exv10w9



 





Exhibit 10.9




NORTHFIELD SAVINGS BANK




NON-QUALIFIED




DEFERRED COMPENSATION PLAN




(As Amended and Restated Effective as of January 1, 2005)




November 6, 2006




 









 





Table Of Contents




	 	 	 	 	 
	 	 	Page
	Table Of Contents 
	 	 	i	 
	 
	 	 	 	 
	Article 1 Introduction and Purpose 
	 	 	1	 
	1.1 Establishment of the Plan – Consolidation of Existing Plans
	 	 	1	 
	1.2 Purpose of the Plan
	 	 	1	 
	1.3 ERISA Not Applicable
	 	 	1	 
	 
	 	 	 	 
	Article 2 Definitions 
	 	 	2	 
	 
	 	 	 	 
	Article 3 Participation 
	 	 	9	 
	3.1 Eligibility
	 	 	9	 
	3.2 Enrollment
	 	 	9	 
	3.3 Duration of Election
	 	 	10	 
	3.4 Duration of Participation and Modification or Cessation of Deferrals
	 	 	11	 
	3.5 Reenrollment of Participation
	 	 	11	 
	 
	 	 	 	 
	Article 4 Administration
	 	 	12	 
	4.1 Responsibility for Administration and Investment
	 	 	12	 
	4.2 Authority of the Committee
	 	 	12	 
	4.3 Duties of the Administrator
	 	 	12	 
	4.4 Enrollment Agreements
	 	 	13	 
	4.5 Administrative and Investment Costs
	 	 	13	 
	 
	 	 	 	 
	Article 5 Retirement Date
	 	 	14	 
	5.1 Retirement Dates
	 	 	14	 
	5.2 Normal Retirement Age
	 	 	14	 
	5.3 Early Retirement Date
	 	 	14	 
	5.4 Postponed Retirement Date
	 	 	14	 
	 
	 	 	 	 
	Article 6 Participants Accounts and Plan Investments
	 	 	15	 
	6.1 Establishment of Accounts
	 	 	15	 
	6.2 Unsecured General Creditor
	 	 	15	 
	6.3 Investment Options
	 	 	16	 
	6.4 Investment Elections
	 	 	16	 
	6.5 Changes in Investment Elections
	 	 	16	 
	6.6 Transfers upon Termination

	 	 	17	 
	6.7 Investment of Funds
	 	 	17	 
	6.8 Investment Option Valuations
	 	 	17	 
	 
	 	 	 	 
	Article 7 Deferred Compensation Distributions
	 	 	18	 
	7.1 Distribution upon Retirement Date or Death
	 	 	18	 
	7.2 Distribution upon Termination Because of Disabled Status
	 	 	18	 






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	 	 	Page
	7.3 Distribution upon Termination of Service Prior to Retirement Date for
Reasons Other Than Death or Disabled Status
	 	 	18	 
	7.4 Distribution upon Establishment of Unforeseeable Emergency
	 	 	18	 
	7.5 Distribution upon Change of Control
	 	 	19	 
	7.6 Distribution upon Selected Date
	 	 	19	 
	7.7 Modes of Distribution
	 	 	19	 
	7.8 Future Deferral Distributions
	 	 	20	 
	7.9 Changes in Time and Form of Distribution of Existing Designations
	 	 	20	 
	7.10 Delay in Distribution for Key Employees
	 	 	20	 
	7.11 Beneficiary Designations
	 	 	20	 
	 
	 	 	 	 
	Article 8 Supplemental Retirement Benefits
	 	 	22	 
	8.1 Benefits on Retirement
	 	 	22	 
	8.2 Benefits on Termination of Employment
	 	 	22	 
	8.3 Termination of the Basic Retirement Plan
	 	 	23	 
	8.4 Increased Benefit on Termination of Basic Retirement Plan
	 	 	23	 
	 
	 	 	 	 
	Article 9 Supplemental Savings Benefits and Deferral Credit Accounts
	 	 	24	 
	9.1 Supplemental Savings Benefits
	 	 	24	 
	9.2 Deferred Credit Account
	 	 	25	 
	9.3 Crediting of Units
	 	 	25	 
	 
	 	 	 	 
	Article 10 Payment of Supplemental Benefits
	 	 	26	 
	10.1 Nonforfeitable Right to Benefits
	 	 	26	 
	10.2 Payment of Retirement Income Benefits
	 	 	26	 
	10.3 Payment of Savings Benefit
	 	 	26	 
	 
	 	 	 	 
	Article 11 Modes of Supplemental Benefit Payment
	 	 	27	 
	11.1 Payment Form
	 	 	27	 
	11.2 Commencement Dates
	 	 	27	 
	 
	 	 	 	 
	Article 12 Supplemental Retirement and Savings Death Benefits
	 	 	28	 
	12.1 Supplemental Death Benefit Payments
	 	 	28	 
	12.2 Supplemental Survivor Annuity Benefits
	 	 	28	 
	12.3 Term of Supplemental Survivor Annuity Benefits
	 	 	29	 
	12.4 Supplemental Savings Benefit on Death
	 	 	29	 
	12.5 Payments If No Surviving Spouse
	 	 	29	 
	12.6 Benefits upon Termination of the Basic Retirement Plan
	 	 	29	 
	 
	 	 	 	 
	Article 13 Non-Assignability and Limitation on Payments
	 	 	30	 
	13.1 Non-Assignability
	 	 	30	 
	13.2 Limitation on Payments
	 	 	30	 
	 
	 	 	 	 
	Article 14 Amendment or Termination
	 	 	31	 
	14.1 Amendment of Plan
	 	 	31	 
	14.2 Termination of Plan
	 	 	31	 






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	 	 	Page
	Article 15 Miscellaneous Provisions
	 	 	33	 
	15.1 No Right to Continued Board Membership or Employment
	 	 	33	 
	15.2 Construction of Language
	 	 	33	 
	15.3 Headings
	 	 	33	 
	15.4 Severability
	 	 	33	 
	15.5 Waiver
	 	 	33	 
	15.6 Governing Law
	 	 	34	 






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Article 1




Introduction and Purpose





	1.1	 	Establishment of the Plan – Consolidation of Existing Plans
	 
	 	 	The Plan shall be known as the NORTHFIELD SAVINGS BANK NON-QUALIFIED DEFERRED COMPENSATION
PLAN. The Plan constitutes an amendment, restatement and consolidation of three (3)
existing non-qualified deferred compensation plans sponsored by NSB Holding Corp. and
Northfield Savings Bank: NSB Holding Corp. and Northfield Savings Bank Board of Directors
Deferred Compensation Plan (effective March 16, 1999); the NSB Holding Corp. and Northfield
Savings Bank Executive Deferred Compensation Plan (effective April 1, 2001); and the NSB
Holding Corp. and Northfield Savings Bank Supplemental Executive Retirement Plan (effective
January 1, 1994). The consolidated Plan was originally effective January 1, 2004 and is
herein amended and restated, effective as of January 1, 2005, in compliance with Section
409A of the Code, addressing the requirements for nonqualified deferred compensation plans
as of January 1, 2005.
	 
	1.2	 	Purpose of the Plan
	 
	 	 	The purpose of the Plan is to provide for the deferral of all or a portion of non-employee
Trustee and Director fees by members of the participating Board of Trustees and Board of
Directors, deferral of all or a portion of the Compensation and/or Performance Based
Compensation payable to eligible Employees of NSB Holding Corp. and Northfield Savings Bank,
and to provide eligible Employees of Northfield Savings Bank with supplemental retirement
income from the Bank when such amounts are not payable under the benefit and/or contribution
formulas of the tax-qualified Northfield Savings Bank Retirement Plan, and/or 401(k) Savings
Plan, respectively, due to reductions and other limitations imposed under Sections
401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the Code. A designated amount of Trustee
Fees, Director Fees Compensation and/or Performance Based Compensation, as the case may be,
may be deferred until one of the specified events in the Plan occurs, which permits all or
part of the monies so deferred (together with any earnings, gains or losses, as provided for
in the Plan), to be distributed to the Participant or to a designated Beneficiary.
	 
	1.3	 	ERISA Not Applicable
	 
	 	 	This Plan is not intended to be subject to or covered by the reporting, participation,
vesting, funding or fiduciary requirements of ERISA, and shall in all cases be construed and
interpreted in a manner consistent with that intent.




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Article 2




Definitions




The following words and phrases used in the Plan shall have the following meanings, unless a
different meaning is plainly required by the context:





	2.1	 	“Accounting Date” means each business day of the month.
	 
	2.2	 	“Administrator” means the Plan administrator, as described in Article 4.
	 
