exv10w7



 





Exhibit 10.7



The Executive Supplemental Retirement Plan Agreement attached is the agreement by and between First
Federal Savings Bank (the “Bank”) and Robert L. Breslow. Such agreement is substantially identical
in all material respects (except as otherwise noted below) to the other agreements listed below
which are not being filed as separate exhibits to this Registration Statement.



Parties to Executive Supplemental Retirement Plan Agreement:



The Bank and DaCosta Smith, III (1)



The Bank and Peter D. Griffith (2)



(1) Mr. Smith’s Executive Supplemental Retirement Plan Agreement with the Bank is substantially
identical to Mr. Breslow’s agreement except for the description of the life insurance contract in
the second paragraph of Section I.I, which reads:




	 	 	 	 	 
	Insurance Company:

	 	Lincoln Benefit Plan

	Policy Form:

	 	Flexible Premium Adjustable Life

	Policy Name:

	 	Ultra Achiever

	Insured’s Age and Sex:

	 	43, Male

	Riders:

	 	None

	Ratings:

	 	According to the health of the insured

	Option:

	 	Level Death Benefit

	Face Amount:

	 	$2,027,110

	Premiums Paid:

	 	$500,000

	Number of Premium Payments:

	 	One

	Assumed Purchase Date:

	 	June 1, 1999







(2) Mr. Griffith’s Executive Supplemental Retirement Plan Agreement with the Bank is
substantially identical to Mr. Breslow’s agreement except (i) the Benefit Calculation Date and
Benefit Payment Date defined in Section I.C are based upon his sixty-eighth birthday, rather than
his sixty-fifth birthday and (ii) the description of the life insurance contract in the second
paragraph of Section I.I, which reads:




	 	 	 	 	 
	Insurance Company:

	 	Lincoln Benefit Plan

	Policy Form:

	 	Flexible Premium Adjustable Life

	Policy Name:

	 	Ultra Achiever

	Insured’s Age and Sex:

	 	58, Male

	Riders:

	 	None

	Ratings:

	 	According to the health of the insured

	Option:

	 	Level Death Benefit

	Face Amount:

	 	$4,418,851

	Premiums Paid:

	 	$1,600,000

	Number of Premium Payments:

	 	One

	Assumed Purchase Date:

	 	June 1, 1999








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EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN




AGREEMENT




     This Agreement, made and entered into this 30th day of June, 1999, by and between First
Federal Savings Bank, a Bank organized and existing under the laws of the United States of America,
hereinafter referred to as “the Bank”, and Robert L. Breslow, a Key Employee and the Executive of
the Bank, hereinafter referred to as “the Executive.



     The Executive has been in the employ of the Bank for several years and has now and for years
past faithfully served the Bank. It is the consensus of the Board of Directors of the Bank (the
Board) that the Executive’s services have been of exceptional merit, in excess of the compensation
paid and an invaluable contribution to the profits and position of the Bank in its field of
activity. The Board further believes that the Executive’s experience, knowledge of corporate
affairs, reputation and industry contacts are of such value and his continued services are so
essential to the Bank’s future growth and profits that it would suffer severe financial loss should
the Executive terminate his services.



     Accordingly, it is the desire of the Bank and the Executive to enter into this Agreement under
which the Bank will agree to make certain payments to the Executive upon the Executive’s retirement
and, alternatively, to the Executive’s beneficiary(ies) in the event of the Executive’s premature
death while employed by the Bank.



     It is the intent of the parties hereto that this Agreement be considered an arrangement
maintained primarily to provide supplemental retirement benefits for the Executive, as a member of
a select group of management or highly–compensated employees of the Bank for purposes of the
Employee Retirement Security Act of 1974 (ERISA). The Executive is fully advised of the Bank’s
financial status and has had substantial input in the design and operation of this benefit plan.



     Therefore, in consideration of the Executive’s services performed in the past and those to be
performed in the future and based upon the mutual promises and covenants herein contained, the Bank
and the Executive, agree as follows:



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	I.	 	DEFINITIONS






	A.	 	Effective Date:
	 
	 	 	The Effective Date of this Agreement shall be June 1, 1999.
	 
	B.	 	Plan Year:
	 
	 	 	Any reference to “Plan Year shall mean a calendar year from January 1 to December
31. In the year of implementation, the term “Plan Year” shall mean the period from
the effective date to December 31 of the year of the effective date.
	 
