Exhibit 10.9

                                VSB BANCORP, INC.
                    RESTATED 1998 DIRECTORS STOCK OPTION PLAN


1.       PURPOSE
         -------

         The purpose of the Restated 1998 Directors Stock Option Plan (the
"Plan") is to promote the growth and profitability of VSB Bancorp, Inc. (the
"Company") by providing outside directors of the Company with an incentive to
achieve long-term objectives of the Company and to attract and retain
non-employee directors of outstanding competence by providing such outside
Directors with an opportunity to acquire an equity interest in the Company.


2.       DEFINITIONS
         -----------

         (a)      "Affiliate" means (i) a member of a controlled group of
corporations of which the Company is a member or (ii) an unincorporated trade or
business which is under common control with the Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).

         (b)      "Award" means a grant of Options under the provisions of this
Plan.

         (c)      "Board of Directors" or "Board" means the board of directors
of the Company.

         (d)      "Change in Control" of the Company, for purposes of this Plan,
means an event of a nature that: (i) would be required to be reported in
response to Item 1 of the current report on Form 8-K, as in effect on the date
hereof, pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act"); or (ii) results in a Change in Control of Victory State Bank
(the "Bank") within the meaning of the Change in Bank Control Act and the rules
and regulations promulgated by the Federal Deposit Insurance Corporation (the
"FDIC") at 12 C.F.R. ss.303, as in effect on the date hereof; or (iii) results
in a transaction requiring prior approval of the Federal Reserve Board ("FRB"),
under the Bank Holding Company Act of 1956 and the regulations promulgated
thereunder by the FRB at 12 C.F.R. ss.225.11, as in effect on the date hereof or
(iv) without limitation, such a Change in Control shall be deemed to have
occurred at such time as (A) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 20% or more of the Company's outstanding securities or
(B) individuals who constitute the Board on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided
that any person becoming a director subsequent to the date hereof whose election
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was approved by a vote of a majority of the directors comprising the Incumbent
Board, or whose nomination for election by the Company's stockholders was
approved by the Incumbent Board, shall be, for purposes of this clause (B),
considered as though he or she were a member of the Incumbent Board; or (C) a
plan of reorganization, merger, consolidation, sale of all or substantially all
the assets of the Company or similar transaction occurs in which the Company is
not the resulting entity; or (D) a proxy statement shall be distributed
soliciting proxies from shareholders of the Company, by someone other than the
current management of the Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Company or similar transaction
with one or more corporations as a result of which the outstanding shares of the
class of securities then subject to the plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Company; or (E)
a tender offer is made for 20% or more of the voting securities of the Company.

         (e)      "Committee" means a committee consisting of those members of
the Directors Stock Option Committee of the Company who are Directors, none of
whom are under consideration for a grant of Options at the time the Committee
acts.

         (f)      "Common Stock" means the Common Stock of the Company, par
value, $0.0001 per share.

         (g)      "Date of Grant" means the date an Award granted by the
Committee is effective pursuant to the terms hereof.

         (h)      "Director" means a member of the Board of Directors of the
Company who is not an employee of the Company or any of its Affiliates.

         (i)      "Disability" means disability as defined in the Bank's long
term disability plan, or if not so defined, disability shall mean the permanent
and total inability by reason of mental or physical infirmity, or both of a
Director to perform the functions of a Director. Additionally, a medical doctor
selected or approved by the Board of Directors must advise the Committee that it
is either not possible to determine when such Disability will terminate or that
it appears probable that such Disability will be permanent during the remainder
of the Participant's lifetime.

         (j)      "Fair Market Value" means, when used in connection with the
Common Stock on a certain date: (i) if the bid and asked price of the Common
Stock is reported by the National Association of Securities Dealers Automated
Quotation System (as published by the Wall Street Journal,if published) on such
date or if the Common Stock was not traded on such date, on the next preceding
day on which the Common Stock was traded thereon or the last previous date on
which a sale is reported, or (ii) if the bid and asked price of the Common Stock
is not so reported, but the Common Stock is traded in the over-the-counter
market, the mean of the highest bid price and the lowest asked price for the
Common Stock on the date of grant as reported by the National Quotation Bureau,
Inc. or any successor organization, or (iii) if a realistic and fair market
value of such shares is not readily determinable, an estimation of the fair
market value made by taking into consideration the market value of the shares of
comparable financial institutions and the trend of the Company's earnings.

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<PAGE>

         (k)      "Option" means an Award granted under Section 6.

