EXHIBIT 10.6


 


STANDARD
BANK, PaSB


PHANTOM
STOCK APPRECIATION RIGHTS 


10-YEAR
AGREEMENT


 


THIS AGREEMENT is made
this _____ day of ______, ____, by and between STANDARD BANK, PaSB
located in Murrysville, Pennsylvania (the "Company") and _________  (the “Director”).


 


INTRODUCTION


 


To encourage the Director
to remain a member of Company’s Board of Directors and to provide the Director with an incentive benefit, the Company is
willing to provide an opportunity to the Director to share in the appreciation of Phantom Stock of the Company. According to the
terms of this Agreement, the Company will provide a one-time Phantom Stock Allocation to a Phantom Stock Appreciation Rights (“Phantom
SAR’s”) Account on January 1, 2002, and determine the appreciation on the Phantom Stock Allocation on an annual basis
for 10 years. Upon the occurrence of various triggering events, the Company will pay the value of the Phantom SAR’s Account
in cash from its general assets.


 


AGREEMENT


 


The Director and the
Company agree as follows:


 


Article 1


Definitions


 


Whenever used in this
Agreement, the following words and phrases shall have the meanings specified:


 


1.1      “Account
Balance” means the undistributed value of the Director’s Phantom SAR’s Account at any given point in time.


 


1.2      “Capital
Account” means the net value of: (a) Standard Mutual Holding Company’s retained earnings determined from the consolidated
financial statements according to Generally Accepted Accounting Principles (“GAAP”), plus (b) general loan loss reserve,
and excluding (c) any market value adjustments determined under Statement of Financial Accounting Standards Number 115.        


 


1.3      “Change
in Control” means any of the following:


 




     


     


    

 


(A)    any
person (as such term is used in Sections 13d and 14d-2 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), other than the Company, a subsidiary of the Company, an employee benefit plan (or related trust) of the Company or
a direct or indirect subsidiary of the Company, or affiliates of the Company (as defined in Rule 12b-2 under the Exchange Act),
becomes the beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other
than a person owning 10% or more of the voting power of stock on the date hereof); or


 


(B)     the
liquidation or dissolution of the Company or the occurrence of, or execution of an agreement providing for a sale of all or substantially
all of the assets of the Company to an entity which is not a direct or indirect subsidiary of the Company; or


 


(C)     the
occurrence of, or execution of an agreement providing for a reorganization, merger, consolidation or other similar transaction
or connected series of transactions of the Company as a result of which either (a) the Company does not survive or (b) pursuant
to which shares of the Company common stock (“Common Stock”) would be converted into cash, securities or other property,
unless, in case of either (a) or (b), the holders of the Company Common Stock immediately prior to such transaction will, following
the consummation of the transaction, beneficially own, directly or indirectly, more than 50% of the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors of the company surviving, continuing
or resulting from such transaction; or


 


(D)     the
occurrence of, or execution of an agreement providing for a reorganization, merger, consolidation or similar transaction of the
Company, or before any connected series of such transactions, if upon consummation of such transaction or transactions, the persons
who are members of the Board of Directors of the Company immediately before such transaction or transactions cease or, in the case
of the execution of an agreement for such transaction or transactions, it is contemplated in such agreement that upon consummation
such persons would cease to constitute a majority of the Board of Directors of the Company or, in the case where the Company does
not survive in such transaction, of the company surviving, continuing or resulting from such transaction or transactions; or


 


(E)      any
other event which is at any time designated as a “Change in Control” for purposes of this Agreement by a resolution
adopted by the Board of Directors of the Company with the affirmative vote of a majority of the non-employee directors in office
at the time the resolution is adopted; in the event any such resolution is adopted, the Change in Control event specified thereby
shall be deemed incorporated herein by reference and thereafter may not be amended, modified or revoked without the written agreement
of the Director.


 


(F)      during
any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute
the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of


 




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each director
who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds
of the directors then in office who were directors at the beginning of the period, provided however this provision shall not apply
in the event two-thirds of the Board of Directors at the beginning of a period no longer are directors due to death, normal retirement,
or other circumstances not related to a Change in Control.