	2.3	 	“Bank” means the Northfield Savings Bank, 1751 Victory Boulevard, Staten Island, New York or
any successor to the Bank by merger, consolidation or otherwise by operation of law.
	 
	2.4	 	“Basic Retirement Plan” means The Retirement Plan of Northfield Savings Bank in RSI
Retirement Trust, as amended from time to time.
	 
	2.5	 	“Basic Retirement Plan Retirement Benefit” means the benefit paid to a Participant under the
Basic Retirement Plan and includes benefits payable upon Normal Retirement, Early Retirement,
Postponed Retirement, death or termination of service.
	 
	2.6	 	“Basic Retirement Plan Surviving Spouse Benefit” means the benefit payable to a Participant’s
surviving spouse or eligible children under the Basic Retirement Plan upon the Participant’s
death, if any.
	 
	2.7	 	“Basic Savings Plan” means the Northfield Savings Bank 401(k) Savings Plan in RSI Retirement
Trust, as amended from time to time.
	 
	2.8	 	“Basic Savings Plan Savings Benefit” means the benefit paid to a Participant under the Basic
Savings Plan and includes benefits payable upon Normal Retirement, Early Retirement, Postponed
Retirement, death or termination of service.
	 
	2.9	 	“Basic Savings Plan Surviving Spouse Benefit” means the benefit payable to a Participant’s
surviving spouse under the Basic Savings Plan upon the Participant’s death prior to a
distribution of the Participant’s entire Basic Savings Plan account balance.
	 
	2.10	 	“Beneficiary” means the person, persons or legal entity provided for by the Participant to
receive any undistributed Deferred Compensation which becomes payable in the event of the
Participant’s death, including any designated contingent beneficiary or beneficiaries.
	 
	2.11	 	“Benefit Commencement Date” means the first business day of the month following the month in
which a member of the Board of Trustees or Board of Directors has a
Separation From Service as a member of the Board of Trustees or Board of Directors, or such
other date as a Participant may specify in his or her Trustee Enrollment Agreement for
deferral of compensation or Director Agreement for deferral of compensation.




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	2.12	 	“Board” means the Board of Directors of the Bank, as duly constituted from time to time.
	 
	2.13	 	“Change in Control” means any one of the following events: (i) a change in the ownership of
a Participant’s employer, (ii) a change in the effective control of a Participant’s employer,
or (iii) a change in the ownership of a substantial portion of the assets of a Participant’s
employer, where each such event is as hereafter defined in paragraphs (A), (B) and (C),
following, where the occurrence of such event must be objectively determinable, without
discretionary authority by the Employer.






	 	(A)	 	A change in the ownership of a corporation occurs on the date that any one
person, or more than one person acting as a group (as hereafter defined) acquires
ownership of stock of the corporation that, together with stock held by such person or
group, constitutes more than 50 percent of the total fair market value or total voting
power of the stock of such corporation. However, if any one person or more than one
person acting as a group, is considered to own more than 50 percent of the total fair
market value or total voting power of the stock of a corporation, the acquisition of
additional stock by the same person or persons is not considered to cause a change in
the ownership of the corporation (or to cause a change in the effective control of the
corporation). An increase in the percentage of stock owned by any one person, or
persons acting as a group, as a result of a transaction in which the corporation
acquires its stock in exchange for property will be treated as an acquisition of stock
for this purpose. This definition applies only when there is a transfer of stock of a
corporation (or issuance of stock of a corporation) and stock in such corporation
remains outstanding after the transaction.
	 
	 	 	 	For purposes of paragraphs (A), (B) and (C), persons will not be considered to be
“acting as a group” solely because they purchase or own stock of the same
corporation at the same time, or as a result of the same public offering. However,
persons will be considered to be acting as a group if they are owners of a
corporation that enters into a merger, consolidation, purchase or acquisition of
stock, or similar business transaction with the corporation. If a person, including
an entity, owns stock in both corporations that enter into a merger, consolidation,
purchase or acquisition of stock, or similar transaction, such shareholder is
considered to be acting as a group with other shareholders in a corporation prior to
the transaction giving rise to the change and not with respect to the ownership
interest in the other corporation.
	 
	 	(B)	 	A change in the effective control of a corporation occurs on the date that
either: (i) any one person, or more than one person acting as a group (as defined
under paragraph (A), above), acquires (or has acquired during the 12-month period




3









 






	 	 	 	ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the corporation possessing 35 percent or more of the total
voting power of the stock of such corporation; or (ii) a majority of members of the
corporation’s board of directors is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of the
corporation’s board of directors prior to the date of the appointment or election,
provided that the term corporation refers solely to the relevant corporation, for
which no other corporation is a majority shareholder. In the absence of an event
described above, a change in the effective control of a corporation will not have
occurred.
	 
	 	 	 	A change in effective control also may occur in any transaction in which either of
the two corporations involved in the transaction has a Change in Control event.
	 
	 	 	 	If any one person, or more than one person acting as a group (as defined under
paragraph (A), above) is considered to effectively control a corporation, the
acquisition of additional control of the corporation by the same person or persons
is not considered to cause a change in the effective control of the corporation.
	 
	 	(C)	 	A change in the ownership of a substantial portion of a corporation’s assets
occurs on the date that any one person, or more than one person acting as a group (as
defined under paragraph (A), above) acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such person or persons)
assets from the corporation that have a total gross fair market value equal to or more
than 40% of the total gross fair market value of all the assets of the corporation
immediately prior to such acquisition or acquisitions. For this purpose, gross fair
market value means the value of the assets of the corporation, or the value of the
assets being disposed of, determined without regard to any liabilities associated with
such assets.
	 
	 	 	 	There is no Change in Control event under paragraph (C) when there is a transfer to
an entity that is controlled by the shareholders of the transferring corporation
immediately after the transfer, as provided in this paragraph. A transfer of assets
by a corporation is not treated as a change in the ownership of such assets if the
assets are transferred to: (i) a shareholder of the corporation (immediately before
the asset transfer) in exchange for or with respect to its stock; (ii) an entity,
50 percent or more of the total value or voting power of which is owned, directly or
indirectly, by the corporation; (iii) a person, or more than one person acting as a
group (as defined under paragraph (A), above), that owns, directly or indirectly, 50
percent or more of the total value or voting power of all the outstanding stock of
the corporation; or (iv) an entity, at least 50 percent of the total value or voting
power of which is owned, directly or indirectly, by a person described in clause
(iii), above. For purposes of this paragraph, and except as otherwise provided, a
person’s status is determined immediately after the transfer of the assets. For
example, a transfer to a corporation in which the transferor corporation has no
ownership interest before the transaction , but which is a majority-owned
subsidiary of the transferor corporation after the transaction is not treated as a
change in the ownership of the assets of the transferor corporation.




4









 












	2.14	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	2.15	 	“Committee” means the Deferred Compensation Plan administrative committee, as appointed by
the Board to administer the Plan, as described in Article 4.
	 
	2.16	 	“Compensation” means the base compensation receivable by an Employee from the Employer for
the calendar year, prior to any reduction pursuant to any compensation reduction agreement.
Compensation excludes contributions made by the Employer to any tax-qualified pension or
savings plan, or insurance, welfare or other employee benefit plan, as well as amounts accrued
or paid pursuant to this Plan or any other qualified or non-qualified deferred compensation
plan or arrangement. Performance Based Compensation attributable to a calendar year shall be
included hereunder provided that an election to specifically defer such compensation is made
no later than six (6) months before the end of each calendar year performance service period.
	 
	2.17	 	“Deferral Credit Account” means the bookkeeping account maintained in the name of the
Employer, on behalf of each Participant, pursuant to Article 6.
	 
	2.18	 	“Deferred Compensation” means that portion of the Participant’s Trustees Fees, Directors
Fees, Compensation and/or Performance Based Compensation, as the case may be, which the
Participant agrees to defer, until the conditions for distribution of such amounts as set
forth in Article 7 are met.
	 
	2.19	 	“Director” means a member of the Board of Directors of the Employer, who is not an employee
of the Employer or NSB Holding Corp.
	 
	2.20	 	“Director Fees” means all compensation paid by the Employer, for service as a member of its
Board of Directors, including annual retainer and fee for attendance at meetings of the Board
of Directors or committees thereof, as shown on Federal Form 1099, but not including any
payments in direct reimbursement of expenses incurred by a Director in providing such
services.
	 
	2.21	 	“Disabled” refers to a Participant who is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months, or is by reason of any medically determinable physical or mental
impairment, which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits
for a period of not less than three (3) months under an accident and health plan covering
Employees of the Participant’s Employer.
	 
	2.22	 	“Effective Date” means January 1, 2004, the date the Prior Plans were consolidated into a
single Plan.




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	2.23	 	“Employee” means an employee of the Employer who is eligible to participate in the Plan, as
set forth in Section 3.1.
	 
