ex10-2.htm


    
      

    

    Exhibit
      10.2

     

    
      EXECUTIVE
        SUPPLEMENTAL RETIREMENT

       

      INCOME
        AGREEMENT

       

      FOR

       

      RICHARD
        A. KIELTY

       

      BROOKLYN
        FEDERAL SAVINGS BANK

       

      Brooklyn,
        New York

       

      Initially
        Effective as of May 1, 2005

       

      Amended
        and restated Effective as of December 1, 2007

       

      EXECUTIVE
        SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      This
        Executive Supplemental Retirement Income Agreement (“Agreement”), which was
        initially effective as of the 1st day of May, 2005, by and between Brooklyn
        Federal Savings Bank, Brooklyn, New York, a stock savings bank organized
        and
        existing under the laws of the United States of America, hereinafter referred
        to
        as “Bank,” and Richard A. Kielty, a key employee and executive hereinafter
        referred to as “Executive,” is hereby amended and restated effective as of
        December 1, 2007, as provided herein.

       

      WITNESSETH:

       

      WHEREAS,
        Executive is employed by the Bank;

       

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

       

      WHEREAS,
        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 his
        retirement from active service with the Bank or other termination of his
        employment and wishes to provide his beneficiary with benefits from and after
        his death;

       

      WHEREAS,
        the Bank has adopted a program of deferred compensation for certain of its
        senior executives which program is evidenced by individual agreements, such
        as
        this one, between the Bank and each participating executive which agreements
        provide the terms and conditions upon which the Bank shall pay such additional
        compensation to each executive after his retirement or other termination
        of his
        employment and/or death benefits to his beneficiary after his
        death;

       

      WHEREAS,
        Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
        provides that certain nonqualified deferred compensation arrangements must
        comply with its terms and the final Treasury Regulations (defined herein)
        promulgated thereunder, or subject the recipients of such compensation to
        additional taxes and penalties;

       

      WHEREAS,
        the parties hereto intend that this Agreement be considered an unfunded
        arrangement, maintained primarily to provide supplemental retirement income
        for
        Executive, a member of a select group of management or highly compensated
        employee of the Bank for purposes of the Employee Retirement Income Security
        Act
        of 1974, as amended;

       

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

       

      WHEREAS,
        it is intended that the provisions of this Agreement shall supersede any
        prior
        agreements relating to the subject matter hereto.

       

      NOW,
        THEREFORE, in consideration of the mutual promises herein contained,
        the parties hereto agree as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
        I

       

      DEFINITIONS

       

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

       

      
        	 	
                1.1.

              	“Act”
                means the Employee Retirement Income Security Act of 1974, as it
                may be
                amended from time to time.
	 	 	 	 
	 	
                1.2.

              	“Actuarial
                Assumptions” shall mean, with respect to any form of benefit, the
                appropriate Actuarial Assumptions set forth on Schedule A, as changed
                from
                time to time, based on the recommendations of the Bank’s Benefits
                Consultants and approved by the Bank’s Board of Directors, and as attached
                hereto and made a part hereof.
	 	 	 	 
	 	
                1.3.

              	“Agreement”
                means this Executive Supplemental Retirement Income
                Agreement.
	 	 	 	 
	 	
                1.4.

              	“Annual
                Compensation” shall mean the sum of the base salary and bonus paid or
                attributable to Executive during the Plan Year, including amounts
                deferred
                at Executive’s election to any tax-qualified or non-qualified employee
                benefit plan of the Bank or Company.
	 	 	 	 
	 	
                1.5.

              	“Bank”
                means Brooklyn Federal Savings Bank and any successor
                thereto.
	 	 	 	 
	 	
                1.6.

              	“Beneficiary”
                means the person or persons designated by Executive, in writing on
                the
                attached Schedule A, from time to time, as the beneficiary to whom
                the
                deceased Executive’s account is payable. If no beneficiary is so
                designated, then Executive’s Spouse, if living, will be deemed the
                beneficiary. If Executive’s Spouse is not living, then the Children of
                Executive will be deemed the beneficiary. If there are no living
                Children,
                then the Estate of Executive will be deemed the beneficiary.
	 	 	 	 
	 	
                1.7.

              	“Benefits
                Consultants” shall mean MKA Executive and Professional Benefits, or such
                other professional consultants appointed to the position by the Board
                of
                Directors, from time to time.
	 	 	 	 
	 	
                1.8.

              	“Cause”
                means personal dishonesty, willful misconduct, willful malfeasance,
                breach
                of fiduciary duty involving personal profit, intentional failure
                to
                perform stated duties, willful violation of any law, rule, or regulation
                (other than traffic violations or similar offenses), final
                cease-and-desist order, material breach of any provision of this
                Agreement, or gross negligence in matters of material importance
                to the
                Bank.
	 	 	 	 
	 	
                1.9.

