EX-10.2


    Exhibit
      10.2

    


    


    


    


    


    
 

     

    


    RESTATED

    EXECUTIVE
      SUPPLEMENTAL

    RETIREMENT
      INCOME AGREEMENT

    FOR
      ELIZABETH HANCE

    


    MAGYAR
      BANK

    New
      Brunswick, New Jersey

    


    January
      1, 2006

    


    


    


    


    
 

    


    


    


    Financial
      Institution Consulting Corporation

    700
      Colonial Road, Suite 102

    Memphis,
      Tennessee 38117

    WATS:
      1-800-873-0089

    FAX:
      (901) 684-7414

    (901)
      684-7400


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    RESTATED

    EXECUTIVE
      SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

    FOR
      ELIZABETH HANCE

    


    This
      Restated Executive Supplemental Retirement Income Agreement for Elizabeth Hance
      (the "Agreement"), effective as of the 1st day of January, 2006, amends and
      restates the Executive Supplemental Retirement Income Agreement for Elizabeth
      Hance dated February 1, 1996, and formalizes the understanding by and between
      MAGYAR BANK (the "Bank"), a state chartered stock savings bank, and ELIZABETH
      HANCE, hereinafter referred to as "Executive".

    


    W
      I T N E S S E T H :

    


    WHEREAS,
      the
      Executive is employed by the Bank; and 

    


    WHEREAS,
      the
      Bank recognizes the valuable services heretofore performed by the Executive
      and
      wishes to encourage continued employment; and

    


    WHEREAS,
      the
      Executive wishes to be assured that he will be entitled to a certain amount
      of
      additional compensation for some definite period of time from and after
      retirement from active service with the Bank or other termination of employment
      and wishes to provide his beneficiary with benefits from and after death; and
      

    


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

     

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

     

    WHEREAS,
      the
      Bank desires that the Agreement comply with Code Section 409A and any Treasury
      Regulations promulgated thereunder; and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    WHEREAS,
      the
      Bank has adopted this Restated Executive Supplemental Retirement Income
      Agreement which controls all issues relating to benefits as described herein;
      and

     

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

     

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

    


    SECTION
      I

    DEFINITIONS

    


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

    


    
      	
              1.1

            	
              "Accrued
                Benefit Account" shall be represented
                by
                the bookkeeping entries required to record the Executive=s
                (i) Phantom Contributions plus (ii) accrued interest, equal to the
                Interest Factor, earned to-date on such amounts. However, neither
                the
                existence of such bookkeeping entries nor the Accrued Benefit Account
                itself shall be deemed to create either a trust of any kind, or a
                fiduciary relationship between the Bank and the Executive or any
                Beneficiary. 

            


    

    


    
      	
              1.2

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

            


    

    


    
      	
              1.3

            	
              "Bank"
                means MAGYAR BANK and any successor
                thereto.

            


    

    


    
      	
              1.4

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

            


    

    


    
      	
              1.5

            	
              "Benefit
                Age" means the Executive's sixty-fifth (65th) birthday.
                

            


    


    
      
        
        

      

      
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              1.6

            	
              "Benefit
                Eligibility Date" means the date on which the Executive is entitled
                to
                receive any benefit(s) pursuant to Section(s) III or V of this Agreement.
                It shall be the first day of the month following the month in which
                the
                Executive attains his Benefit Age. 

            


    

    


    
      	
              1.7

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

            


    

     

    
      	
              1.8

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

            


    

     

    
      	
              1.9
                

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

            


    

     

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

    


    
      	 	
              (a)

            	
              Change
                in Ownership of the Bank or Company

            


    

     

    Change
      in
      the ownership occurs on the date that any one person, or more than one person
      acting as a group (as defined above), acquires ownership of stock of the Bank
      or
      Company that, together with stock held by such person or group, constitutes
      more
      than 50 percent of the total fair market


    
      
        
        

      

      
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    value
      or
      total voting power of the stock of such corporation. However, if any one person
      or more than one person acting as a group, is considered to own more than 50
      percent of the total fair market value or total voting power of the stock of
      a
      corporation, the acquisition of additional stock by the same person or persons
      is not considered to cause a change in the ownership of the corporation or
      to
      cause a change in the effective control of the corporation. 

    


    
      	 	
              (b)

            	
              Change
                in the Effective Control of the Bank or
                Company

            


    

     

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


     

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


     

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

    


    
      	 	
              (c)

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

            


    

     

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

     

    
      	
              1.10

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

            


    

     

    
      	1.11         
              	
              "Code"
                means the Internal Revenue Code of 1986, as amended from time to
                time.

            


    

    
 

    
      
        
        

      

      
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              1.12

            	
              "Contribution(s)"
                means those annual contributions which the Bank is required to make
                to the
                Retirement Income Trust Fund on behalf of the Executive in accordance
                with
                Subsection 2.1(a) and in the amounts set forth in Exhibit A of the
                Agreement. 

            


    

    


    
      	1.13        
              	
              “Company”
                shall mean Magyar Bancorp, Inc.

            


    

    


    
      	
              1.14

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

            


    

    


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

    


    
      	
              1.15

            	
              "Effective
                Date" of this Agreement shall be January 1st,
                2006.

            


    

    


    
      	
              1.16

            	
              "Estate"
                means the estate of the Executive.

            


    

    


    
      	
              1.17

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

            


    

    


    
      	
              1.18

            	
              "Payout
                Period" means the time frame during which certain benefits payable
                hereunder shall be distributed. Payments shall be made in monthly
                installments commencing on the first day of the month following the
                occurrence of the event which triggers distribution and continuing
                for a
                period of one hundred eighty (180) months. Should the Executive make
                a
                Timely Election to receive a lump sum benefit payment, the
                Executive=s
                Payout Period shall be deemed to be one (1) month. Notwithstanding
                anything herein to the contrary, in the event that the Executive
                exercises
                the Executive’s withdrawal rights and the Executive is considered a
                Specified Employee within the meaning of Code section 409A(a)(2)(B)(i)
                at
                the time of (i) any distribution due to the Executive’s termination of
                employment (for reasons other than death or disability), or (ii)
                any
                payments to the Retirement Income Trust Fund, then such payments
                shall be
                delayed until the first day of the seventh full month following the
                Executive’s Separation from Service. In such case, the first payment made
                to the Executive will consist of an amount equal to seven (7) monthly
                installments so that the
                Executive

            


    


    
      
        
        

      

      
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    (or
      his
      Beneficiary, as applicable) will receive his full benefits hereunder over a
      period of 180 months following his Separation from Service.

    


    
      	
              1.19

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

            


    

    


    
      	
              1.20

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

            


    

    


    
      	
              1.21

            	
              “Retirement
                Income Trust Fund” means the trust fund account established by the
                Executive and into which annual Contributions will be made by the
                Bank on
                behalf of the Executive pursuant to Subsection 2.1. he contractual
                rights
                of the Bank and the Executive with respect to the Retirement Income
                Trust
                fund shall be outlined in a separate writing known as the Elizabeth
                Hance
                Grantor Trust Agreement.

