Exhibit 10.8

                                VSB BANCORP, INC.
                    RESTATED 1998 INCENTIVE STOCK OPTION PLAN


1.       PURPOSE
         -------

         The purpose of the Restated 1998 Incentive Stock Option Plan (the
"Plan") is to advance the interests of VSB Bancorp, Inc. (the "Company") and its
shareholders by providing those key employees of the Company and its affiliates,
upon whose judgment, initiative and efforts the successful conduct of the
business of the Company and its affiliates largely depends, with additional
incentive to perform in a superior manner. A purpose of the Plan is also to
attract people of experience and ability to the service of the Company and its
affiliates.

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 Incentive Stock 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.303.4(a), 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
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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 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 Incentive Stock Option Committee of the Company who are non-employee members
of the Board of Directors, all of whom are "disinterested directors" as such
term is defined under Rules 16b-3 under the Exchange Act, as promulgated by the
Securities and Exchange Commission.

         (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)      "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 an
employee to perform the work customarily assigned to him or her. 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 said Participant's lifetime.

         (i)      "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,

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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.

         (j)      "Incentive Stock Option" means an Option granted by the
Committee to a Participant.

         (k)      "Non-Statutory Stock Option" means an Option granted by the
Committee to a Participant and which is not deemed to be an Incentive Stock
Option.

         (l)      "Option" means Award granted under Section 6.

         (m)      "Participant" means an employee of the Company or its
Affiliates chosen by the Committee to participate in the Plan.

         (n)      "Plan Year(s)" means a calendar year or years commencing on or
after January 1, 1998.

         (o)      "Retirement" means termination of employment which constitutes
retirement under any tax qualified plan maintained by the Company or any of its
Affiliates.

         (p)      "Termination for Cause" means the termination 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,
rule 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.

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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 31,500 shares of Common Stock of the Company, par value $0.0001 per
share.

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

         Key officers and other key employees of the Company or its Affiliates,
as determined by the Committee, shall be eligible to receive Incentive Stock
Options under the Plan. Directors who are not both employees and officers of the
Company or its Affiliates shall not be eligible to receive Awards under the
Plan.

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

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

         The Committee may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock 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 incentive Stock Option shall be not less
than 100% of the Fair Market Value of the Company's Common Stock on the Date of
Grant. However, if a Participant owns stock possessing more than 10% of the
total combined voting power of all classes of Common Stock of the Company, the
purchase price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% 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. Incentive Stock Options may be granted to
any eligible employee in such amounts as determined by the Committee. The
aggregate Fair Market Value (determined as of the time the option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000.00. The provisions of this
Section 6(b) shall be construed and applied in accordance with Section 422(d) of
the Code and the regulations, if any, promulgated thereunder. To the extent an
award under this Section 6 exceeds this $100,000.00 limit, the portion of the
award in excess of such limit shall be deemed a Non-statutory Stock Option.

         (c)      Terms of Options. The term during which each Incentive Stock
Option may be exercised shall be determined by the Committee,

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but in no event shall an Incentive Stock Option be exercisable in whole or in
part more than 10 years from the Date of Grant. If at the time an Incentive
Stock Option is granted to an employee, the employee owns Common Stock
representing more than 10% of the total combined voting power of the Company
(or, under Section 425(d) of the Code, is deemed to own Common Stock
representing more than 10% of the total combined voting power of all such
classes of Common Stock, by reason of the ownership of such classes of Common
Stock, directly or indirectly, by or for any brother, sister, spouse, ancestor
or lineal descendant of such employee, or by or for any corporation,
partnership, estate or trust of which such employee is a shareholder, partner or
beneficiary), the Incentive Stock Option granted to such employee shall not be
exercisable after the expiration of five years from the Date of Grant. No
Incentive Stock Option granted under this Plan is transferable except by will or
the laws of descent and distribution and is exercisable in his lifetime only by
the employee 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
Incentive Stock Option shall become exercisable and may provide that an
Incentive Stock 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, provided that the amount able to be
first exercised in a given year is consistent with the terms of Section 422 of
the Code. The Committee may, in its sole discretion, accelerate the time at
which any Incentive Stock Option may be exercised in whole or in part, provided
that it is consistent with the terms of Section 422 of the Code. Notwithstanding
the above, in the event of a Change in Control of the Company, all Incentive
Stock Options shall become immediately exercisable.

         (d)      Termination of Employment. Upon the termination of a
Participant's service for any reason other than Disability, Retirement, Change
in Control, death or Termination for Cause, the Participant's Incentive Stock
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 Incentive Stock Options shall expire upon
termination.

         In the event of death or Disability of any employee, all Incentive
Stock 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 employment due to Disability. Upon
termination of the Participant's service due to Retirement, or a Change in
Control, all Incentive Stock 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 employment, provided, however,
that such option shall not be eligible for treatment as an Incentive Stock
Option in the event such option is exercised more than three months following
the date of the Participant's Retirement. In no event shall the exercise period
extend beyond the expiration of the Incentive Stock Option term.

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         (e)      Compliance with Code. The options granted under the Plan are
intended to qualify as incentive stock options within the meaning of Section 422
of the Code, but the Company makes no warranty as to the qualifications of any
option as an incentive stock option within the meaning of Section 422 of the
Code.

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

         In the event of a Participant's termination of employment 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 employment 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:  NON-TRANSFERABILITY
         ---------------------------------------------

         No Participant shall have any rights as a shareholder with respect to
any shares covered by Incentive Stock 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 in the employ of the Company or its
Affiliates 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 an officer or other employee 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.

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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 the 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 (except in the case of an exercise by the Chief
Executive Officer, said notice shall be made to the Chairman), 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.

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 Incentive
                  Stock Options.

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

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<PAGE>

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 class of employees or persons 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 option.

         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.

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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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