exv10w6






Exhibit 10.6




DEFERRED COMPENSATION AGREEMENT



By and Between



EUREKA FEDERAL SAVINGS & LOAN ASSOCIATION,




as the Bank,



and






EDWARD F. SESERKO,



as the Executive



 









 





DEFERRED COMPENSATION AGREEMENT




     This Agreement is entered into this 15th day of January,
1997, by and between EUREKA FEDERAL SAVINGS & LOAN ASSOCIATION, a
Pennsylvania savings and loan association (hereinafter called the “Bank”),



A

N

D



     EDWARD F. SESERKO, an individual employee of the Bank (hereinafter called the
“Executive”).



WITNESSETH THAT:



     WHEREAS, the Executive has been a longtime key employee of the Bank; and



     WHEREAS, the absence of the Employee for an extended period of time would result in a
significant loss of net income to the Bank; and



     WHEREAS, replacement of the Executive would be difficult, costly and disruptive to Bank
operations; and



     WHEREAS, it is in the best interests of the Bank to retain the valuable services of the
Executive; and



     WHEREAS, the provision of a supplemental retirement benefit, disability benefit and death
benefit to the Executive will provide a substantial incentive to the Executive to continue in the
employ of the Bank and to continue to perform such duties as assigned by the Bank; and



     WHEREAS, the Bank has determined that the benefit to the Bank of the added assurance of the
Executive’s continued employment exceeds the cost of such an incentive and that it is therefore in
the best interests of the Bank to provide a supplemental retirement benefit, disability benefit and
death benefit to the Executive under the terms and provisions hereinafter set forth.



     NOW, THEREFORE, the parties agree as follows:



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Page 2 of 12.




     Section 1. Conditions.



     The payment of benefits to the Executive or his Beneficiary or Beneficiaries (as hereinafter
defined) are conditioned upon the Executive’s acting in compliance with the terms of this
Agreement.



     Section 2. Death Benefit.



     If the Executive dies during the term of his employment with the Bank, the Bank shall pay the
amount indicated on Schedule 1, attached hereto and made a part hereof .(her einafter
called the “Death Benefit”) to his Beneficiary or Beneficiaries, in the manner hereinafter
provided. If the Executive dies after the termination of his employment with the Bank
for any reason whatsoever, no Death Benefit will be paid.



     Section 3. Retirement Benefit.




     (a) Upon the Executive’s retirement from the Bank on or after his Normal Retirement
Date (as hereinafter defined), the Bank shall pay the amount of Five Hundred Thousand
($500,000) Dollars (hereinafter called the “Normal Retirement Benefit”) to the Executive, or
his Beneficiary or Beneficiaries after his death, in the manner hereinafter provided.




     (b) Upon the Executive’s retirement from the Bank on or after his Early
Retirement Date (as hereinafter defined) but prior to his Normal Retirement Date, the Bank
shall pay the amount indicated on Schedule 2, attached hereto and made a part hereof
(hereinafter called the “Early Retirement Benefit”) to the Executive, or his Beneficiary or
Beneficiaries after his death, in the manner hereinafter provided.




     (c) As used herein, “Retirement Benefit” or “Retirement Benefits” shall mean the Early
Retirement Benefit and Normal Retirement Benefit, as applicable.




     (d) The Bank agrees that the Executive may retire from the active and full-time service
of the Bank on or after the first day of the month following the date of the Executive’s
sixtieth (60th) birthday (his “Early Retirement Date”), and prior to his Normal Retirement
Date, and receive his Early Retirement Benefit; and that the Executive may retire from the
active and full-time service of the Bank on or after the first day of the month following the
date of the Executive’s sixty-fifth (65th) birthday (his “Normal Retirement Date”) and
receive his Normal Retirement .Benefit.




     (e) The Executive may but need not retire from the active and full-time employment of
the Bank after the Early Retirement Date. The word



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“retirement” as used in this Agreement shall refer to the actual retirement of the
Executive on or after the Early Retirement Date. Unless the Executive and the Bank shall
otherwise mutually agree in writing, no Retirement Benefit shall be paid the Executive
under this Agreement until his actual retirement on or after the Early Retirement Date
from the active and full-time employment with the Bank. The Executive shall receive his
Retirement Benefit if he is terminated after the Early Retirement Date for any reason
other than his death, including a termination by the Bank for cause.



     Section 4. Disability and other Termination Benefit.



