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Exhibit 10(d). Directors' 2002 Change In Control Bonus Program

                 DIRECTORS' 2002 CHANGE IN CONTROL BONUS PROGRAM

         Admiralty Bancorp, Inc. (the "Company") implemented a Directors' 2002
Change in Control Bonus Program (the "Program") for all Directors of Admiralty
Bancorp, Inc. and Admiralty Bank (the "Bank"), that will take effect in the
event of a Change in Control (as hereinafter defined) of Admiralty Bancorp, Inc.
or Admiralty Bank.

         I.       DEFINITIONS

                  a.       Change in Control - A "Change in Control" shall mean:

(1)      a reorganization, merger, consolidation or sale of all or substantially
         all of the assets of the Company, or a similar transaction in which the
         shareholders of the Company prior to such transaction cease owning a
         majority of the voting interests in the resulting entity;

(2)      individuals who constitute the Incumbent Board (as herein defined) of
         the Company cease for any reason to constitute a majority thereof;

(3)      the occurrence of any transaction requiring the approval of the Board
         of Governors of the Federal Reserve System under 12 C.F.R. 225.41 et
         seq., except a transaction by any party owning 10% or more of the
         Company's outstanding stock as of the day hereof; or

(4)      an event of a nature that 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 or 15(d) of the Securities Exchange Act
         of 1934 (the "Exchange Act"); or

(5)      Without limitation, a change in control shall be deemed to have
         occurred at such time as (i) any "person" (as the term is used in
         Section 13(d) and 14(d) of the Exchange Act) other than the Company is
         or becomes a "beneficial owner" (as defined in Rule 13-d under the
         Exchange Act) directly or indirectly, of securities of the Company
         representing 25% or more of the Company's outstanding securities
         ordinarily having the right to vote at the election of directors,
         excluding any securities purchased by Employer's employee stock
         ownership plan and trust, or any other employee benefit plans
         established by Employer from time to time in determining whether such
         person is the beneficial owner of more than 25% of Employer's
         securities; or

(6)      A proxy statement soliciting proxies from stockholders of the Company
         is disseminated 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 or converted into cash property or securities not issued by
         the Company;

(7)      A tender offer is made for 25% or more of the voting securities of the
         Company and the shareholders owning beneficially or of record 25% or
         more of the out- standing securities of the Company have tendered or
         offered to sell their shares pursuant to such tender offer and such
         tendered shares have been accepted by the tender offeror.

For these purposes, "Incumbent Board" means the Board of Directors of the
Company on the date hereof, provided that any person becoming a director
subsequent to the date


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hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
members or stockholders was approved by the same nominating committee serving
under an Incumbent Board, shall be considered as though he were a member of the
Incumbent Board.

                  b.       Qualifying Event - A "Qualifying Event" is the event
                           described in Section II of this Program.

                  c.       Directors - The "Directors" shall include the
                           Directors of the Company or the Bank who are serving
                           as members of the Board of Directors of either the
                           Company or the Bank at the time of a Change in
                           Control.

                  d.       Change in Control Bonus Payment - A "Change in
                           Control Bonus Payment" is the payment made to a
                           Director under Section III below.

         II.      QUALIFYING EVENTS

                  The following event or action will be a "Qualifying Event": A
Change in Control regardless of whether or not the Director continues his
directorship after the Change in Control.

         III.     CHANGE IN CONTROL BONUS PAYMENT

                  a.       If a Qualifying Event occurs while the Director is
                           serving on the Board of Admiralty Bancorp, Inc. or
                           any of its subsidiaries, the Company shall (or shall
                           cause the Bank), or its legal successor shall, make a
                           $36,000 Change in Control Bonus Payment in cash to
                           the Director except that a Change in Control Bonus
                           Payment of $108,000 in cash will be made to Chairman
                           Mahon. If any Director becomes subject to the excise
                           tax imposed under Section 280 G of the Internal
                           Revenue Code as a result of his compensation from
                           Admiralty Bancorp, Inc. and its subsidiaries during
                           the year in which a Change in Control occurs, the
                           Change in Control Bonus Payment will be increased so
                           that the Director receives net compensation after
                           deduction of the excise taxes that he would have
                           received if he had not been subject to the excise
                           tax.

         IV.      TIMING OF PAYMENT

                  Any Change in Control Payment will be paid in a lump sum, in
cash, simultaneous with the effectiveness of the Change in Control, and will be
subject to all legally mandated withholding (e.g., Federal, State or Local
taxes).

         V.       CONTINUING STATUS

                  This agreement shall not confer upon any Director any right to
continue their service on the Board of Directors of the Company or the Bank.

         VI.      INELIGIBILITY FOR "EMPLOYEE SEVERENCE PROGRAM"

                  Directors are ineligible to receive any benefits under
"Employee Severance Program."

         VII.     MISCELLANEOUS PROVISIONS


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                  a.       Nonexclusive of Rights. Nothing in the Program shall
                           prevent or limit any Participant's continuing or
                           future participation in any benefit, bonus,
                           incentive, retirement or other plan or program
                           provided by Admiralty Bancorp, Inc. or its
                           subsidiaries and for which the Directors Employee may
                           qualify, nor shall anything in the Program limit or
                           reduce such rights as any Director may have under any
                           other agreement with, or plan, program, policy or
                           practice of Admiralty Bancorp, Inc. or its
                           subsidiaries. Amounts which are vested benefits or
                           which a Director is otherwise entitled to receive
                           under any agreement with, or plan, program, policy or
                           practice of, Admiralty Bancorp, Inc. or its
                           subsidiaries shall be payable in accordance with such
                           agreement, plan, program, policy or practice, except
                           as explicitly modified by the Program.

                  b.       Spendthrift Provisions. No Director shall have any
                           transmissible interest in the Program nor shall any
                           Director have any power to anticipate, alienate,
                           dispose of, pledge or encumber the Program, nor shall
                           Admiralty Bancorp, Inc. or its subsidiaries recognize
                           any assignment thereof, either in whole or in part,
                           nor shall the Program be subject to attachment,
                           garnishment, execution following judgment or other
                           legal process.

                  c.       Program Administrator. Admiralty Bank shall be the
                           administrator of the Program.

                  d.       Type of Program. The Program is a Change in Control
                           pay welfare benefit plan. The Program is not an
                           employee pension benefit plan.

         VIII.    LUMP SUM ESCROW DEPOSITS

                  In order to assure the availability of funds to make the
Directors Change in Control Bonus Payments, Admiralty Bank will deposit lump sum
payments in an escrow account pending any anticipated Change in Control. The
funds will be placed in escrow not less than five business days prior to the
anticipated effectiveness of the Change in Control. The funds will remain in the
control of Admiralty Bank and will be distributed to the Directors simultaneous
with the Change in Control.



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     Ward Kellogg, President and CEO               Director
     Admiralty Bancorp, Inc.


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