Exhibit 10.4

                        EXECUTIVE SUPPLEMENTAL RETIREMENT
                                INCOME AGREEMENT
                               FOR GEORGE E. IRWIN

                                GREAT FALLS BANK
                               Totowa, New Jersey

                                 January 1, 1999




                  Financial Institution Consulting Corporation
                          700 Colonial Road, Suite 260
                            Memphis, Tennessee 38117
                              WATS: 1-800-873-0089
                               FAX: (901) 684-7411
                                 (901) 684-7400
<PAGE>

                        EXECUTIVE SUPPLEMENTAL RETIREMENT
                      INCOME AGREEMENT FOR GEORGE E. IRWIN


      This Executive Supplemental Retirement Income Agreement (the "Agreement"),
effective as of the 1st day of January, 1999, formalizes the understanding by
and between GREAT FALLS BANK (the "Bank"), a state chartered banking association
having its principal place of business in New Jersey, and GEORGE E. IRWIN
(hereinafter referred to as "Executive"). GREATER COMMUNITY BANCORP (the
"Holding Company") is a party to this Agreement for the sole purpose of
guaranteeing the Bank's performance hereunder.

                              W I T N E S S E T H :

      WHEREAS, the Executive is employed by the Bank; and

      WHEREAS, the Bank recognizes the valuable services heretofore performed by
the Executive and wishes to encourage his continued employment; and

      WHEREAS, the Executive wishes to be assured that he will be entitled to a
certain amount of additional compensation for some definite period of time from
and after retirement from active service with the Bank or other termination of
employment and wishes to provide his beneficiary with benefits from and after
death; and

      WHEREAS, the Bank and the Executive wish to provide the terms and
conditions upon which the Bank shall pay such additional compensation to the
Executive after retirement or other termination of employment and/or death
benefits to his beneficiary after death; and

      WHEREAS, the Bank has adopted this Executive Supplemental Retirement
Income Agreement which controls all issues relating to benefits as described
herein;
<PAGE>

      NOW, THEREFORE, in consideration of the premises and of the mutual
promises herein contained, the Bank and the Executive agree as follows:

                                    SECTION I
                                   DEFINITIONS
                                   -----------

      When used herein, the following words and phrases shall have the meanings
below unless the context clearly indicates otherwise:

1.1   "Accrued Benefit Account" shall be represented by the bookkeeping entries
      required to record the Executive's (i) Phantom Contributions plus (ii)
      accrued interest, equal to the Interest Factor, earned to-date on such
      amounts. However, neither the existence of such bookkeeping entries nor
      the Accrued Benefit Account itself shall be deemed to create either a
      trust of any kind, or a fiduciary relationship between the Bank and the
      Executive or any Beneficiary.

1.2   "Act" means the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

1.3   "Administrator" means the Bank.

1.4   "Bank" means GREAT FALLS BANK and any successor thereto.

1.5   "Beneficiary" means the person or persons (and their heirs) designated as
      Beneficiary in Exhibit B of this Agreement to whom the deceased
      Executive's benefits are payable. If no Beneficiary is so designated, then
      the Executive's Spouse, if living, will be deemed the Beneficiary. If the
      Executive's Spouse is not living, then the Children of the Executive will
      be deemed the Beneficiaries and will take on a per stirpes basis. If there
      are no Children, then the Estate of the Executive will be deemed the
      Beneficiary.

1.6   "Benefit Age" means the later of: (i) the Executive's sixty-fifth (65th)
      birthday or (ii) the actual date the Executive's full-time service with
      the Bank terminates. Notwithstanding the above, if the Executive is
      employed by the Bank on his Early Retirement Age and elects to retire on
      or after the attainment of his Early Retirement Age but before Normal
      Retirement Age, "Benefit Age" shall mean the later of: (i) the Executive's
      sixtieth (60th) birthday or (ii) the actual date of the Executive's
      retirement.
<PAGE>

1.7   "Benefit Eligibility Date" means the date on which the Executive is
      entitled to receive any benefit(s) pursuant to Section(s) III or V of this
      Agreement. It shall be the first day of the month following the month in
      which the Executive attains his Benefit Age.

1.8   "Board of Directors" means the board of directors of the Bank.

1.9   "Cause" shall mean willful misconduct, breach of fiduciary duty involving
      personal benefit to the Executive, conviction of a felony, willful breach
      or willful neglect by the Executive of his duties as an Executive of the
      Holding Company or the Bank, or persistent negligence or misconduct in the
      performance of such duties. For purposes of this definition, no act or
      failure to act on the part of the Executive shall be considered "willful"
      unless done or omitted not in good faith and without reasonable belief
      that the action or omission was in the best interest of the Holding
      Company or the Bank. If the termination for Cause occurs after a Change in
      Control, the Executive shall not be deemed to have been terminated for
      Cause hereunder unless and until: (i) there shall have been delivered to
      the Executive a copy of a certification by a majority of the non-officer
      members of the Board of Directors of the Bank finding that, in the good
      faith opinion of such majority, the Executive was guilty of conduct which
      was deemed to be Cause for termination and specifying the particulars
      thereof in detail, and (ii) after reasonable notice to the Executive there
      shall have been an opportunity for the Executive, together with counsel to
      the Executive, to be heard before such non-officer members of the Board of
      Directors.

1.10  "Change in Control" of the Holding Company or the Bank shall mean the
      first to occur of any of the following events:
      (a)   Any person or entity or group of affiliate persons or entities
            (other than the Holding Company) becomes a beneficial owner,
            directly or indirectly, of 25% or more of the Holding Company's
            and/or the Bank's voting securities or all or substantially all of
            the assets of Holding Company and/or the Bank.
      (b)   Holding Company and/or the Bank enters into a definitive agreement
            which contemplates the merger, consolidation or combination of
            either Holding Company or the Bank with an unaffiliated entity in
            which either or both of the following is to occur: (i) the directors
            of Holding Company and/or Bank, as applicable, immediately prior to
            such merger, consolidation or combination will constitute less than
            a majority of the board of directors of the surviving, new or
            combined entity; or (ii) less than 75% of the outstanding voting
            securities of the surviving, new or combined entity will be
            beneficially owned by the stockholders
<PAGE>

            of Holding Company immediately prior to such merger, consolidation
            or combination; provided, however, that if any definitive agreement
            to merge, consolidate or combine is terminated without consummation
            of the transaction, then no Change in Control shall be deemed to
            have occurred pursuant to this paragraph (b).

      (c)   Holding Company and/or the Bank enters into a definitive agreement
            which contemplates the transfer of all or substantially all of
            Holding Company's and/or the Bank's assets, other than to a
            wholly-owned subsidiary of Holding Company; provided, however, that
            if any definitive agreement to transfer assets is terminated without
            consummation of the transfer, then no Change in Control shall be
            deemed to have occurred pursuant to this paragraph (c).
      (d)   A majority of the members of the Board of Directors of either
            Holding Company or the Bank shall be persons who: (i) were not
            members of such Board on the date hereof ("current members"); and
            (ii) were not nominated by a vote of the Board which included the
            affirmative vote of a majority of the current members on the Board
            at the time of their nomination ("future designees") and (iii) were
            not nominated by a vote of the Board which included the affirmative
            vote of a majority of the current members and future designees,
            taken as a group, on the Board at the time of their nomination.

1.11  "Children" means all natural or adopted children of the Executive, and
      issue of any predeceased child or children.

1.12  "Code" means the Internal Revenue Code of 1986, as amended from time to
      time.

1.13  "Contribution(s)" means those annual contributions which the Bank is
      required to make to the Retirement Income Trust Fund on behalf of the
      Executive in accordance with Subsection 2.1(a) and in the amounts set
      forth in Exhibit A of the Agreement.

1.14  (a) "Disability Benefit" means the benefit payable to the Executive
      following a determination, in accordance with Subsection 6.1(a), that he
      is no longer able, properly and satisfactorily, to perform his duties at
      the Bank.

      (b) "Disability Benefit-Supplemental" (if applicable) means the benefit
      payable to the Executive's Beneficiary upon the Executive's death in
      accordance with Subsection 6.1(b).
<PAGE>

1.15  "Early Retirement Age" means, if elected by the Executive, the Executive's
      sixtieth (60th) birthday or any later age mutually agreed upon by the
      parties, prior to the Executive's attainment of the Normal Retirement Age
      set forth in the Plan.

1.16  "Effective Date" of this Agreement shall be January 1, 1999.

1.17  "Estate" means the estate of the Executive.

1.18  "Holding Company" means GREATER COMMUNITY BANCORP, the holding company for
      the Bank, and any successor thereto.

1.19  "Interest Factor" means monthly compounding, discounting or annuitizing,
      as applicable, at a rate set forth in Exhibit A.

1.20  "Normal Retirement Age" means the Executive's sixty-fifth (65th) birthday
      or any later age mutually agreed upon by the parties.