	2.24	 	“Employer” means NSB Holding Corp. Staten Island, New York, or Northfield Savings Bank,
Staten Island, New York, as the case may be.
	 
	2.25	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	2.26	 	“Key Employee” means a Participant who is a “key employee” as defined in Code section 416(i),
without regard to paragraph (5) thereof; provided that the Employer’s stock is publicly traded
on an established securities market, or otherwise.
	 
	2.27	 	“Participant” means any Trustee, Director, or Employee who fulfills the eligibility and
enrollment requirements for participation in the Plan, as set forth in Article 3.
	 
	2.28	 	“Performance Based Compensation” means performance based compensation based on services
performed over a period of at least twelve (12) months, where: (i) the payment or the amount
of such compensation is contingent on the satisfaction of organizational or individual
performance criteria, and (ii) the performance criteria are not substantially certain to be
met at the time a deferral election is permitted. Bonus compensation hereunder may include
payments based upon subjective performance criteria, but (a) any subjective performance
criteria must relate to the performance of the Participant, a group of service providers that
includes the Participant, or a business unit for which the Participant provides services
(which may include the entire Employer organization); and (b) the determination that any
subjective performance criteria have been met must not be made by the Participant or a family
member of the Participant (as defined in Code section 267(c)(4) applied as if the family of an
individual includes the spouse of any member of the family). Bonus compensation hereunder may
also include payments based on performance criteria that are not approved by the Administrator
or by Employer stockholders.
	 
	2.29	 	“Plan” means the Northfield Savings Bank Non-Qualified Deferred Compensation Plan, as amended
and restated January 1, 2005, as herein set forth, and as it may be further amended from time
to time.
	 
	2.30	 	“Plan Year” means each calendar year.
	 
	2.31	 	“Prior Plans” means the NSB Holding Corp. and Northfield Savings Bank Board of Directors
Deferred Compensation Plan (effective March 16, 1999); the NSB Holding Corp. and Northfield
Savings Bank Executive Deferred Compensation Plan (effective April 1, 2001); and the NSB
Holding Corp. and Northfield Savings Bank Supplemental Executive Retirement Plan (effective
January 1, 1994).
	 
	2.32	 	“Restatement Date” means January 1, 2005.




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	2.33	 	“Retirement” means a Separation From Service following Normal Retirement Age, or if earlier,
after the Early Retirement Date.
	 
	2.34	 	“Retirement Date” means the date on which occurs a severance of the Participant’s
relationship with the Board of Trustees, Board of Directors, or the Employer, as the case may
be (other than by reason of being disabled or death), on account of Retirement.
	 
	2.35	 	“Retirement Income Benefit” means the deferred compensation retirement income benefit
provided to Participants and their beneficiaries in accordance with the applicable provisions
of the Plan.
	 
	2.36	 	“Savings Benefit” means the deferred compensation savings benefit provided to Participants
and their beneficiaries in accordance with the applicable provisions of the Plan.
	 
	2.37	 	“Separation From Service” means the Participant’s death, Retirement, or other termination of
service within the meaning of Code Section 409A. No Separation From Service shall be deemed
to occur due to military leave, sick leave, or other bona fide leave of absence if the period
of such leave does not exceed six (6) months or, if longer, in the case of an employee, so
long as right to reemployment is provided by contract. An Employee Participant shall not be
treated as having a Separation From Service if the Employee provides more than insignificant
services for the Employer following the Employee’s actual or purported Separation From Service
with the Employer. Services shall be treated as not being insignificant if such services are
performed at an annual rate that is at least equal to twenty percent (20%) of the services
rendered by the Employee for the Employer, on average, during the immediately preceding three
(3) full calendar years of employment (or if employed less than three years, such shorter
period of employment) and the annual base compensation for such services is at least equal to
twenty percent (20%) of the average base compensation earned during the final three (3) full
calendar years of employment (or if employed less than three (3) years, such shorter period of
employment). Where an Employee Participant continues to provide services to the Employer
other than as an employee, a Separation From Service will not be deemed to have occurred if
the Participant is providing services at an annual rate that is fifty percent (50%) or more of
the services rendered, on average, during the immediately preceding three (3) full calendar
years of employment (or if employed less than three (3) years, such lesser period) and the
annual base compensation for such services is fifty percent (50%) or more of the annual base
compensation earned during the final three (3) full calendar years of employment (or if less,
such lesser period).
	 
	2.38	 	“Supplemental Surviving Spouse Benefit” means the survivor death benefit payable to a
Participant’s surviving spouse, pursuant to the provisions of Article 12.
	 
	2.39	 	“Termination of Service” means a severance of the Participant’s relationship with the Board
of Trustees, Board of Directors, or the Employer, as the case may be, prior to Retirement Date
or by reason of being Disabled or death.




7









 






	2.40	 	“Trustee” means a member of the Board of Trustees of NSB Holding Corp., who is not an
employee of NSB Holding Corp. or the Employer.
	 
	2.41	 	“Trustee Fees” means all compensation paid by NSB Holding Corp. for service as a member of
its Board of Trustees, including annual retainer and fee for attendance at meetings of the
Board of Trustees or committees thereof, as shown on Federal Form 1099, but not including any
payments in direct reimbursement of expenses incurred by a Trustee in providing such services.
	 
	2.42	 	“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from
illness or an accident of the Participant, the Participant’s spouse, or a dependent of the
Participant (as defined in Code Section 152(a), loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the Participant’s control. The amounts distributed with respect to an
unforeseeable emergency, as herein defined, shall not exceed the amounts necessary to satisfy
such emergency, plus amounts necessary to pay taxes reasonably anticipated by the Participant
as a result of the distribution, after taking into account the extent to which such hardship
is or may be relieved through reimbursement or compensation by insurance or otherwise, or by
liquidation of the Participant’s assets (to the extent such liquidation would not itself cause
severe financial hardship).




Words importing males shall be construed to include females and the singular shall be construed to
include the plural, and vice versa, wherever appropriate.




8









 








Article 3




Participation





	3.1	 	Eligibility
	 
	 	 	Every Employee who was a Participant in the Plan on December 31,
2004, immediately prior to the Restatement Date, shall continue
to be a Participant on the Restatement Date.
	 
	 	 	Only (i) members of the NSB Holding Corp. Board of Trustees, (ii)
the Employer’s Board of Directors, and (iii) the specific
Employees or the class or classes of Employees specified in the
following two paragraphs, shall be eligible to become
Participants in accordance with Section 3.2.
	 
	 	 	Upon adoption of the Prior Plans, any highly compensated
Employees, within the meaning of Section 414(q) of the Code as
designated by the Board, who participated in the Basic Retirement
Plan and/or Basic Savings Plan were immediately eligible to
participate in the Prior Plans with respect to Compensation upon
which Plan benefits were based, provided the Participant’s
contributions to the Basic Retirement Plan and/or Basic Savings
Plan were reduced or restricted by reason of the application of
the limitations imposed by one or more of the following: (i)
Section 401(a)(17) of the Code, (ii) Section 401(k)(3) of the
Code, (iii) Section 401(m) of the Code, (iv) Section 402(g) of
the Code, or (v) Section 415 of the Code. Notwithstanding the
foregoing, reductions of Employer basic (Employee salary
deferral) contributions and Employer matching contributions to
the Basic Savings Plan which resulted from the application of one
or more of the foregoing Code sections between January 1, 1991
and January 1, 1994, were also recognized under the Prior Plans.
	 
	 	 	From time to time, the Bank may designate additional Employees
who participate in the Basic Retirement Plan and/or Basic Savings
Plan as participants in the Plan, from the class of Employees
participating in the Basic Retirement Plan and/or Basic Savings
Plan who are members of a select group of management Employees or
are highly compensated Employees. Newly eligible Employees shall
participate as of the date specified by the Bank’s Board.
	 
	3.2	 	Enrollment
	 
	 	 	Any Trustee, Director or Employee first eligible to participate
in accordance with Section 3.l as of the Restatement Date, shall
become a Participant upon agreeing in writing, on an Enrollment
Agreement form to be provided by the Administrator, within thirty
(30) days of the Restatement Date, to a deferral of all or a
portion of his or her Trustee Fees, Director Fees, Compensation
and/or Performance Based Compensation, as the case may be, as
follows: commencing with the first day following the later of:
(i) the Plan’s
Restatement Date, and (ii) written notification to the Administrator of an election to defer
all or a portion of the Participant’s Trustee Fees, Director Fees, Compensation and/or
Performance Based Compensation, as the case may be, (expressed as either a dollar amount or
percentage), when payable, in accordance with the Plan.