 


Notwithstanding anything
else to the contrary set forth in this Agreement, if (i) an agreement is executed by the Company providing for any of the transactions
or events constituting a Change in Control as defined herein, and the agreement subsequently expires or is terminated without the
transaction or event being consummated, and (ii) Director’s service did not terminate during the period after the agreement
and prior to such expiration or termination, for purposes of this Agreement it shall be as though such agreement was never executed
and no Change in Control event shall be deemed to have occurred as a result of the execution of such agreement.


 


1.4      “Code”
means the Internal Revenue Code of 1986, as amended.


 


1.5      “Disability”
means the Director suffering a sickness, accident or injury, which, in the judgment of a physician satisfactory to the Company,
prevents the Director from performing substantially all of the Director’s normal duties for the Company. As a condition to
receiving any Disability benefits, the Company may require the Director to submit to such physical or mental evaluations and tests
as the Company’s Board of Directors deems appropriate.


 


1.6      “Early
Termination” means that the Director, prior to Plan Year 10 (the “Normal Benefit Date”), has terminated
service with the Company for reasons other than Termination for Cause (see Section 7.2), Disability, death or following a Change
in Control.


 


1.7      “Effective
Date” means the effective date of this Agreement, January 1, 2002.


 


1.8      “Normal
Benefit Date” means the end of Plan Year 10.


 


1.9      “Phantom
Stock” means the hypothetical number of shares of the Company’s common stock that would be issued at an initial
price of $10.00 per share. The Phantom Stock is used solely as a measurement tool; no Company stock will be purchased, sold, registered,
or issued in connection with this Agreement. The Director will only be entitled to cash, and not stock in lieu of cash. The Director
will not receive any stock or stock rights by virtue of this Agreement.


 


1.10    “Plan
Year” means each 12-month period from the Effective Date.


 


1.11    “Termination
of Service” means the Director ceases to be a member of the Company's Board of Directors for any reason, other than an
approved leave of absence.


 


Article 2


Phantom Stock Appreciation Rights Allocation


 


The Director’s
Phantom Stock Appreciation Rights Account (“Phantom SAR’s Account”) shall


 




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be established with a one-time allocation
of   shares of Phantom Stock as of the Effective Date of this Agreement (the “Phantom Stock Allocation”).


 


Article 3


Phantom Stock Appreciation Rights Account


 


3.1      Establishing
and Crediting. The Company shall establish a Phantom SAR’s Account on its books for the Director. The value of the Phantom
SAR’s Account is determined as follows:


 


3.1.1       Valuation
for Plan Years 1 Through 10.  On the last day of each Plan Year 1 through 10, the value of the Phantom SAR’s Account
is determined by multiplying the Phantom SAR’s Allocation by the difference between the Initial Price Per Share and the Current
Price Per Share, as defined below.


 


(a)     “Initial
Price Per Share” is the beginning per share value of the Phantom Stock, which is $10.00.


 


(b)     “Current
Price Per Share” is determined by dividing the Capital Account by the 3,178,958 total outstanding Phantom Stock shares.
If there are Extraordinary Items as defined in Section 3.1.3, the total outstanding Phantom SAR shares may be adjusted.


 


An example of the calculation
of a Phantom SAR’s Account Balance is as follows:


 


	 	 	Assumptions	 	Results	 
	(A)	 	Phantom SAR’s Allocation	 	 	4,239	 
	(B)	 	Initial Price Per Share	 	$	10.00	 
	(C)	 	Capital Account at the Measurement Date	 	$	34,968,538	 
	(D)	 	Total Outstanding Phantom Shares	 	 	3,178,958	 
	(E)	 	Current Price Per Share	 	$	11.00	 
	(F)	 	Phantom Price Appreciation = (E) minus (B)	 	$	1.00	 
	(G)	 	Phantom SAR’s Account Value = (A) times (F)	 	$	4,239	 



 


3.1.2     
Interest on Phantom SAR’s Account Balance. Unless otherwise specified in this Agreement, no interest shall be credited
to the Phantom SAR’s Account during Plan Years 1 through 10.