              	“Change
                in Control” of the Bank or the Company shall mean (i) a change in
                ownership of the Bank or Company under paragraph (a) below, or (ii)
                a
                change in effective control of the Bank or Company under paragraph
                (b)
                below, or (iii) a change in the ownership of a substantial portion
                of the
                assets of the Bank or Company under paragraph (c)
                below:


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                (a)

              	
                Change
                  in the ownership of the Bank or Company.  A change in the
                  ownership of the Bank or Company 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 Bank or Company.  A change in
                  the effective control of the Bank or Company 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.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                (c)

              	
                Change
                  in the ownership of a substantial portion of the Bank or Company’s
                  assets.  A change in the ownership of a substantial portion of
                  the Bank or Company’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.

              
	 	 	 	 
	 	 	
                (d)

              	
                Each
                  of the sub-paragraphs (a) through (c) of this Section 1.9 shall
                  be
                  construed and interpreted consistent with the requirements of Code
                  Section
                  409A and any Treasury Regulations or other guidance issued
                  thereunder.

              
	 	 	 	 
	 	
                1.10.

              	“Children”
                means Executive’s children, both natural and adopted, then living at the
                time payments are due the Children under this Agreement.
	 	 	 	 
	 	
                1.11.

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

              	“Company”
                means Brooklyn Federal Bancorp, Inc., a Federally chartered corporation
                which owns all of the issued and outstanding stock of the
                Bank.
	 	 	 	 
	 	
                1.13.

              	“Effective
                Date.”  The initial Effective Date of the Agreement was May 1,
                2005.  The Agreement is hereby amended and restated effective as
                of December 1, 2007 in order to conform to the Treasury Regulations
                under
                Code Section 409A.
	 	 	 	 
	 	
                1.14.

              	“Estate”
                means the estate of Executive.
	 	 	 	 
	 	
                1.15.

              	“Interest
                Factor” means six percent (6%) or such other rate as is set forth on
                Schedule A, from time to time.
	 	 	 	 
	 	
                1.16.

              	“Normal
                Retirement Date” means the first day of the month coincident with or next
                following the later of (i) Executive’s sixty-fifth (65th) birthday, or
                (ii) the date of Executive’s actual retirement.
	 	 	 	 
	 	
                1.17.

              	“Permanently
                and Totally Disabled” means Executive (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) has been determined to be totally
                disabled by the Social Security
                Administration.


      

       

      
        
          
          

        

        
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                1.18.

              	“Plan
                Year” means the calendar year.
	 	 	 	 
	 	
                1.19.

              	“Separation
                from Service” means the Executive’s death, retirement or other termination
                of employment with the Bank within the meaning of Code Section
                409A.  No Separation from Service shall be deemed to occur due
                to military leave, sick leave or other bona fide leave of absence
                if the
                period of such leave does not exceed six months or, if longer, so
                long as
                the Executive’s right to reemployment is provided by law or
                contract.  If the leave exceeds six months and the Executive’s
                right to reemployment is not provided by law or by contact, then
                the
                Executive shall have a Separation from Service on the first date
                immediately following such six-month period.
	 	 	 	 
	 	 	Whether
                a termination of employment has occurred is determined based on whether
                the facts and circumstances indicate that the Bank and Executive
                reasonably anticipated that no further services would be performed
                after a
                certain date or that the level of bona fide services the Executive
                would
                perform after such date (whether as an employee or as an independent
                contractor) would permanently decrease to no more than 49% of the
                average
                level of bona fide services performed over the immediately preceding
                36
                months (or such lesser period of time in which the Executive has
                provided
                services for the Bank).  The determination of whether the
                Executive has a Separation from Service shall be made by applying
                the
                presumptions set forth in the Treasury Regulations under Code Section
                409A.
	 	 	 	 
	 	
                1.20.

              	“Specified
                Employee” means with respect to a publicly traded company, an employee of
                the Bank or Company who is also a “key employee” as such term is defined
                in Section 416(i) of the Code, without regard to paragraph 5
                thereof.
	 	 	 	 
	 	
                1.21.

              	“Spouse”
                means the individual to whom Executive is legally married at the
                time of
                Executive’s death.
	 	 	 	 
	 	
                1.22.

              	“Supplemental
                Disability Benefit” shall mean the benefit payable to Executive pursuant
                to Section 3.2 hereof in the event he becomes Permanently and Totally
                Disabled prior to his Normal Retirement Date.
	 	 	 	 
	 	
                1.23.