9









 






	 	 	Any Trustee, Director or Employee first eligible to participate in accordance with Section
3.1 after the Restatement Date, shall become a Participant upon agreeing in writing, on an
Enrollment Agreement form to be provided by the Administrator, within thirty (30) days of
becoming a Trustee, Director or eligible Employee, to a deferral of all or a portion of his
or her Trustee Fees, Director Fees, Compensation and/or Performance Based Compensation, as
the case may be, commencing with the first day following written notification to the
Administrator of an election to defer all or a portion of the Participant’s Trustee Fees,
Director Fees Compensation and/or Performance Based Compensation, as the case may be,
(expressed as either a dollar amount or percentage), when payable, in accordance with the
Plan.
	 
	 	 	Any other Trustee, Director or Employee otherwise eligible to participate in accordance with
Section 3.1 after the Restatement Date, who does not enroll when first eligible under the
preceding paragraph, shall become a Participant as of the first day of the calendar Plan
Year following his or her agreement in writing, on an Enrollment Agreement form to be
provided by the Plan Administrator, to a deferral of all or a portion of his or her Trustee
Fees, Director Fees, Compensation and/or Performance Based Compensation, as the case may be,
(expressed as either a dollar amount or percentage), when payable, in accordance with the
Plan.
	 
	3.3	 	Duration of Election
	 
	 	 	Subject to Section 3.4, once an election to defer has been made by the
Participant, the election with respect to Trustee Fees, Director Fees,
Compensation and/or Performance Based Compensation, as the case may
be, deferred shall continue in effect until a distribution of
benefits, pursuant to Article 7, unless such election is modified with
respect to future Plan Year deferrals, or as provided for in Section
7.9. An election to defer a percentage of Trustee Fees, Director
Fees, Compensation and/or Performance Based Compensation, as the case
may be, shall be applied uniformly to payments of Trustee Fees,
Director Fees, Compensation and/or Performance Based Compensation, as
the case may be, that would otherwise be made. An election to defer a
dollar amount of Trustee Fees or Director Fees shall be applied to the
first amounts otherwise payable in each calendar year until the full
amount elected has been deferred. An Employee election to defer a
percentage of Compensation and/or Performance Based Compensation shall
be applied uniformly to payments of Compensation and/or Performance
Based Compensation that would otherwise be made. An election to defer
a dollar amount of Compensation and/or Performance Based Compensation,
shall be applied proportionately over the remaining pay periods in
each calendar year until the full amount elected has been deferred.
Notwithstanding the foregoing, an alternate procedure may be requested
by the Trustee, Director or Employee, and agreed to by the
Administrator.




10









 






	3.4	 	Duration of Participation and Modification or Cessation of Deferrals
	 
	 	 	A Participant shall continue participation in the Plan until such time
as the Participant is no longer deferring any portion of Trustee Fees,
Director Fees, Compensation and/or Performance Based Compensation, as
the case may be, and all amounts credited to the Participant’s Plan
account have been distributed.
	 
	 	 	A Participant may modify or cease his or her election to defer Trustee
Fees, Director Fees, Compensation and/or Performance Based
Compensation, as the case may be, by written direction filed with the
Plan Administrator prior to the end of any calendar Plan Year, with
respect to Trustee Fees, Director Fees, Compensation and/or
Performance Based Compensation, as the case may be, earned after the
end of the Plan Year during which such direction is filed with the
Plan Administrator. Any amounts previously credited to the
Participant shall be distributed in accordance with Section 3.3.
	 
	 	 	The Bank may, from time to time, remove any Participant from
participation in the Plan; provided, however, that, such removal will
not reduce the amount of Retirement Income Benefit and/or Savings
Benefit credited to the Participant under the Plan, as determined as
of the date of such Participant’s removal. A Participant so removed
shall remain a Participant until all benefits are distributed in
accordance with the provisions of the Plan.
	 
	3.5	 	Reenrollment of Participation
	 
	 	 	A Trustee, Director or Employee who has terminated his or her deferral
of Trustee Fees, Director Fees, Compensation and/or Performance Based
Compensation, as the case may be, may thereafter again file an
election to defer amounts earned in future calendar years, in the same
manner as a new Participant, pursuant to the third paragraph of
Section 3.2.




11









 











Article 4




Administration





	4.1	 	Responsibility for Administration and Investment
	 
	 	 	The Plan shall be administered by the Committee, which shall
appoint an Administrator, who shall be an officer of the Employer
and/or NSB Holding Corp. The Administrator shall be responsible
for all functions related to the management of Plan accounts,
supplemental benefits and their distribution, in accordance with
the provisions of the Plan.
	 
	4.2	 	Authority of the Committee
	 
	 	 	The Committee shall have the full power and authority to
promulgate, adopt, amend, or revoke such rules and regulations as
are necessary to implement and maintain the Plan, consistent with
the provisions of the Plan.
	 
	 	 	The Administrator shall have the authority to require such
supportive information, documents, or evidence, as is deemed
necessary, in order to carry out the Administrator’s
responsibilities under the Plan.
	 
	 	 	The Committee shall have the power to rule on any matter
involving construction of the Plan and interpretation of the
terms and provisions thereof, and may exercise said authority or
delegate such authority to the Administrator. Any decision
hereunder on any such matter shall be final and binding upon all
parties.
	 
	4.3	 	Duties of the Administrator
	 
	 	 	Whenever a Trustee, Director, or Employee becomes eligible for a
deferral of Trustee Fees, Director Fees, Compensation and/or
Performance Based Compensation, as the case may be, the Trustee,
Director, or Employee as the case may be, shall receive from the
Administrator an Enrollment Agreement form, stating the amount or
percentage of Trustee Fees, Director Fees, Compensation and/or
Performance Based Compensation, as the case may be, to be
deferred, and containing a notation that such amount shall not,
to the extent provided by applicable law, be included as a part
of the Trustee’s or Director’s earned income or the Employee’s
income, as the case may be, with respect to federal, state or
local income taxes at the time of deferral. Trustee Fees and
Director Fees are not included as earned income with respect to
Federal “SECA” taxes at the time of deferral. Compensation
and/or Performance Based Compensation, deferred by an Employee
are, to the extent provided by applicable law, included as
earnings with respect to Federal “FICA” and “FUTA” taxes at the
time of deferral.




12









 






	4.4	 	Enrollment Agreements
	 
	 	 	The Employer and NSB Holding Corp., as applicable, shall enter
into a separate written Enrollment Agreement for deferral of
compensation with each Participant, with respect to deferred
compensation, supplemental retirement benefits and supplemental
savings benefits, as applicable, each agreement shall: (i) set
forth the obligations contained in the Plan; (ii) the timing and
method of payout upon events specified in the Plan; (iii) the
amounts of Trustee Fees, Director Fees, Compensation and/or
Performance Based Compensation to be deferred, if applicable;
(iv) the name of any Beneficiary or Beneficiaries; and (v) such
other information as the Employer or the Administrator deems
necessary to administer the Plan. A modified written Enrollment
Agreement for deferral of compensation may be entered into with
respect to future Plan Year deferrals, or as provided for in
Section 7.9.
	 
	4.5	 	Administrative and Investment Costs
	 
	 	 	It is the intent of the Employer that the Plan shall not be
implemented or administered so as to be an expense to any
Employer, other than for the Employers’ respective obligations to
pay the Deferred Compensation as provided in the Plan. Any
expenses associated with the Plan, including but not limited to,
administrative and investment costs, may, but need not be,
charged against the Participants’ accounts on a pro rata basis,
as determined by the Employer and/or the Administrator. The
Employer and/or Administrator shall report to the Board of
Directors of the Employer and the Board of Trustees of NSB
Holding Corp., as applicable, from time to time, the Plan costs
(if any), so that the respective boards can properly analyze
these costs. Included among such costs, but not limited thereto,
shall be the costs (if any), of making investments, accounting
for Deferred Compensation, and providing information to eligible
Participants.




13









 











Article 5




Retirement Date





	5.1	 	Retirement Dates
	 
	 	 	A Participant’s Retirement Date shall be his or her date of
actual retirement, which may be his or her Normal, Early or
Postponed Retirement Date, whichever is applicable pursuant to
the following sections of this Article 5. Each Participant shall
be one hundred percent (100%) vested in Plan Deferred
Compensation, Retirement Income Benefits and Savings Benefit,
whichever is/are applicable, at Retirement.
	 
	5.2	 	Normal Retirement Age
	 
	 	 	A Participant’s Normal Retirement Age shall be the 65th
anniversary of his or her birth. Such Participant’s Normal
Retirement Date shall be the 1st day of the month
coincident with or next following a Separation From Service upon
attainment of Normal Retirement Age.
	 