1.21  "Payout Period" means the time frame during which certain benefits payable
      hereunder shall be distributed. Payments shall be made in monthly
      installments commencing on the first day of the month following the
      occurrence of the event which triggers distribution and continuing for a
      period of one hundred eighty (180) months. Should the Executive make a
      Timely Election to receive a lump sum benefit payment, the Executive's
      Payout Period shall be deemed to be one (1) month.
<PAGE>

1.22  "Phantom Contributions" means those annual Contributions which the Bank is
      no longer required to make on behalf of the Executive to the Retirement
      Income Trust Fund. Rather, once the Executive has exercised the withdrawal
      rights provided for in Subsection 2.2, the Bank shall be required to
      record the annual amounts set forth in Exhibit A of the Agreement in the
      Executive's Accrued Benefit Account, pursuant to Subsection 2.1.

1.23  "Plan Year" shall mean the twelve (12) month period commencing January 1
      and ending December 31.

1.24  "Retirement Income Trust Fund" means the trust fund account established by
      the Executive and into which annual Contributions will be made by the Bank
      on behalf of the Executive pursuant to Subsection 2.1. The contractual
      rights of the Bank and the Executive with respect to the Retirement Income
      Trust Fund shall be outlined in a separate writing to be known as the
      George E. Irwin Grantor Trust agreement.

1.25  "Spouse" means the individual to whom the Executive is legally married at
      the time of the Executive's death, provided, however, that the term
      "Spouse" shall not refer to an individual to whom the Executive is legally
      married at the time of death if the Executive and such individual have
      entered into a formal separation agreement or initiated divorce
      proceedings.

1.26  "Supplemental Retirement Income Benefit" means an annual amount (before
      taking into account federal and state income taxes), payable in monthly
      installments throughout the Payout Period. Such benefit is projected
      pursuant to the Agreement for the purpose of determining the Contributions
      to be made to the Retirement Income Trust Fund (or Phantom Contributions
      to be recorded in the Accrued Benefit Account). The annual Contributions
      and Phantom Contributions have been actuarially determined, using the
      assumptions set forth in Exhibit A, in order to fund for the projected
      Supplemental Retirement Income Benefit. The Supplemental Retirement Income
      Benefit for which Contributions (or Phantom Contributions) are being made
      (or recorded) is set forth in Exhibit A.
1.27  "Timely Election" means the Executive has made an election to change the
      form of his benefit payment(s) by filing with the Administrator a Notice
      of Election to Change Form of Payment (Exhibit C of this Agreement). In
      the case of benefits payable from the Accrued Benefit Account, such
      election shall have been made prior to the event which triggers
      distribution and at least two (2) years prior to the Executive's Benefit
      Eligibility
<PAGE>

      Date. In the case of benefits payable from the Retirement Income Trust
      Fund, such election may be made at any time.

                                   SECTION II
                                 BENEFIT FUNDING

2.1   (a) Retirement Income Trust Fund and Accrued Benefit Account. The
      Executive shall establish the George E. Irwin Grantor Trust into which the
      Bank shall be required to make annual Contributions on the Executive's
      behalf, pursuant to Exhibit A and this Section II of the Agreement. A
      trustee shall be selected by the Executive. The trustee shall maintain an
      account, separate and distinct from the Executive's personal
      contributions, which account shall constitute the Retirement Income Trust
      Fund. The trustee shall be charged with the responsibility of investing
      all contributed funds. Distributions from the Retirement Income Trust Fund
      of the George E. Irwin Grantor Trust may be made by the trustee to the
      Executive, for purposes of payment of any income or employment taxes due
      and owing on Contributions by the Bank to the Retirement Income Trust
      Fund, if any, and on any taxable earnings associated with such
      Contributions which the Executive shall be required to pay from year to
      year, under applicable law, prior to actual receipt of any benefit
      payments from the Retirement Income Trust Fund. If the Executive exercises
      his withdrawal rights pursuant to Subsection 2.2, the Bank's obligation to
      make Contributions to the Retirement Income Trust Fund shall cease and the
      Bank's obligation to record Phantom Contributions in the Accrued Benefit
      Account shall immediately commence pursuant to Exhibit A and this Section
      II of the Agreement. To the extent this Agreement is inconsistent with the
      George E. Irwin Grantor Trust agreement, the George E. Irwin Grantor Trust
      Agreement shall supersede this Agreement.

      The annual Contributions (or Phantom Contributions) required to be made by
      the Bank to the Retirement Income Trust Fund (or recorded by the Bank in
      the Accrued Benefit Account) have been actuarially determined and are set
      forth in Exhibit A which is attached hereto and incorporated herein by
      reference. Contributions shall be made by the Bank to the Retirement
      Income Trust Fund (i) within seventy-five (75) days of establishment of
      such trust, and (ii) within the first thirty (30) days of the beginning of
      each subsequent Plan Year, unless this Section expressly provides
      otherwise. Phantom Contributions, if any, shall be recorded in the Accrued
      Benefit Account within the first thirty (30) days of the beginning of each
      applicable Plan Year, unless this Section expressly provides otherwise.
      Phantom Contributions shall accrue interest at a rate equal
<PAGE>

      to the Interest Factor, during the Payout Period, until the balance of the
      Accrued Benefit Account has been fully distributed. Interest on any
      Phantom Contribution shall not commence until such Payout Period
      commences.

      The Administrator shall review the schedule of annual Contributions (or
      Phantom Contributions) provided for in Exhibit A (i) within thirty (30)
      days prior to the close of each Plan Year and (ii) if the Executive is
      employed by the Bank until attaining Normal Retirement Age, on or
      immediately before attainment of such Normal Retirement Age. Such review
      shall consist of an evaluation of the accuracy of all assumptions used to
      establish the schedule of Contributions (or Phantom Contributions).
      Provided that (i) the Executive has not exercised his withdrawal rights
      pursuant to Subsection 2.2 and (ii) the investments contained in the
      Retirement Income Trust Fund have been deemed reasonable by the Bank, the
      Administrator shall prospectively amend or supplement the schedule of
      Contributions provided for in Exhibit A should the Administrator determine
      during any such review that an increase in or supplement to the schedule
      of Contributions is necessary in order to adequately fund the Retirement
      Income Trust Fund so as to provide an annual benefit (or to provide the
      lump sum equivalent of such benefit, as applicable) equal to the
      Supplemental Retirement Income Benefit, on an after-tax basis, commencing
      at Benefit Age and payable for the duration of the Payout Period.
<PAGE>

      (b) Withdrawal Rights Not Exercised.
          --------------------------------
      (1) Contributions Made Annually
          ---------------------------
      If the Executive does not exercise any withdrawal rights pursuant to
      Subsection 2.2, the annual Contributions to the Retirement Income Trust
      Fund shall continue each year, unless this Subsection 2.1(b) specifically
      states otherwise, until the earlier of (i) the last Plan Year that
      Contributions are required pursuant to Exhibit A, or (ii) the Plan Year of
      the Executive's termination of employment.

      (2) Termination Following a Change in Control
          -----------------------------------------
      If the Executive does not exercise his withdrawal rights pursuant to
      Subsection 2.2 and a Change in Control occurs at the Bank, followed within
      thirty-six (36) months by either (i) the Executive's involuntary
      termination of employment, or (ii) Executive's voluntary termination of
      employment after: (A) a material change in the Executive's function,
      duties, or responsibilities, which change would cause the Executive's
      position to become one of lesser responsibility, importance, or scope from
      the position the Executive held at the time of the Change in Control, (B)
      a relocation of the Executive's principal place of employment by more than
      thirty (30) miles from its location prior to the Change in Control, or (C)
      a material reduction in the benefits and perquisites to the Executive from
      those being provided at the time of the Change in Control, the
      Contribution set forth on Schedule A shall continue to be required of the
      Bank. The Bank shall be required to make an immediate lump sum
      Contribution to the Executive's Retirement Income Trust Fund in an amount
      equal to: (i) the full Contribution required for the Plan Year in which
      such involuntary termination occurs, if not yet made, plus (ii) the
      present value (computed using a discount rate equal to the Interest
      Factor) of all remaining Contributions to the Retirement Income Trust
      Fund; provided, however, that, if necessary, an additional amount shall be
      contributed to the Retirement Income Trust Fund which is sufficient to
      provide the Executive with after-tax benefits (assuming a constant tax
      rate equal to the rate in effect as of the date of Executive's
      termination) beginning at his Benefit Age, equal in amount to that benefit
      which would have been payable to the Executive if no secular trust had
      been implemented and the benefit obligation had been accrued under APB
      Opinion No. 12, as amended by FAS 106.
<PAGE>


      (3) Termination For Cause
          ---------------------
      If the Executive does not exercise his withdrawal rights pursuant to
      Subsection 2.2, and is terminated for Cause pursuant to Subsection 5.2, no
      further Contribution(s) to the Retirement Income Trust Fund shall be
      required of the Bank, and if not yet made, no Contribution shall be
      required for the Plan Year in which such termination for Cause occurs.