         (l)      "Participant" means a director chosen by the Committee to
participate in the Plan.

         (m)      "Retirement" means termination of service as a director of the
Company.

         (n)      "Removal for Cause" means the removal of a Director upon an
intentional failure to perform stated duties, personal dishonesty which results
in loss to the Company or one of its Affiliates or willful violation of any law,
rules or regulation (other than traffic violations or similar offenses) or final
cease-and-desist order which results in substantial loss to the Company or one
of its Affiliates.


3.       ADMINISTRATION
         --------------

         The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish and amend such
rules and regulations as it deems necessary for the proper administration of the
Plan and to make whatever determinations and interpretations in connection with
the Plan it deems necessary or advisable. All determinations and interpretations
made by the Committee shall be binding and conclusive on all Participants in the
plan and on their legal representatives and beneficiaries.


4.       STOCK SUBJECT TO THE PLAN
         -------------------------

         Subject to adjustment as provided in Section 10, the maximum number of
shares reserved for purchase pursuant to the exercise of options granted under
the Plan is 21,000 shares of Common Stock of the Company, par value $0.0001 per
share.


5.       ELIGIBILITY
         -----------

         Directors who are not employees of the Company or its Affiliates shall
be eligible to receive Awards under the Plan. Directors who are non-employee
officers of the Company or its Affiliates shall be eligible to receive Awards
under the Plan.

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<PAGE>

6.       INCENTIVE STOCK OPTIONS
         -----------------------

         Grant of Options
         ----------------

         The Committee may, from time to time, grant Stock Options to eligible
directors. Options granted pursuant to the Plan shall be subject to the
following terms and conditions:

         (a)      Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Directors Stock Option shall be not less
than 100% of the Fair Market Value of the Company's Common Stock on the Date of
Grant. Shares may be purchased only upon payment of the full purchase price in
cash.

         (b)      Amounts of Options. Options may be granted to any eligible
Directors in such amounts as are determined by the Committee.

         (c)      Terms of Options. The term during which each Option may be
exercised shall be determined by the Committee, but in no event shall an Option
be exercisable in whole or in part more than 10 years from the Date of Grant. No
Option granted under this Plan is transferable except by will or the laws of
descent and distribution and is exercisable in his or her lifetime only by the
Director to whom it is granted.

         The Committee, in its discretion, may in issuing such options, include
the following conditions in addition to those conditions otherwise set forth in
this Plan: (i) A limitation upon the times during a year when options may be
exercised; (ii) A limitation upon the portion of an optionee's options which may
be exercised in any one year; and (iii) an age limitation upon the persons who
may be granted options. The Committee shall determine the date on which each
Option shall become exercisable and may provide that an Option shall become
exercisable in installments. The shares comprising each installment may be
purchased in whole or in part at any time after such installment becomes
purchasable. The Committee may, in its sole discretion, accelerate the time at
which any Option may be exercised in whole or in part. Notwithstanding the
above, in the event of a Change in Control of the Company, all Options shall
become immediately exercisable.

         (d)      Termination of Service. Upon the termination of a
Participant's service as a Director for any reason other than Disability,
Retirement, Change in Control, death or Removal for Cause, the Participant's
Options shall be exercisable only as to those shares which were immediately
purchasable by the Participant at the date of termination and only for a period
of three months following termination. In the event of Termination for Cause all
rights under the Participant's Options shall expire upon termination.

         In the event of death or Disability of any Director, all Options held
by such Participant, whether or not exercisable at such time, shall be
exercisable by the Participant or the Participant's legal representatives or
beneficiaries for one year following the date of the Participant's death or
cessation of directorship due to Disability. Upon termination of the
Participant's service due to Retirement, or a Change in Control, all Options
held by such Participant, whether or not exercisable at such time, shall be
exercisable for a period of one year following the date of Participant's
cessation of service. In no event shall the exercise period extend beyond the
expiration of the Option term.

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<PAGE>

7.       SURRENDER OF OPTION
         -------------------

         In the event of a Participant's termination of directorship as a result
of death, Disability or Retirement, the Participant (or the Participant's
personal representative(s), heir(s), or devisee(s)) may, in a form acceptable to
the Committee, make application to surrender all or part of options held by such
Participant in exchange for a cash payment from the Company of an amount equal
to the difference between the Fair Market Value of the Common Stock on the date
of termination of directorship and the exercise price per share of the option on
the Date of Grant. Whether the Committee accepts such application or the Company
determines to make payment, in whole or part, is within the absolute and sole
discretion of the Committee and the Company, it being expressly understood that
the Committee and the Company are under no obligation to any Participant
whatsoever to make such payments. In the event that the Committee accepts such
application and the Company determines to make payment, such payment shall be in
lieu of the exercise of the underlying option and such option shall cease to be
exercisable.