	5.3	 	Early Retirement Date
	 
	 	 	A Participant may retire on an Early Retirement Date, which shall
be the date coinciding with Separation From Service on or after
attainment of age fifty-five (55).
	 
	5.4	 	Postponed Retirement Date
	 
	 	 	If a Participant continues in the employment of the Employer
beyond Normal Retirement Date, the date coinciding with the
Participant’s Separation From Service after Normal Retirement Age
shall be the Participant’s Postponed Retirement Date.




14









 











Article 6




Participants Accounts and Plan Investments





	6.1	 	Establishment of Accounts
	 
	 	 	The Administrator shall establish a bookkeeping account for each
Participant, which account shall be credited as of each date the
Participant’s Trustee Fees, Director Fees, Compensation and/or
Performance Based Compensation are deferred. Subject to Section
4.5, each account shall also be credited with any increase, or
charged with any decrease, incurred by the Employer and
attributable to any investment and/or crediting of Deferred
Compensation under Section 6.3, if applicable. The Employer is
only under a contractual obligation to make payments under the
Plan in accordance with this Article 6, as payments become due
hereunder, and the Employer is not a guarantor of the Plan. The
Board of Directors of the Employer and the Board of Trustees of
NSB Holding Corp. shall not be liable for any claims raised by
any Participant, or Beneficiary, by reason of participation in,
or receipt of benefits from, the Plan. All Participants shall
accept any policy established, or determinations made, by the
Administrator or the respective boards concerning the resolution
of any Plan accounting or record keeping errors or omissions.
	 
	 	 	Each Participant’s Deferred Compensation sub-account credit
balance shall be credited as provided under the foregoing
paragraph and Section 6.3, if applicable.
	 
	6.2	 	Unsecured General Creditor
	 
	 	 	Title to, and beneficial ownership of, any assets, whether in
cash or investments (including any common stocks, life insurance
policies, annuity contracts or mutual fund accounts), which the
Employer and NSB Holding Corp. may earmark to pay or measure any
Deferred Compensation and supplemental benefits under the Plan,
shall, at all times, remain as part of the general assets of the
Employer or NSB Holding Corp., as the case may be. A Participant
and any Beneficiary or Beneficiaries shall not have any property
interest whatsoever in any specific asset of the Employer or NSB
Holding Corp., as the case may be, on account of the election to
defer any Trustee Fees, Director Fees, Compensation and/or
Performance Based Compensation under the Plan or on account of
eligibility for supplemental benefits. To the extent that any
person acquires a right to receive payments from the Employer or
NSB Holding Corp., as the case may be under the terms of the
Plan, such right shall be no greater than the right of any
unsecured general creditor of the Employer or NSB Holding Corp.,
as the case may be.




15









 






	6.3	 	Investment Options
	 
	 	 	Upon enrollment of new Participants under Section 3.2, each
Participant may request, either within the Enrollment Agreement
for deferral of compensation or on another form to be provided
for such purpose by the Administrator with respect to
supplemental executive retirement plan benefits, that his or her
Deferred Compensation account be adjusted for gains and losses as
if invested in one or more investment options (which shall be
limited to no more than four (4) investment options by a
Participant), as may be made available by the Employer or NSB
Holding Corp. in their sole discretion. The Employer and NSB
Holding Corp. are under no obligation to offer such investment
option or options or to honor such Participant requests
hereunder. Any such investment option or options hereunder shall
be authorized by the Board of Trustees or Board of Directors, as
the case may be.
	 
	6.4	 	Investment Elections
	 
	 	 	Each Participant may request that the Participant’s Deferred
Compensation account be adjusted to reflect gains and losses as
if invested l00% in any of the then available investment options
under Section 6.3, if any, or alternatively, in any combination
of then available investment options (so long as the total equals
l00%). A Participant’s preference shall specify the multiples of
said Deferred Compensation account which may be deemed to be
invested in each of the said investment options. Such requests
shall be acted upon by the Employer and NSB Holding Corp., as
applicable, in its sole discretion. To the extent that any
Participant shall fail to direct the investment of all or part of
his or her Deferred Compensation account, or to the extent that
the Employer chooses not to honor such request, it shall be
deemed to bear interest at the rate prevailing from time to time
for 30-year United States Treasury Bonds, as reported daily in
The Wall Street Journal. Such interest shall be calculated
monthly, based on the bond rate in effect on the first day of
each calendar month.
	 
	6.5	 	Changes in Investment Elections
	 
	 	 	A Participant’s investment request for the Participant’s Deferred
Compensation account and supplemental retirement plan benefits
may be changed from time to time by the Participant, provided the
revised investment request is filed and accepted by the
Administrator in advance of the implementation of such change
with the Administrator, on a form to be provided by the
Administrator. A Participant may request by written notification
to the Administrator, no more often than two (2) times during
each Plan Year, to change his or her investment request effective
with respect to his or her Deferred Compensation account value
and supplemental retirement plan benefits on the Accounting Date
coincident with or next following implementation of such request
by the Administrator, which request shall be honored in the sole
discretion of the Administrator.






16









 






	6.6	 	Transfers upon Termination
	 
	 	 	Prior to the commencement of installment payments pursuant to
Article 7, a Participant who has terminated his or her position
as a Trustee, Director or Employee on account of being Disabled
or otherwise, or on account of Retirement on a Retirement Date,
may request a one time irrevocable change in his or her
investment request pursuant to Section 6.5, effective with
respect to the total Deferred Compensation account value credited
on the Accounting Date coincident with or next following
implementation of such request by the Administrator. Such
request shall be honored in the sole discretion of the
Administrator.
	 
	6.7	 	Investment of Funds
	 
	 	 	The Administrator may invest assets of the Employer in a manner
designed to reflect Participants’ investment preferences pursuant
to Section 6.4. Such investments shall be made in the name of
the Employer or NSB Holding Corp., or through a grantor trust
arrangement established by the Employer and NSB Holding Corp.
The Board of Trustees and Board of Directors reserve the
authority, without advance notice to the affected Participants,
to eliminate any or all of the investment options created by the
Plan, if any, and may direct the Administrator to reinvest, or
withhold from investment, assets of the Employer or NSB Holding
Corp. affected by such action, in any manner consistent with the
provisions of the Plan.
	 
	6.8	 	Investment Option Valuations
	 
	 	 	Investment options under the Plan, if any, are to be valued as of
each Accounting Date, so that the value of each account
maintained can be determined as of any Accounting Date pursuant
to a uniform system of accounting. The Administrator may, in his
or her sole discretion, provide each Participant with a statement
of Deferred Compensation following the end of each calendar year,
and may provide more frequent statements as deemed appropriate.
A Participant shall be deemed to have accepted as current any
such statement, except to the extent that he or she files a
written objection or exception thereto with the Administrator
within thirty (30) days after the furnishing of such statement.
	 
	 	 	A Participant’s interest in the Plan shall be valued for a
single-sum or installment payment as of the Accounting Date
coincident with or immediately following receipt by the
Administrator of written notification of an Unforeseeable
Emergency, the Participant’s Retirement Date, death, Termination
of Service, Disabled status, a Change in Control, or selected
date of distribution, pursuant to Article 7, whichever is
applicable.
	 
	 	 	All withdrawals and distributions made under the Plan shall be
made in accordance with Article 7, subject to any applicable
federal, state or local deferral of compensation and tax
withholding laws.




17









 











Article 7




Deferred Compensation Distributions




     The provisions of this Article 7 apply to amounts deferred at the election of a Trustee
or Director from board fees, or at the election of a Participant from Compensation or Performance
Based Compensation.




	7.1	 	Distribution upon Retirement Date or Death
	 
	 	 	Subject to the provisions of Section 6.2, and 7.9, and except as
otherwise designated under the Participant’s Enrollment Agreement form
in accordance with Section 7.6, upon Separation From Service on or
after the Participant’s Retirement Date or death, Plan payments shall
be distributed to the Participant, or to a Beneficiary or
Beneficiaries in the case of death, in the manner set forth in Section
7.7; provided, however, that in the case of a Retirement Date, the
Participant has advised the Administrator in writing at least ten (10)
days prior to the intended Retirement Date. If a Participant does not
provide such advance written notice, the Administrator may delay, in
his or her sole discretion, the initial installment or single lump-sum
payment for such additional period of time as he or she shall require,
but in no event shall such delay extend beyond two and one-half
(2-1/2) months following the end of the calendar year in which occurs
the Participant’s Separation From Service, except as required by
Section 7.10 hereof.
	 
	7.2	 	Distribution upon Termination Because of Disabled Status
	 
	 	 	Subject to the provisions of Section 6.2, upon the Termination of
Service of a Participant because he or she is Disabled, Plan payments
shall be distributed to the Participant in the manner set forth in
Section 7.7.
	 