      (4) Involuntary Termination of Employment.
         --------------------------------------
      If the Executive does not exercise his withdrawal rights pursuant to
      Subsection 2.2, and the Executive's employment with the Bank is
      involuntarily terminated for any reason, including a termination due to
      disability of the Executive but excluding termination for Cause, or
      termination following a Change in Control within thirty-six (36) months of
      such Change in Control, within thirty (30) days of such involuntary
      termination of employment, the Bank shall be required to make an immediate
      lump sum Contribution to the Executive's Retirement Income Trust Fund in
      an amount equal to: (i) the full Contribution required for the Plan Year
      in which such involuntary termination occurs, if not yet made, plus (ii)
      the present value (computed using a discount rate equal to the Interest
      Factor) of all remaining Contributions to the Retirement Income Trust
      Fund; provided however, that, if necessary, an additional amount shall be
      contributed to the Retirement Income Trust Fund which is sufficient to
      provide the Executive with after tax benefits (assuming a constant tax
      rate equal to the rate in effect as of the date of the Executive's
      termination) beginning at his Benefit Age, equal in amount to that benefit
      which would have been payable to the Executive if no secular trust had
      been implemented and the benefit obligation had been accrued under APB
      Opinion No. 12, as amended by FAS 106.

      (5) Death During Employment.
          -----------------------
      If the Executive does not exercise any withdrawal rights pursuant to
      Subsection 2.2, and dies while employed by the Bank, and if, following the
      Executive's death, the assets of the Retirement Income Trust Fund are
      insufficient to provide the Supplemental Retirement Income Benefit to
      which the Executive is entitled, the Bank shall be required to make a
      Contribution to the Retirement Income Trust Fund equal to the sum of the
      remaining Contributions set forth on Exhibit A, after taking into
      consideration any payments under any life insurance policies that may have
      been obtained on the Executive's life by the Retirement Income Trust Fund.
      Such final contribution shall be
<PAGE>

      payable in a lump sum to the Retirement Income Trust Fund within thirty
      (30) days of the Executive's death.

      (6) Contributions on Early or Normal Retirement.
          -------------------------------------------
      If the Executive does not exercise his withdrawal rights pursuant to
      Subsection 2.2, and terminates employment on or after attainment of his
      Early Retirement Age or Normal Retirement Age, within thirty (30) days of
      such termination of employment, the Bank shall be required to make an
      immediate additional lump sum Contribution to the Executive's Retirement
      Income Trust Fund, if necessary, in an amount sufficient to provide the
      Executive with after tax benefits (assuming a constant tax rate equal to
      the rate in effect as of the date of the Executive's termination)
      beginning at his Benefit Age, equal in amount to that benefit which would
      have been payable to the Executive if no secular trust had been
      implemented and the benefit obligation had been accrued under APB Opinion
      No. 12, as amended by FAS 106.

      (c) Withdrawal Rights Exercised.

      (1)  Phantom Contributions Made Annually.
           -----------------------------------
<PAGE>

      If the Executive exercises his withdrawal rights pursuant to Subsection
      2.2, no further Contributions to the Retirement Income Trust Fund shall be
      required of the Bank. Thereafter, Phantom Contributions shall be recorded
      annually in the Executive's Accrued Benefit Account within thirty (30)
      days of the beginning of each Plan Year, commencing with the first Plan
      Year following the Plan Year in which the Executive exercises his
      withdrawal rights. Such Phantom Contributions shall continue to be
      recorded annually, unless this Subsection 2.1(c) specifically states
      otherwise, until the earlier of (i) the last Plan Year that Phantom
      Contributions are required pursuant to Exhibit A, or (ii) the Plan Year of
      the Executive's termination of employment.

      (2) Termination Following a Change in Control
          -----------------------------------------
      If the Executive exercises his withdrawal rights pursuant to Subsection
      2.2, Phantom Contributions shall commence in the Plan Year following the
      Plan Year in which the Executive first exercises his withdrawal rights. If
      a Change in Control occurs at the Bank, and within thirty-six (36) months
      of such Change in Control, the Executive's employment is either (i)
      involuntarily terminated, or (ii) voluntarily terminated by the Executive
      after: (A) a material change in the Executive's function, duties, or
      responsibilities, which change would cause the Executive's position to
      become one of lesser responsibility, importance, or scope from the
      position the Executive held at the time of the Change in Control, (B) a
      relocation of the Executive's principal place of employment by more than
      thirty (30) miles from its location prior to the Change in Control, or (C)
      a material reduction in the benefits and perquisites to the Executive from
      those being provided at the time of the Change in Control, the Phantom
      Contribution set forth below shall be required of the Bank. The Bank shall
      be required to record a lump sum Phantom Contribution in the Accrued
      Benefit Account within ten (10) days of the Executive's termination of
      employment. The amount of such final Phantom Contribution shall be
      actuarially determined based on the Phantom Contribution required, at such
      time, in order to provide a benefit via this Agreement equivalent to the
      Supplemental Retirement Income Benefit, on an after-tax basis, commencing
      on the Executive's Benefit Eligibility Date and continuing for the
      duration of the Payout Period. (Such actuarial determination shall reflect
      the fact that amounts shall be payable from both the Accrued Benefit
      Account as well as the Retirement Income Trust Fund and shall also reflect
      the amount and timing of any withdrawal(s) made by the Executive from the
      Retirement Income Trust Fund pursuant to Subsection 2.2.)

      (3) Termination For Cause
          ---------------------
<PAGE>

      If the Executive is terminated for Cause pursuant to Subsection 5.2, the
      entire balance of the Executive's Accrued Benefit Account at the time of
      such termination, which shall include any Phantom Contributions which have
      been recorded plus interest accrued on such Phantom Contributions, shall
      be forfeited.

      (4) Involuntary Termination of Employment.
          -------------------------------------
      If the Executive exercises his withdrawal rights pursuant to Subsection
      2.2, and the Executive's employment with the Bank is involuntarily
      terminated for any reason including termination due to disability of the
      Executive, but excluding termination for Cause, or termination following a
      Change in Control, within thirty (30) days of such involuntary termination
      of employment, the Bank shall be required to record a final Phantom
      Contribution in an amount equal to: (i) the full Phantom Contribution
      required for the Plan Year in which such involuntary termination occurs,
      if not yet made, plus (ii) the present value (computed using a discount
      rate equal to the Interest Factor) of all remaining Phantom Contributions.

      (5) Death During Employment.
          -----------------------
      If the Executive exercises his withdrawal rights pursuant to Subsection
      2.2, and dies while employed by the Bank, Phantom Contributions included
      on Exhibit A shall be required of the Bank. Such Phantom Contributions
      shall commence in the Plan Year following the Plan Year in which the
      Executive exercises his withdrawal rights and shall continue through the
      Plan Year in which the Executive dies. The Bank shall also be required to
      record a final Phantom Contribution within thirty (30) days of the
      Executive's death. The amount of such final Phantom Contribution shall be
      actuarially determined based on the Phantom Contribution required at such
      time (if any), in order to provide a benefit via this Agreement equivalent
      to the Supplemental Retirement Income Benefit commencing within thirty
      (30) days of the date the Administrator receives notice of the Executive's
      death and continuing for the duration of the Payout Period. (Such
      actuarial determination shall reflect the fact that amounts shall be
      payable from the Accrued Benefit Account as well as the Retirement Income
      Trust Fund and shall also reflect the amount and timing of any
      withdrawal(s) made by the Executive pursuant to Subsection 2.2.)
<PAGE>

2.2   Withdrawals From Retirement Income Trust Fund.
      ---------------------------------------------
      Exercise of withdrawal rights by the Executive pursuant to the George E.
      Irwin Grantor Trust agreement shall terminate the Bank's obligation to
      make any further Contributions to the Retirement Income Trust Fund, and
      the Bank's obligation to record Phantom Contributions pursuant to
      Subsection 2.1(c) shall commence. For purposes of this Subsection 2.2,
      "exercise of withdrawal rights" shall mean those withdrawal rights to
      which the Executive is entitled under Article III of the George E. Irwin
      Grantor Trust agreement and shall exclude any distributions made by the
      trustee of the Retirement Income Trust Fund to the Executive for purposes
      of payment of income taxes in accordance with Subsection 2.1 of this
      Agreement and the tax reimbursement formula contained in the trust
      document, or other trust expenses properly payable from the George E.
      Irwin Grantor Trust pursuant to the provisions of the trust document.