     Prior to the Early Retirement Date, upon the termination of the Executive’s employment with
the Bank due to his Permanent Disability (as hereinafter defined) or his termination by the Bank
other than for cause (as defined in Section 5 below), the Bank shall pay to the Executive in the
amount indicated on Schedule 3, attached hereto and made a part hereof (the “Other Termination
Benefit”). Permanent Disability of the Executive shall be deemed to have occurred upon the first
to occur of the following: (a) receipt by the Executive or the Bank of disability benefits under
the terms of any disability income policy held on the health of the Executive; (b)
receipt by the Executive of social security disability benefits; or (c) the inability of
the Executive, as determined by a licensed physician acceptable to both the Executive and the
Bank, to carryon his normal duties as an officer and employee of the Bank for a continuous period
of six (6) months.



     Section 5. Supplemental Benefits.



     Each year the Bank may, in its absolute discretion, determine an additional amount(s) to be
credited to anyone or more of the Executive’s Death Benefit, Normal Retirement Benefit, Early
Retirement Benefit, and/or Other Termination Benefit provided in accordance with Sections 2 through
4 above (hereinafter referred to individually as a “Supplemental Death Benefit;” “Supplemental
Normal Retirement Benefit,” “Supplemental Early Retirement Benefit,” and “Supplemental Other
Termination Benefit,” respectively, and collectively as the “Supplemental Benefits”). The Bank
shall have the right, prior to or coincident with any such determination of a Supplemental Benefit,
to subject such Supplemental Benefit to such additional reservations, limitations, contingencies,
terms or conditions as the Bank shall deem appropriate or desirable in its absolute discretion. The
determination of the amount of a Supplemental Benefit may be based upon the Bank’s net income for
the year, the Bank’s estimated income in the following year, the Bank’s competitive position in the
industry, the performance of the Executive, and other factors having to do with the Bank’s
financial well-being and the contributions by the Executive to such financial well-being. Taking
these, or any other factors into account, the Bank may decide not to credit an additional amount to
any Supplemental Benefit in any particular year and is under no obligation to do so. A separate
accounting, schedule or memorandum shall be established and



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maintained to keep track of the Executive’s accumulated Supplemental Benefits. Any such
accounting, schedule or memorandum shall be a book accounting, schedule or memorandum only, the
entries therein shall bear no interest, and is intended to keep track of the Bank’s unsecured
promise to pay and such additional reservations, limitations, contingencies, terms or conditions as
the Bank shall have imposed upon such Supplemental Benefits in accordance with this Section. As
provided in Section 11 of this Agreement, the Bank has no obligation to fund such Supplemental
Benefits.




     Section 6. Forfeiture of Benefits.



     All rights under Sections 2, 3, 4 and 5 hereof of the Executive, the Beneficiary or
Beneficiaries of the Executive, or of any person(s) claiming through the Executive shall be
forfeited upon the termination of Executive’s employment by the Bank for cause prior to
his death or the Early Retirement Date. For the purpose of this Agreement, “for cause” shall mean
any one or more of the following:




     (a) any unlawful act of the Executive which has a material adverse effect on the
business or reputation of the Bank; or




     (b) the willful breach of duty or the habitual neglect of responsibilities
on the part of the Executive; or




     (c) conviction of, or a plea of nolo contendere by, the Executive in a felony
case.



     Section 7. Payment of Benefits.




     (a) All benefits payable hereunder shall be paid to the Executive, if living; otherwise
to his Beneficiary or Beneficiaries. The Beneficiary or Beneficiaries of the Executive, as
used herein, shall mean the Designated Recipients (as hereinafter defined) of his benefits,
if any; otherwise his surviving spouse, if any; otherwise the personal representative of his
estate. The Executive shall have the right to designate and to change the designation of the
recipient(s) (“Designated Recipients”) of his Death Benefit by presenting a
written designation or amendment to designation to the Bank prior to his death in a form as
provided in Exhibit “A”, attached hereto and made a part hereof (or any other written form
acceptable to the Bank). The Executive shall have the right to name a Designated Recipient(s)
and to change the Designated Recipient(s) of his Retirement Benefit (both Early Retirement
Benefit and Normal Retirement Benefit) by presenting a written designation or
amendment to designation to the Bank prior to his death in a form as provided in
Exhibit “B”, attached hereto and made a part hereof (or any other written form acceptable to
the Bank). The Executive shall have the right to name a Designated Recipient(s) and
to change the Designated



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Page 5 of 12.