	7.3	 	Distribution upon Separation From Service Prior to
Retirement Date for Reasons Other Than Death or Disabled Status
	 
	 	 	Subject to the provisions of Sections 6.2 and 7.9, and except as otherwise designated under
the Participant’s Enrollment Agreement form in accordance with Section 7.6, upon the
Participant’s Separation From Service prior to Retirement Date for any reason other than
death or Disabled status, Plan payments shall be distributed to the Participant in the
manner set forth in Section 7.7.
	 
	7.4	 	Distribution upon Establishment of Unforeseeable Emergency
	 
	 	 	Subject to the provisions of Section 6.2, upon submission by a Participant of documentation
specified by the Administrator in support of establishing an
Unforeseeable
Emergency, and acceptable to the Administrator in establishing such severe financial
hardship, Plan payments in an amount determined by the Administrator and consistent with
Section 2.42 shall be distributed to the Participant in the matter set forth in Section 7.7




18









 






	7.5	 	Distribution upon Change of Control
	 
	 	 	Subject to the provisions of Section 6.2, a Participant may elect Plan payments upon a
Change in Control, in the manner set forth in Section 7.7.
	 
	7.6	 	Distribution upon Selected Date
	 
	 	 	Subject to the provisions of Section 6.2, upon attainment of the
specific date of distribution designated by the Participant under the
Trustee’s, Director’s or Employee’s Enrollment Agreement for deferral
of compensation, Plan payments shall be distributed to the Participant
in the manner set forth in Section 7.7; provided, however that in the
event of the Participant’s Retirement Date, death, Disabled status,
Termination of Service, distribution for Unforeseeable Emergency or
distribution on account of a Change in Control, prior to such selected
date, Plan payments shall thereupon be made instead in accordance with
Section 7.1, 7.2, 7.3, 7.4 or 7.5, whichever is applicable.
	 
	7.7	 	Modes of Distribution
	 
	 	 	Subject to the following paragraph, a distribution pursuant to Section 7.1, 7.2, 7.3, 7.4,
7.5 or as designated pursuant to 7.6, whichever is applicable, shall be made according to
whichever of the following payment choices the Participant shall designate in his or her
Trustee, Director or Employee Enrollment Agreement for deferral of compensation:






	 	(a)	 	in a single lump sum, in which case the amount of the payment shall be equal to
the amount of the entire balance credited to the Participant’s account as of the last
Accounting Date before the Benefit Commencement Date; or
	 
	 	(b)	 	in such number of annual installment payments (not to exceed fifteen such
payments) as the Participant shall specify in his or her written election to defer
receipt of Trustee Fees or Director Fees, in which case the amount of each payment
shall be determined as of the last Accounting Date before the Benefit Commencement Date
(or, in the case of the second and subsequent installments, the anniversary of such
date) and shall be equal to the quotient of (A) the entire amount then credited to the
Participant’s Deferred Compensation account, divided by (B) the number of installment
payments remaining to be made.






The distribution form must be elected prior to the deferral of the Deferred Compensation to
which it relates, or if made later, then such election must comply with Section 7.9 hereof.
If the Participant fails to designate a payment schedule on his or her Trustee,
Director or Employee Enrollment Agreement for Deferral of Fees, Compensation and/or
Performance Based Compensation, or if the entire balance credited to the Participant’s
Deferred Compensation account as of the last Accounting Date prior to the Benefit
Commencement Date is less than $10,000, then payment shall be made in a single lump-sum.



19









 






	7.8	 	Future Deferral Distributions
	 
	 	 	A Participant may amend his or her designation regarding either the
date on which payment will be, or begin being, made or the payment
schedule to be followed (i) with respect to amounts attributable to
Trustee Fees, Director Fees, Compensation and/or Performance Based
Compensation, to be deferred subsequent to the calendar year in which
he or she files an amended designation with the Administrator, or
(ii) as provided for in Section 7.9. Amounts to be distributed in
accordance with an amended designation shall be accounted for
separately from amounts to be distributed in accordance with any
prior designation, and the foregoing provisions of this Section shall
be applied independently with respect to each amount that is
separately accounted for.
	 
	7.9	 	Changes in Time and Form of Distribution of Existing Designations
	 
	 	 	A Participant may amend his or her existing designations regarding
either a delay of the date on which payment will be, or installments
will begin being made, or the payment schedule to be followed with
respect to previous designations; provided that: (i) each such
election may not take effect until at least twelve (12) months after
the date on which the election hereunder is made; (ii) in the case of
an election other than an account of Disabled status, death, or
Unforeseeable Emergency, the date of first payment with respect to
which such election is made is deferred for a period of not less than
five (5) years from the date such payment would otherwise have been
made; and (iii) in the case of an election on account of a selected
date, pursuant to Section 7.6, a payment may not be made less than
twelve (12) months prior to the date of the payment, or first
scheduled installment payment, previously elected under such Section.
	 
	7.10	 	Delay in Distribution for Key Employees
	 
	 	 	In the case of a Plan distribution to a Key Employee on account of Separation From Service
(other than due to death or being Disabled), pursuant to Section 7.3, a distribution may not
be made before the date which is six (6) months following such Participant’s Separation From
Service (or, if earlier, the date of the Participant’s death).
	 
	7.11	 	Beneficiary Designations
	 
	 	 	At the time a Participant designates a mode of distribution on his or
her Enrollment Agreement deferral of compensation form, or forms,
pursuant to Section 7.7, the Participant shall specify the payment
alternative applicable to a Beneficiary or
Beneficiaries in the event the Participant should die prior to receiving the full amount of
the Participant’s account, and said alternative may be the same or different from the
alternative elected for the Participant.




20









 






	 	 	If a Participant entitled to receive, or receiving, a distribution under the Plan should die
prior to the time the Participant has received the full amount to which entitled at the date
of death, all remaining amounts shall be paid to the deceased Participant’s Beneficiary or
Beneficiaries, according to the Participant’s form or forms of election, as specified in the
above paragraph, or, if the Beneficiary or Beneficiaries are deceased, or, if no Beneficiary
was selected by the Participant, to the Participant’s estate in a single lump-sum.




21









 











Article 8




Supplemental Retirement Benefits




     The provisions of this Article 8 apply to benefits accrued for the benefit of a
Participant hereunder relating to the Retirement Income Benefit that supplements the Basic
Retirement Plan Retirement Benefit.




	8.1	 	Benefits on Retirement
	 
	 	 	The supplemental Retirement Income Benefit payable to an eligible
Participant in the form of a life annuity, commencing on Separation
From Service at Normal, Early or Postponed Retirement Date, as the
case may be, shall be equal to the difference, effective on or after
January 1, 1994, between (a) and (b) as stated below:






	 	(a)	 	the monthly amount of Basic Retirement Plan retirement income payable upon
Normal, Early or Postponed Retirement Date, as the case may be, to which the
Participant would have been entitled under the Basic Retirement Plan, if such benefit
were calculated under the Basic Retirement Plan without giving effect to the
limitations and restrictions imposed by the application of Code Sections 401(a)(17) and
415, or any successor provisions thereto;
	 
	 	(b)	 	the monthly amount of Basic Retirement Plan retirement income payable upon
Normal, Early or Postponed Retirement Date, as the case may be, actually payable to the
Participant under the Basic Retirement Plan, after the limitations and restrictions
imposed by the application of Code Sections 401(a)(17) and 415, or any successor
provisions thereto.






	8.2	 	Benefits on Termination of Employment
	 
	 	 	With respect to eligible Participants who terminate their employment
other than on a Retirement Date specified in Article 5, the
supplemental vested Retirement Income Benefit payable in the form of a
life annuity, shall be equal to the difference between (a) and (b) as
stated below:






	 	(a)	 	the monthly amount of Basic Retirement Plan vested retirement income payable
upon termination of service to which the Participant would have been entitled under the
Basic Retirement Plan, if such benefit were calculated under the Basic Retirement Plan
without giving effect to the limitations and restrictions imposed by the application of
Code Sections 401(a)(17) and 415, or any successor provisions thereto;
	 
	 	(b)	 	the monthly amount of Basic Retirement Plan vested retirement income payable
upon termination of service actually payable to the Participant under the Basic
Retirement Plan, after the limitations and restrictions imposed by the application of
Code Sections 401 (a) (17) and 415, or any successor provisions thereto.




22









 












	8.3	 	Termination of the Basic Retirement Plan
	 
	 	 	In the event of the termination of the Basic Retirement Plan, the Administrator shall
calculate the supplemental Retirement Income Benefit provided for under Section 8.2, as if
the Participant had terminated service as of such date, and the present value of such
benefit (calculated in the same manner as present values under the terminated Basic
Retirement Plan), together with amounts credited under Section 8.4, adjusted for Gains and
Losses, if any (as hereafter defined) shall be payable as provided for in Section 10.2 or
12.6, whichever is applicable.
	 