              	“Supplemental
                Retirement Income Benefit” means an annual retirement benefit equal to (a)
                sixty percent (60%) times the highest of Executive’s average Annual
                Compensation over any consecutive thirty-six (36) month period during
                the
                last ten (10) years prior to retirement, reduced by (b) the sum of
                (i) the
                annuitized value (calculated using the Interest Factor and appropriate
                Actuarial Assumptions) of Executive’s retirement benefits under the Bank’s
                Money Purchase Pension Plan payable in the form of a single life
                annuity
                for Executive’s life with two hundred forty (240) monthly payments
                guaranteed; (ii) the annuitized value (calculated using the Interest
                Factor and the appropriate Actuarial Assumptions) of the annual benefit
                to
                Executive commencing at the Normal Retirement Date, and attributable
                to
                employer contributions to the Bank’s tax-qualified 401(k) plan, payable in
                the form of a single life annuity for Executive’s life, with two hundred
                forty (240) monthly payments guaranteed; and (iii) the annuitized
                value
                (calculated using the Interest Factor and appropriate Actuarial
                Assumptions) of Executive’s annual Social Security retirement benefits
                commencing at the Normal Retirement Date.  Notwithstanding the
                foregoing, Executive may elect on optional form of distribution of
                his
                Supplemental Retirement Income Benefit, provided that such optional
                form
                of distribution is the actuarial equivalent of the regular form of
                Supplemental Retirement Income Benefit.


      

       

      
        
          
          

        

        
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                1.24.

              	“Survivor’s
                Benefit” means the benefit provided under Section 2.1 to Executive’s
                Beneficiary if Executive dies while in active employment of the
                Bank.  The Survivor’s Benefit shall be equal in amount to the
                Supplemental Retirement Income Benefit payable to Executive if Executive
                had lived until his Normal Retirement Date, terminated employment
                on such
                date and commenced receiving the Supplemental Retirement Income Benefit
                at
                that time.  For purposes of these calculations, Executive’s
                Annual Compensation shall be deemed to increase at the rate of five
                percent (5%) per year to age 65 at the customary time of such normal
                annual increase.  In addition, for purposes of calculating the
                Survivor’s Benefit payable hereunder, the Bank’s contributions to (i) the
                Money Purchase Pension Plan, (ii) the 401(k) Plan, and (iii) the
                employer’s portion of Social Security shall be deemed to continue until
                Executive’s Normal Retirement Date at the same rate as was contributed on
                behalf of Executive in Executive’s last full year of employment prior to
                his death.
	 	 	 	 
	 	
                1.25.

              	“Treasury
                Regulations” means the Treasury regulations and other rules, regulations
                or authority promulgated under Code Section
                409A.


      

       

      SECTION
        II

       

      PRE
        RETIREMENT AND POST RETIREMENT DEATH BENEFITS

       

      2.1           Death
        Prior to Termination of Employment.  If Executive dies prior to
        termination of employment with the Bank or after termination of employment
        with
        the Bank but prior to the payment of any portion of the Supplemental Retirement
        Income Benefit, Executive’s Beneficiary shall be entitled to the Survivor’s
        Benefit. Such benefit shall be paid monthly in two hundred forty (240) equal
        installments.  The first installment shall begin within thirty (30)
        days after the Bank is notified of the date of death of Executive.

       

      2.2           Death
        Subsequent to Retirement.  In the event of the Executive’s death
        while receiving monthly benefits under this Agreement, but prior to receiving
        two hundred forty (240) monthly payments, the unpaid balance of such monthly
        payments shall continue to be paid monthly to Executive’s
        Beneficiary.

       

      
        
          
          

        

        
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      SECTION
        III

       

      SUPPLEMENTAL
        RETIREMENT INCOME BENEFIT

      AND
        OTHER BENEFITS

       

      3.1           Normal
        Retirement Benefit.  Upon Executive’s termination of employment
        due to retirement coincident with or following his Normal Retirement Date,
        the
        Bank shall commence payments of the Supplemental Retirement Income
        Benefit.  Such payments shall commence the first day of the month next
        following Executive’s termination of employment and, except as otherwise
        provided in Section 3.6, shall be payable monthly thereafter for two hundred
        forty (240) months or Executive’s life, whichever is longer.  If the
        Executive is a Specified Employee and the termination is deemed to be a
        Separation from Service, then such payments shall commence the first day
        of the
        seventh month next following Executive’s Separation from Service, with the first
        six payments accumulated and paid in the seventh month, and the remaining
        payments payable monthly thereafter for two hundred thirty-four (234) months
        or
        Executive’s life, whichever is longer.

      


      3.2           Disability.  If
        Executive becomes Permanently and Totally Disabled prior to reaching his
        Normal
        Retirement Date, while covered by the provisions of this Agreement, Executive
        shall be entitled to a Supplemental Disability Benefit commencing within
        thirty
        (30) days after a determination by the Board of Directors that the Executive
        is
        Permanently and Totally Disabled.  Except as otherwise provided in
        Section 3.6, the Supplemental Disability Benefit shall be payable monthly
        thereafter for two hundred forty (240) months or Executive’s lifetime, whichever
        is longer. The Supplemental Disability Benefit shall be equal to the
        Supplemental Retirement Income Benefit (“SRIB”) reduced by three percent (3%)
        for each twelve month period (or part thereof) that such Disability Benefits
        commence prior to Executive’s 65th birthday, as set forth below:

       

      
        	
                Period
                  Commencing

              	
              
	
                at
                  Age

              	
                %
                  of SRIB

              
	