 


3.1.3      Extraordinary
Items.  In the event of the Company’s merger with a mutual institution, conversion to a stock company or other
material change in the Company’s total capitalization that occurs after the establishment by the Company of the Director’s
Phantom SAR’s Account, the number of outstanding Phantom SAR shares subject to this Agreement shall be adjusted accordingly.


 


3.2      Statement
of Accounts. The Company shall provide to the Director, within 90 days following the end of each Plan Year this Agreement is
in effect, a statement setting forth the


 




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Phantom SAR’s Account Balance, stating
the number of Phantom SAR shares and detailing the calculation of the value of the Director’s Phantom SAR’s Account.


 


3.3       Accounting
Device Only. The Phantom SAR’s Account is solely a device for measuring amounts to be paid under this Agreement. The
Phantom SAR’s Account is not a trust fund of any kind. The Director is a general unsecured creditor of the Company for the
payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Director's rights are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Director's
creditors.


 


Article 4


Lifetime Benefits


 


4.1     Benefit at Normal
Benefit Date. If the Director reaches the Normal Benefit Date while in continuous service with the Company, the Company shall
pay to the Director the benefit described in this Section 4.1 in lieu of any other benefit under this Agreement. However, if there
has been a Change in Control prior to the Normal Benefit Date, the Director’s benefits shall be determined pursuant to Section
4.3, even if the Director remains a member of Company’s Board of Directors in the successor company until the Normal Benefit
Date.


 


4.1.1    Amount
of Benefit. The benefit under this Section 4.1 is the value of the Phantom SAR’s Account at the end of Plan Year 10.


 


4.1.2    Payment
of Benefit. The benefit will be paid in the form elected by the Director in Exhibit 1.


 


4.1.3    Option
to Defer Receipt of Benefits. In the event the Director wishes to delay receipt of benefit payments under this Section 4.1,
Exhibit 2 must be provided to the Company prior to the end of Plan Year 9. The Director’s Phantom SAR’s Account will
continue to increase in value at two percent (2%) above the 10 Year Treasury Rate. The 10 Year Treasury Rate shall be determined
using the average rate in effect for the month of December immediately prior to commencement of benefit payments. The 10 Year Treasury
Rate used for this purpose shall not be less than 4.00%. Based on the Account Balance on the Plan Year ended immediately prior
to the date specified, the Account Balance shall be annuitized according to the distribution election made for the Normal Benefit
Date in Exhibit 1.


 


4.2      Early
Termination Benefit. Upon Early Termination, the Company shall pay to the Director the benefit described in this Section 4.2
in lieu of any other benefit under this Agreement.


 


4.2.1    Amount
of Benefit. The benefit amount under this Section 4.2 is the value of the Phantom SAR’s Account for the Plan Year ended
immediately prior to the Director’s Termination of Service.


 


4.2.2    Payment
of Benefit. The Company shall pay the benefit to the Director as


 




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described in Section 4.1.2
commencing within 90 days after the Director’s Termination of Service. The benefit shall be paid in the form elected in Exhibit
1.


 


4.3      Change
in Control Benefit. If the Director is a member of the Company's Board of Directors at the date a Change in Control occurs,
the Company shall pay to the Director one of the benefits described in this Section 4.3 in lieu of any other benefit under this
Agreement.


 


4.3.1    Amount
of Benefit. The benefit amount under this Section 4.3.1 is the greater of: (a) the value of the Director’s Phantom SAR’s
Account determined in accordance with Section 3.1; or (b) the Director’s Phantom SAR’s Allocation multiplied by the
actual price per share after the Change in Control occurs


 


4.3.2    Payment
of Benefit. The Company shall pay the benefit as described in Section 4.1.2, commencing within 90 days following the Director’s
Termination of Service. The benefit shall be paid in the form elected in Exhibit 1.


 


4.4      Disability
Benefit. Upon Termination of Service due to Disability prior to the Normal Benefit Date, the Company shall pay to the Director
the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.