            


    

    


    
      	
              1.22

            	
              “Separation
                from Service” means the Executive’s death, retirement or termination of
                employment with the Bank. No Separation from Service shall be deemed
                to
                occur due to military leave, sick leave or other bona fide leave
                of
                absence if the period of such leave does not exceed six months or,
                if
                longer, so long as the Executive’s right to reemployment is provided by
                law or contract. If the leave exceeds six months and the Executive’s right
                to reemployment is not provided by law or by contract, then the Executive
                shall be have a Separation from Service on the first date immediately
                following such six-month period.

            


    

    


    The
      Executive shall not be treated as having a Separation from Service if the
      Executive provides more than insignificant services for the Bank following
      the
      Executive’s actual or purported termination of employment with the Bank.
      Services shall be treated as not being insignificant if such services are
      performed at an annual rate that is at least equal to 20% of the services
      rendered by the Executive for the Bank, on average, during the immediately
      preceding three full calendar years of employment (or if employed less than
      three years, such shorter period of employment) and the annual base compensation
      for such services is at least equal to 20% of the average base compensation
      earned during the final


    
      
        
        

      

      
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    three
      full calendar years of employment (or if employed less than three years, such
      shorter period of employment).

    


    Where
      the
      Executive continues to provide services to a previous employer in a capacity
      other than as an employee, a Separation from Service will not be deemed to
      have
      occurred if the Executive is providing services at an annual rate that is 50%
      or
      more of the services rendered, on average, during the immediate preceding three
      full calendar years of employment (or if employed less than three years, such
      lesser period) and the annual base compensation for such services is 50% or
      more
      of the annual base compensation earned during the final three full calendar
      years of employment (or if less, such lesser period).

    


    
      	
              1.23

            	
              “Specified
                Employee” means, in the event the Bank or any corporate parent is or
                becomes publicly traded, a “key employee” as such term is defined in Code
                Section 416(i) without regard to paragraph 5
                thereof.

            


    

    


    
      	
              1.24

            	
              "Supplemental
                Retirement Income Benefit" means (assuming the normal form of payment
                is
                applicable) an annual amount (before
                taking into account federal and state income taxes), payable in monthly
                installments throughout the Payout Period. Such benefit is projected
                pursuant to the Agreement for the purpose of determining the Contributions
                to be made to the Retirement Income Trust Fund (or Phantom Contributions
                to be recorded in the Accrued Benefit Account). The annual Contributions
                and Phantom Contributions have been actuarially determined, using
                the
                assumptions set forth in Exhibit A, in order to fund for the projected
                Supplemental Retirement Income Benefit. The Supplemental Retirement
                Income
                Benefit for which Contributions (or Phantom Contributions) are being
                made
                (or recorded) is set forth in Exhibit A.


            


    

    


    
      	
              1.25

            	
              "Timely
                Election" means the Executive has made an election to change the
                form of
                his benefit payment(s) from the Retirement Income Trust Fund by filing
                with the Administrator a Notice of Election to Change Form of Payment
                (Exhibit C of this Agreement), such election having been made prior
                to the
                event which triggers distribution and at least two (2) years prior
                to the
                Executive's Benefit Eligibility Date. In the case of benefits payable
                from
                the Accrued Benefit Account, such election generally shall have been
                made
                prior to December 31, 2006 (i.e. the last day of the “Transition Period”
                for bringing plans into compliance with Code Section 409A).
                Notwithstanding any provision herein to the contrary, in the event
                that
                the Executive exercises his withdrawal rights pursuant to Section
                2.2

            


    


    
      
        
        

      

      
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    herein,
      the Executive shall only be permitted to make subsequent changes to the time
      or
      form of distributions under Section 3.1, 4.1 or 5.1 by meeting each of the
      following requirements:

     

    (i) no
      election may take effect until at least 12 months after the date on which the
      election is made;

     

    (ii) other
      than with respect to distributions made on account of death or disability,
      the
      first payment with respect to which such election is made shall be deferred
      for
      a period of at least five years from the date such payment would otherwise
      have
      been made; and

     

    
      	 	
              (iii)

            	
              any
                such election must be made at least 12 months prior to the date of
                the
                first scheduled payment under such
                paragraph.

            


    

     

    


     

    SECTION
      II

    BENEFITS
      - GENERALLY

    


    
      	
              2.1

            	
              (a)
                Retirement
                Income Trust Fund and Accrued Benefit Account.
                The Executive shall establish the Elizabeth Hance Grantor Trust into
                which
                the Bank shall be required to make annual Contributions on the
                Executive=s
                behalf, pursuant to Exhibit A and this Section II of the Agreement.
                A
                trustee shall be selected by the Executive. The trustee shall maintain
                an
                account, separate and distinct from the Executive=s
                personal contributions, which account shall constitute the Retirement
                Income Trust Fund. The trustee shall be charged with the responsibility
                of
                investing all contributed funds. Distributions from the Retirement
                Income
                Trust Fund of the Elizabeth Hance Grantor Trust shall be made by
                the
                trustee to the Executive, for purposes of payment of any income taxes
                due
                and owing on Contributions by the Bank to the Retirement Income Trust
                Fund, if any, and on any taxable earnings associated with such
                Contributions which the Executive shall be required to pay from year
                to
                year under applicable law prior to actual receipt of any benefit
                payments
                from the Retirement Income Trust Fund. If the Executive exercises
                his
                withdrawal rights pursuant to Subsection 2.2, the Bank=s
                obligation to make Contributions to the Retirement Income Trust Fund
                shall
                cease and the Bank=s
                obligation to record Phantom Contributions in the Accrued Benefit
                Account
                shall immediately commence pursuant to Exhibit A and this Section
                II of
                the Agreement. To the extent this Agreement is inconsistent with
                the
                Elizabeth Hance Grantor Trust agreement, this Agreement shall supersede
                the Elizabeth Hance Grantor Trust
                agreement.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    The
      annual Contributions (or Phantom Contributions) required to be made by the
      Bank
      to the Retirement Income Trust Fund (or recorded by the Bank in the Accrued
      Benefit Account) have been actuarially determined and are set forth in Exhibit
      A
      which is attached hereto and incorporated herein by reference. Contributions
      shall be made by the Bank to the Retirement Income Trust Fund (i) within thirty
      (30) days of establishment of such trust, and (ii) within the first five (5)
      days of the beginning of each subsequent Plan Year, unless this Section
      expressly provides otherwise. Phantom Contributions, if any, shall be recorded
      in the Accrued Benefit Account within the first five (5) days of the beginning
      of each applicable Plan Year, unless this Section expressly provides otherwise.
      Phantom Contributions shall accrue interest at a rate equal to the Interest
      Factor, up to and throughout the Payout Period, until the balance of the Accrued
      Benefit Account has been fully distributed. Interest on any Phantom Contribution
      shall not commence until one (1) calendar year following the date such Phantom
      Contribution is initially recorded in the Executive=s
      Accrued
      Benefit Account.