Recipient(s) of his Other Termination Benefit by presenting a written designation or
amendment to designation to the Bank prior to his death in a form as provided in Exhibit
“C”, attached hereto and made a part hereof (or any other written form acceptable to
the Bank). The Executive shall have the right to name a Designated Recipient(s) and to change the
Designated Recipient(s) of his Death Benefit, Retirement Benefit and Other Termination Benefit on
one form by presenting a written designation or amendment to designation to the Bank
prior to his death in a form as provided in Exhibit “D”, attached hereto and made a part hereof (or
any other written form acceptable to the Bank).




     (b) Determination of the amount of the Executive’s Retirement Benefit or Other
Termination Benefit shall be made as of his retirement or other termination of employment with the
Bank, as the case may be. Payment of the Executive’s Death Benefit, Retirement Benefit or Other
Termination Benefit shall be made in the following manner:




     (1) The Executive’s Beneficiary or Beneficiaries shall receive his Death
Benefit in one lump sum within one hundred and twenty (120) days of his death.




     (2) The Executive shall receive his Retirement Benefit in ten (10)
equal consecutive annual installments beginning within one hundred and twenty
(120) days of his retirement.




     (3) The Executive shall receive his Other Termination Benefit in ten
(10) equal consecutive annual installments beginning within one hundred and
twenty (120) days of his termination if such termination is due to his Permanent
Disability, otherwise in one lump sum within one hundred and twenty (120)
days of his termination from the Bank.




     (4) No interest shall be payable by the Bank on any . installment benefit
herein. The Bank and the Executive, or his Beneficiary or Beneficiaries after his death, as
the case may be, may however mutually agree that such amounts be paid in any lesser or
greater number of equal or unequal annual, monthly or other periodic installments, or in a
lump sum, and may reflect the change of such scheduled payments by discounting or imputing
interest at such rate or rates as they may agree.




     (5) Unless the Executive states otherwise in his benefits designation, Designated
Recipient(s) who are natural persons shall be paid their benefits equally, per stirpes. The
Executive may designate such persons or entities as Designated Recipient(s), or any



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combination or succession thereof, and in such proportions
and subject to such contingencies, as is reasonably acceptable to the
Bank.



     Section 8. Exclusivity of Benefits.



     Each of the benefits described in Sections 2, 3, and 4 hereof (the Death Benefit,
the Early Retirement Benefit, the Normal Retirement Benefit, and the Other Termination
Benefit) are mutually exclusive; that is, no more than one of these benefits may be
payable to the Executive, or his Beneficiary or Beneficiaries after his death. In the
event that Executive’s employment with the Bank is terminated due to his death, the
Executive’s beneficiaries shall receive the Death Benefit and not the Retirement Benefit
or Other Termination Benefit. In the event that Executive’s employment with the Bank is
terminated on or after his Early Retirement Date for any reason other than due to his
death, the Executive shall receive the Early Retirement Benefit or Normal Retirement
Benefit, whichever is applicable but not both, and not the Death Benefit or the Other Termination
Benefit. In the event that Executive’s employment with the Bank is terminated prior
to his Early Retirement Date for any reason other than for cause, his voluntary
termination or due to his death, the Executive shall receive the Other Termination Benefit
and not the Death Benefit or the Retirement Benefit. In the event that the Executive’s
employment with the Bank is terminated prior to his death or the Early Retirement Date for
cause or his voluntary termination, no amount shall be due or payable by the Bank under
this Agreement.



     Section 9. Administrator.




     (a) The Administrator for the purposes of the claims procedure under this
Agreement is the Bank. The Administrator shall have full power and authority to
interpret, construe and administer this Agreement and the Administrator’s
interpretations and construction hereof, and actions hereunder, including any
valuation of the Executive’s Death Benefit, Retirement Benefit or Other Termination
Benefit, or the amount or recipient of any lump sum, installment or other payments
to be made pursuant to this Agreement, shall be binding and conclusive on all
persons for all purposes. The Administrator, and its officers, directors, employees
and advisors, shall not be liable to any person for any action taken or omitted in
connection with the interpretation or administration of this Agreement unless
attributable to its or his own willful misconduct or lack of good faith.




     (b) The business address and telephone number of the
Administrator under this Agreement is:



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     (c) The Bank shall have the right to change the Administrator under this Agreement. The Bank
shall also have the right to change the address and telephone number of the Administrator. The
Bank shall give the Executive written notice of any change of the Administrator, or any change in
the address and telephone number of the Administrator.