	C.	 	(i) Benefit Calculation Date: Benefit Calculation Date shall mean
December 31S` of each calendar year commencing in the year in which the Executive
attains his sixty-eighth (65th) birthday and continuing until the death of the
Executive.
	 
	 	 	(ii) Benefit Payment Date: The Benefit Payment, Date for the Index
Retirement Benefit [Subparagraph I (H)J shall be thirty (30) days following the
Benefit Calculation Date stated above. The Benefit Payment Date for the
Pre-Retirement Account [Subparagraph I (G)] shall be thirty (30) days following the
Executive’s sixty-eighth (65th) birthday.
	 
	D.	 	Early Retirement:
	 
	 	 	Early Retirement Date shall mean a retirement from service which is effective prior
to the Normal Retirement Age stated herein, provided the Executive has attained age
fifty-five (55) and has completed twenty (20) full years of service with the Bank
from the date of first service.
	 
	E.	 	Normal Retirement Age:
	 
	 	 	Normal Retirement Age shall mean the date on which the Executive attains age
sixty-five (65) and has completed twenty (20) full years of service with the Bank
from the date of first service.
	 
	F.	 	Termination of Service:
	 
	 	 	Termination of Service shall mean either: (i) A voluntary resignation of service by
the Executive; or (ii) The Bank’s discharge of the Executive without cause
(“cause”defined in Subparagraph III (E) hereinafter), prior to the Normal Retirement
Age or Early Retirement Date.
	 
	G.	 	Pre-Retirement Account:




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	 	 	A Pre-Retirement Account shall be established as a liability reserve account on the
books of the Bank for the benefit of the Executive. Prior to the Executive receiving
benefits hereunder, such liability reserve account shall be increased or decreased
each Plan Year by an amount equal to the annual earnings or loss for that Plan Year
determined by the Index (described in Subparagraph I (I) hereinafter), less the
Opportunity Cost for that Plan Year (described in Subparagraph I (J) hereinafter).
	 
	H.	 	Index Retirement Benefit:
	 
	 	 	The Index Retirement Benefit for the Executive for any year shall be equal to the
excess of the annual earnings (if any) determined by the Index [Subparagraph I (I)]
for that Plan Year less the Opportunity Cost [Subparagraph I (J)] for that Plan
Year.
	 
	 	 	Notwithstanding any provision herein to the contrary, the Index Retirement Benefit
for each year shall in no event exceed one hundred percent (100%) of the Executive’s
compensation received in the Executive’s final year of employment offset by the
Bank’s contribution to the Executive’s 401(k), the Bank’s contribution to profit
sharing, and the Bank’s contribution to any other qualified retirement plan of the
Executive while employed by the Bank, and fifty percent (50%) of total social
security. The aforestated offset amounts shall be determined on a joint and survivor
basis.
	 
	I.	 	Index:
	 
	 	 	The Index for any Plan Year shall be the aggregate annual after–tax income from the
life insurance contracts described hereinafter as defined by FASB Technical Bulletin
854. This Index shall be applied as if such insurance contracts were purchased on
the effective date hereof.





	 	 	 	 	 
	Insurance Company:

	 	Lincoln Benefit Plan

	Policy Form:

	 	Flexible Premium Adjustable Life

	Policy Name:

	 	Ultra Achiever

	Insured’s Age and Sex:

	 	46, Male

	Riders:

	 	None

	Ratings:

	 	According to the health of the insured

	Option:

	 	Level Death Benefit

	Face Amount:

	 	$3,238,160

	Premiums Paid:

	 	$700,000

	Number of Premium Payments:

	 	One

	Assumed Purchase Date:

	 	June 1, 1999









	 	 	If such contracts of life insurance are
actually purchased by the Bank then the




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	 	 	actual
policies as of the dates they were purchased
shall be used in calculations under this
Agreement. If such contracts of life insurance
are not purchased or are subsequently
surrendered or lapsed, then the Bank shall
receive annual policy illustrations that
assume the above-described policies were
purchased from the above named insurance
company(ies) on the Effective Date from which
the increase in policy value will be used to
calculate the amount of the Index.
	 
	 	 	In either case, references to the life insurance contract are merely for purposes of
calculating a benefit. The Bank has no obligation to purchase such life insurance
and, if purchased, the Executive and the Executive’s beneficiary(ies) shall have no
ownership interest in such policy and shall always have no greater interest in the
benefits under this Agreement than that of an unsecured general creditor of the
Bank.
	 