    


    The
      Administrator may review the schedule of annual Contributions (or Phantom
      Contributions) provided for in Exhibit A within ten (10) days prior to the
      close
      of each Plan Year. Such review shall consist of an evaluation of the accuracy
      of
      all assumptions used to establish the schedule of Contributions (or Phantom
      Contributions) required to provide the Supplemental Retirement Income Benefit.
      The Administrator may prospectively amend the schedule of Contributions (or
      Phantom Contributions) provided for in Exhibit A, should the Administrator
      determine during any such review that an increase in such Contributions (or
      Phantom Contributions) is necessary or desired in order to provide a benefit
      equivalent to the Supplemental Retirement Income Benefit on an after-tax
      basis.

     

    (b)
      Withdrawal
      Rights Not Exercised. 

     

    (1)
      Contributions
      Made Annually

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

    


    



    
      
        
        

      

      
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    (2)
      Termination
      Following a Change in Control

    If
      the
      Executive does not exercise his withdrawal rights pursuant to Subsection 2.2
      and
      a Change in Control occurs at the Bank, followed within sixty (60) months by
      either (i) the Executive's involuntary termination of employment, or (ii)
      Executive's voluntary termination of employment after: (A) a material change
      in
      the Executive's function, duties, or responsibilities, which change would cause
      the Executive's position to become one of lesser responsibility, importance,
      or
      scope from the position the Executive held at the time of the Change in Control,
      (B) a relocation of the Executive's principal place of employment by more than
      thirty (30) miles from its location prior to the Change in Control, or (C)
      a
      material reduction in the benefits and perquisites to the Executive from those
      being provided at the time of the Change in Control, the Contribution set forth
      below shall be required of the Bank in addition to all previous annual
      Contributions. The Bank shall be required to make a final Contribution to the
      Retirement Income Trust Fund within five (5) days of the Executive's termination
      of employment (or if the Executive is a Specified Employee, not earlier than
      the
      first day of the seventh (7th) month following the Executive’s Separation from
      Service), in an amount equal to the lesser of (i) the present value (using
      the
      Interest Factor) of all remaining Contributions which would have been required
      to be made on behalf of the Executive, had the Executive remained in the employ
      of the Bank until Benefit Age, or (ii) One Dollar ($1.00) less than the total
      dollar amount of Contributions which would have resulted in taxation to the
      Executive pursuant to sections 280G and 4999 of the Code.

    


    (3)
      Termination
      For Cause

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

     

    (4)
      Voluntary
      or Involuntary Termination (Not For Cause) of Employment Prior to Benefit
      Age.

    If
      (i)
      the Executive does not exercise his withdrawal rights pursuant to
      Subsection 2.2, and (ii) the Executive's employment with the Bank is
      voluntarily or involuntarily terminated for any reason other than a termination
      related to disability, termination for Cause, or termination following a Change
      in Control, within ten (10) days of such voluntary or involuntary termination
      of
      employment, the Bank shall be required to make a final Contribution to the
      Retirement Income Trust Fund, attributable to the Plan Year in which the
      termination occurs (unless such Contribution is made prior to termination),
      in


    
      
        
        

      

      
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    an
      amount
      equal to the full Contribution required for such Plan Year. No further
      Contribution(s) shall be required for periods subsequent to the Plan Year in
      which the Executive=s
      employment is terminated.

     

    (5)
      Death
      During Employment.

    If
      the
      Executive (i) does not exercise any withdrawal rights pursuant to
      Subsection 2.2, and (ii) dies while employed by the Bank (including
      employment following a Change in Control), the Contributions included on
      Exhibit A shall be required of the Bank through and including the year in
      which the Executive dies. Such Contributions to the Retirement Income Trust
      Fund
      shall commence in the Plan Year in which the Retirement Income Trust Fund is
      established and shall continue, annually, through the Plan Year in which the
      Executive dies. No additional Contributions shall be required for any Plan
      Year
      after the year in which the Executive dies.

    


    (6)
      Termination
      Due to Disability.

    If
      the
      Executive (i) does not exercise his withdrawal rights pursuant to Subsection
      2.2, and (ii) terminates service with the Bank due to a disability pursuant
      to
      Subsection 6.1, all annual Contributions set forth in Exhibit A for all Plan
      Years preceding the year in which such termination occurs shall be required
      of
      the Bank as well as the final Contribution, set forth below, attributable to
      the
      Plan Year in which termination occurs (unless such Contribution is made prior
      to
      termination). The final Contribution to be made by the Bank for the Plan Year
      in
      which the termination occurs, shall be equal to the full Contribution required
      for such Plan Year pursuant to Exhibit A and shall be made within ten (10)
      days
      of the disability determination. No additional Contributions to the Retirement
      Income Trust Fund shall be required for periods subsequent to the Plan Year
      in
      which the Executive=s
      employment is terminated.

    


    (c)
      Withdrawal
      Rights Exercised. 

     

    (1)
      Phantom
      Contributions Made Annually.

    If
      the
      Executive exercises his withdrawal rights pursuant to Subsection 2.2, no further
      Contributions to the Retirement Income Trust Fund shall be required of the
      Bank.
      Thereafter, Phantom Contributions shall be recorded annually in the Executive's
      Accrued Benefit Account on or before the last day of each Plan Year, commencing
      with the first Plan Year following the Plan Year in which the Executive
      exercises his withdrawal rights. Such Phantom Contributions shall continue
      to be
      recorded annually, 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    unless
      this Subsection 2.1(c) specifically states otherwise, until the earlier of
      (i)
      the last Plan Year that Phantom Contributions are required pursuant to Exhibit
      A, or (ii) the Plan Year of the Executive's termination of
      employment.

    


    (2)
      Termination
      Following a Change in Control

    If
      the
      Executive exercises his withdrawal rights pursuant to Subsection 2.2, Phantom
      Contributions shall commence in the first Plan Year following the Plan Year
      in
      which the Executive first exercises his withdrawal rights. If a Change in
      Control occurs at the Bank, and within sixty (60) months of such Change in
      Control, the Executive's employment is either (i) involuntarily terminated,
      or
      (ii) voluntarily terminated by the Executive after: (A) a material change in
      the
      Executive's function, duties, or responsibilities, which change would cause
      the
      Executive's position to become one of lesser responsibility, importance, or
      scope from the position the Executive held at the time of the Change in Control,
      (B) a relocation of the Executive's principal place of employment by more than
      thirty (30) miles from its location prior to the Change in Control, or (C)
      a
      material reduction in the benefits and perquisites to the Executive from those
      being provided at the time of the Change in Control, the Phantom Contribution
      set forth below shall be required of the Bank in addition to all previous annual
      Contributions. The Bank shall be required to record a final lump sum Phantom
      Contribution in the Accrued Benefit Account, within five (5) days of such
      termination, in an amount equal to the lesser of (i) the present value (using
      the Interest Factor) of all remaining Phantom Contributions which would have
      been required had the Executive remained in the employ of the Bank until Benefit
      Age, or (ii) One Dollar ($1.00) less than the total dollar amount of Phantom
      Contributions which would have resulted in taxation to the Executive pursuant
      to
      sections 280G and 4999 of the Code.