 


4.4.1    Amount
of Benefit. The benefit amount under this Section 4.4 is the value of the Phantom SAR’s Account for the Plan Year ended
immediately prior to the Termination of Service.


 


4.4.2    Payment
of Benefit. The Company shall pay the benefit to the Director as described in Section 4.1.2, commencing within 90 days of the
date of termination due to Disability.


 


Article 5


Death Benefits


 


5.1      Death
During Active Service. If the Director dies while in the active service of the Company, the Company shall pay to the Director's
beneficiary the benefit described in this Section 5.1 in lieu of any other benefit under this Agreement.


 


5.1.1    Amount
of Benefit. The benefit in this Section 5.1 is the greater of: (a) the value of the Phantom SAR’s Account for the Plan
Year ended immediately prior to the Director’s death; or (b) $56,000.


 


5.1.2    Payment
of Benefit. The Company shall pay the benefit to the Director’s designated beneficiary as elected in Exhibit 1, commencing
within 90 days of the Director’s death.


 


5.2      Death
During Benefit Period. If the Director dies after benefit payments have


 




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commenced under this Agreement but before
receiving all such payments, the Company shall pay the remaining benefits to the Director's beneficiary at the same time and in
the same amounts they would have been paid to the Director had the Director survived.


 


5.3       Death
After Termination of Service But Before Payment of Benefit Commences. If the Director is entitled to a benefit under
this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the same benefit payments to
the Director’s beneficiary that the Director was entitled to prior to death except that the benefit payments shall be paid
in a lump sum within 90 days of the Director’s death.


 


Article 6


Beneficiaries


 


6.1       Beneficiary
Designations. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may
revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed
by the Director and accepted by the Company during the Director's lifetime. The Director's beneficiary designation shall be deemed
automatically revoked if the beneficiary predeceases the Director, or if the Director names a spouse as beneficiary and the marriage
is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director's
estate.


 


6.2       Facility
of Payment. If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the
care or custody of such minor, incompetent person or incapable person. The Company may require proof of incompetency, minority
or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the
Company from all liability with respect to such benefit.


 


Article 7


General Limitations


 


7.1         Excess
Parachute or Golden Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, the Company shall not
pay any benefit under this Agreement to the extent the benefit would be an excess parachute payment under Section 280G of the Code
or would be a prohibited golden parachute payment pursuant to 12 C.F.R. §359.2 and for which the appropriate federal banking
agency has not given written consent to pay pursuant to 12 C.F.R. §359.4.


 


7.2         Termination
for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company terminates the Director’s service for:


 


(a)       Gross
negligence or gross neglect of duties;


 




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(b)        Commission
of a felony or of a gross misdemeanor involving moral turpitude; or


 


(c)        Fraud,
disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Director's
service and resulting in an adverse effect on the Company.


 


7.3         Removal.
Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement
if the Director is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act.


 


7.4         Suicide
or Misstatement. The Company shall not pay any benefit under this Agreement if the Director commits suicide within two years
after the date of this Agreement, or if the Director has made any material misstatement of fact on any application for life insurance
purchased by the Company, or any other reason, provided however that the Company shall evaluate the reason for the denial, and
upon advice of Counsel and in its sole discretion, consider judicially challenging any denial.


 


 


Article 8


Claims and Review Procedures


 


8.1     Claims
Procedure. A Director or beneficiary (“claimant”) who has not received benefits under the Agreement that he or
she believes should be paid shall make a claim for such benefits as follows:


 


8.1.1      Initiation
– Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.


 


8.1.2      Timing
of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines
that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional
90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required.
The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.


 


8.1.3      Notice
of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial.
The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:


 


8.1.3.1      The
specific reasons for the denial,


 




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8.1.3.2      A
reference to the specific provisions of the Agreement on which the denial is based,


 


8.1.3.3      A
description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why
it is needed,


 


8.1.3.4      An
explanation of the Agreement’s review procedures and the time limits applicable to such procedures, and


 


8.1.3.5      A
statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination
on review.


 


Article 9


Amendments and Termination


 


This Agreement may be
amended or terminated only by a written agreement signed by the Company and the Director.