                60

              	
                85%

              
	
                61

              	
                88%

              
	
                62

              	
                91%

              
	
                63

              	
                94%

              
	
                64

              	
                97%

              


      

       

                                     

      


      For
        these
        purposes, the Supplemental Retirement Income Benefit shall be equal to the
        applicable percentage of the amount payable to Executive as if Executive
        had
        worked until his Normal Retirement Date and commenced receiving the Supplemental
        Retirement Income Benefit at that time.  For purposes of these
        calculations, Executive’s Annual Compensation shall be deemed to increase at the
        rate of five percent (5%) per year to age 65 at the customary time of such
        normal annual increase.  In addition, for purposes of this
        calculation, the Bank’s contributions to (i) the Money Purchase Pension Plan,
        (ii) the 401(k) Plan, and (iii) the employer’s portion of Social Security shall
        be deemed to continue at the same rate until Executive’s Normal Retirement Date
        as was contributed on behalf of Executive in Executive’s last full year of
        employment prior to his termination of service due to becoming Permanently
        and
        Totally Disabled.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      In
        the
        event Executive dies at any time after termination of employment due to his
        becoming Permanently and Totally Disabled but prior to commencement or
        completion of two hundred forty (240) monthly payments, the Bank shall pay
        to
        Executive’s Beneficiary a continuation of the monthly installments for the
        remainder of the two hundred forty (240) month period.

      


      3.3           Change
        in Control Benefit.  If a Change in Control occurs prior to the
        Executive reaching his 65th birthday,
        Executive shall be entitled to a Change in Control benefit (the “Change in
        Control Benefit”) commencing within thirty (30) days after the effective date of
        such Change in Control and, except as otherwise provided in Section 3.6,
        which
        shall be payable monthly thereafter for two hundred forty (240) months or
        Executive’s life, whichever is longer.  The Change in Control Benefit
        shall be equal to the Supplemental Retirement Income Benefit (“SRIB”) reduced by
        three percent (3%) for each twelve month period (or part thereof) that such
        Change in Control Benefit commences prior to Executive’s 65th birthday,
        as set
        forth in the example below:

       

      
        
          	
                  Period
                    Commencing

                	
                
	
                  at
                    Age

                	
                  %
                    of SRIB

                
	
                  60

                	
                  85%

                
	
                  61

                	
                  88%

                
	
                  62

                	
                  91%

                
	
                  63

                	
                  94%

                
	
                  64

                	
                  97%

                


        

         

      

      For
        these
        purposes, the Supplemental Retirement Income Benefit shall be equal to the
        applicable percentage of the amount payable to Executive as if Executive
        had
        worked until his 65th birthday
        and
        commenced receiving the Supplemental Retirement Income Benefit at that
        time.  For purposes of these calculations, Executive’s Annual
        Compensation shall be deemed to increase at the rate of five percent (5%)
        per
        year to age 65 at the customary time of such normal annual
        increase.  In addition, for purposes of this calculation, the Bank’s
        contributions to (i) the Money Purchase Pension Plan, (ii) the 401(k) Plan,
        and
        (iii) the employer’s portion of Social Security shall be deemed to continue at
        the same rate until Executive’s 65th birthday
        as was
        contributed on behalf of Executive in Executive’s last full year of employment
        prior to the effective date of the Change in Control.

      


      In
        the
        event Executive dies at any time after the Change in Control, but prior to
        commencement or completion of two hundred forty (240) monthly payments, the
        Bank
        shall pay to Executive’s Beneficiary a continuation of the monthly installments
        for the remainder of the two hundred forty (240) month period.

      


      3.4           Termination
        of Employment Before Normal Retirement Date.  In the event of
        Executive’s termination of employment prior to Normal Retirement Date for
        reasons other than death, Disability or a Change in Control, Executive shall
        be
        entitled to the amount accrued for Executive on the books and records of
        the
        Bank (“Accrued Benefit”).  Except as otherwise provided in Section
        3.6, such Accrued Benefit shall be annuitized using the Interest Factor and,
        paid in monthly installments over a twenty (20) year period, commencing within
        thirty (30) days of Executive’s termination of employment; provided, however, if
        Executive is a Specified Employee, such payments shall commence on the first
        day
        of the seventh month next following Executive’s Separation from Service, with
        the first six payments accumulated and paid in the seventh month, and the
        remaining payments payable monthly thereafter for two hundred thirty-four
        (234)
        months or Executive’s life, whichever is longer.

       

      
        
          
          

        

        
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      3.5           Change
        of Election to Delay Payment.  In the event Executive desires to
        delay the payment commencement date of his Supplemental Retirement Income
        Benefit, Executive may file an election with the Bank to delay the payment
        commencement date, provided that (i) the election must be filed at
        least 12 months prior to its becoming effective, (ii) if Executive becomes
        entitled to a payment during such 12 month period, the payment election form
        shall be ignored and distribution of the Supplemental Retirement Income Benefit
        shall commence under the Agreement in accordance with its original payment
        schedule, and (iii) except with respect to distributions due to death or
        becoming Permanently and Totally Disabled, the election must delay the first
        payment with respect to such election for a period of not less than 5 years
        from
        the date the payment would otherwise have been made.