    


    (3)
      Termination
      For Cause

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

    


    (4)
      Voluntary
      or Involuntary Termination (Not For Cause) of Employment Prior to Benefit
      Age.

    If
      (i)
      the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and
      (ii) the Executive's employment with the Bank is voluntarily or involuntarily
      terminated for any reason other than a termination related to disability,
      termination for Cause, or termination following a Change in Control, within
      ten
      (10) days of such voluntary or involuntary termination of employment, the Bank
      shall be


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    required
      to record a final Phantom Contribution in the Executive=s
      Accrued
      Benefit Account, attributable to the Plan Year in which the termination occurs
      (unless such Phantom Contribution is recorded prior to termination), in an
      amount equal to the full Phantom Contribution required for such Plan Year.
      No
      further Phantom Contributions shall be required to be recorded for periods
      subsequent to the Plan Year in which the Executive=s
      employment is terminated. 

    


    (5)
      Death
      During Employment.

    If
      the
      Executive (i) exercises his withdrawal rights pursuant to Subsection 2.2,
      and (ii) dies while employed by the Bank (including employment following a
      Change in Control), the Phantom Contributions included on Exhibit A shall be
      required of the Bank. Such Phantom Contributions to the Accrued Benefit Account
      shall commence in the Plan Year in which the Executive exercises his withdrawal
      rights and shall continue, annually, through the Plan Year in which the
      Executive dies. The final Phantom Contribution, attributable to the Plan Year
      of
      the Executive=s
      death,
      shall be equal to (i) the full Phantom Contribution required in accordance
      with
      Exhibit A for all Plan Year in which the Executive dies, if not recorded prior
      to death, plus (ii) the sum of the total Phantom Contributions which would
      have
      been required in accordance with Exhibit A for all Plan Year(s) following the
      Plan Year of the Executive=s
      death.
      Such final Phantom Contribution shall be recorded in the Accrued Benefit Account
      within (10) days of the Executive=s
      death.

    


    (6)
      Termination
      Due to Disability.

    If
      the
      Executive (i) exercises his withdrawal rights pursuant to Subsection 2.2, and
      (ii) terminates service with the Bank due to a disability pursuant to Subsection
      6.1, the final Phantom Contribution recorded for the Plan Year in which the
      termination occurs shall be required for such Plan Year pursuant to Exhibit
      A
      and shall be recorded in the Accrued Benefit Account within ten (10) days of
      the
      disability determination. No additional Phantom Contributions shall be required
      to be recorded in the Accrued Benefit Account for periods subsequent to the
      Plan
      Year in which the Executive=s
      employment is terminated.

    


    
      	
              2.2

            	
              Withdrawals
                From Retirement Income Trust
                Fund.

            


    


    Exercise
      of withdrawal rights by the Executive pursuant to the Elizabeth Hance Grantor
      Trust agreement shall terminate the Bank's obligation to make any further
      Contributions to the Retirement Income Trust Fund, and the Bank=s
      obligation to record Phantom Contributions pursuant to Subsection 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    2.1(c)
      shall commence. For purposes of this Subsection 2.2, Aexercise
      of withdrawal rights@
      shall
      mean those withdrawal rights to which the Executive is entitled under Article
      III of the Elizabeth Hance Grantor Trust agreement and shall exclude any
      distributions made by the trustee of the Retirement Income Trust Fund to the
      Executive for purposes of payment of income taxes in accordance with Subsection
      2.1 of this Agreement, or other trust expenses properly payable from the
      Elizabeth Hance Grantor Trust pursuant to the provisions of the trust
      document.

    


    2.3   Benefits
      Payable From Retirement Income Trust Fund

    Notwithstanding
      anything else to the contrary in this Agreement, in the event that the trustee
      of the Retirement Income Trust Fund purchases a life insurance policy with
      the
      Contributions to and, if applicable, earnings of the Trust, and such life
      insurance policy is intended to continue in force beyond the Payout Period
      for
      the disability or retirement benefits payable from the Retirement Income Trust
      Fund pursuant to this Agreement, then the Trustee shall have the absolute and
      sole discretion to determine the portion of the cash value of such policy
      available for purposes of annuitizing the Retirement Income Trust Fund to
      provide the disability or retirement benefits payable under this Agreement,
      after taking into consideration the amounts reasonably believed to be required
      in order to maintain the cash value of such policy to continue such policy
      in
      effect until the death of the Executive and payment of death benefits
      thereunder.

    


    SECTION
      III

    RETIREMENT
      BENEFIT

    


    
      	
              3.1

            	
              (a)
                Normal
                form of payment.

            


    

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

    


    
      	
               

            	
              The
                Retirement Income Trust Fund, measured as of the Executive's Benefit
                Age,
                shall be annuitized (using the Interest Factor) into monthly installments
                and shall be payable for the Payout Period. Such benefit payments
                shall
                commence on the Executive's Benefit Eligibility Date. Should Retirement
                Income Trust Fund assets actually earn a rate of return, following
                the
                date such balance is annuitized, which is less than the rate of return
                used to annuitize the Retirement Income Trust Fund, no additional
                contributions to the Retirement Income Trust Fund shall be required
                by the
                Bank in order to fund the

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    final
      benefit payment(s) and make up for any shortage attributable to the
      less-than-expected rate of return. Should Retirement Income Trust Fund assets
      actually earn a rate of return, following the date such balance is annuitized,
      which is greater than the rate of return used to annuitize the Retirement Income
      Trust Fund, the final benefit payment to the Executive (or his Beneficiary)
      shall distribute the excess amounts attributable to the greater-than-expected
      rate of return. In the event the Executive dies at any time after attaining
      his
      Benefit Age, but prior to commencement or completion of all the payments due
      and
      owing hereunder, (i) the trustee of the Retirement Income Trust Fund shall
      pay
      to the Executive's Beneficiary the monthly installments (or a continuation
      of
      such monthly installments if they have already commenced) for the balance of
      months remaining in the Payout Period, or (ii) the Executive's Beneficiary
      may
      request to receive the unpaid balance of the Executive's Retirement Income
      Trust
      Fund in a lump sum payment. If a lump sum payment is requested by the
      Beneficiary, payment of the balance of the Retirement Income Trust Fund in
      such
      lump sum form shall be made only if the Executive's Beneficiary (i) obtains
      approval from the trustee of the Elizabeth Hance Grantor Trust and (ii) notifies
      the Administrator in writing of such election within ninety (90) days of the
      Executive's death. Such lump sum payment, if approved by the trustee, shall
      be
      payable within thirty (30) days of such trustee approval.

    


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

    


    (b)
      Alternative
      Payout Option

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


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

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (upon
      attainment of his Benefit Age), but before the actual payment is made, his
      Beneficiary shall be entitled to receive the lump sum benefit in accordance
      with
      this Subsection 3.1(b) within thirty (30) days of the date the Administrator
      receives notice of the Executive's death. Notwithstanding the foregoing, unless
      the Executive has made a Timely Election to receive a lump sum distribution
      with
      respect to the Accrued Benefit Account, distributions from the Accrued Benefit
      Account will be paid over the Payout Period commencing within thirty (30) days
      of the Executive=s
      Benefit
      Age. 