     Section 10. Claim Procedure.




     (a) Benefits shall be paid in accordance with the provisions of this Agreement. The Executive,
or a Beneficiary, or any other person claiming through the Executive (hereinafter collectively
referred to as the “Claimant”) shall make a written request for benefits provided under this
Agreement. This written claim shall be mailed or delivered to the Administrator. If the
claim is denied, whether wholly or partially, notice of the decision shall be mailed to the
Claimant within a reasonable time period. This time period shall not exceed more than ninety (90)
days after the receipt of the claim by the Administrator.




     (b) The Administrator shall provide a written notice to every Claimant who is
denied a claim for benefits under this Agreement. The notice shall set forth the following
information:




     (1) the specific reasons for the denial;




     (2) the specific reference to pertinent Agreement provisions on which the denial is
based;




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




     (4) appropriate information and explanation for the claims procedure under this
Agreement to permit the Claimant to submit his claim for review.




     (c) All of the information required in Paragraph (b) above shall be set forth
in the notice in a manner calculated to be understood by the Claimant.
The claims . procedure under this Agreement shall :allow the Claimant a reasonable opportunity to
appeal a denied claim and to get a full



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Page 8 of 12.





and fair review of that decision from the Administrator. A Claimant shall have a reasonable
opportunity:




     (1) to request a review upon written application to the Administrator;




     (2) to review pertinent documents with regard to the employee benefit plan created
under this Agreement;




     (3) to submit issues and comments in writing;




     (4) to request an extension of time to make a written submission of issues and
comments; and




     (5) to request that a hearing be held to consider Claimant’s appeal.




     (d) The decision on the review of the denied claim shall promptly be made by the Administrator
within sixty (60) days after the receipt of the request for review if no hearing is held; or within
one hundred and twenty (120) days after receipt of the request for review, if an extension of time
is necessary in order to hold a hearing. The Administrator shall give the Claimant written notice
of the extension of time and of the hearing. This notice shall be given prior to the extension. The
written notice of extension shall indicate that an extension of time will occur in order to hold a
hearing on the Claimant’s appeal and will specify the place, date, and time of that hearing and the
Claimant’s opportunity to participate in the hearing. It may also include any other information the
Administrator believes may be important or useful to the Claimant in connection with the appeal.




     (e) The decision to hold a hearing to consider the Claimant’s appeal of the denied claim shall
be within the sole discretion of the Administrator, whether or not the Claimant requests such a
hearing. The Administrator’s decision on review shall be made in writing and be provided to the
Claimant within the time periods specified in Paragraph (d) above. This written decision on review
shall contain the following information:




     (1) the decision(s);




     (2) the reasons for the decision(s); and




     (3) specific references to the provisions of this Agreement on which the decision (s)
is/are based.



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Page 9 of 12.




     Section 11. Funding.



     The Bank’s obligations under this Agreement shall be an unfunded and unsecured promise to
pay. The Bank shall not be obligated under any circumstances to fund its obligations under this
Agreement. The Bank may, however, at its sole and exclusive option, informally fund this Agreement
in whole or in part. If the Bank shall determine to informally fund this Agreement, in whole or in
part, the manner of such informal funding and the continuance or discontinuance of such informal
funding shall be the sole and exclusive decision of the Bank. The Executive, in his capacity as an
officer of the Bank or otherwise, shall not participate in any manner in any decision whether or
not to informally fund or what method or at what amounts to informally fund, or to cease or revise
the informal funding of, the Bank’s obligations under this Agreement, and shall not participate in
the consideration of any such decision or any similar decision. If the Bank shall determine to
informally fund this Agreement, in whole or in part, by procuring as owner, life insurance for its
own benefit on the life of the Executive, the form of such insurance and the amounts shall be the
sole and exclusive decision of the Bank. The Executive hereby agrees to submit to medical
examinations, supply such information, and execute such documents as may be required by the
insurance company or companies to whom the Bank may have applied for such insurance if the Bank
shall determine to informally fund this Agreement with life insurance.



     Section 12. Employment Rights.