2.3   Benefits Payable From Retirement Income Trust Fund
      --------------------------------------------------
      Notwithstanding anything else to the contrary in this Agreement, in the
      event that the trustee of the Retirement Income Trust Fund purchases a
      life insurance policy with the Contributions to and, if applicable,
      earnings of the Trust, and such life insurance policy is intended to
      continue in force beyond the Payout Period for the disability or
      retirement benefits payable from the Retirement Income Trust Fund pursuant
      to this Agreement, then the trustee shall have discretion to determine the
      portion of the cash value of such policy available for purposes of
      annuitizing the Retirement Income Trust Fund (it being understood that for
      purposes of this Section 2.3, "annuitizing" does not mean surrender of
      such policy and annuitizing of the cash value received upon such
      surrender) to provide the disability or retirement benefits payable under
      this Agreement, after taking into consideration the amounts reasonably
      believed to be required in order to maintain the cash value of such policy
      to continue such policy in effect until the death of the Executive and
      payment of death benefits thereunder.
<PAGE>

                                   SECTION III
                               RETIREMENT BENEFIT

3.1   (a)  Normal form of payment.
           ----------------------
      If (i) the Executive is employed with the Bank until reaching his Early
      Retirement Age or Normal Retirement Age, and (ii) the Executive has not
      made a Timely Election to receive a lump sum benefit, this Subsection
      3.1(a) shall be controlling with respect to retirement benefits.
<PAGE>
      The Retirement Income Trust Fund, measured as of the Executive's Benefit
      Age, shall be annuitized (using the Interest Factor) into monthly
      installments and shall be payable for the Payout Period. Such benefit
      payments shall commence on the Executive's Benefit Eligibility Date.
      Should Retirement Income Trust Fund assets actually earn a rate of return,
      following the date such balance is annuitized, which is less than the rate
      of return used to annuitize the Retirement Income Trust Fund, no
      additional contributions to the Retirement Income Trust Fund shall be
      required by the Bank in order to fund the final benefit payment(s) and
      make up for any shortage attributable to the less-than-expected rate of
      return. Should Retirement Income Trust Fund assets actually earn a rate of
      return, following the date such balance is annuitized, which is greater
      than the rate of return used to annuitize the Retirement Income Trust
      Fund, the final benefit payment to the Executive (or his Beneficiary)
      shall distribute the excess amounts attributable to the
      greater-than-expected rate of return. The Executive may at anytime during
      the Payout Period request to receive the unpaid balance of his Retirement
      Income Trust Fund in a lump sum payment. If such a lump sum payment is
      requested by the Executive, payment of the balance of the Retirement
      Income Trust Fund in such lump sum form shall be made only if the
      Executive gives notice to both the Administrator and trustee in writing.
      Such lump sum payment shall be payable within thirty (30) days of such
      notice. In the event the Executive dies at any time after attaining his
      Benefit Age, but prior to commencement or completion of all monthly
      payments due and owing hereunder, (i) the trustee of the Retirement Income
      Trust Fund shall pay to the Executive's Beneficiary the monthly
      installments (or a continuation of such monthly installments if they have
      already commenced) for the balance of months remaining in the Payout
      Period, or (ii) the Executive's Beneficiary may request to receive the
      unpaid balance of the Executive's
<PAGE>

      Retirement Income Trust Fund in a lump sum payment. If a lump sum payment
      is requested by the Beneficiary, payment of the balance of the Retirement
      Income Trust Fund in such lump sum form shall be made only if the
      Executive's Beneficiary notifies both the Administrator and trustee in
      writing of such election within ninety (90) days of the Executive's death.
      Such lump sum payment shall be payable within thirty (30) days of such
      notice.

      The Executive's Accrued Benefit Account (if applicable), measured as of
      the Executive's Benefit Age, shall be annuitized (using the Interest
      Factor) into monthly installments and shall be payable for the Payout
      Period. Such benefit payments shall commence on the Executive's Benefit
      Eligibility Date. In the event the Executive dies at any time after
      attaining his Benefit Age, but prior to commencement or completion of all
      the payments due and owing hereunder, (i) the Bank shall pay to the
      Executive's Beneficiary the same monthly installments (or a continuation
      of such monthly installments if they have already commenced) for the
      balance of months remaining in the Payout Period, or (ii) the Executive's
      Beneficiary may request to receive the remainder of any unpaid benefit
      payments in a lump sum payment. If a lump sum payment is requested by the
      Beneficiary, the amount of such lump sum payment shall be equal to the
      unpaid balance of the Executive's Accrued Benefit Account. Payment in such
      lump sum form shall be made only if the Executive's Beneficiary (i)
      obtains Board of Director approval, and (ii) notifies the Administrator in
      writing of such election within ninety (90) days of the Executive's death.
      Such lump sum payment, if approved by the Board of Directors, shall be
      made within thirty (30) days of such Board of Director approval.

      (b) Alternative payout option.
          -------------------------
      (1) Executive Lives Until Benefit Age.
          ---------------------------------
      If (i) the Executive is employed with the Bank until reaching his Early
      Retirement Age or Normal Retirement Age, and (ii) the Executive has made a
      Timely Election to receive a lump sum benefit, this Subsection 3.1(b)
      shall be controlling with respect to retirement benefits.

      The balance of the Retirement Income Trust Fund, measured as of the
      Executive's Benefit Age, shall be paid to the Executive in a lump sum on
      his Benefit Eligibility Date. In the event the Executive dies after
      becoming eligible for such payment (upon attainment of his Benefit Age),
      but before the actual payment is made, his Beneficiary shall be entitled
      to receive the lump sum benefit in accordance with this Subsection 3.1(b)
      within thirty (30) days of the date the Administrator receives notice of
      the Executive's death.

      The balance of the Executive's Accrued Benefit Account (if applicable),
      measured as of the Executive's Benefit Age, shall be paid to the Executive
      in a lump sum on his Benefit Eligibility Date. In the event the Executive
      dies after becoming eligible for such payment
<PAGE>

      (upon attainment of his Benefit Age), but before the actual payment is
      made, his Beneficiary shall be entitled to receive the lump sum benefit in
      accordance with this Subsection 3.1(b) within thirty (30) days of the date
      the Administrator receives notice of the Executive's death.

                                   SECTION IV
                          PRE-RETIREMENT DEATH BENEFIT

4.1   (a)  Normal form of payment.
           ----------------------
      If (i) the Executive dies while employed by the Bank, and (ii) the
      Executive has not made a Timely Election to receive a lump sum benefit,
      this Subsection 4.1(a) shall be controlling with respect to pre-retirement
      death benefits.

      The balance of the Executive's Retirement Income Trust Fund, measured as
      of the later of (i) the Executive's death, or (ii) the date any final lump
      sum Contribution is made pursuant to Subsection 2.1(b), shall be
      annuitized (using the Interest Factor) into monthly installments and shall
      be payable for the Payout Period. Such benefits shall commence within
      thirty (30) days of the date the Administrator receives notice of the
      Executive's death. Should Retirement Income Trust Fund assets actually
      earn a rate of return, following the date such balance is annuitized,
      which is less than the rate of return used to annuitize the Retirement
      Income Trust Fund, no additional contributions to the Retirement Income
      Trust Fund shall be required by the Bank in order to fund the final
      benefit payment(s) and make up for any shortage attributable to the
      less-than-expected rate of return. Should Retirement Income Trust Fund
      assets actually earn a rate of return, following the date such balance is
      annuitized, which is greater than the rate of return used to annuitize the
      Retirement Income Trust Fund, the final benefit payment to the Executive's
      Beneficiary shall distribute the excess amounts attributable to the
      greater-than-expected rate of return. The Executive's Beneficiary may
      request to receive the unpaid balance of the Executive's Retirement Income
      Trust Fund in a lump sum payment. If a lump sum payment is requested by
      the Beneficiary, payment of the balance of the Retirement Income Trust
      Fund in such lump sum form shall be made only if the Executive's
      Beneficiary notifies both the Administrator and trustee in writing of such
      election within ninety (90) days of the Executive's death. Such lump sum
      payment shall be made within thirty (30) days of such notice.

      The Executive's Accrued Benefit Account (if applicable), measured as of
      the later of (i) the Executive's death or (ii) the date any final lump sum
      Phantom Contribution is recorded in the Accrued Benefit Account pursuant
      to Subsection 2.1(c), shall be annuitized (using the Interest Factor) into
      monthly installments and shall be payable to the Executive's Beneficiary
      for the Payout Period. Such benefit payments shall commence within thirty
      (30) days of the date the Administrator receives notice of the
<PAGE>

      Executive's death, or if later, within thirty (30) days after any final
      lump sum Phantom Contribution is recorded in the Accrued Benefit Account
      in accordance with Subsection 2.1(c). The Executive's Beneficiary may
      request to receive the remainder of any unpaid monthly benefit payments
      due from the Accrued Benefit Account in a lump sum payment. If a lump sum
      payment is requested by the Beneficiary, the amount of such lump sum
      payment shall be equal to the balance of the Executive's Accrued Benefit
      Account. Payment in such lump sum form shall be made only if the
      Executive's Beneficiary (i) obtains Board of Director approval, and (ii)
      notifies the Administrator in writing of such election within ninety (90)
      days of the Executive's death. Such lump sum payment, if approved by the
      Board of Directors, shall be payable within thirty (30) days of such Board
      of Director approval.

      (b) Alternative payout option.
          -------------------------
      If (i) the Executive dies while employed by the Bank, and (ii) the
      Executive has made a Timely Election to receive a lump sum benefit, this
      Subsection 4.1(b) shall be controlling with respect to pre-retirement
      death benefits.

      The balance of the Executive's Retirement Income Trust Fund, measured as
      of the later of (i) the Executive's death, or (ii) the date any final lump
      sum Contribution is made pursuant to Subsection 2.1(b), shall be paid to
      the Executive's Beneficiary in a lump sum within thirty (30) days of the
      date the Administrator receives notice of the Executive's death.

      The balance of the Executive's Accrued Benefit Account (if applicable),
      measured as of the later of (i) the Executive's death, or (ii) the date
      any final Phantom Contribution is recorded pursuant to Subsection 2.1(c),
      shall be paid to the Executive's Beneficiary in a lump sum within thirty
      (30) days of the date the Administrator receives notice of the Executive's
      death.