    


    SECTION
      IV

    PRE-RETIREMENT
      DEATH BENEFIT

    


    
      	
              4.1

            	
              (a)
                Normal
                form of payment.

            


    

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

     

    The
      Executive=s
      Retirement Income Trust Fund, measured as of the Executive=s
      date of
      death and including any contributions made to the Retirement Income Trust Fund
      for the year in which the Executive dies, shall be annuitized (using the
      Interest Factor) into monthly installments and shall be payable to the
      Executive's Beneficiary for the Payout Period. Such benefit payments shall
      commence within thirty (30) days of the date the Administrator receives notice
      of the Executive's death. Should Retirement Income Trust Fund assets actually
      earn a rate of return, following the date such balance is annuitized, which
      is
      less than the rate of return used to annuitize the Retirement Income Trust
      Fund,
      no additional contributions to the Retirement Income Trust Fund shall be
      required by the Bank in order to fund the final benefit payment(s) and make
      up
      for any shortage attributable to the less-than-expected rate of return. Should
      Retirement Income Trust Fund assets actually earn a rate of return, following
      the date such balance is annuitized, which is greater than the rate of return
      used to annuitize the Retirement Income Trust Fund, the final benefit payment
      to
      the Executive's Beneficiary shall distribute the excess amounts attributable
      to
      the greater-than-expected rate of return. The Executive's Beneficiary may
      request to receive the unpaid balance of the Executive's Retirement Income
      Trust
      Fund in a lump sum payment. If a lump sum payment is requested by the
      Beneficiary, payment of the balance of the Retirement Income Trust Fund in
      such
      lump sum form shall be made only if the Executive's Beneficiary (i) obtains
      approval from the trustee of the Elizabeth Hance Grantor Trust and (ii) notifies
      the Administrator in writing of such election within ninety (90) days of the
      Executive's Fund in a lump sum payment. If a lump sum payment is requested
      by
      the Beneficiary, payment of the balance of the Retirement Income Trust Fund
      in
      such lump sum form shall be made only if the Executive's Beneficiary (i) obtains
      approval from the trustee of the Elizabeth Hance Grantor Trust and (ii) notifies
      the Administrator in writing of such election within ninety (90) days of the
      Executive's 


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    death.
      Such lump sum payment, if approved by the trustee, shall be made within thirty
      (30) days of such trustee approval. 

    


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


    


    (b)
      Alternative
      Payout Option

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

    


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

    


    


    SECTION
      V

    BENEFIT(S)
      IN THE EVENT OF TERMINATION OF SERVICE

    PRIOR
      TO BENEFIT AGE

    


    
      	
              5.1

            	
              Voluntary
                or Involuntary Termination of Service Other Than for Cause.
                In the event the Executive=s
                service with the Bank is voluntarily or involuntarily terminated
                prior to
                Benefit Age, for any reason including a Change in Control, but excluding
                (i) any termination related to disability which shall be covered
                in
                Section VI, (ii) the Executive's pre-retirement death, which shall
                be
                covered in Section IV, or (iii) termination for Cause, which shall
                be
                covered in Subsection 5.2, the Executive (or his Beneficiary) shall
                be
                entitled to receive benefits in accordance with this Subsection 5.1.
                Payments of 

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    benefits
      pursuant to this Subsection 5.1 shall be made in accordance with Subsection
      5.1
      (a) or 5.1 (b) below, as applicable.

    


    (a)
      Normal
      form of payment.

    (1)
      Executive
      Lives Until Benefit Age 

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

    
 

    The
      Retirement Income Trust Fund, measured as of the Executive's Benefit Age, shall
      be annuitized (using the Interest Factor) into monthly installments and shall
      be
      payable for the Payout Period. Such payments shall commence on the Executive's
      Benefit Eligibility Date. Should Retirement Income Trust Fund assets actually
      earn a rate of return, following the date such balance is annuitized, which
      is
      less than the rate of return used to annuitize the Retirement Income Trust
      Fund,
      no additional contributions to the Retirement Income Trust Fund shall be
      required by the Bank in order to fund the final benefit payment(s) and make
      up
      for any shortage attributable to the less-than-expected rate of return. Should
      Retirement Income Trust Fund assets actually earn a rate of return, following
      the date such balance is annuitized, which is greater than the rate of return
      used to annuitize the Retirement Income Trust Fund, the final benefit payment
      to
      the Executive (or his Beneficiary) shall distribute the excess amounts
      attributable to the greater-than-expected rate of return. In the event the
      Executive dies at any time after attaining his Benefit Age, but prior to
      commencement or completion of all the payments due and owing hereunder, (i)
      the
      trustee of the Retirement Income Trust Fund shall pay to the Executive's
      Beneficiary the monthly installments (or a continuation of the monthly
      installments if they have already commenced) for the balance of months remaining
      in the Payout Period, or (ii) the Executive's Beneficiary may request to receive
      the unpaid balance of the Executive's Retirement Income Trust Fund in a lump
      sum
      payment. If a lump sum payment is requested by the Beneficiary, payment of
      the
      balance of the Retirement Income Trust Fund in such lump sum form shall be
      made
      only if the Executive's Beneficiary (i) obtains approval from the trustee of
      the
      Elizabeth Hance Grantor Trust and (ii) notifies the Administrator in writing
      of
      such election within ninety (90) days of the
      Executive's death. Such lump sum payment, if approved by the trustee, shall
      be
      made within thirty (30) days of such trustee approval. 

    


    The
      Executive=s
      Accrued
      Benefit Account (if applicable), measured as of the Executive=s
      Benefit
      Age, shall be annuitized (using the Interest Factor) into monthly installments
      and shall be payable for the 

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Payout
      Period. Such benefit payments shall commence on the Executive=s
      Benefit
      Eligibility Date. In the event the Executive dies at any time after attaining
      his Benefit Age, but prior to commencement or completion of all the payments
      due
      and owing hereunder, the Bank shall pay to the Executive=s
      Beneficiary the same monthly installments (or a continuation of such monthly
      installments if they have already commenced) for the balance of months remaining
      in the Payout Period.