      


      3.6           Optional
        Distribution Elections.  Notwithstanding the foregoing, Executive
        may elect to receive his Supplemental Retirement Income Benefit in an optional
        form of benefit that is the actuarial equivalent of the normal form of benefit
        (e.g., monthly payments for the longer of two hundred forty (240) months
        or
        Executive’s lifetime), by completing the Transition Year Election Form attached
        hereto as Exhibit B. Such election, if made, must be completed prior to December
        31, 2008, provided, however, that  (i) Executive may not make an
        election during 2007 to cause a payment to be made during 2007, or to otherwise
        delay a payment that is scheduled to be made during 2007, and (ii) Executive
        may
        not make an election during 2008 to cause a payment to be made during 2008,
        or
        to otherwise delay a payment that is scheduled to be made during
        2008.

      


      SECTION
        IV

       

      EXECUTIVE’S
        RIGHT TO ASSETS

       

      The
        rights of Executive, any Beneficiary of Executive, or any other person claiming
        through Executive under this Agreement, shall be solely those of an unsecured
        general creditor of the Bank. Executive, the Beneficiary of Executive, or
        any
        other person claiming through Executive, shall only have the right to receive
        from the Bank those payments as specified under this Agreement. 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, except as expressly provided,
        shall not be deemed to be held under any trust for the benefit of Executive
        or
        his Beneficiaries, nor shall it be considered security for the performance
        of
        the obligations of the Bank. It shall be, and remain, a general, unpledged,
        and
        unrestricted asset of the Bank.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      SECTION
        V

       

      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. Executive, his Beneficiaries
        or any successor in interest to him shall be and remain simply a general
        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,
        at its sole discretion, to either fund the obligations undertaken by this
        Agreement or to refrain from funding the same and to determine the extent,
        nature, and method of such informal funding. Should the Bank elect to fund
        this
        Agreement, in whole or in part, through the purchase of life insurance,
        disability policies or annuities, the Bank reserves the absolute right, in
        its
        sole discretion, to terminate such funding at any time, in whole or in part.
        At
        no time shall Executive be deemed to have any lien nor right, title or interest
        in or to any specific funding 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 Executive, then Executive shall assist the Bank by freely submitting
        to
        a physical examination and supplying such additional information necessary
        to
        obtain such insurance or annuities.

       

      SECTION
        VI

       

      ALIENABILITY
        AND ASSIGNMENT PROHIBITION

       

      Neither
        Executive nor any Beneficiary under this Agreement shall have any power or
        right
        to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
        otherwise encumber in advance any of the benefits payable hereunder, nor
        shall
        any of said benefits be subject to seizure for the payment of any debts,
        judgments, alimony or separate maintenance owed by Executive or his Beneficiary,
        nor be transferable by operation of law in the event of bankruptcy, insolvency
        or otherwise. In the event Executive or any Beneficiary attempts assignment,
        communication, hypothecation, transfer or disposal of the benefits hereunder,
        the Bank’s liabilities shall forthwith cease and terminate.

       

      SECTION
        VII

       

      TERMINATION
        OF EMPLOYMENT FOR CAUSE

       

      Should
        Executive be terminated for Cause, all benefits under this Agreement shall
        be
        forfeited and this Agreement shall become null and void.

       

      SECTION
        VIII

       

      ACT
        PROVISIONS

       

      8.1.           Named
        Fiduciary and Administrator. The Bank shall be the named fiduciary and
        administrator 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.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      8.2.           Claims
        Procedure and Arbitration.  In the event that benefits under this
        Agreement are not paid to Executive (or to his Beneficiary in the case of
        Executive’s death) and such claimants feel they are entitled to receive such
        benefits, then a written claim must be made to the administrator named above
        within thirty (30) days from the date payments are refused. The administrator
        and its Board of Directors shall review the written claim and, if the claim
        is
        denied, in whole or in part, they shall provide in writing within thirty
        (30)
        days of receipt of such claim their 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 written
        notice shall further indicate the additional steps to be taken by claimants
        if a
        further review of the claim denial is desired.

       

      8.3.           If
        claimants desire a second review, they shall notify the administrator in
        writing
        within thirty (30) days of the first claim denial. Claimants may review the
        Agreement or any documents relating thereto and submit any issues, in writing,
        and comments they may feel appropriate. In its sole discretion, the
        administrator shall then review the second claim and provide a written decision
        within thirty (30) days of receipt of such claim. This decision shall likewise
        state the specific reasons for the decision and shall include reference to
        specific provisions of the Agreement upon which the decision is
        based.

