirement Death Benefit

     (a)  In the event that  Anthony  Abbate  dies while  still  employed by the
          Bank, his  Beneficiary  shall be entitled to a special  pre-retirement
          death benefit in addition to any other benefits payable from the Plan.
          Such benefit  shall equal the excess (if any) of the amount  described
          in Subsection (i) over the amount described in Subsection (ii):

          (i)  $345,000;

          (ii) the sum of (A) plus (B) below:

               (A)  the value of his Prior Life  Insurance  Policy Account under
                    the SERP

12/05                                       18

<PAGE>

                    as of the date of his death; plus

               (B)  the value of his Fixed Allocation  Account as of the date of
                    his death.

     (b)  Payment of the amount described in Subsection (a) shall be made in the
          form of a single  lump sum and will not be  affected  by any  election
          made by Anthony Abbate in accordance with the Section 12.4.

13.2 Post-Retirement Death Benefits

     In the event that Anthony  Abbate dies after his  Termination of Employment
     from the Bank,  the  special  pre-retirement  death  benefit  described  in
     Section  13.1  shall  not be  payable  and his  Beneficiary  shall  only be
     entitled to the  remainder,  if any, of the benefit  payments to which such
     Participant was entitled under Article 12.

Article 14


Beneficiary Designation


14.1 Each Participant, upon becoming eligible for participation in the Plan, may
     designate a Beneficiary to receive the benefits payable in the event of his
     death,  and  designate a  successor  Beneficiary  to receive  any  benefits
     payable in the event of the death of any other Beneficiary.

14.2 A  Participant  may change his  Beneficiary  at any time.  All  Beneficiary
     designations and changes shall be made on an appropriate form as designated
     by the Committee and filed with the Committee.

14.3 If no person shall be designated by the  Participant,  or if the designated
     Beneficiary  shall not survive  the  Participant,  payment of his  interest
     shall be made to the Participant's estate.

Article 15


Amendment and Termination


15.1 Amendment

     (a)  The  Plan  may be  amended  or  otherwise  modified  by the  Board  of
          Directors, in whole or in part, either retroactively or prospectively,
          provided  that no amendment  or  modification  shall,  with respect to
          allocations already credited,

          (i)  change the amount of allocations under Article 6 or Article 7;

12/05                                       19

<PAGE>

          (ii) change the method  for  valuing  the  Participant  Account  under
               Article 8;

          (iii) increase the vesting requirements under Article 10.

     (b)  Notwithstanding  the  foregoing,  the Plan may be amended or otherwise
          modified  by the  Board of  Directors,  in  whole  or in part,  either
          retroactively or prospectively,  in a manner which does not conform to
          the requirements of Subsection (a),  provided that the written consent
          of each  adversely  affected  Participant  is  obtained  prior to such
          amendment or modification.

15.2 Termination

     During the  lifetime  of the  Participant,  this Plan may be amended by the
     Board at any time or times, in whole or in part, only by the mutual written
     agreement of the Participant and the Board.  Although the Employer  expects
     to continue  the Plan  indefinitely,  it  expressly  reserves  the right to
     terminate  it in whole or in part at any time by an  instrument  in writing
     delivered  to the  Participant,  effective  on the date  specified  in such
     instrument,  provided,  however,  that the  Participant's  accrued benefit,
     calculated as of the time of such termination,  will not be reduced without
     the  Participant's  consent,  and will remain  payable in  accordance  with
     Section  3. at the  same  time  and in the same  form as  would  have  been
     applicable  in the event  that  termination  of the Plan had not  occurred.
     Earlier  payment of benefits  under the Plan upon  termination  of the Plan
     shall be permitted at the discretion of the Employer only in the event that
     such accelerated payment is made in accordance with one of the following:

     (a)  within 12 months of a corporate  dissolution  taxed under section 331,
          or with the  approval  of a  bankruptcy  court  pursuant  to 11 U.S.C.
          ss.503(b)(1)(A), provided that the amounts deferred under the Plan are
          included in the participants' gross incomes in the latest of

          (i)   The calendar year in which the Plan termination occurs;

          (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)  under the terms of the arrangement to terminate the arrangement within
          the 30 calendar days preceding or the 12 months  following a change in
          control  event (as defined in  ss.1.409A-3(g)(5)(i))  of the  proposed
          regulations.  For purposes of the Plan, an arrangement will be treated
          as terminated only if all substantially similar arrangements sponsored
          by the  Employer  are  terminated,  so  that  the  Participant  in the
          arrangement  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 termination of the arrangements.