                                    SECTION V
                    BENEFIT(S) IN THE EVENT OF TERMINATION OF SERVICE
                         PRIOR TO NORMAL RETIREMENT AGE

5.1   Voluntary or Involuntary Termination of Service Other Than for Cause. In
      the event the Executive's service with the Bank is voluntarily or
      involuntarily terminated prior to Normal Retirement Age, for any reason
      including a Change in Control, but excluding (i) any disability related
      termination for which the Board of Directors has approved early
<PAGE>

      payment of benefits pursuant to Subsection 6.1, (ii) the Executive's
      pre-retirement death, which shall be covered in Section IV, (iii)
      retirement elected by the Executive upon the attainment of his Early
      Retirement Age, which shall be covered in Section III, or (iv) termination
      for Cause, which shall be covered in Subsection 5.2, the Executive (or his
      Beneficiary) shall be entitled to receive benefits in accordance with this
      Subsection 5.1. Payments of benefits pursuant to this Subsection 5.1 shall
      be made in accordance with Subsection 5.1 (a) or 5.1 (b) below, as
      applicable.
<PAGE>

      (a) Normal form of payment.
          ----------------------
      (1) Executive Lives Until Benefit Age
          ---------------------------------
      If (i) after such termination, the Executive lives until attaining his
      Benefit Age, and (ii) the Executive has not made a Timely Election to
      receive a lump sum benefit, this Subsection 5.1(a)(1) shall be controlling
      with respect to retirement benefits.

      The Retirement Income Trust Fund, measured as of the Executive's Benefit
      Age, shall be annuitized (using the Interest Factor) into monthly
      installments and shall be payable for the Payout Period. Such payments
      shall commence on the Executive's Benefit Eligibility Date. Should
      Retirement Income Trust Fund assets actually earn a rate of return,
      following the date such balance is annuitized, which is less than the rate
      of return used to annuitize the Retirement Income Trust Fund, no
      additional contributions to the Retirement Income Trust Fund shall be
      required by the Bank in order to fund the final benefit payment(s) and
      make up for any shortage attributable to the less-than-expected rate of
      return. Should Retirement Income Trust Fund assets actually earn a rate of
      return, following the date such balance is annuitized, which is greater
      than the rate of return used to annuitize the Retirement Income Trust
      Fund, the final benefit payment to the Executive (or his Beneficiary)
      shall distribute the excess amounts attributable to the
      greater-than-expected rate of return. The Executive may at anytime during
      the Payout Period request to receive the unpaid balance of his Retirement
      Income Trust Fund in a lump sum payment. If such a lump sum payment is
      requested by the Executive, payment of the balance of the Retirement
      Income Trust Fund in such lump sum form shall be made only if the
      Executive gives notice to both the Administrator and trustee in writing.
      Such lump sum payment shall be payable within thirty (30) days of such
      notice. In the event the Executive dies at any time after attaining his
      Benefit Age, but prior to commencement or completion of all monthly
      payments due and owing hereunder, (i) the trustee of the Retirement Income
      Trust Fund shall pay to the Executive's Beneficiary the monthly
      installments (or a continuation of the monthly installments if they have
      already commenced) for the balance of months remaining in the Payout
      Period, or (ii) the Executive's Beneficiary may request to receive the
      unpaid balance of the Executive's Retirement Income Trust Fund in a lump
      sum payment. If a lump sum payment is requested by the Beneficiary,
      payment of the balance of the Retirement Income Trust Fund in such lump
      sum form shall be made only if the Executive's Beneficiary notifies both
      the Administrator and trustee in writing of such election within ninety
      (90) days of the Executive's death. Such lump sum payment shall be made
      within thirty (30) days of such notice.
<PAGE>

      The Executive's Accrued Benefit Account (if applicable), measured as of
      the Executive's Benefit Age, shall be annuitized (using the Interest
      Factor) into monthly installments and shall be payable for the Payout
      Period. Such benefit payments shall commence on the Executive's Benefit
      Eligibility Date. In the event the Executive dies at any time after
      attaining his Benefit Age, but prior to commencement or completion of all
      the payments due and owing hereunder, (i) the Bank shall pay to the
      Executive's Beneficiary the same monthly installments (or a continuation
      of such monthly installments if they have already commenced) for the
      balance of months remaining in the Payout Period, or (ii) the Executive's
      Beneficiary may request to receive the remainder of any unpaid benefit
      payments in a lump sum payment. If a lump sum payment is requested by the
      Beneficiary, the amount of such lump sum payment shall be equal to the
      unpaid balance of the Executive's Accrued Benefit Account. Payment in such
      lump sum form shall be made only if the Executive's Beneficiary (i)
      obtains Board of Director approval, and (ii) notifies the Administrator in
      writing of such election within ninety (90) days of the Executive's death.
      Such lump sum payment, if approved by the Board of Directors, shall be
      made within thirty (30) days of such Board of Director approval.

      (2) Executive Dies Prior to Benefit Age
          -----------------------------------
      If (i) after such termination, the Executive dies prior to attaining his
      Benefit Age, and (ii) the Executive has not made a Timely Election to
      receive a lump sum benefit, this Subsection 5.1(a)(2) shall be controlling
      with respect to retirement benefits.

      The Retirement Income Trust Fund, measured as of the date of the
      Executive's death, shall be annuitized (using the Interest Factor) into
      monthly installments and shall be payable for the Payout Period. Such
      payments shall commence within thirty (30) days of the date the
      Administrator receives notice of the Executive's death. Should Retirement
      Income Trust Fund assets actually earn a rate of return, following the
      date such balance is annuitized, which is less than the rate of return
      used to annuitize the Retirement Income Trust Fund, no additional
      contributions to the Retirement Income Trust Fund shall be required by the
      Bank in order to fund the final benefit payment(s) and make up for any
      shortage attributable to the less-than-expected rate of return. Should
      Retirement Income Trust Fund assets actually earn a rate of return,
      following the date such balance is annuitized, which is greater than the
      rate of return used to annuitize the Retirement Income Trust Fund, the
      final benefit payment to the Executive's Beneficiary shall distribute the
      excess amounts attributable to the greater-than-expected rate of return.
      The Executive's Beneficiary may request to receive the unpaid balance of
      the Executive's
<PAGE>

      Retirement Income Trust Fund in the form of a lump sum payment. If a lump
      sum payment is requested by the Beneficiary, payment of the balance of the
      Retirement Income Trust Fund in such lump sum form shall be made only if
      the Executive's Beneficiary notifies both the Administrator and trustee in
      writing of such election within ninety (90) days of the Executive's death.
      Such lump sum payment shall be made within thirty (30) days of such
      notice.

      The Executive's Accrued Benefit Account (if applicable), measured as of
      the date of the Executive's death, shall be annuitized (using the Interest
      Factor) into monthly installments and shall be payable for the Payout
      Period. Such payments shall commence within thirty (30) days of the date
      the Administrator receives notice of the Executive's death. The
      Executive's Beneficiary may request to receive the unpaid balance of the
      Executive's Accrued Benefit Account in the form of a lump sum payment. If
      a lump sum payment is requested by the Beneficiary, payment of the balance
      of the Accrued Benefit Account in such lump sum form shall be made only if
      the Executive's Beneficiary (i) obtains Board of Director approval, and
      (ii) notifies the Administrator in writing of such election within ninety
      (90) days of the Executive's death. Such lump sum payment, if approved by
      the Board of Directors, shall be made within thirty (30) days of such
      Board of Director approval.

      (b) Alternative Payout Option.
          -------------------------
      (1) Executive Lives Until Benefit Age
          ---------------------------------
      If (i) after such termination, the Executive lives until attaining his
      Benefit Age, and (ii) the Executive has made a Timely Election to receive
      a lump sum benefit, this Subsection 5.1(b)(1) shall be controlling with
      respect to retirement benefits.

      The balance of the Retirement Income Trust Fund, measured as of the
      Executive's Benefit Age, shall be paid to the Executive in a lump sum on
      his Benefit Eligibility Date. In the event the Executive dies after
      becoming eligible for such payment (upon attainment of his Benefit Age),
      but before the actual payment is made, his Beneficiary shall be entitled
      to receive the lump sum benefit in accordance with this Subsection
      5.1(b)(1) within thirty (30) days of the date the Administrator receives
      notice of the Executive's death.

      The balance of the Executive's Accrued Benefit Account (if applicable),
      measured as of the Executive's Benefit Age, shall be paid to the Executive
      in a lump sum on his Benefit Eligibility Date. In the event the Executive
      dies after becoming eligible for such payment
<PAGE>

      (upon attainment of his Benefit Age), but before the actual payment is
      made, his Beneficiary shall be entitled to receive the lump sum benefit in
      accordance with this Subsection 5.1(b)(1) within thirty (30) days of the
      date the Administrator receives notice of the Executive's death.

      (2) Executive Dies Prior to Benefit Age
         ------------------------------------
      If (i) after such termination, the Executive dies prior to attaining his
      Benefit Age, and (ii) the Executive has made a Timely Election to receive
      a lump sum benefit, this Subsection 5.1(b)(2) shall be controlling with
      respect to pre-retirement death benefits.