    


    (2)
      Executive
      Dies Prior to Benefit Age

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

    


    The
      Retirement Income Trust Fund, measured as of the date of the Executive's death,
      shall be annuitized (using the Interest Factor) into monthly installments and
      shall be payable for the Payout Period. Such benefit payments shall commence
      within thirty (30) days of the date the Administrator receives notice of the
      Executive's death. Should Retirement Income Trust Fund assets actually earn
      a
      rate of return, following the date such balance is annuitized, which is less
      than the rate of return used to annuitize the Retirement Income Trust Fund,
      no
      additional contributions to the Retirement Income Trust Fund shall be required
      by the Bank in order to fund the final benefit payment(s) and make up for any
      shortage attributable to the less-than-expected rate of return. Should
      Retirement Income Trust Fund assets actually earn a rate of return, following
      the date such balance is annuitized, which is greater than the rate of return
      used to annuitize the Retirement Income Trust Fund as of the date of the
      Executive's death, the final benefit payment to the Executive's Beneficiary
      shall distribute the excess amounts attributable to the greater-than-expected
      rate of return. The Executive's Beneficiary may request to receive the unpaid
      balance of the Executive's Retirement Income Trust Fund in the form of a lump
      sum payment. If a lump sum payment is requested by the Beneficiary, payment
      of
      the balance of the Retirement Income Trust Fund in such lump sum form shall
      be
      made only if the Executive's Beneficiary (i) obtains approval from the trustee
      of the Elizabeth Hance Grantor Trust and (ii) notifies the Administrator in
      writing of such election within ninety (90) days of the Executive's death.
      Such
      lump sum payment, if approved by the trustee, shall be made within thirty (30)
      days of such trustee approval. 


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
 

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


    


    (b)
      Alternative
      Payout Option

    (1)
      Executive
      Lives Until Benefit Age

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

    


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

    


    (2)
      Executive
      Dies Prior to Benefit Age

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

    


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


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    5.2          
      Termination
      For Cause.

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

    


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

    


    SECTION
      VI

    OTHER
      BENEFITS

    
      	
              6.1

            	
              (a)
                Disability
                Benefit.
                

            


    

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

    


    Notwithstanding
      any other provision hereof,
      the
      Executive shall receive a lump sum Disability Benefit hereunder in any case
      in
      which it is determined that the Executive is “disabled.” For these purposes, a
      distribution from the Accrued Benefit Account (but not the Retirement Income
      Trust Fund) due to disability shall require a determination that the Executive
      is “disabled” within the meaning of proposed Treasury Regulation Section
      1.409A-3(g)(4). The lump sum benefit(s) to which the Executive is entitled
      shall
      include: (i) the balance of the Retirement Income Trust Fund, plus (ii) the
      balance of the Accrued Benefit Account (if applicable), both measured as of
      the
      disability determination date. The benefit(s) shall be paid within thirty (30)
      days following the date of the Executive's final disability determination.
      In
      the event the Executive dies after becoming eligible for such payment(s) but
      before the actual payment(s) is (are) made, his Beneficiary shall be entitled
      to


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    receive
      the benefit(s) provided for in this Subsection 6.1(a) within thirty (30) days
      of
      the date the Administrator receives notice of the Executive's
      death.

    


    (b)
      Disability
      Benefit - Supplemental.

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

    


    SECTION
      VII

    BENEFICIARY
      DESIGNATION

    


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

    


    SECTION
      VIII

    EXECUTIVE'S
      RIGHT TO ASSETS

    


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


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


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

    


    SECTION
      IX

    RESTRICTIONS
      UPON FUNDING

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

    


    SECTION
      X

    ACT
      PROVISIONS

    


    
      	
              10.1

            	
              Named
                Fiduciary and Administrator.
                The Bank shall be the Administrator (the "Administrator") of this
                Agreement. As Administrator, the Bank shall be responsible for the
                management, control and administration of the Agreement as established
                herein and shall be responsible for designation of the initial trustee,
                of
                the related rabbi trust, in accordance with the formal agreement
                establishing such trust. The Administrator may delegate to others
                certain
                aspects of the management and operational responsibilities of the
                Agreement, including the employment of advisors and the delegation
                of
                ministerial duties to qualified
                individuals.

            


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    
      	
              10.2

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

            


    

    


    If
      claimants desire a second review, they shall notify the Administrator in writing
      within sixty (60) days of the first claim denial. Claimants may review this
      Agreement or any documents relating thereto and submit any issues and comments,
      in writing, they may feel appropriate. In its sole discretion, the Administrator
      shall then review the second claim and provide a written decision within sixty
      (60) days of receipt of such claim. This decision shall state the specific
      reasons for the decision and shall include reference to specific provisions
      of
      this Agreement upon which the decision is based. If such determination is
      favorable to the claimants, it shall be binding and conclusive. If such
      determination is adverse to such claimants, it shall be binding and conclusive
      unless the claimants (i) notify the Administrator within ninety (90) days after
      receipt by the claimants of the Administrator's determination, that the
      claimants intend to institute legal proceedings challenging the determination
      of
      the Administrator, and (ii) actually institute such legal proceedings within
      one
      hundred eighty (180) days of receipt by the claimants of the Administrator's
      determination.

    


    SECTION
      XI

    MISCELLANEOUS

    


    
      	
              11.1

            	
              No
                Effect on Employment Rights.
                Nothing contained herein will confer upon the Executive the right
                to be
                retained in the service of the Bank nor limit the right of the Bank
                to
                discharge or otherwise deal with the Executive, in accordance with
                the
                bylaws of the Bank, without regard to the existence of the Agreement.
                Pursuant to 12 C.F.R. '
                563.39(b), the following conditions shall apply to this
                Agreement:

            


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    
      	
            	(1)	
              The
                Bank's Board of Directors may terminate the Executive at any time,
                but any
                termination by the Bank's Board of Directors other than termination
                for
                Cause shall not prejudice the Executive's vested right to compensation
                or
                other benefits under the contract. As provided in Subsection 5.2,
                the
                Executive shall have no right to receive additional compensation
                or other
                benefits, other than those provided for in Subsection 5.2, after
                termination for Cause.

            


    

    


    
      	 	
              (2)

            	
              If
                the Executive is suspended and/or temporarily prohibited from
                participating in the conduct of the Bank's affairs by a notice served
                under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance
                Act (12
                U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract
                shall be suspended (except vested rights) as of the date of termination
                of
                service unless stayed by appropriate proceedings. If the charges
                in the
                notice are dismissed, the Bank may in its discretion (i) pay the
                Executive
                all or part of the compensation withheld while its contract obligations
                were suspended and (ii) reinstate (in whole or in part) any of its
                obligations which were suspended. 

            


    

    


    
      	 	
              (3)

            	
              If
                the Executive is terminated and/or permanently prohibited from
                participating in the conduct of the Bank's affairs by an order issued
                under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance
                Act (12
                U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank
                under
                the contract shall terminate as of the effective date of the order.
                

            


    

    


    
      	 	
              (4)

            	
              If
                the Bank is in default (as defined in Section 3(x)(1) of the Federal
                Deposit Insurance Act), all non-vested obligations under the contract
                shall terminate as of the date of default.


            


    

    


    
      	 	
              (5)

            	
              All
                non-vested obligations under the contract shall be terminated, except
                to
                the extent determined that continuation of the contract is necessary
                for
                the continued operation of the
                Bank:

            


    

    


    
      	 	
              (i)

            	
              by
                the Director of the Federal Deposit Insurance Corporation or his
                designee
                at the time the Federal Deposit Insurance Corporation enters into
                an
                

            


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    agreement
      to provide assistance to or on behalf of
      the Bank under the authority contained in '
      13(c) of
      the Federal Deposit Insurance Act; or 

     

    
      	 	
              (ii)

            	
              by
                the Director of the Federal Deposit Insurance Corporation or his
                designee,
                at the time the Director or his designee approves a supervisory merger
                to
                resolve problems related to operation of the Bank or when the Bank
                is
                determined by the Director to be in an unsafe or unsound
                condition.