     (c)  provided that

          (i)  all  arrangements   sponsored  by  the  Employer  that  would  be
               aggregated with any terminated  arrangement under  ss.1.409A-1(c)
               of the proposed  regulations if the  Participant  participated in
               all of the arrangements are terminated;

12/05                                       20

<PAGE>

          (ii) No payments  other than  payments that would be payable under the
               terms of the arrangements if the termination had not occurred are
               made within 12 months of the termination of the arrangements;

          (iii) All payments are made within 24 months of the termination of the
               arrangements; and

          (iv) The  Employer  does not  adopt a new  arrangement  that  would be
               aggregated with any terminated  arrangement under  ss.1.409A-1(c)
               of the proposed regulations if the same Participant  participated
               in both arrangements, at any time within five years following the
               date of termination of the arrangement.

     (d)  Such other events and conditions as the  Commissioner  of the Internal
          Revenue  Service  may  prescribe  in  generally   applicable  guidance
          published in the Internal Revenue Bulletin.

Article 16


General Provisions

16.1 Limitation of Rights

     Neither the  establishment of the Plan, nor any modification  thereof,  nor
     the  creation  of an  account,  nor the  payment of any  benefits  shall be
     construed  as giving  any  Participant,  Beneficiary,  or any other  person
     whomsoever,  any legal or  equitable  right  against  the  Employer  or the
     Committee unless such right shall be specifically  provided for in the Plan
     or conferred by affirmative  action of the Committee in accordance with the
     terms and provisions of the Plan; or as giving any Participant the right to
     be retained in the service of the Employer,  and all Participants and other
     employees  shall  remain  subject to discharge to the same extent as if the
     Plan had never been adopted.

16.2 Construction of Agreement

     The  Plan  shall be  construed  according  to the laws of the  State of New
     Jersey,  and all provisions hereof shall be administered  according to, and
     its validity shall be determined under, the laws of New Jersey except where
     preempted by Federal law.

16.3 Severability

     Should any provision of the Plan or any regulations  adopted  thereunder be
     deemed or held to be unlawful  or invalid  for any reason,  such fact shall
     not  adversely  affect the other  provisions  or  regulations  unless  such
     invalidity  shall render  impossible or impractical  the functioning of the
     Plan and, in such case, the appropriate  parties shall  immediately adopt a
     new  provision or  regulation  to take the place of the one held illegal or
     invalid.

16.4 Titles and Headings

     The  titles  and  headings  of the  Articles  in  this  instrument  are for
     convenience of reference  only and, in the event of any conflict,  the text
     rather than such titles or headings shall control.

12/05                                       21

<PAGE>

16.5 Binding Upon Successors

     The  liabilities  under the Plan shall be  binding  upon any  successor  or
     assign of the Employer and any  purchaser of the Employer or  substantially
     all of the assets of the Employer.

16.6 Separate Plan

     Benefits  contained  herein are a matter of separate  agreement  and not in
     lieu of salary or any other compensation for services.

16.7 Incapacity

     If, in the opinion of the Board or Committee,  the Participant is unable to
     care for his affairs  because of illness,  accident or any other  reason at
     the time benefits are payable under the terms of the Plan,  any payment due
     the Participant, unless prior claim therefor shall have been made by a duly
     qualified guardian or other duly appointed and qualified  representative of
     such person,  may be paid to some member of the person's family, or to some
     party who, in the opinion of the Board or Committee,  has incurred  expense
     for such  person.  Any such  payments  shall be payments for the account of
     such person and shall be a complete  discharge of the Employer's  liability
     under the Plan.

16.8 Misstated Information

     If any  information has been misstated on which the  Participant's  benefit
     under the Plan was based,  such benefit  shall not be  invalidated  but the
     amount of the benefit  shall be adjusted to the proper amount as determined
     on the  basis  of the  correct  information.  Overpayments,  if  any,  with
     interest as determined by the  Administrator  shall be charged  against any
     payments  accruing  with  respect  to the  Participant.  The  Administrator
     reserves  the right to  require  proof of age of any person  entitled  to a
     benefit under this Plan.

16.9 Tax Withholding

     The  Employer  shall  withhold  the amount of any  federal,  state or local
     income tax or other tax  required  to be  withheld  by the  Employer  under
     applicable law with respect to any amount payable under the Plan.

12/05                                       22