ex10-5.htm


    
      

    

    Exhibit
      10.5

     

    
      


      


      BROOKLYN
        FEDERAL SAVINGS BANK

      SPLIT
        DOLLAR INSURANCE AGREEMENT

      


      ________________________________

      


      Amendment
        Number One

      ________________________________

      
 

      The
        Brooklyn Federal Savings Bank Split
        Dollar Insurance Agreement with Marilyn Alberici (“Employee”) dated as of
        November 3, 1994 (the “Agreement”) is hereby amended in accordance with the
        following, effective as of December 1, 2007:

      


      1.           The
        following paragraph is hereby added to the end of the definition of “Change in
        Control” in Section 1.A. of the Agreement, as follows:

       

      
 

      
        	 	
                “Notwithstanding
                  the foregoing, to the extent necessary in order to avoid taxes
                  and
                  penalties under Section 409A of the Internal Revenue Code of 1986,
‘Change
                  in Control’ shall mean (i) a change in ownership of the Corporation under
                  paragraph (a) below, or (ii) a change in effective control of the
                  Corporation under paragraph (b) below, or (iii) a change in the
                  ownership
                  of a substantial portion of the assets of the Corporation under
                  paragraph
                  (c) below:

              
	 	 	 
	 	
                (a)

              	
                Change
                  in the ownership of the Corporation.  A change in the ownership
                  of the Corporation shall occur on the date that any one person,
                  or more
                  than one person acting as a group (as defined in Treasury Regulation
                  Section 1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the
                  corporation that, together with stock held by such person or group,
                  constitutes more than 50 percent of the total fair market value
                  or total
                  voting power of the stock of such corporation.  However, if any
                  one person or more than one person acting as a group, is considered
                  to own
                  more than 50 percent of the total fair market value or total voting
                  power
                  of the stock of a corporation, the acquisition of additional stock
                  by the
                  same person or persons is not considered to cause a change in the
                  ownership of the corporation (or to cause a change in the effective
                  control of the corporation (within the meaning of paragraph (b)
                  below).  An increase in the percentage of stock owned by any one
                  person, or persons acting as a group, as a result of a transaction
                  in
                  which the corporation acquires its stock in exchange for property
                  will be
                  treated as an acquisition of stock for purposes of this
                  section.  This paragraph (a) applies only when there is a
                  transfer of stock of a corporation (or issuance of stock of a corporation)
                  and stock in such corporation remains outstanding after the
                  transaction.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                Change
                  in the effective control of the Corporation.  A change in the
                  effective control of the Corporation shall occur on the date that
                  either
                  (i) any one person, or more than one person acting as a group (as
                  defined
                  in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires
                  (or has
                  acquired during the 12-month period ending on the date of the most
                  recent
                  acquisition by such person or persons) ownership of stock of the
                  corporation possessing 30 percent or more of the total voting power
                  of the
                  stock of such corporation; or (ii) a majority of members of the
                  corporation’s board of directors is replaced during any 12-month period by
                  directors whose appointment or election is not endorsed by a majority
                  of
                  the members of the corporation’s board of directors prior to the date of
                  the appointment or election, provided that for purposes of this
                  paragraph
                  (b)(ii), the term corporation refers solely to a corporation for
                  which no
                  other corporation is a majority shareholder.  In the absence of
                  an event described in paragraph (i) or (ii), a change in the effective
                  control of a corporation will not have occurred.  If any one
                  person, or more than one person acting as a group, is considered
                  to
                  effectively control a corporation (within the meaning of this paragraph
                  (b)), the acquisition of additional control of the corporation
                  by the same
                  person or persons is not considered to cause a change in the effective
                  control of the corporation (or to cause a change in the ownership
                  of the
                  corporation within the meaning of paragraph (a)).  Persons will
                  not be considered to be acting as a group solely because they purchase
                  or
                  own stock of the same corporation at the same time, or as a result
                  of the
                  same public offering.

              
	 	 	 
	 	
                (c)

              	
                Change
                  in the ownership of a substantial portion of the Corporation’s
                  assets.  A change in the ownership of a substantial portion of
                  the Corporation’s assets shall occur on the date that any one person, or
                  more than one person acting as a group (as defined in Treasury
                  Regulation
                  Section 1.409A-3(i)(5)(vii)(C)), acquires (or has acquired during
                  the
                  12-month period ending on the date of the most recent acquisition
                  by such
                  person or persons) assets from the corporation that have a total
                  gross
                  fair market value equal to or more than 40% of the total gross
                  fair market
                  value of all of the assets of the corporation immediately prior
                  to such
                  acquisition or acquisitions.  For this purpose, gross fair
                  market value means the value of the assets of the corporation,
                  or the
                  value of the assets being disposed of, determined without regard
                  to any
                  liabilities associated with such assets.  There is no Change in
                  Control under this paragraph (c) when there is a transfer to an
                  entity
                  that is controlled by the shareholders of the transferring corporation
                  immediately after the transfer.”

              


      

       

      2.           The
        following sentence is hereby added to the end of the definition of “Disability”
in Section 1.C. of the Agreement, as follows:

      


      
        	 	
                “Notwithstanding
                  the foregoing, to the extent necessary in order to avoid taxes
                  and
                  penalties under Section 409A of the Internal Revenue Code of 1986,
                  ‘Disability’ shall mean anytime Employee (i) is unable to engage in any
                  substantial gainful activity by reason of any medically determinable
                  physical or mental impairment which can be expected to result in
                  death or
                  can be expected to last for a continuous period of not less than
                  12
                  months, or (ii) is, by reason of any medically determinable physical
                  or
                  mental impairment which can be expected to result in death or can
                  be
                  expected to last for a continuous period of not less than 12 months,
                  receiving income replacement benefits for a period of not less
                  than 3
                  months under an accident and health plan covering employees of
                  the
                  participant’s employer, or (iii) is determined to be totally disabled by
                  the Social Security
                  Administration.”

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, this Amendment Number One has been executed by the duly
        authorized officers of Brooklyn Federal Savings Bank as of the 4th day of
        December 2007.

       

      
 

      
        	 	 	BROOKLYN
                FEDERAL SAVINGS BANK	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/
                Angelo J. Di Lorenzo	 
	 	 	Its:	President
                and Chief Executive Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	EMPLOYEE	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/
                Marilyn Alberici	 
	 	 	 	Marilyn
                Alberici