	J.	 	Opportunity Cost:
	 
	 	 	The Opportunity Cost for any Plan Year shall be calculated by taking the sum of the
amount of premiums set forth in the Indexed policies described above plus the amount
of any after-tax benefits paid to the Executive pursuant to this Agreement
(Paragraph III hereinafter) plus the amount of all previous
years after-tax
Opportunity Cost, and multiplying that sum by the average after-tax Opportunity Cost
calculated at the end of the third quarter for the Plan Year. The Opportunity Cost
shall be the weekly average yield on the U.S. Treasury securities adjusted to a
constant maturity of one year, as made available by the Federal Reserve Board as
of September 30`h, plus one hundred and twenty (120) basis points.
	 
	K.	 	Change of Control:
	 
	 	 	For purposes of this Agreement, a “Change in Control” of the Company or the Bank
shall be deemed to occur if and when (a) an offeror other than the Company
purchases shares of the common stock of the Company or the Bank pursuant to a tender or
exchange offer for such shares, (b) any person(as such term is used in Sections
13(d) and 14(d) (2) of the Securities Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company or the Bank
representing twenty-five percent (25%) or more of the combined voting power of the
Company’s or Bank’s then outstanding securities, (c) the membership of the board of
directors of the Company or the Bank changes as the result of a contested election,
such that individuals who were directors at the beginning of any
twenty-four (24)
month period (whether commencing before or after the date of adoption of this Plan)
do not constitute a majority of the Board at the end of such period, or (d) sale or
disposition of all or substantially all of the Company’s or Bank’s assets, or a plan
of partial or complete liquidation is approved by the directors or the shareholders
of the Company or the Bank.




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	II.	 	EMPLOYMENT
	 
	 	 	No provision of this Agreement shall be deemed to restrict or limit any existing employment
agreement by and between the Bank and the Executive, nor shall any conditions herein create
specific employment rights to the Executive nor limit the right of the Employer to discharge
the Executive with or without cause. In a similar fashion, no provision shall limit the
Executive’s rights to voluntarily sever his employment at any time.
	 
	III.	 	INDEX BENEFITS
	 
	 	 	The following benefits provided by the Bank to the Executive are in the nature of a fringe
benefit and shall in no event be construed to effect nor limit the Executive’s current or
prospective salary increases, cash bonuses or profit-sharing distributions or credits.






	A.	 	Retirement Benefits:
	 
	 	 	Should the Executive continue to be employed by the Bank until “Normal Retirement
Age” defined in Subparagraph I (E), the Executive shall be entitled to receive the
balance in his Pre–Retirement Account [as defined in Subparagraph I (GA in a lump
sum on the Executive’s Benefit Payment Date [Subparagraph I (G)(ii)]. In addition to
these payments, commencing at the Executive’s Benefit Payment Date [Subparagraph I
(C)(ii)], the Index Retirement Benefit (as defined in Subparagraph I (H) above) for
each year shall be paid to the Executive until the Executive’s death subject to the
maximum amount of the Index Retirement Benefit payment.
	 
	B.	 	Early Retirement:
	 
	 	 	Should the Executive elect Early Retirement subsequent to the Early Retirement Date
[Subparagraph I (D)], the Executive shall be entitled to receive the percentage
stated below that corresponds to the age of said Executive at his/her early
retirement (to a maximum of 100%), times the balance in the Pre–Retirement Account
paid in a lump sum commencing thirty (30) days following said Early Retirement Date.
In addition to these payments and commencing in conjunction therewith, the
percentage stated below that corresponds to the age of said Executive at his/her
early retirement (to a maximum of 100%), times the Index Retirement Benefit for each
year shall be paid to the Executive until death subject to the maximum amount of the
Index Retirement Benefit payments.





	 	 	 	 	 
	Early Retirement Age	 	Percentage of Benefits
	 
	55

	 	 	50	%
	56

	 	 	55	%
	57

	 	 	60	%
	58

	 	 	65	%







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	59

	 	 	70	%
	60

	 	 	75	%
	61

	 	 	80	%
	62

	 	 	85	%
	63

	 	 	90	%
	64

	 	 	95	%
	65

	 	 	100	%








	C.	 	Termination of Service:






	(i)	 	Voluntary Resignation of Service: Subject to Subparagraph
III (D) hereinafter, should the Executive suffer a Termination of
Service as defined in Subparagraph I (E) (i.e. a voluntary
resignation of service prior to Normal Retirement Age or the Early
Retirement Date), the Executive shall be entitled to receive the
balance in the Pre-Retirement Account as of the date of said
termination payable in a lump sum thirty (30) days following said
termination. The Executive shall not receive the Index Retirement
Benefit at any time.
	 