            


    

    


    Any
      rights of the parties that have already vested, (i.e., the balance of the
      Executive's Retirement Income Trust Fund and the balance of the
      Executive=s
      Accrued
      Benefit Account, if applicable), however, shall not be affected by such
      action.

    


    
      	
              11.2

            	
              Governing
                Law.
                The Agreement is established under, and will be construed according
                to,
                the laws of the state of New Jersey, to the extent such laws are
                not
                preempted by the Act or other applicable federal law and valid regulations
                published thereunder.

            


    

    


    
      	
              11.3

            	
              Construction
                and Severability.
                The funding of and payment of benefits from the Accrued Benefit Account
                is
                deemed to be a nonqualified deferred compensation arrangement within
                the
                meaning of Code Section 409A. To the extent that the funding of a
                benefit
                under the Retirement Income Trust Fund under this Agreement is deemed
                to
                be a nonqualified deferred compensation arrangement, then that part
                of
                this Agreement shall also be operated, administered and construed
                consistent with Code Section 409A. To the extent that a provision
                of the
                Agreement fails to comply with Code Section 409A and a construction
                consistent with Code Section 409A is not possible, such provision
                shall be
                void ab initio.
                In addition, the Agreement shall be subject to amendment, with or
                without
                advance notice to Executive and other interested parties, and on
                a
                prospective or retroactive basis, including but not limited to amendment
                in a manner that adversely affects the rights of Executives and other
                interested parties, to the extent necessary to effect compliance
                with Code
                Section 409A. In the event that any of the provisions of this Agreement
                or
                portion thereof, are held to be inoperative or invalid by any court
                of
                competent jurisdiction, then: (1) insofar as is reasonable, effect
                will be
                given to the intent manifested in the provisions held invalid or
                inoperative, and (2) the validity and enforceability of the remaining
                provisions will not be affected
                thereby.

            


    

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

    
      	
              11.4

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


            


    

     

    
      	
              11.5

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

            


    

    


    
      	
              11.6

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

            


    

    


    
      	
              11.7

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

            


    

    


    
      	
              11.8

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

            


    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    
      	
              11.9

            	
              Suicide.
                Notwithstanding anything to the contrary in this Agreement, if the
                Executive's death results from suicide, whether sane or insane, within
                twenty-six (26) months after execution of this Agreement, all further
                Contributions to the Retirement Income Trust Fund (or Phantom
                Contributions recorded in the Accrued Benefit Account) shall thereupon
                cease, and no Contribution (or Phantom Contribution) shall be made
                by the
                Bank to the Retirement Income Trust Fund (or recorded in the Accrued
                Benefit Account) in the year such death resulting from suicide occurs
                (if
                not yet made). All benefits other than those available from previous
                Contributions to the Retirement Income Trust Fund under this Agreement
                shall be forfeited, and this Agreement shall become null and void.
                The
                balance of the Retirement Income Trust Fund, measured as of the
                Executive's date of death, shall be paid to the Beneficiary within
                thirty
                (30) days of the date the Administrator receives notice of the Executive's
                death. 

            


    

    


    
      	
              11.10

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

            


    

    


    
      	
              11.11

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

            


    

    


    
      	
              11.12

            	
              Establishment
                of a Rabbi Trust.
                The Bank shall establish a rabbi trust into which the Bank shall
                contribute assets which shall be held therein, subject to the claims
                of
                the Bank's creditors in the event of the Bank's "Insolvency" (as
                defined
                in such rabbi trust agreement), until the contributed assets are
                paid to
                the Executive and/or his Beneficiary in such manner and at such times
                as
                specified in this Agreement. It is the intention of the Bank that
                the
                contribution or contributions to the rabbi trust shall provide the
                Bank
                with a source of funds to assist it in meeting the liabilities of
                this
                Agreement.

            


    

    


    SECTION
      XII

    AMENDMENT/PLAN
      TERMINATION

    


    
      	
              12.1

            	
              Amendment
                or Plan Termination.
                The Bank intends this Agreement to be permanent, but reserves the
                right to
                amend or terminate the Agreement when such amendment or termination
                is
                required due to objection to the plan by the Bank's regulatory
                authorities, or in the event of a change in existing federal income
                tax
                laws which would cause this plan to create adverse tax consequences
                to the
                Bank and/or

            


    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    participants
      in the plan. However, any termination of the Agreement which is done in
      anticipation of or pursuant to a "Change in Control", as defined in Subsection
      1.9, shall be deemed to trigger Subsection 2.1(b)(2) (or 2.1(c)(2), as
      applicable) of the Agreement notwithstanding the Executive's continued
      employment, and benefit(s) shall be paid from the Retirement Income Trust Fund
      (and Accrued Benefit Account, if applicable) in accordance with Subsection
      13.2
      below and with Subsections 2.1(b)(2) (or 2.1(c)(2), as applicable). Any
      amendment or termination of the Agreement shall be made pursuant to a resolution
      of the Board of Directors of the Bank and shall be effective as of the date
      of
      such resolution. No amendment or termination of the Agreement shall directly
      or
      indirectly deprive the Executive of all or any portion of the Executive's
      Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) as
      of
      the effective date of the resolution amending or terminating the Agreement.
      Notwithstanding the foregoing, if an individual Executive’s agreement is subject
      to Code Section 409A, the Bank may terminate this Agreement only under the
      following circumstances and conditions:

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	 	
              (c)

            	
              The
                Board of Directors may terminate the Agreement provided that (i)
                all
                arrangements sponsored by the Bank that would be aggregated with
                this
                Agreement under Proposed Regulation Section 1.409A-1(c) if the Executive
                covered by this Agreement was also covered by any of those other
                arrangements are also terminated; (ii) no payments other than
                payments

            


    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    that
      would be payable under the terms of the arrangement if the termination had
      not
      occurred are made within 12 months of the termination of the arrangement; (iii)
      all payments are made within 24 months of the termination of the arrangements;
      and (iv) the Bank does not adopt a new arrangement that would be aggregated
      with
      any terminated arrangement under Proposed Regulation Section 1.409A-1(c) if
      the
      Executive participated in both arrangements, at any time within five years
      following the date of termination of the arrangement.