      The balance of the Retirement Income Trust Fund, measured as of the date
      of the Executive's death, shall be paid to the Executive's Beneficiary
      within thirty (30) days of the date the Administrator receives notice of
      the Executive's death.

      The balance of the Executive's Accrued Benefit Account (if applicable),
      measured as of the date of the Executive's death, shall be paid to the
      Executive's Beneficiary within thirty (30) days of the date the
      Administrator receives notice of the Executive's death.

5.2   Termination For Cause.
      ---------------------
      If the Executive is terminated for Cause, all benefits under this
      Agreement, other than those which can be paid from previous Contributions
      to the Retirement Income Trust Fund (and earnings on such Contributions),
      shall be forfeited. Furthermore, no further Contributions (or Phantom
      Contributions, as applicable) shall be required of the Bank for the year
      in which such termination for Cause occurs (if not yet made). The
      Executive shall be entitled to receive a benefit in accordance with this
      Subsection 5.2.

The balance of the Executive's Retirement Income Trust Fund shall be paid to
      the Executive in a lump sum on his Benefit Eligibility Date. In the event
      the Executive dies prior to his Benefit Eligibility Date, his Beneficiary
      shall be entitled to receive the balance of the Executive's Retirement
      Income Trust Fund in a lump sum within thirty (30) days of the date the
      Administrator receives notice of the Executive's death.
<PAGE>

                                   SECTION VI
                                 OTHER BENEFITS
                                 --------------

6.1   (a) Disability Benefit.
          ------------------
      If the Executive's service is terminated prior to Early Retirement Age or
      Normal Retirement Age due to a disability which meets the criteria set
      forth below, the Executive may request to receive the Disability Benefit
      in lieu of the retirement benefit(s) available pursuant to Section 5.1
      (which is (are) not available prior to the Executive's Benefit Eligibility
      Date).

      In any instance in which: (i) it is determined by a duly licensed,
      independent physician selected by the Bank, that the Executive is no
      longer able, properly and satisfactorily, to perform his regular duties as
      an officer, because of ill health, accident, disability or general
      inability due to age, (ii) the Executive requests payment under this
      Subsection in lieu of Subsection 5.1, and (iii) Board of Director approval
      is obtained to allow payment under this Subsection, in lieu of Subsection
      5.1, the Executive shall be entitled to the following lump sum benefit(s).
      The lump sum benefit(s) to which the Executive is entitled shall include:
      (i) the balance of the Retirement Income Trust Fund, plus (ii) the balance
      of the Accrued Benefit Account (if applicable). The benefit(s) shall be
      paid within thirty (30) days following the date of the Executive's request
      for such benefit is approved by the Board of Directors. In the event the
      Executive dies after becoming eligible for such payment(s) but before the
      actual payment(s) is (are) made, his Beneficiary shall be entitled to
      receive the benefit(s) provided for in this Subsection 6.1(a) within
      thirty (30) days of the date the Administrator receives notice of the
      Executive's death.

      (b) Disability Benefit - Supplemental.
          ---------------------------------
      Furthermore, if Board of Director approval is obtained within thirty (30)
      days of the Executive's death, the Bank shall make a direct, lump sum
      payment to the Executive's Beneficiary in an amount equal to the sum of
      all remaining Contributions (or Phantom Contributions) set forth in
      Exhibit A, but not required pursuant to Subsection 2.1(b) (or 2.1(c)) due
      to the Executive's disability-related termination. Such lump sum payment,
      if approved by the Board of Directors, shall be payable to the Executive's
      Beneficiary within thirty (30) days of such Board of Director approval.

6.2   Additional Death Benefit - Burial Expense.
      -----------------------------------------
<PAGE>

      Upon the Executive's death, the Executive's Beneficiary shall also be
      entitled to receive a one-time lump sum death benefit in the amount of Ten
      Thousand Dollars ($10,000). This benefit shall be paid directly from the
      Bank to the Beneficiary and shall be provided specifically for the purpose
      of providing payment for burial and/or funeral expenses of the Executive.
      Such death benefit shall be payable within thirty (30) days of the date
      the Administrator receives notice of the Executive's death. The
      Executive's Beneficiary shall not be entitled to such benefit if the
      Executive is terminated for Cause prior to death.

                                   SECTION VII
                             BENEFICIARY DESIGNATION
                             -----------------------

      The Executive shall make an initial designation of primary and secondary
      Beneficiaries upon execution of this Agreement and shall have the right to
      change such designation, at any subsequent time, by submitting to (i) the
      Administrator, and (ii) the trustee of the Retirement Income Trust Fund,
      in substantially the form attached as Exhibit B to this Agreement, a
      written designation of primary and secondary Beneficiaries. Any
      Beneficiary designation made subsequent to execution of this Agreement
      shall become effective only when receipt thereof is acknowledged in
      writing by the Administrator.

                                  SECTION VIII
                                 NON-COMPETITION
                                 ---------------

8.1   Non-Competition During Employment.
      ---------------------------------
      In consideration of the agreements of the Bank contained herein and of the
      payments to be made by the Bank pursuant hereto, the Executive hereby
      agrees that, for as long as he remains employed by the Bank, he will
      devote substantially all of his time, skill, diligence and attention to
      the business of the Bank, and will not actively engage, either directly or
      indirectly, in any business or other activity which is, or may be deemed
      to be, in any way competitive with or adverse to the best interests of the
      business of the Bank, unless the Executive has the prior express written
      consent of the Bank.

8.2   Breach of Non-Competition Clause.
      --------------------------------
      (a) Continued Employment Following Breach.
          -------------------------------------
      In the event (i) any breach by the Executive of the agreements and
      covenants described in Subsection 8.1 occurs, and (ii) the Executive
      continues employment at the Bank following such breach, all further
      Contributions to the Retirement Income Trust Fund (or Phantom
      Contributions recorded in the Accrued Benefit Account) shall immediately
<PAGE>

      cease, and all benefits under this Agreement, other than those which can
      be paid from previous Contributions to the Retirement Income Trust Fund
      (and earnings on such Contributions), shall be forfeited. The Executive
      (or his Beneficiary) shall be entitled to receive a benefit from the
      Retirement Income Trust Fund in accordance with Subpart (1) or (2) below,
      as applicable.

      (1) Executive Lives Until Benefit Age
          ---------------------------------
      If, following such breach, the Executive lives until attaining his Benefit
      Age, he shall be entitled to receive a benefit from the Retirement Income
      Trust Fund in accordance with this Subsection 8.2(a)(1). The balance of
      the Retirement Income Trust Fund, measured as of the Executive's Benefit
      Age, shall be paid to the Executive in a lump sum on his Benefit
      Eligibility Date. In the event the Executive dies after attaining his
      Benefit Age but before actual payment is made, his Beneficiary shall be
      entitled to receive the lump sum benefit in accordance with this
      Subsection 8.2(a)(1) within thirty (30) days of the date of the
      Administrator receives notice of the Executive's death.

      (2) Executive Dies Prior to Benefit Age
          -----------------------------------
      If, following such breach, the Executive dies prior to attaining his
      Benefit Age, his Beneficiary shall be entitled to receive a benefit from
      the Retirement Income Trust Fund in accordance with this Subsection 8.2
      (a)(2). The balance of the Retirement Income Trust Fund, measured as of
      the date of the Executive's death, shall be paid to the Executive's
      Beneficiary in a lump sum within thirty (30) days of the date the
      Administrator receives notice of the Executive's death.
<PAGE>


      (b) Termination of Employment Following Breach.
          ------------------------------------------
      In the event (i) any breach by the Executive of the agreements and
      covenants described in Subsection 8.1 occurs, and (ii) the Executive's
      employment with the Bank is terminated due to such breach, such
      termination shall be deemed to be for Cause and the benefits payable to
      the Executive shall be paid in accordance with Subsection 5.2 of this
      Agreement.

8.3   Non-Competition Following Employment.
      ------------------------------------

      (a)  Executive Agrees Not to Compete
      The Executive expressly agrees that, as consideration for the covenants of
      the Bank contained herein and as a condition to the performance by the
      Bank of its obligations hereunder, from and after any voluntary or
      involuntary termination of service, other than a termination of service
      related to a Change in Control, and continuing throughout the Payout
      Period or, with respect to Section 8.3 (c), for two years following
      termination of employment, he will not without the prior written consent
      of the Bank, serve as an officer or director or employee of any bank
      holding company, bank, savings association or mortgage company with its
      principal office in Bergen County, New Jersey, and which offers products
      or services in Bergen County competing with those offered by the Holding
      Company or the Bank.

      (b)  Benefits Paid From Accrued Benefit Account.
           ------------------------------------------
      Executive understands and agrees that, following Executive's voluntary or
      involuntary termination of employment, the Bank's obligation, if any, to
      make payments to the Executive from the Accrued Benefit Account shall be
      conditioned on the Executive's forbearance from actively engaging, either
      directly or indirectly in any business or other activity which is, or may
      be deemed to be, in any way competitive with or adverse to the best
      interests of the Bank, unless the Executive has the prior written consent
      of the Bank. In the event of the Executive's breach of the covenants and
      agreements contained herein, further payments to the Executive from the
      Accrued Benefit Account, if any, shall cease and Executive's rights to
      amounts credited to the Accrued Benefit Account shall be forfeited.