	(ii)	 	Bank’s Discharge of the Executive Without Cause: Subject
to Subparagraph Ill (D) hereinafter, should the Bank discharge the
Executive without cause prior to the Normal Retirement Age, the
Executive shall receive the benefits set forth in Subparagraph III
(A) herein, as if the Executive had been employed by the Bank until
Normal Retirement Age, and the Executive shall begin receiving the
benefits thirty (30) days from said termination.
	 
	(iii)	 	Disability: In the event the Executive becomes
disabled prior to Termination of Service, and the Executive’s employment is
terminated because of such disability, he shall receive the benefits as set
forth in Subparagraph III (C)(ii) hereinabove, “Disability” shall be as defined
in the Bank’s long-term disability policy. If no such disability policy exists,
then disability shall be determined by three (3) physicians selected as
follows: (i) by the Bank; (ii) by the Executive; and (iii) by the two (2)
physicians selected by the Bank and the Executive as set forth herein.
	 




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	D.	 	Death:
	 
	 	 	Should the Executive die prior to having received the full balance of the
Pre–Retirement Account, the unpaid balance of the Pre–Retirement Account shall be
paid in a lump sum to the beneficiary selected by the Executive and filed with the
Bank. In the absence of or a failure to designate a beneficiary, the unpaid balance
shall be paid in a lump sum to the personal representative of the Executive’s
estate.
	 
	E.	 	Discharge for Cause:
	 
	 	 	Should the Executive be discharged “for cause”, as it relates to this Agreement, at
any time, all Benefits under this Agreement shall be forfeited. The term “for
cause’‘, as it relates to this Agreement, shall mean willful gross negligence or
willful gross neglect or the conviction of a felony, fraud, or dishonesty involving
the Bank and further resulting in an adverse effect on the Bank. If a dispute arises
as to discharge “for cause”, such dispute shall be resolved by arbitration as set
forth in this Agreement.
	 
	F.	 	Death Benefit:
	 
	 	 	Except as set forth above, there is no death benefit provided under this Agreement.






	IV.	 	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. The Executive, the Executive’s
beneficiary(ies) or any successor in interest to the Executive shall be and remain simply a
general 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, at its sole discretion, to either fund the obligations
undertaken by this Agreement or to refrain from funding the same and to determine the exact
nature and method of such funding. Should the Bank elect to fund this Agreement, in whole or
in part, through the purchase of life insurance, mutual funds, disability policies or
annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such
funding at any time, in whole or in part. At no time shall the Executive be deemed to have
any lien or right, title or interest in or to any specific funding 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 exam and supplying such additional information necessary to obtain such insurance
or annuities.




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	V.	 	CHANGE OF CONTROL
	 
	 	 	Upon a Change of Control (as defined in Subparagraph I (K) herein), if the Executive’s
employment is subsequently terminated, except for cause, then the Executive shall receive
the benefits promised in this Agreement as if the Executive had been employed until the
Normal Retirement Age and the Executive shall begin receiving the benefits thirty (30) days
following said termination. The Executive will also remain eligible for all promised death
benefits in this Agreement. In addition, no sale, merger or consolidation of the Bank shall
take place unless the new or surviving entity expressly acknowledges the obligations under
this Agreement and agrees to abide by its terms.
	 
	VI.	 	MISCELLANEOUS






	A.	 	Alienability and Assignment Prohibition:
	 
	 	 	Neither the Executive, his/her surviving spouse nor any other beneficiary under this
Agreement shall have any power or right to transfer, assign, anticipate,
hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the
benefits payable hereunder nor shall any of said benefits be subject to seizure for
the payment of any debts, judgments, alimony or separate maintenance owed by the
Executive or the Executive’s beneficiary(ies), nor be transferable by operation of
law in the event of bankruptcy, insolvency or otherwise. In the event the Executive
or any beneficiary attempts assignment, commutation, hypothecation, transfer or
disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and
terminate.
	 
	B.	 	Binding Obligation of Bank and any Successor in Interest:
	 
	 	 	The Bank expressly agrees that it shall not merge or consolidate into or with
another bank or sell substantially all of its assets to another bank, firm or person
until such bank, firm or person expressly agrees, in writing, to assume and
discharge the duties and obligations of the Bank under this Agreement. This
Agreement shall be binding upon the parties hereto, their successors,
beneficiary(ies), heirs and personal representatives.
	 