    


    
      	
              12.2

            	
              Executive's
                Right to Payment Following Plan Termination.
                In the event of a termination of the Agreement, the Executive shall
                be
                entitled to the balance, if any, of his Retirement Income Trust Fund
                (and
                Accrued Benefit Account, if applicable), measured as of the date
                of plan
                termination. However, if such termination is done in anticipation
                of or
                pursuant to a AChange
                in Control,@
                such balance(s) shall be measured as of the date the final Contribution
                (or Phantom Contribution) is made (or recorded) pursuant to Subsection
                2.1(b)(2) (or 2.1(c)(2)). Payment of the balance(s) of the Executive's
                Retirement Income Trust Fund (and Accrued Benefit Account, if applicable)
                shall not be dependent upon his continuation of employment with the
                Bank
                following the termination date of the Agreement. Payment of the balance(s)
                of the Executive's Retirement Income Trust Fund (and Accrued Benefit
                Account, if applicable) shall be made in a lump sum within thirty
                (30)
                days of the date of termination of the Agreement, provided, however,
                to
                the extent that Code Section 409A is applicable to a Separation from
                Service following a Change in Control and payments are made to the
                Retirement Income Trust Fund on account of a Separation from Service,
                distributions shall not be made until the first day of the seventh
                (7th)
                month after Separation from
                Service.

            


    

    


    SECTION
      XIII

    EXECUTION

    


    
      	
              13.1

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

            


    


    
      	13.2         	
              This
                Agreement shall be executed in triplicate, each copy of which, when
                so
                executed and delivered, shall be an original, but all three copies
                shall
                together constitute one and the same
                instrument.

            


    

    


     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    
 

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

    


    
      	 	 	
              MAGYAR
                BANK

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:
                

            	
              /s/

            
	 	 	 	 
	 /s/	 	 
	
              Secretary

            	 	
              (Title)

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              WITNESS:

            	 	
              EXECUTIVE:

            
	 	 	 	 
	 /s/	 	 /s/
              Elizabeth E. Hance
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    
 

    



    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


     



    CONDITIONS,
      ASSUMPTIONS,

    AND

    SCHEDULE
      OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS

    


    


    


    1. Interest
      Factor - for purposes of: 

    


    
      	 	
              a.

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

            


    

    


    
      	 	
              b.

            	
              the
                Retirement Income Trust Fund - for purposes of annuitizing the balance
                of
                the Retirement Income Trust Fund over the Payout Period, the trustee
                of
                the Elizabeth Hance Grantor Trust shall exercise discretion in selecting
                the appropriate rate, given the nature of the investments contained
                in the
                Retirement Income Trust Fund and the expected return associated with
                the
                investments. 

            


    

    


    
      	
              2.

            	
              The
                amount of the annual Contributions (or Phantom Contributions) to
                the
                Retirement Income Trust Fund (or Accrued Benefit Account) has been
                based
                on the annual incremental accounting accruals which would be required
                of
                the Bank until the earlier of the Executive=s
                death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended
                by
                FAS 106 and (ii) assuming a discount rate equal to Six percent (6%)
                per
                annum, in order to provide the unfunded, non-qualified Supplemental
                Retirement Income Benefit.

            


    

    


    
      	
              3.

            	
              Supplemental
                Retirement Income Benefit means an actuarially determined annual
                amount
                equal to One-Hundred Thousand Six Hundred and Twelve Dollars ($100,612)
                at
                age 65 if paid entirely from the Accrued Benefit Account or Sixty-Four
                Thousand Three Hundred and Ninety-Two Dollars ($64,392) at age 65
                if paid
                from the Retirement Income Trust
                Fund.

            


    

    


    


    The
      Supplemental Retirement Income Benefit:

    


    
      	 	
              !

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

            


    

    


    


    
 

    


    


    Exhibit
      A


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      
        	4.    
                	
                Schedule
                  of Annual Gross Contributions/Phantom
                  Contributions

              


      

    

    


    


    
      	
              Year

            	 	
              Contributions

            
	 	 	 	 
	
              1996

            	 	
              $

            	
              1,220

            	 
	
              1997

            	 	
              $

            	
              2,083

            	 
	
              1998

            	 	
              $

            	
              2,420

            	 
	
              1999

            	 	
              $

            	
              2,799

            	 
	
              2000

            	 	
              $

            	
              3,224

            	 
	
              2001

            	 	
              $

            	
              3,700

            	 
	
              2002

            	 	
              $

            	
              4,234

            	 
	
              2003

            	 	
              $

            	
              15,062

            	 
	
              2004

            	 	
              $

            	
              16,827

            	 
	
              2005

            	 	
              $

            	
              18,752

            	 
	
              2006

            	 	
              $

            	
              68,994

            	 
	
              2007

            	 	
              $

            	
              68,994

            	 
	
              2008

            	 	
              $

            	
              68,994

            	 
	
              2009

            	 	
              $

            	
              68,994

            	 
	
              2010

            	 	
              $

            	
              68,994

            	 
	
              2011

            	 	
              $

            	
              68,994

            	 
	
              2012

            	 	
              $

            	
              68,994

            	 
	
              2013

            	 	
              $

            	
              68,994

            	 
	
              2014

            	 	
              $

            	
              68,994

            	 
	
              2015

            	 	
              $

            	
              68,994

            	 
	
              2016

            	 	
              $

            	
              68,994

            	 
	
              2017

            	 	
              $

            	
              68,994

            	 
	
              2018

            	 	
              $

            	
              68,994

            	 
	
              2019

            	 	
              $

            	
              68,914

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    
 

    


    


    Exhibit
      A
      - continued

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    RESTATED

    EXECUTIVE
      SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

    BENEFICIARY
      DESIGNATION

    


    The
      Executive, under the terms of the Restated Executive Supplemental Retirement
      Income Agreement executed by the Bank, dated the  
      day of
 ,2006,
      hereby designates the following Beneficiary(ies) to receive any guaranteed
      payments or death benefits under such Agreement, following his
      death:

    


    


    PRIMARY
      BENEFICIARY:   

    


    SECONDARY
      BENEFICIARY:  

    


    


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

    


    Such
      Beneficiary Designation is revocable.

    


    


    DATE:
      ______________________, 2006

    
      	 	 	 
	 	 	 
	 	 	 
	
              (WITNESS)

            	 	
              EXECUTIVE

            
	 	 	 
	 	 	 
	
              (WITNESS)

            	 	 
	 	 	 


    

    


    Exhibit
      B

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    RESTATED

    EXECUTIVE
      SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

    NOTICE
      OF ELECTION TO CHANGE FORM OF PAYMENT

    

      
        	
                TO:

              	
                Bank

              
	 	
                Attention:

              


      

       

    

    I
      hereby
      give notice of my election to change the form of payment of my Supplemental
      Retirement Income Benefit, as specified below. I
      understand that such notice, in
      order to be effective, must be submitted in accordance with the time
      requirements described in Subsection 1.25 of my Restated Executive Supplemental
      Retirement Income Agreement. 

    


    
      	 	
              o

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

            


    

    


    
      	 	
              o

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

            


    

    
      	 	 	 
	 	 
	 	
              Executive

            
	 	 	 
	 	 
	 	
              Date

            	 
	 	 	 
	 	
              Acknowledged

            
	 	
              By:

            	 
	 	 	 
	 	
              Title:
                

            	 
	 	 	 
	
               

            	
              Date:
                

            	 


    

    


    


    Exhibit
      C