      (c) Benefits Paid From Retirement Income Trust Fund.
          -----------------------------------------------
      Executive understands and agrees that Executive's violation of these
      provisions following a voluntary or involuntary termination of employment,
      other than a termination of
<PAGE>

      employment following a Change in Control, will cause irreparable harm to
      the Bank. In the event of Executive's violation of this Section 8.3 within
      three (3) years of such voluntary or involuntary termination of
      employment, Executive agrees to pay or cause the Retirement Income Trust
      Fund to pay to the Bank, as liquidated damages an amount equal to 10% of
      the after-tax contributions, which the Bank has made on Executive's behalf
      to the Retirement Income Trust Fund. Said liquidated damages payment shall
      be separate from, and in addition to, any amounts forfeited from the
      Accrued Benefit Account.

      (d) Change in Control.
          -----------------
      In the event of a Change in Control, this Section 8.3 shall be null and
      void.

                                   SECTION IX
                           EXECUTIVE'S RIGHT TO ASSETS
                           ---------------------------

      The rights of the Executive, any Beneficiary, or any other person claiming
      through the Executive under this Agreement, shall be solely those of an
      unsecured general creditor of the Bank. The Executive, the Beneficiary, or
      any other person claiming through the Executive, shall only have the right
      to receive from the Bank those payments or amounts so specified under this
      Agreement. The Executive agrees that he, his Beneficiary, or any other
      person claiming through him shall have no rights or interests whatsoever
      in any asset of the Bank, including any insurance policies or contracts
      which the Bank may possess or obtain to informally fund this Agreement.
      Any asset used or acquired by the Bank in connection with the liabilities
      it has assumed under this Agreement shall not be deemed to be held under
      any trust for the benefit of the Executive or his Beneficiaries, unless
      such asset is contained in the rabbi trust described in Section XII of
      this Agreement. Any such asset shall be and remain, a general, unpledged
      asset of the Bank in the event of the Bank's insolvency.

                                    SECTION X
                            RESTRICTIONS UPON FUNDING
                            -------------------------

      The Bank shall have no obligation to set aside, earmark or entrust any
      fund or money with which to pay its obligations under this Agreement,
      other than those Contributions required to be made to the Retirement
      Income Trust Fund. The Executive, his Beneficiaries or any successor in
      interest to him shall be and remain simply a general unsecured creditor of
      the Bank in the same manner as any other creditor having a general claim
      for matured and unpaid compensation. The Bank reserves the absolute right
      in its sole discretion to either purchase assets to meet its obligations
      undertaken by this Agreement or to refrain from the same and to determine
      the extent, nature, and method of such asset purchases. Should the Bank
      decide to purchase assets such as life insurance, mutual funds, disability
      policies or annuities, the Bank reserves the absolute right, in its sole
      discretion, to replace such assets from time to time or to terminate its
      investment in such assets at any time, in whole or in part. At no time
      shall the Executive be deemed to have any lien, right, title or interest
      in or to any specific investment or to any assets of the Bank. If the Bank
      elects to invest in a life insurance, disability or annuity policy upon
      the life of the Executive, then the Executive shall assist the Bank by
      freely submitting to a physical examination and by supplying such
      additional information necessary to obtain such insurance or annuities.

                                   SECTION XI
                                 ACT PROVISIONS
                                 --------------

11.1  Named Fiduciary and Administrator. The Bank, as Administrator, shall be
      the Named Fiduciary of this Agreement. As Administrator, the Bank shall be
      responsible for the management, control and administration of the
      Agreement as established herein. The Administrator may delegate to others
      certain aspects of the management and operational responsibilities of the
      Agreement, including the employment of advisors and the delegation of
      ministerial duties to qualified individuals.

11.2  Claims Procedure and Arbitration. In the event that benefits under this
      Agreement are not paid to the Executive (or to his Beneficiary in the case
      of the Executive's death) and such claimants feel they are entitled to
      receive such benefits, then a written claim must be made to the
      Administrator within sixty (60) days from the date payments are refused.
      The Administrator shall review the written claim and, if the claim is
      denied, in whole or
<PAGE>

      in part, it shall provide in writing, within ninety (90) days of receipt
      of such claim, its specific reasons for such denial, reference to the
      provisions of this Agreement upon which the denial is based, and any
      additional material or information necessary to perfect the claim. Such
      writing by the Administrator shall further indicate the additional steps
      which must be undertaken by claimants if an additional review of the claim
      denial is desired.

      If claimants desire a second review, they shall notify the Administrator
      in writing within sixty (60) days of the first claim denial. Claimants may
      review this Agreement or any documents relating thereto and submit any
      issues and comments, in writing, they may feel appropriate. In its sole
      discretion, the Administrator shall then review the second claim and
      provide a written decision within sixty (60) days of receipt of such
      claim. This decision shall state the specific reasons for the decision and
      shall include reference to specific provisions of this Agreement upon
      which the decision is based.

      If claimants continue to dispute the benefit denial based upon completed
      performance of this Plan and the Joinder Agreement or the meaning and
      effect of the terms and conditions thereof, then claimants may submit the
      dispute to mediation, administered by the American Arbitration Association
      ("AAA") (or a mediator selected by the parties) in accordance with the
      AAA's Commercial Mediation Rules. If mediation is not successful in
      resolving the dispute, it shall be settled by arbitration administered by
      the AAA under its Commercial Arbitration Rules, and judgment on the award
      rendered by the arbitrator(s) may be entered in any court having
      jurisdiction thereof.

                                   SECTION XII
                                  MISCELLANEOUS
                                  -------------

12.1  No Effect on Employment Rights. Nothing contained herein will confer upon
      the Executive the right to be retained in the service of the Bank nor
      limit the right of the Bank to discharge or otherwise deal with the
      Executive without regard to the existence of the Agreement.

12.2  State Law. The Agreement is established under, and will be construed
      according to, the laws of the state of New Jersey, to the extent such laws
      are not preempted by the Act and valid regulations published thereunder.
<PAGE>

12.3  Severability. In the event that any of the provisions of this Agreement or
      portion thereof, are held to be inoperative or invalid by any court of
      competent jurisdiction, then: (1) insofar as is reasonable, effect will be
      given to the intent manifested in the provisions held invalid or
      inoperative, and (2) the validity and enforceability of the remaining
      provisions will not be affected thereby.

12.4  Incapacity of Recipient. In the event the Executive is declared
      incompetent and a conservator or other person legally charged with the
      care of his person or Estate is appointed, any benefits under the
      Agreement to which such Executive is entitled shall be paid to such
      conservator or other person legally charged with the care of his person or
      Estate.

12.5  Unclaimed Benefit. The Executive shall keep the Bank informed of his
      current address and the current address of his Beneficiaries. The Bank
      shall not be obligated to search for the whereabouts of any person. If the
      location of the Executive is not made known to the Bank as of the date
      upon which any payment of any benefits from the Accrued Benefit Account
      may first be made, the Bank shall delay payment of the Executive's benefit
      payment(s) until the location of the Executive is made known to the Bank;
      however, the Bank shall only be obligated to hold such benefit payment(s)
      for the Executive until the expiration of thirty-six (36) months.

12.6  Limitations on Liability. Notwithstanding any of the preceding provisions
      of the Agreement, no individual acting as an employee or agent of the
      Bank, or as a member of the Board of Directors shall be personally liable
      to the Executive or any other person for any claim, loss, liability or
      expense incurred in connection with the Agreement.
<PAGE>

12.7  Gender. Whenever in this Agreement words are used in the masculine or
      neuter gender, they shall be read and construed as in the masculine,
      feminine or neuter gender, whenever they should so apply.

12.8  Effect on Other Corporate Benefit Agreements. Nothing contained in this
      Agreement shall affect the right of the Executive to participate in or be
      covered by any qualified or non-qualified pension, profit sharing, group,
      bonus or other supplemental compensation or fringe benefit agreement
      constituting a part of the Bank's existing or future compensation
      structure.

12.9  Suicide. Notwithstanding anything to the contrary in this Agreement, if
      the Executive's death results from suicide, whether sane or insane, within
      twenty-six (26) months after execution of this Agreement, all further
      Contributions to the Retirement Income Trust Fund (or Phantom
      Contributions recorded in the Accrued Benefit Account) shall thereupon
      cease, and no Contribution (or Phantom Contribution) shall be made by the
      Bank to the Retirement Income Trust Fund (or recorded in the Accrued
      Benefit Account) in the year such death resulting from suicide occurs (if
      not yet made). All benefits other than those available from previous
      Contributions to the Retirement Income Trust Fund under this Agreement
      shall be forfeited, and this Agreement shall become null and void. The
      balance of the Retirement Income Trust Fund, measured as of the
      Executive's date of death, shall be paid to the Beneficiary within thirty
      (30) days of the date the Administrator receives notice of the Executive's
      death.

12.10 Inurement. This Agreement shall be binding upon and shall inure to the
      benefit of the Bank, its successors and assigns, and the Executive, his
      successors, heirs, executors, administrators, and Beneficiaries.