 


Article 10


Miscellaneous


 


10.1     Binding
Effect. This Agreement shall bind the Director and the Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.


 


10.2     No
Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain a member
of the Company's Board of Directors, nor does it interfere with the shareholders' rights to replace the Director. It also does
not require the Director to remain a director nor interfere with the Director's right to terminate services at any time.


 


10.3     Non-Transferability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.


 


10.4     Reorganization.
The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets
to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge
the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used
in this Agreement shall be deemed to refer to the successor or survivor company.


 


10.5     Tax
Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.


 


10.6     Applicable
Law. The Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, except to the
extent preempted by the laws of the United States of America.


 




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10.7     Unfunded
Arrangement. The Director and beneficiary are general unsecured creditors of the Company for the payment of benefits under
this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors.
Any insurance on the Director's life is a general asset of the Company to which the Director and beneficiary have no preferred
or secured claim.


 


10.8     Entire
Agreement. This Agreement constitutes the entire agreement between the Company and the Director as to the subject matter hereof.
No rights are granted to the Director by virtue of this Agreement other than those specifically set forth herein.


 


10.9     Administration.
The Company shall have powers which are necessary to administer this Agreement, including but not limited to:


 


(a)      Interpreting
the provisions of the Agreement;


 


(b)      Establishing
and revising the method of accounting for the Agreement;


 


(c)      Maintaining
a record of benefit payments; and


 


(d)      Establishing
rules and prescribing any forms necessary or desirable to administer the Agreement.


 


10.10   Named
Fiduciary. The Company shall be the named fiduciary and plan administrator under this Agreement. It may delegate to
others certain aspects of the management and operational responsibilities including the employment of advisors and the delegation
of ministerial duties to qualified individuals.


 


10.11   Recovery
of Estate Taxes. If the Director’s gross estate for federal estate tax purposes includes any amount determined by
reference to and on account of this Agreement, and if the beneficiary is other than the Director’s estate, then the
Director’s estate shall be entitled to recover from the beneficiary receiving such benefit under the terms of the
Agreement, an amount by which the total estate tax due by the Director’s estate, exceeds the total estate tax which
would have been payable if the value of such benefit had not been included in the Director’s gross estate. If there is
more than one person receiving such benefit, the right of recovery shall be against each such person. In the event the
beneficiary has a liability hereunder, the beneficiary may petition the Company for a lump sum payment in an amount not to
exceed the beneficiary’s liability hereunder.


 




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IN WITNESS WHEREOF,
the Director and the Company have signed this Agreement.


 


	DIRECTOR	 	 	Standard BANK, PaSB
	 	 	 	 	 
	 	 	By  	 
	 	 	 	 	 
	 	 	 	Title  	 
	 	 	 	 	 
	Date:	 	 	Date  	 



 



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EXHIBIT
1


 


FORM OF
BENEFIT ELECTION


 


STANDARD
BANK, PaSB


PHANTOM
STOCK APPRECIATION RIGHTS AGREEMENT


 


			I elect to receive benefits under the Agreement in the following form (initial appropriate box):



 


	4.1.2	Normal Benefit Date
	 	 
	 ̈



	The Company shall pay the benefit to the Director in a lump sum within 90 days of the Director’s Normal Benefit Date.  
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 24 equal monthly installments commencing within 90 days following the Director’s Normal Benefit Date.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 60 equal monthly installments commencing within 90 days  following the Director’s Normal Benefit Date.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 120 equal monthly installments commencing within 90 days following the Director’s Normal Benefit Date.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	4.2.2	Early Termination Benefit
	 	 
	 ̈



	The Company shall pay the benefit to the Director in a lump sum within 90 days of the date of the Director’s Early Termination.  
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 24 equal monthly installments
    commencing within 90 days of the date of the Director’s Early Termination.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.


 


	 ̈



	The Company shall pay the benefit to the Director in 60 equal monthly installments commencing within 90 days of the date of the Director’s Early Termination.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.