     This Agreement shall not be deemed to create a contract of employment between the Bank and the
Executive and shall create no right in the Executive to continue as an employee of the Bank for any
specific period of time, or to create any other rights in the Executive or obligations on the part
of the Bank, .except as are specifically set forth in this Agreement. Nor shall this Agreement
restrict the right of the Bank to terminate its employer relationship with the Executive, with or
without cause, or restrict the right of the Executive to terminate his employment relationship with
the Bank.



     Section 13. Rights to Assets.



     The rights of the Executive, any Beneficiary or Beneficiaries of the Executive, or any other
person claiming through the Executive under this Agreement, shall be solely those of an unsecured
general creditor of the Bank. The Executive, the Beneficiary or Beneficiaries of the Executive, or
any other person claiming through the Executive, shall only have the right to receive from the
Bank those payments specified under this Agreement. The Executive agrees that he, his Beneficiary
or Beneficiaries, or any other person claiming through him shall have no rights or interests
whatsoever in any assets of the Bank, including any insurance policies or contracts which the Bank
may possess or obtain to informally



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Page 10 of 12.



fund this Agreement. Any asset used or acquired by the Bank in connection with the
liabilities it has assumed under this Agreement shall not be deemed to be held under any escrow
account or trust of any kind for the benefit of the Executive or his Beneficiary or Beneficiaries
or any other person claiming through him; and nothing contained in this Agreement, and no action
taken pursuant to the provisions of this Agreement, shall create or be construed to create a trust
of any kind or a fiduciary relationship between the Bank and the Executive, his Beneficiary or
Beneficiaries or any other person claiming through him. Nor shall any asset be considered security
for the performance of the obligations of the Bank. Any such assets shall be, and remain, general,
unpledged, and unrestricted assets of the Bank.




     Section 14. Independence of Benefits.




     (a) The benefits payable under this Agreement shall be independent of, and in
addition to, any other benefits payable under any other agreements that now exist or may
hereafter exist from time to time between the Bank and the Executive. This Agreement
between the Bank and the Executive does not involve a reduction in payments or foregoing of
an increase in future payments to the Executive. This Agreement does not in any way affect
or reduce the existing and future payments and other benefits of the Executive payable
under any other agreements that now exist or may hereafter exist from time to time between
the Bank and the Executive.




     (b) The benefits payable under this Agreement shall not be deemed salary
or other compensation to the Executive for the purpose of computing benefits to which he
may be entitled under any pension plan, profit-sharing plan or other arrangement of the
Bank for the benefit of its employees.




     (c) Nothing contained in this Agreement shall be deemed to exclude Executive from any
supplemental compensation, bonus, pension, insurance, severance payor other benefit to
which he might otherwise be or might become entitled as an employee of the Bank.



     Section 15. Payments to Incompetents and Minors.



     If the Administrator shall find that any person to whom any payment is payable under this
Agreement is unable to care for his affairs because of illness or accident, or is a minor, any
payment due (unless a prior claim therefor shall have been made by a duly appointed guardian,
committee or other legal representative) may be paid to the spouse, a child, a parent, or a brother
or sister, or to any person deemed by the Administrator to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the
Administrator may determine. Any such payment shall be a complete discharge of the liabilities of
the Bank under this Agreement.




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Page 11 of 12.




     Section 16. Assignability.



     Except in so far as this provision may be contrary to applicable law, no sale, transfer,
alienation, assignment, pledge, collateralization, or attachment of any benefits under this
Agreement shall be valid or recognized by the Bank.



     Section 17. Amendment and Termination.



     During the lifetime of the Executive, this Agreement may be amended or terminated at any
time, in whole or in part, by the mutual written agreement of the parties and without notice to or
the consent of any other person.



     Section 18. Interpretation.



     This Agreement shall not be more strictly construed against any party regardless of who was
responsible for the preparation hereof.



     Section 19. Law Governing.



     This Agreement shall be governed in all respects and be interpreted by and under the laws of
the Commonwealth of Pennsylvania, except to the extent that such law or laws may be preempted by
applicable federal law, including regulations, opinions, and duly issued orders, in which event
this Agreement shall be governed and interpreted by and under the federal law or laws. To the
extent that any provision of this Agreement is in conflict with the provisions contained in any
applicable federal or Pennsylvania state statutes, rules or regulations relating to a savings and
loan association, said provision shall be deemed to have been amended in order to bring it into
conformity with the provisions contained in such federal or state statutes, rules or regulations.



     Section 20. Agreement Binding on Parties.