       

      8.4.           If
        claimants continue to dispute the benefit denial based upon completed
        performance of the 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.  If it is finally
        determined that Executive  (or his Beneficiary) is entitled to the
        benefits set forth under this Agreement, then all amounts that Executive
        (or his
        Beneficiary) would have received up to the time of such final determination
        shall be paid to Executive (or his Beneficiary) with interest (calculated
        using
        the Interest Factor) within thirty (30) days after such final
        determination.

       

      8.5.           Where
        a dispute arises as to the Bank’s discharge of Executive for Cause, such dispute
        shall likewise be submitted to arbitration as above described and the parties
        hereto agree to be bound by the decision thereunder.

       

      8.6.           All
        reasonable legal fees paid or incurred by Executive pursuant to any dispute
        or
        questions of interpretation relating to this Agreement shall be paid or
        reimbursed by the Bank, provided that the dispute or interpretation has been
        settled by executive and the Bank or resolved in Executive’s
        favor.  To the extent necessary to avoid additional taxes and
        penalties under Code Section 409A, such reimbursement shall be made not later
        than two and one-half months following the resolution of such
        matters.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      SECTION
        IX

       

      MISCELLANEOUS

       

      9.1           No
        Effect on Employment Rights.  Nothing contained herein shall
        confer upon 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 Executive
        without regard to the existence of this Agreement.

       

      9.2           Disclosure.  Executive
        shall receive a copy of his Agreement and the administrator will make available,
        upon request, a copy of any rules and regulations that govern this
        Agreement.

       

      9.3           Governing
        Law.  The Agreement is established under, and will be construed
        according to, the laws of the State of New York, to the extent that such
        laws
        are not preempted by the Act and valid regulations published
        thereunder.

       

      9.4           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.

       

      9.5           Incapacity
        of Recipient.  In the event Executive is declared incompetent and
        a conservator or other person legally charged with the care of his person
        or of
        his 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 his Estate. Except as provided above
        in
        this paragraph, when the Bank’s Board of Directors in its sole discretion,
        determines that an Executive is unable to manage his financial affairs, the
        Board may direct the Bank to make distributions to any person for the benefit
        of
        such Executive.

       

      9.6           Unclaimed
        Benefit.  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 Executive is not made known to the Bank within three years after
        the
        date on which any payment of Executive’s Supplemental Retirement Income Benefit
        may be made, payment may be made as though Executive had died at the end
        of the
        three-year period. If, within one additional year after such three-year period
        has elapsed, or, within three years after the actual death of Executive,
        the
        Bank is unable to locate any Beneficiary of Executive, then the Bank may
        fully
        discharge its obligation by payment to the Estate.

       

      9.7           Limitations
        on Liability.  Notwithstanding any of the preceding provisions of
        the Agreement, neither the Bank, nor any individual acting as an employee
        or
        agent of the Bank or as a member of the Board of Directors shall be liable
        to
        Executive, former Executive, or any other person for any claim, loss, liability
        or expense incurred in connection with the Agreement.

       

      9.8           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

          
            

          

        

        
          
          

        

      

       

      9.9           Affect
        on Other Corporate Benefit Agreements.  Nothing contained in this
        Agreement shall affect the right of 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.

       

      9.10           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.

       

      9.11           Establishment
        of Rabbi Trust.  The Bank may, but is not obligated to, establish
        a rabbi trust into which the Bank may 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 the agreement which establishes such rabbi
        trust, until the contributed assets are paid to Executives and their
        Beneficiaries in such manner and at such times as specified in this
        Agreement.  In the event a rabbi trust is established, it is the
        intention of the Bank to make contributions to the rabbi trust to provide
        the
        Bank with a source of funds to assist it in meeting the liabilities of this
        Agreement.  The rabbi trust and any assets held therein shall conform
        to the terms of the rabbi trust agreement which has been established in
        conjunction with this Agreement.  To the extent the language in this
        Agreement is modified by the language in the rabbi trust agreement, the rabbi
        trust agreement shall supersede this Agreement.  Any contributions to
        the rabbi trust shall be made during each Plan Year in accordance with the
        rabbi
        trust agreement.  The amount of such contribution(s) shall be equal to
        the full present value of all benefit accruals under this Agreement, if any,
        less:  (i) previous contributions made on behalf of Executive to the
        rabbi trust, and (ii) earnings to date on all such previous
        contributions.

       

      9.12           Tax
        Withholding.  Any distribution under this Agreement shall be
        reduced by the amount of any taxes required to be withheld from such
        distribution.  This Agreement shall permit the acceleration of the
        time or schedule of a payment to pay employment-related taxes as permitted
        under
        Treasury Regulations Section 1.409A-3(j) or to pay any taxes that may become
        due
        at any time that the arrangement fails to meet the requirements of Code Section
        409A and the Treasury Regulations and other guidance promulgated
        thereunder.  In the latter case, such payments shall not exceed the
        amount required to be included in income as the result of the failure to
        comply
        with the requirements of Code Section 409A.