8.       RIGHTS OF A SHAREHOLDER:  NONTRANSFERABILITY
         --------------------------------------------

         No Participant shall have any rights as a shareholder with respect to
any shares covered by Option until the date of issuance of a stock certificate
for such shares. Nothing in this Plan or in any Award granted confers on any
person any right to continue as a director of the Company or to continue to
perform services for the Company or its Affiliates or interferes in any way with
the right of the Company or its Affiliates to terminate a Participant's services
as a director at any time.

         No Award under the Plan shall be transferable by the optionee other
than by will or the laws of descent and distribution and may only be exercised
during his lifetime by the optionee, or by a guardian or legal representative.


9.       AGREEMENT WITH GRANTEES
         -----------------------

         Each Award will be evidenced by a written agreement, executed by the
Participant and the Company or its Affiliates which describes the conditions for
receiving Awards including the date of Award, the number of shares that may be
acquired through its exercise, the purchase price per share, applicable periods
and any other terms and conditions as may be required by the Board of Directors
or applicable securities law.


10.      MANNER OF EXERCISE
         ------------------

         Each exercise of an option shall be by notice in writing to the Chief
Executive Officer of the Company, accompanied by payment in full of the option
price of the shares then being purchased. Such option price shall be payable in
U.S. Dollars upon the exercise of the option by cash, certified check, Bank
draft or money order payable to the order of the Company.

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<PAGE>

11.      DILUTION AND OTHER ADJUSTMENTS
         ------------------------------

         In the event of any change in the outstanding shares of Common Stock of
the Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other share combination, or other similar corporate change, or other increase or
decrease in such shares without receipt or payment of consideration by the
Company, the Committee will make adjustments to previously granted Awards to
prevent dilution or enlargement of the rights of the Participant, including any
or all of the following:

         (a)      adjustments in the aggregate number or kind of shares of
                  Common Stock which may be awarded under the Plan;

         (b)      adjustments in the number of shares which may be optioned to
                  any single individual;

         (c)      adjustments in the aggregate number or kind of shares of
                  Common Stock covered by Awards already made under the Plan;
                  and

         (d)      adjustments in the purchase price of outstanding Options.

         No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award.


12.      TAX WITHHOLDING
         ---------------

         There shall be deducted from each distribution of cash and/or Common
Stock under the Plan the amount required by any governmental authority to be
withheld for income and withholding tax purposes.


13.      AMENDMENT OF THE PLAN
         ---------------------

         The Board of Directors may at any time, and from time to time, modify
or amend the Plan in any respect, subject to any required approval by the
Superintendent of Banks of the State of New York, provided however, the Board of
Directors shall not without the affirmative vote of the holders of a majority of
the outstanding Common Stock of the Company (i) increase the maximum number of
shares for which options may be granted under the Plan, except as provided in
Section 11; (ii) reduce the minimum option price; (iii) extend the term of the
plan or the period during which options may be granted or exercised; (iv) amend
the requirements as to the Directors eligible to receive options; or (v) change
the number of shares which may be optioned to any one individual. No termination
or amendment of the Plan may, without the consent of the individual to whom any
option shall theretofore have been granted, adversely affect the rights of such
individual under such options.

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<PAGE>

         Failure to ratify or approve amendments or modifications to subsections
(i) through (v) of this Section by shareholders shall be effective only as to
the specific amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Plan will remain in full force and
effect.

         No such termination, modification or amendment may affect the rights of
a Participant under an outstanding Award.


14.      EFFECTIVE DATE OF PLAN
         ----------------------

         The Plan shall become effective upon the approval by the holders of a
majority of the outstanding shares of Common Stock of the Company.


15.      TERMINATION OF THE PLAN
         -----------------------

         The right to grant Awards under the Plan will terminate on February 10,
2008. The Board of Directors has the right to suspend or terminate the Plan at
any time, provided that no such action will, without the consent of a
Participant, adversely affect his or her rights under a previously granted
Award.


16.      APPLICABLE LAW
         --------------

         The Plan will be administered in accordance with the laws of the State
of New York.


17.      COMPLIANCE WITH SECTION 16
         --------------------------

         If this Plan is qualified under 17 C.F.R. ss.240.16b-3 of the Exchange
Act Rules, with respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.

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