	 	 	For purposes of this Section “Gains and Losses” shall be calculated as of the last day of
each calendar year prior to the year of distribution to a Participant (or a Participant’s
beneficiary or estate), commencing with the year in which the Basic Retirement Plan
terminated, and as of the date of a distribution to a Participant (or a Participant’s
beneficiary or estate) pursuant to Section 10.2 or 12.6, whichever is applicable, based on
the same index as that described under “Gains and Losses” in the third paragraph of Section
9.1.
	 
	8.4	 	Increased Benefit on Termination of Basic Retirement Plan
	 
	 	 	In the event of the termination of the Basic Retirement Plan, an eligible Participant’s
supplemental Retirement Income Benefit shall be increased by the Plan Termination Reversion
Amount (as hereafter defined). The “Plan Termination Reversion Amount” shall be each
Participant’s pro-rata share of the Basic Retirement Plan fund remaining, after satisfaction
of all Basic Retirement Plan liabilities, calculated with respect to all Basic Retirement
Plan participants actively employed on the date of termination of the Basic Retirement Plan,
as if the limitations and restrictions of Code Sections 401(a)(17) and 415 did not apply.




23









 











Article 9




Supplemental Savings

Benefits and Deferral Credit Accounts




     The provisions of this Article 9 apply to benefits accrued for the benefit of a
Participant hereunder relating to the Savings Benefit that supplements the Basic Savings Plan
Savings Benefit.




	9.1	 	Supplemental Savings Benefits
	 
	 	 	The Savings Benefit under the Plan shall be effective as of January 1,
1991, and shall, for each calendar year, be equal to the sum of (a)
and (b) as follows:






	 	(a)	 	the maximum amount of Employer matching contributions provided to a Participant
each calendar year commencing January 1, 1991, assuming a Participant’s Maximum
Contributions, reduced by the amount of Employer matching contributions provided to a
Participant each calendar year under the Basic Savings Plan, adjusted by Gains and
Losses, if any (as hereafter defined), plus, effective as of January 1, 2000, the
amount of Employer matching contributions, if any, that were not credited to a
Participant’s Basic Savings Plan account as a result of an Employer error in not
crediting the otherwise permissible maximum amount of Employer matching contributions
to a Participant’s Basic Savings Plan account, adjusted by Gains and Losses, if any (as
hereafter defined), from the date of crediting hereunder, plus,
	 
	 	(b)	 	the maximum amount of Employer Discretionary Employer Contributions provided to
a Participant under the Basic Savings Plan each calendar year commencing January 1,
1996, assuming an allocation without taking into account the limitations and
restrictions imposed by the application of Code Sections 401(a)(17) and 415, or any
successor provisions thereto, reduced by the amount of Employer Discretionary Employer
Contributions provided to a Participant each calendar year under the Basic Savings
Plan, adjusted by Gains and Losses, if any (as hereafter defined).






For purposes of this Section, the following definition shall apply:




“Gains and Losses” shall be calculated as using as an index the then available investment
fund suggested by a Participant pursuant to Section 6.3, with Gains and Losses to date, if
any, credited prior to April 30, 1998 indexed in accordance with such Participant
suggestion. If the Committee determines it will not honor a Participant’s request, or in
the
absence of a Participant request under Section 6.3, Gains and Losses shall be calculated
using the measure set forth in Section 6.4.



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	9.2	 	Deferred Credit Account
	 
	 	 	Employer credits for Savings Benefits under the Plan shall be
accounted for by the Employer under a Deferral Credit Account,
maintained in the name of the Employer, on behalf of each Participant.
	 
	9.3	 	Crediting of Units
	 
	 	 	Each Deferral Credit Account maintained by the Employer shall be
credited with units on behalf of each Participant, as appropriate in
accordance with the Section 6.1 Savings Benefit, as soon as
administratively practicable, but in no event later than March 15 of
the Plan Year following the Plan Year in which Basic Savings Plan
contributions on behalf of the Participant were limited or restricted.




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Article 10




Payment of Supplemental Benefits





	10.1	 	Nonforfeitable Right to Benefits
	 
	 	 	Participants shall have a one hundred percent (100%)
non-forfeitable right to their Deferred Compensation, their
Retirement Income Benefit and their Savings Benefit, as the case
may be, under the Plan.
	 
	10.2	 	Payment of Retirement Income Benefits
	 
	 	 	The Retirement Income Benefit payable to an eligible Participant shall be paid over the
period, to the persons and in the benefit form as the Participant shall have elected under
the written Enrollment Agreement for deferral of compensation provided for in Section 4.4.
	 
	10.3	 	Payment of Savings Benefit
	 
	 	 	The Savings Benefit payable to an eligible Participant, in accordance
with Article 9, shall be equal to the value of all amounts credited
to the Participant’s Deferral Credit Account, payable in accordance
with the written Enrollment Agreement for deferral of compensation
provided for in Section 4.4.





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Article 11




Modes of Supplemental Benefit Payment





	11.1	 	Payment Form
	 
	 	 	Any Retirement Income Benefit and/or Savings Benefit payable
under the Plan to a Participant, Beneficiary, joint or
contingent annuitant or eligible child, shall be payable in
accordance with the provisions of the written Enrollment
Agreement for deferral of compensation provided for in Section
4.4. Retirement Income Benefits paid from the Plan in a form
other than a life annuity shall be the actuarial equivalent of a
life annuity, utilizing the actuarial equivalent factors set
forth in the Basic Retirement Plan as applied to obtain optional
modes of payment thereunder.
	 
	11.2	 	Commencement Dates
	 
	 	 	Payment of any Retirement Income Benefit and/or Savings Benefit
under the Plan shall commence in accordance with the provisions
of the written Enrollment Agreement for deferral of compensation
provided for in Section 4.4.




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Article 12




Supplemental Retirement and Savings Death Benefits




     The provisions of this Article 12 apply only to Retirement Income Benefits and Savings
Benefits that supplement Basic Retirement Plan Retirement Benefits and Basic Savings Plan Savings
Benefits, as the case may be.




	12.1	 	Supplemental Death Benefit Payments
	 
	 	 	Upon the death of: (i) a Participant who has not terminated from
employment prior to Retirement Date as defined in Section 5.1, or
(ii) a Participant who retires on a Retirement Date as defined in
Section 5.1 and dies prior to the complete distribution of Basic
Retirement Plan Retirement Benefits and/or Basic Savings Plan Savings
Benefits, as the case may be, benefits shall be payable as set forth
in Sections 12.2, 12.3 and 12.4.
	 
	12.2	 	Supplemental Survivor Annuity Benefits
	 
	 	 	With respect to Retirement Income Benefits, if a Basic Retirement
Plan preretirement survivor annuity or post retirement survivor
annuity, as the case may be, is payable to a Participant’s surviving
spouse or eligible children, if applicable, a supplemental
preretirement survivor annuity or post retirement survivor annuity,
as the case may be, shall be payable to the surviving spouse or
eligible children, if applicable, under the Plan. The monthly amount
of the Supplemental Surviving Spouse Benefit preretirement survivor
annuity or post retirement survivor annuity, as the case may be,
payable to a surviving spouse or eligible children, if applicable,
shall be equal to the difference between (a) and (b) as stated below:






	 	(a)	 	the monthly amount of Basic Retirement Plan preretirement survivor annuity or
post retirement survivor annuity, as the case may be, to which the surviving spouse or
eligible children, if applicable, would have been entitled under the Basic Retirement
Plan, if such benefit were calculated under the Basic Retirement Plan without giving
effect to the limitations and restrictions imposed by the application of Code Sections
401(a)(17) and 415, or any successor provisions thereto;
	 
	 	(b)	 	the monthly amount of Basic Retirement Plan preretirement survivor annuity or
post retirement survivor annuity, as the case may be, actually payable to the surviving
spouse or eligible children, if applicable, under the Basic Retirement Plan, after the
limitations imposed by the application of Code Sections 401(a)(17) and 415, or any
successor provisions thereto.




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	12.3	 	Term of Supplemental Survivor Annuity Benefits
	 
	 	 	The supplemental preretirement survivor annuity or post retirement
survivor annuity shall be payable over the lifetime of the surviving
spouse, or to eligible children to the extent provided in the Basic
Retirement Plan, in monthly installments commencing on the first day
of the month following the Participant’s death and shall terminate
upon the death of the Beneficiary.
	 
	12.4	 	Supplemental Savings Benefit on Death
	 
	 	 	With respect to Savings Benefits, all amounts credited to the
Participant’s Deferral Credit Account shall be payable in a single
lump sum to the Participant’s surviving spouse, if any, as a
Supplemental Surviving Spouse Benefit, unless an optional mode has
been elected pursuant to Article 7.
	 