 


	 ̈



	The Company shall pay the benefit to the Director in 120 equal monthly installments commencing within 90 days



 




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	of the date of the Director’s Early Termination.  The Company
shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury
Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit
payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	4.3.2	Change in Control Benefit 
	 	 
	 ̈



	The Company shall pay the benefit to the Director in a lump sum within 90 days of the earlier of: (a) the Director’s Termination of Service or (b) the Director’s Normal Benefit Date.  
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 24 equal monthly installments commencing within 90 days of the earlier of: (a) the Director’s Termination of Service or (b) the Director’s Normal Benefit Date.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 60 equal monthly installments commencing within 90 days of the earlier of: (a) the Director’s Termination of Service or (b) the Director’s Normal Benefit Date.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 120 equal monthly installments commencing within 90 days of the earlier of: (a) the Director’s Termination of Service or (b) the Director’s Normal Benefit Date.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	4.4.2	Disability Benefit
	 	 
	 ̈



	The Company shall pay the benefit to the Director in a lump sum within 90 days of the date of the Director’s termination due to Disability.  
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 24 equal monthly installments commencing within 90 days of the date of the Director’s termination due to Disability.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 60 equal monthly installments commencing within 90 days of the date of the Director’s termination due to Disability.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
	 ̈



	The Company shall pay the benefit to the Director in 120 equal monthly installments commencing within 90 days of the date of the Director’s termination due to Disability.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.


 




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	5.1.2	Death During Active Service
	 	 
	 ̈



	The Company shall pay the benefit to the Director’s designated beneficiary in a lump sum commencing within 90 days of the date of the Director’s death.  
	 	 
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	The Company shall pay the benefit to the Director’s designated beneficiary in 24 equal monthly installments commencing within 90 days of the date of the Director’s death.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
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	The Company shall pay the benefit to the Director’s designated beneficiary in 60 equal monthly installments commencing within 90 days of the date of the Director’s death.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.
	 	 
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	The Company shall pay the benefit to the Director’s designated beneficiary in 120 equal monthly installments commencing within 90 days of the date of the Director’s death.  The Company shall credit interest at an annual rate equal to two percent (2%) above the 10 Year Treasury Rate.  The 10 Year Treasury Rate shall be determined using the average rate in effect for the month of December immediately prior to commencement of benefit payments.  The 10 Year Treasury Rate used for this purpose shall not be less than 4.00%.


 


	Signature	___________________________
	 	 
	Date	_______________________________


  


Received by the Company this ________ day
of ___________________, ____.


 


	By  	 	 
	 	 	 
	Title  	 	 



 



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EXHIBIT 2


TO


STANDARD
BANK, PaSB


PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT


 


Option to Defer Receipt of Benefits


 


According to the terms
of Section 4.1.3 of this Agreement, I understand that I may elect to defer receipt of my Phantom SAR’s Account beyond Plan
Year 10, provided that I make such election prior to the commencement of Plan Year 10 and provided I continue service on the Company’s
Board. Accordingly, I elect to commence receipt of benefits on the month immediately following:


 


	 	_____	Termination of Service
	 	 	 
	 	_____	Specified Date:  ______________________________________ or Termination of Service, whichever comes first


 


I understand that I may not change these
options after the beginning of Plan Year 10.


 


	Signature	 	 
	 	 	 
	Date	 	 


 


Accepted by the Company this ______ day
of _________________, ____.


 


	By  	 	 
	 	 	 
	Title  	 	 


  




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BENEFICIARY DESIGNATION


 


STANDARD
BANK, PaSB


PHANTOM STOCK APPRECIATION RIGHTS AGREEMENT


  


I designate the following as beneficiary
of any death benefits under this Agreement:


 


Primary: ________________________________________________________________________________________


 


_______________________________________________________________________________________________


 


Contingent:
_____________________________________________________________________________________


 


_______________________________________________________________________________________________


 


Note:
To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.


 


I understand that I may change these beneficiary
designations by filing a new written designation with the Company. I further understand that the designations will be automatically
revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.


 


	Signature	 	 
	 	 	 
	Date	 	 


 


Accepted by the Company this ______ day
of _________________, ____.


 


	By  	 	 
	 	 	 
	Title  	 	 


 




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