	C.	 	Revocation:
	 
	 	 	It is agreed by and between the parties hereto that, during the lifetime of the
Executive, this Agreement may be amended or revoked at any time or times; in whole
or in part, by the mutual written assent of the Executive and the Bank.




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	D.	 	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.
	 
	E.	 	Effect on Other Bank Benefit Plans:
	 
	 	 	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
plan constituting a part of the Bank’s existing or future compensation structure.
	 
	F.	 	Headings:
	 
	 	 	Headings and subheadings in this Agreement are inserted for reference and
convenience only and shall not be deemed a part of this Agreement.
	 
	G.	 	Applicable Law:
	 
	 	 	The validity and interpretation of this Agreement shall be governed by the laws of
the United States of America.






	VII.	 	ERISA PROVISION






	A.	 	Named Fiduciary and Plan Administrator:
	 
	 	 	The “Named Fiduciary and Plan Administrator” of this Plan shall be First Federal
Savings Bank until its removal by the Board. As Named Fiduciary and Administrator,
the Bank shall be responsible for the management, control and administration of the
Salary Continuation Agreement as established herein. The Named Fiduciary may
delegate to others certain aspects of the management and operation responsibilities
of the plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.
	 
	B.	 	Claims Procedure and Arbitration:
	 
	 	 	In the event a dispute arises over benefits under this Agreement and benefits 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 Plan Administrator named above within ninety (90)
days from the date payments are refused. The Plan Administrator shall review the
written claim and if the claim is denied, in whole or in part, they shall provide in
writing within ninety (90) days of receipt of such claim their specific




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	 	 	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 written notice shall further indicate the additional steps to be taken by
claimants if a further review of the claim denial is desired. A claim shall be
deemed denied if the Plan Administrator fails to take any action within the
aforesaid ninety-day period.
	 
	 	 	If claimants desire a second review they shall notify the Plan Administrator in
writing within ninety (90) days of the first claim denial. Claimants may review this
Agreement or any documents relating thereto and submit any written issues and
comments they may feel appropriate. In its sole discretion, the Plan Administrator
shall then review the second claim and provide a written decision within ninety (90)
days of receipt of such claim. This decision shall likewise state the specific
reasons for the decision and shall include reference to specific provisions of this
Agreement upon which the decision is based.
	 
	 	 	If claimants continue to dispute the benefit denial based upon completed performance
of this Executive Plan or the meaning and effect of the terms and conditions
thereof, then claimants may submit the dispute to a Board of Arbitrators for final
arbitration. The Board shall consist of one member selected by the chairman, one
member selected by the Bank, and the third member selected by the first two members.
The Board of Arbitrators shall operate under the rules specified in the Pennsylvania
Uniform Arbitration Act. The parties hereto agree that they and their heirs,
personal representatives, successors and assigns shall be bound by the decision of
such Board of Arbitrators with respect to any controversy properly submitted to it
for determination.
	 
	 	 	Where a dispute arises as to the Bank’s discharge of the Executive for “cause”, such
dispute shall likewise be submitted to arbitration as above described and the
parties hereto agree to be bound by the decision thereunder.




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     IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreement
and executed the original thereof on the 30th day of June, 1999 and that, upon execution, each has
received a conforming copy.








	 	 	 
	 

	FIRST FEDERAL SAVINGS BANK

(Monessen, Pennsylvania)
	 
	/s/
Rita Fraino

Witness

	By:	/s/ Peter D. Griffith
Title: President
	 







	 	 	 
	/s/ Rita Fraino

Witness

	 	/s/ Robert L. Breslow
Robert L. Breslow








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BENEFICIARY DESIGNATION FORM FOR THE EXECUTIVE SUPPLEMENTAL

RETIREMENT PLAN AGREEMENT




PRIMARY DESIGNATION:




	 	 	 	 	 
	Name
	 	Address
	 	Relationship






















SECONDARY (CONTINGENT) DESIGNATION:




















All sums payable under the Executive Supplemental Retirement Plan Agreement by reason of my death
shall be paid to the Primary Beneficiary, if he or she survives me, and if no Primary Beneficiary
shall survive me, then to the Secondary (Contingent) Beneficiary.





	 	 	 
	/s/ Robert L. Breslow

Robert L. Breslow

	 	7/13/99

Date










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