12.11 Headings. Headings and sub-headings in this Agreement are inserted for
      reference and convenience only and shall not be deemed a part of this
      Agreement.

12.12 Establishment of a Rabbi Trust. The Bank shall establish a rabbi trust
      into which the Bank shall contribute assets which shall be held therein,
      subject to the claims of the Bank's creditors in the event of the Bank's
      "Insolvency" (as defined in such rabbi trust agreement), until the
      contributed assets are paid to the Executive and/or his Beneficiary in
      such manner and at such times as specified in this Agreement. It is the
      intention of the Bank that the contribution or contributions to the rabbi
      trust shall provide the Bank with a source of funds to assist it in
      meeting the liabilities of this Agreement.
<PAGE>

12.13 Source of Payments. All payments provided in this Agreement shall be
      timely paid in cash or check from the general funds of the Bank or the
      assets of the rabbi trust, to the extent made from the Accrued Benefit
      Account. The Holding Company, however guarantees payment and provision of
      all amounts and benefits due to the Executive from the Accrued Benefit
      Account or Contribution to the Retirement Income Trust Fund and, if such
      Contributions, amounts and benefits due from the Bank are not timely paid
      or provided by the Bank, such amounts and benefits shall be paid or
      provided by the Holding Company.

                                  SECTION XIII
                           AMENDMENT/PLAN TERMINATION
                           --------------------------

13.1  Amendment or Plan Termination. The Bank intends this Agreement to be
      permanent, and the Agreement may not be amended or terminated without the
      express written consent of the executives. Any amendment or termination of
      the Agreement shall be made pursuant to a resolution of the Board of
      Directors of the Bank and shall be effective as of the date of such
      resolution. No amendment or termination of the Agreement shall directly or
      indirectly deprive the Executive of all or any portion of the Executive's
      Retirement Income Trust Fund (and Accrued Benefit Account, if applicable)
      as of the effective date of the resolution amending or terminating the
      Agreement.

      Notwithstanding the above, if the Executive does not exercise any
      withdrawal rights pursuant to Subsection 2.2, and if at any time after the
      final Contribution is made to the Retirement Income Trust Fund the
      Executive elects to terminate the Retirement Income Trust Fund and receive
      a distribution of the assets of the Retirement Income Trust Fund, then
      upon such distribution this Agreement shall terminate.

13.2  Executive's Right to Payment Following Plan Termination. In the event of a
      termination of the Agreement, the Executive shall be entitled to the
      balance, if any, of his Retirement Income Trust Fund (and Accrued Benefit
      Account, if applicable). However, if such termination is done in
      anticipation of or pursuant to a "Change in Control," such balance(s)
      shall include the final Contribution (or final Phantom Contribution) made
      (or recorded) pursuant to Subsection 2.1(b)(2) (or 2.1(c)(2)). Payment of
      the balance(s) of the Executive's Retirement Income Trust Fund (and
      Accrued Benefit Account, if applicable) shall not be dependent upon his
      continuation of employment with the Bank following the termination date of
      the Agreement. Payment of the balance(s) of the
<PAGE>

      Executive's Retirement Income Trust Fund (and Accrued Benefit Account, if
      applicable) shall be made in a lump sum within thirty (30) days of the
      date of termination of the Agreement.

                                   SECTION XIV
                                    EXECUTION
                                    ---------

14.1  This Agreement and the George E. Irwin Grantor Trust Agreement set forth
      the entire understanding of the parties hereto with respect to the
      transactions contemplated hereby, and any previous agreements or
      understandings between the parties hereto regarding the subject matter
      hereof are merged into and superseded by this Agreement and the George E.
      Irwin Grantor Trust Agreement.
<PAGE>

14.2  This Agreement shall be executed in triplicate, each copy of which, when
      so executed and delivered, shall be an original, but all three copies
      shall together constitute one and the same instrument.

      IN WITNESS WHEREOF, the Bank, the Holding Company and the Executive have
caused this Agreement to be executed on the day and date first above written.

ATTEST:                                   GREAT FALLS BANK:


_______________________________           By:___________________________________
Secretary

                                             -----------------------------------
                                                (Title)




ATTEST:                                   GREATER COMMUNITY BANCORP:


__________________________                By:   ________________________________
Secretary
                                                --------------------------------
                                                (Title)




WITNESS:                                  EXECUTIVE:


_______________________________           ______________________________________

_______________________________________
<PAGE>


                            CONDITIONS, ASSUMPTIONS,
                                       AND
                   SCHEDULE OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS


1.    Interest Factor - for purposes of:

      a.    the Accrued Benefit Account - shall be seven percent (7%) per annum,
            compounded monthly.

      b.    the Retirement Income Trust Fund - for purposes of annuitizing the
            balance of the Retirement Income Trust Fund over the Payout Period,
            the trustee of the George E. Irwin Grantor Trust shall exercise
            discretion in selecting the appropriate rate given the nature of the
            investments contained in the Retirement Income Trust Fund and the
            expected return associated with the investments. For these purposes,
            if the trustee of the Retirement Income Trust Fund has purchased a
            life insurance policy, the trustee shall have the discretion to
            determine the portion of the cash value of such policy available for
            purposes of annuitizing the Retirement Income Trust Fund, in
            accordance with Section 2.3 of the Agreement.

2.    The amount of the annual Contributions (or Phantom Contributions) to the
      Retirement Income Trust Fund (or Accrued Benefit Account) has been based
      on the annual incremental accounting accruals which would be required of
      the Bank through the earlier of the Executive's death or Normal Retirement
      Age, (i) pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii)
      assuming a discount rate equal to seven percent (7%) per annum, in order
      to provide the unfunded, non-qualified Supplemental Retirement Income
      Benefit.

3.    Supplemental Retirement Income Benefit means an actuarially determined
      annual amount equal to Ninety-Eight Thousand Nine Hundred Thirteen Dollars
      ($98,913) at age 65 if paid entirely from the Accrued Benefit Account or
      Fifty-Nine Thousand Three Hundred and Forty-Eight Dollars ($59,348) at age
      65 if paid from the Retirement Income Trust Fund.

      The Supplemental Retirement Income Benefit:

            the definition of Supplemental Retirement Income Benefit has been
            incorporated into the Agreement for the sole purpose of actuarially
            establishing the amount of annual Contributions (or Phantom
            Contributions) to the Retirement Income Trust Fund (or Accrued
            Benefit Account) and is intended to be an amount equal to (a)
            seventy percent (70%) of the highest average salary received by the
            Executive during any three (3) consecutive calendar years less (b)
            the actual annual amount available to the Executive, on or after his
            Benefit Age, from Bank funding of the Bank's tax-qualified
            retirement plans. The amount of any actual retirement,
            pre-retirement or disability benefit payable pursuant to the
            Agreement will be a function of (i) the amount and timing of
            Contributions (or Phantom
<PAGE>

            Contributions) to the Retirement Income Trust Fund (or Accrued
            Benefit Account) and (ii) the actual investment experience of such
            Contributions (or the monthly compounding rate of Phantom
            Contributions).
                                    Exhibit A

<PAGE>


      4.    Schedule of Annual Gross Contributions/Phantom Contributions

            Plan Year                               Amount
            ---------                               ------
            1999                                $  47,572
            2000                                   54,451
            2001                                   62,074
            2002                                   70,516
            2003                                   79,854
            2004                                   90,173
            2005                                  101,567
            2006                                  114,137
            2007                                  127,993
            2008                                  143,256
            2009                                   78,190






                               Exhibit A - Cont'd.
<PAGE>

                        EXECUTIVE SUPPLEMENTAL RETIREMENT
                                INCOME AGREEMENT
                             BENEFICIARY DESIGNATION

      The Executive, under the terms of the Executive Supplemental Retirement
Income Agreement executed by the Bank, dated the 1st day of January, 1999,
hereby designates the following Beneficiary(ies) to receive any guaranteed
payments or death benefits under such Agreement, following his death:


PRIMARY BENEFICIARY:
SECONDARY BENEFICIARY:



      This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect.

      Such Beneficiary Designation is revocable.


DATE: ______________________, 19____


_________________________________              _________________________________
         (WITNESS)                                        EXECUTIVE

_________________________________
          (WITNESS)


                                    Exhibit B


                    EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
                  NOTICE OF ELECTION TO CHANGE FORM OF PAYMENT
<PAGE>

TO:   Bank
      Attention:

      I hereby give notice of my election to change the form of payment of my
Supplemental Retirement Income Benefit, as specified below. I understand that
such notice, in order to be effective, must be submitted in accordance with the
time requirements described in my Executive Supplemental Retirement Income
Agreement.

            I hereby elect to change the form of payment of my benefits from
            monthly installments throughout my Payout Period to a lump sum
            benefit payment.

            I hereby elect to change the form of payment of my benefits from a
            lump sum benefit payment to monthly installments throughout my
            Payout Period. Such election hereby revokes my previous notice of
            election to receive a lump sum form of benefit payments.


                                    _________________________________

                                    _________________________________

                                    Acknowledged
                                    By:


                                    Title:_________________________________

                                    _________________________________


                                    Exhibit C