	12.5	 	Payments If No Surviving Spouse
	 
	 	 	Upon the death of a Participant under the circumstances set forth in
clauses (i) and (ii) of Section 12.1, if no Basic Retirement Plan
Surviving Spouse Benefit, and/or Basic Savings Plan Surviving Spouse
Benefit, as the case may be, is payable, (a) no further Retirement
Income Benefit shall be payable, unless an optional mode has been
elected pursuant to Article 7, and (b) all amounts credited to the
Participant’s Deferral Credit Account shall be payable to the
Participant’s designated Beneficiary in a single lump sum.
	 
	12.6	 	Benefits upon Termination of the Basic Retirement Plan
	 
	 	 	Anything in the foregoing Sections of this Article 12 or elsewhere in the Plan to the
contrary notwithstanding, in the event of the death of an eligible Participant following the
termination of the Basic Retirement Plan and prior to the complete distribution of a
supplemental Retirement Income Benefit, a Participant’s supplemental Retirement Income
Benefit shall be payable in either (i) a survivor annuity or (ii) a single lump sum to the
Participant’s surviving spouse, if any, as determined by the Committee, and if there is no
surviving spouse on the date of the Participant’s death, to the Participant’s estate in a
single lump sum.




29









 











Article 13




Non-Assignability and




Limitation on Payments





	13.1	 	Non-Assignability
	 
	 	 	The Plan and any Enrollment Agreement for deferral of
compensation or supplemental benefits entered into by a
Participant, and the benefits, procedures or payments thereunder
are non-assignable and non-transferable, and shall not be sold,
assigned, pledged, commuted, transferred or otherwise conveyed
by any Participant or Beneficiary.
	 
	 	 	The Employer and NSB Holding Corp., as applicable, shall be the
owner of all Deferred Compensation hereunder and shall be the
grantor of any trust and sole beneficiary of any investment fund
contract or contracts entered into pursuant to the Plan. The
Administrator, or his or her agents, shall be the custodian of
any such investment fund contracts and the Administrator, or his
or her agents, shall take the steps necessary to provide a place
of safekeeping for any such contracts.
	 
	 	 	Except as otherwise required by applicable law, any Deferred
Compensation payments made pursuant to the Plan shall not be
subject to attachment, garnishment, or execution, or to transfer
by operation of law in the event of a Participant’s or a
Beneficiary’s bankruptcy or insolvency.
	 
	13.2	 	Limitation on Payments
	 
	 	 	The Plan shall not provide for the payment of amounts other than
amounts of supplemental executive retirement benefits and
Deferred Compensation under the Plan and amounts, if any, earned
on Deferred Compensation. The Employer, NSB Holding Corp.,
Board of Trustees, Board of Directors, Committee and
Administrator shall have no responsibility, contractual or
otherwise, for Participant investment requests made in
accordance with the Plan, nor for any loss of Participant
account values resulting from such requests, to the extent
honored by the Employer, NSB Holding Corp., Committee or the
Administrator.




30









 











Article 14




Amendment or Termination





	14.1	 	Amendment of Plan
	 
	 	 	The Board of Trustees of NSB Holding Corp. and Board of
Directors of the Employer shall have the authority to jointly
amend the Plan from time to time. No amendment or modification
shall affect the rights of Participants or their Beneficiaries
to the receipt of Trustee Fees, Director Fees, Compensation
and/or Performance Based Compensation deferred prior to any such
amendment or modification.
	 
	14.2	 	Termination of Plan
	 
	 	 	The Board of Trustees of NSB Holding Corp. and Board of
Directors of the Employer shall have the joint authority to
terminate the Plan at any time, subject to the requirements of
Code Section 409A. Upon termination of the Plan: (i) each
Participant’s full Trustee Fees, Director Fees, Compensation
and/or Performance Based Compensation, as the case may be, to
the extent not already deferred, will be thereupon restored; and
(ii) the Administrator shall treat all Participants as if they
had a Termination of Service date on the date of Plan
termination, and thereupon pay to each Participant, Deferred
Compensation in accordance with Sections 7.7, 10.2 and 10.3,
whichever is or are applicable; provided, however, that such
Plan termination shall occur only under the following
circumstances and conditions:






	 	(a)	 	The Board may terminate the Plan within twelve (12) months of a corporate
dissolution taxed under Code section 331, or with approval of a bankruptcy court
pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan
are included in the Participant’s gross income in the latest of: (i) the calendar year
in which the Plan terminates; (ii) the calendar year in which the amount is no longer
subject to a substantial risk of forfeiture; or (iii) the first calendar year in which
the payment is administratively practicable.
	 
	 	(b)	 	The Board may terminate the Plan within the thirty (30) days preceding a Change
in Control (but not following a Change in Control), provided that the Plan shall only
be treated as terminated if all substantially similar arrangements sponsored by the
Employer are terminated so that the Participants and all participants under
substantially similar arrangements are required to receive all amounts of compensation
deferred under the terminated arrangements within twelve (12) months of the date of the
termination of the Plan and all other substantially similar arrangements.




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	 	(c)	 	The Board may terminate the Plan provided that: (i) all arrangements sponsored by
the Employer that would be aggregated with this Plan under Proposed Treasury regulations
section 1.409A-1(c) (if the Participants covered by this Plan were also covered by any
of those other arrangements) are also terminated; (ii) no payments other than payments
that would be payable under the terms of the Plan if the termination had not occurred
are made within twelve (12) months of the termination of the Plan; (iii) all payments
are made within twenty-four (24) months of the termination of the Plan; and (iv) the
Employer does not adopt a new plan or arrangement that would be aggregated with any
terminated arrangement under Proposed Treasury regulations section 1.409A-1(c) if the
Executive participated in both arrangements, at any time within five (5) years following
the date of termination of the Plan.




32









 











Article 15




Miscellaneous Provisions





	15.1	 	No Right to Continued Board Membership or Employment
	 
	 	 	Neither the establishment of the Plan, nor any provisions of the
Plan, nor any action of the Committee, Administrator, the
Employer or NSB Holding Corp., shall be held or construed to
confer upon any Trustee, Director or Employee any right to a
continuation of a position on the Board of Trustees or Board of
Directors, or continuation of employment, as the case may be.
The Employer and NSB Holding Corp. reserve the right to deal
with any Trustee, Director or Employee to the same extent and in
the same manner that it would if the Plan had not been adopted.
	 
	15.2	 	Construction of Language
	 
	 	 	Wherever appropriate in the Plan, words used in the singular may
be read in the plural, words used in the plural may be read in
the singular, and words importing the masculine gender shall be
deemed to refer equally to the female gender. Any reference to
a section number shall refer to a section of the Plan, unless
otherwise indicated.
	 
	15.3	 	Headings
	 
	 	 	The headings of articles and sections are included solely for
convenience of reference, and if there be any conflict between
the text of such headings and the text of the Plan, the text
within the Plan sections shall control.
	 
	15.4	 	Severability
	 
	 	 	A determination that any provision of the Plan is invalid or
unenforceable shall not affect the validity or enforceability of
any other provision hereof.
	 
	15.5	 	Waiver
	 
	 	 	Failure to insist upon strict compliance with any of the terms,
covenants or conditions of the Plan shall not be deemed a waiver
of such term, covenant or condition. A waiver of any provision
of the Plan must be made in writing, designated as a waiver, and
signed by the party against whom its enforcement is sought. Any
waiver or relinquishment of any right or power hereunder at any
one or more times shall not be deemed a waiver or relinquishment
of such right or power at any other time or times.




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	15.6	 	Governing Law
	 
	 	 	The Plan shall be construed, administered and governed in all
respects under applicable federal law and the laws of the State
of New York, without regard to the choice of law or conflict of
law rules recognized by such state. The Board of Trustees and
Board of Directors shall have authority to jointly make any
changes in the Plan necessary to conform its terms with the
requirements of applicable federal and state law. The Plan is
intended to be construed consistent with the requirements of
Code Section 409A and the Treasury regulations and other
guidance issued thereunder. If any provision of the Plan shall
be determined to be inconsistent therewith for any reason, then
the Plan shall be construed, to the maximum extent possible, to
give effect to such provision in a manner that is consistent
with Code Section 409A, and, if such construction is not
possible, as if such provision had never been included. In the
event that any of the provisions of the Plan, or any portion
thereof, are held to be inoperative or invalid by any court of
competent jurisdiction, then: (i) insofar as is reasonable,
effect will be given to the intent manifested in the provisions
held to be invalid or inoperative, and (ii) the invalidity and
enforceability of the remaining provisions will not be affected
thereby.






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