       

      9.13           Acceleration
        of Payments.  Except as specifically permitted herein or in other
        sections of this Agreement, no acceleration of the time or schedule of any
        payment may be made hereunder.  Notwithstanding the foregoing,
        payments may be accelerated hereunder by the Bank, in accordance with the
        provisions of Treasury Regulation Section 1.409A-3(j)(4) and any subsequent
        guidance issued by the United States Treasury
        Department.  Accordingly, payments may be accelerated, in accordance
        with requirements and conditions of the Treasury Regulations (or subsequent
        guidance) in the following circumstances: (i) as a result of certain domestic
        relations orders; (ii) in compliance with ethics agreements with the Federal
        government; (iii) in compliance with ethics laws or conflicts of interest
        laws;
        (iv) in limited cash-outs (but not in excess of the limit under Code Section
        402(g)(1)(B)); (v) in the case of certain distributions to avoid a
        non-allocation year under Code Section 409(p); (vi) to apply certain offsets
        in
        satisfaction of a debt of the Executive to the Bank; (vii) in satisfaction
        of
        certain bona fide disputes between the Executive and the Bank; or (viii)
        for any
        other purpose set forth in the Treasury Regulations and subsequent
        guidance.

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      SECTION
        X

       

      NON-COMPETITION
        AFTER NORMAL RETIREMENT

       

      10.1           Non-Compete
        Clause.  Except as stated in the second paragraph of this
        subsection, Executive expressly agrees that, as consideration for the agreements
        of the Bank contained herein and as a condition to the performance by the
        Bank
        of its obligations hereunder, for eighteen (18) months following termination
        of
        Executive’s employment, other than a termination of employment following a
        Change in Control, Executive will not, without the prior written consent
        of the
        Bank, engage in or become interested, directly or indirectly, as a sole
        proprietor, as a partner in a partnership, or as a substantial shareholder
        in a
        corporation, nor become associated with, in the capacity of an employee,
        director, officer, principal, agent, trustee or in any other capacity
        whatsoever, any enterprise conducted in any city, town or county in which
        the
        Bank maintains an office at the time of Executive’s termination of employment,
        which enterprise is, or may deemed to be, competitive with any business carried
        on by the Bank as of the date of the termination of Executive’s employment or
        his retirement.

       

      10.2           Benefits
        Following a Change in Control.  In the event of a Change in
        Control, Executive shall be entitled to the benefit hereunder whether or
        not he
        enters into an arrangement that is deemed to be competitive with the
        Bank.

       

      10.3           Breach.  In
        the event of any breach by Executive of the agreements and covenants contained
        herein, the Board of Directors of the Bank shall direct that any unpaid balance
        of any payments to Executive under this Agreement be suspended, and shall
        thereupon notify Executive of such suspensions, in writing. Thereupon, if
        the
        Board of Directors of the Bank shall determine that said breach by Executive
        has
        continued for a period of six (6) months following notification of such
        suspension, all rights of Executive and his Beneficiaries under this Agreement,
        including rights to further payments hereunder, shall thereupon
        terminate.  If, however, Executive cures such breach in all material
        respects within ninety (90) days of the termination of Executive’s (and his
        Beneficiaries’) rights under the Agreement, or if it is later determined by the
        Bank’s Board of Directors that no breach had, in fact, occurred, then all of
        Executive’s (and his Beneficiaries’) rights under the Agreement will be
        immediately restored, and benefit payments, if they had begun prior to the
        breach (or the action erroneously determined to be a breach), shall recommence
        at the next ordinarily scheduled payment date.  The first benefit
        payment after recommencement shall be in an amount sufficient to place the
        Executive in the position, with respect to the payment of his benefits under
        the
        Agreement, in which he would have been but for the suspension of his rights
        due
        to the Board’s determination that Executive had breached the
        Agreement.

      


      SECTION
        XI

       

      AMENDMENT,
        REVOCATION OR TERMINATION

       

      This
        Agreement shall not be amended, modified, or revoked at any time, in whole
        or
        part, without the mutual written consent of Executive and the Bank, and such
        mutual consent shall be required even if Executive is no longer employed
        by the
        Bank.  In the event that any of the provisions of this Agreement or
        portion hereof, are held to be inoperative or invalid by any court of
        competent

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      jurisdiction,
        or in the event that any legislation, regulation, or rule adopted by any
        governmental body having jurisdiction over the Bank, including, but not limited
        to the Office of Thrift Supervision and the Internal Revenue Service, would
        be
        retroactively applied to invalidate this Agreement or any provision hereof
        or
        cause the benefits hereunder to be taxable, 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.  In the event that the intent of any
        provision shall need to be construed in a manner to avoid taxability, such
        construction shall be made by the Bank, as administrator of the Agreement,
        in a
        manner that would manifest to the maximum extent possible the original meaning
        of such provisions.  Notwithstanding anything to the contrary herein,
        in the event of a Change in Control, the Bank may terminate the Agreement
        by
        irrevocable action of the Bank’s Board of Directors taken within thirty (30)
        days preceding, but not following, the Change in Control, provided that (i)
        all
        agreements, methods, programs and other arrangements sponsored by the Bank
        immediately after the Change in Control with respect to which deferrals of
        compensation are treated as having been deferred under a single plan pursuant
        to
        Treasury Regulations Section 1.409A-1(c)(2), are terminated and liquidated
        with
        respect to each Executive that experienced such Change in Control, and (ii)
        all
        accrued benefits payable hereunder are paid to each affected Executive within
        twelve months of the Agreement’s termination.