     This Agreement is solely between the Bank and the Executive. The Executive, his Beneficiary
or Beneficiaries or any other persons claiming through the Executive shall have recourse only
against the Bank for enforcement of this Agreement. However, this Agreement shall be binding upon
the Executive; the Beneficiary or Beneficiaries, beneficiaries, heirs, executors, and
administrators of the Executive; and upon the Bank and the successors and assigns of the Bank.



     Section 21. Entire Agreement.



     This Agreement supersedes any and all other prior agreements, either oral or in writing, and
sets forth the entire agreement between the parties hereto, with respect to the within subject
matter. The signing of this Agreement by the parties constitutes their mutual recognition that no
other contract or agreements, oral or written, except as are in writing, signed by the parties and
attached hereto or



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Page 12 of 12.



specifically incorporated herein, exists between them with respect to the within subject
matter. Each party hereby represents that he or it will not rely upon any agreement, understanding,
condition, definition, warranty, or representation not reduced to writing and incorporated in this
Agreement.




     IN WITNESS WHEREOF, the Bank has caused this Agreement to executed by its duly authorized
officers as of the date first above written, with the intent to be legally bound.



	 	 	 

	ATTEST:
	 	BANK:
	 	 	 
	/s/ Barbara A. Rota
	 	/s/ Paul M. Matvey
	 
	 	 
	Secretary	 	 
	 	 	 
	 	 	 
	(Corporate Seal)	 	 
	 	 	 






     IN WITNESS WHEREOF, the Executive has hereunto set his hand and seal as of the date first
above written, with the intent to be legally bound.



	 	 	 

	WITNESS:
	 	EXECUTIVE:
	 	 	 
	/s/ Barbara A. Rota
	 	/s/ Edward F. Seserko
	 
	 	 
	 
	 	Edward F. Seserko






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AMENDMENT TO

THE DEFERRED COMPENSATION AGREEMENT

BY AND BETWEEN

EUREKA BANK

(FORMERLY EUREKA FEDERAL SAVINGS AND LOAN ASSOCIATION)

AND

EDWARD F. SESERKO




     WHEREAS, the Board of Directors of Eureka Bank wishes to amend the Deferred
Compensation Agreement by and between Eureka Bank (the “Bank”) and Edward F. Seserko
(the “Deferred Compensation Arrangement”) to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).



     NOW
THEREFORE, the Deferred Compensation Arrangement is hereby amended
effective October 20, 2008 as follows:



FIRST CHANGE




     Section 7(b)(4) shall be deleted in its entirety.



SECOND CHANGE




     The following new Section 22 shall be added to the Deferred Compensation Agreement:



     “Section 22. Section 409A of the Internal Revenue Code.




     In the event Executive is a ‘Specified Employee’ (as defined herein) no
payment shall be made to Executive under this Agreement prior to the first day of
the seventh month following the Executive’s termination of employment in excess
of the ‘permitted amount’ under Section 409A of the Code. For these purposes
the ‘permitted amount’ shall be an amount that does not exceed two times the
lesser of: (A) the sum of Executive’s annualized compensation based upon the
annual rate of pay for services provided to the Savings Bank for the calendar year
preceding the year in which Executive terminates his employment, or (B) the
maximum amount that may be taken into account under a tax-qualified plan
pursuant to Section 401(a)(17) of the Code for the calendar year in which
termination of employment occurs. The payment of the ‘permitted amount’ shall
be made within sixty (60) days of the occurrence of the event of termination. Any
payment in excess of the permitted amount shall be made to Executive on the first
day of the seventh month following the event of termination. ‘Specified
Employee’ shall be interpreted to comply with Section 409A of the Code and
shall mean a key employee within the meaning of Section 416(i) of the Code
(without regard to paragraph 5 thereof), but an individual shall be a ‘Specified
Employee’ only if the Savings Bank or Parent is a publicly-traded institution or
the subsidiary of a publicly-traded holding company.”



 









 





     THIS
AMENDMENT is executed on the 20th day of October 2008.



	 	 	 	 	 	 	 

	 	 	 	 	EUREKA BANK
	 
	 	 	 	 	 	 
	ATTEST:

	 	/s/ Rose Ann Mathas
	 	By:
	 	/s/ Paul M. Matvey
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Paul Matvey
	 
	 	 	 	 	 	 
	ATTEST:	 	/s/ Rose Ann Mathas	 	/s/ Edward F. Seserko
	 	 	 	 	 
	 	 	 	 	Edward F. Seserko