       

      SECTION
        XII

       

      COMPLIANCE
        WITH CODE SECTION 409A

       

      This
        Agreement has been amended following the enactment of Code Section 409A and
        is
        intended to be construed consistent with the requirements of that Section,
        the
        Treasury Regulations and other guidance issued thereunder.  If any
        provision of the Agreement shall be determined to be inconsistent therewith
        for
        any reason, then the Agreement shall be construed, to the maximum extent
        possible, to give effect to such provision in a manner consistent with Code
        Section 409A, and if such construction is not possible, as if such provision
        had
        never been included.  In the event that any of the provisions of the
        Agreement or portion thereof are held to be inoperative or invalid by any
        court
        of competent jurisdiction, then (i) insofar as is reasonable, effect will
        be
        given to the intent manifested in the provisions held to be inoperative,
        and
        (ii) the invalidity and enforceability of the remaining provisions will not
        be
        affected thereby.

       

      SECTION
        XIII

       

      EXECUTION

       

      13.1           This
        Agreement sets 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.

       

      13.2           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.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed
        as of the 4th day of December, 2007.

       

      
        	 	 	EXECUTIVE	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	/s/
                Richard A. Kielty	 
	Dated:
                December 4, 2007	 	Richard
                A. Kielty	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	BROOKLYN
                FEDERAL SAVINGS BANK	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/
                John A. Loconsolo	 
	 	 	 	John
                A. Loconsolo	 
	 	 	 	Title:
                Chairman	 


      

       

       

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

                                                 

      SCHEDULE
        A

       

      ACTUARIAL
        ASSUMPTIONS

       

      


       

      
        	Interest
                Factor:	6%
	 	 
	Actuarial
                Table:	1983
                Individual Annuity Mortality


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      EXECUTIVE
        SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

       

      BENEFICIARY
        DESIGNATION

       

      Executive,
        RICHARD A. KIELTY, under the terms of a certain Executive Supplemental
        Retirement Income Agreement by and between him and Brooklyn Federal Savings
        Bank, Brooklyn, New York, amended and restated effective ___________ 2007,
        hereby designates the following Beneficiary 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.

       

      This
        Beneficiary Designation is revocable by Executive at any time for any
        reason.    To the extent Executive desires to change the
        individual(s) designated as beneficiary (ies) herein, Executive shall have
        the
        right to execute a new Beneficiary Designation that will effectively revoke
        this
        Beneficiary Designation.

       

      DATE:
        __________________, 20___

      


      


      


      
        	 	 	 
	
                (WITNESS)

              	 	
                (EXECUTIVE
                  – Print Name)

              
	 	 	 
	 	 	 
	
                (WITNESS)

              	 	
                (EXECUTIVE
                  – Signature)

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        B

      


      EXECUTIVE
        SUPPLEMENTAL RETIREMENT INCOME AGREEMENT

      FOR

      RICHARD
        A. KIELTY

      


      TRANSITION
        YEAR ELECTION FORM

      


      Instructions:  Use
        this Transition Year Election Form to elect an optional form of distribution
        of
        the Supplemental Retirement Income Benefit (“SRIB”), or the Accrued Benefit, as
        applicable, under the Executive Supplemental Retirement Income Agreement
        (the
“Agreement”) for Richard A. Kielty (“Executive”).  The Agreement
        provides that the SRIB will be distributed in monthly installments for the
        longer of two hundred forty (240) months or the Executive’s lifetime, commencing
        upon Executive’s Separation from Service, Disability, or in the event of a
        Change in Control.  Any optional form of distribution of the
        SRIB elected hereunder shall be the actuarial equivalent of the installment
        form
        of distribution described above.

      


      Due
        to IRS rules, Executive must complete this form no later than December 31,
        2008,
        provided, however, that Executive may not make an election during 2007 to
        cause
        a payment to be made during 2007, or to otherwise delay a payment that is
        scheduled to be made during 2007, and Executive may not make an election
        during
        2008 to cause a payment to be made during 2008, or to otherwise delay a payment
        that is scheduled to be made during 2008.

      


      If
        you do not wish to change your form of payment from the installments form
        of
        distribution described above, please mark the box below with an “X” to indicate
        that you do not wish to make any changes to the form of distributions under
        the
        Agreement.

      


      o           I
        do not wish to elect an optional form of distribution of my SRIB under the
        Agreement.

      


      *
        * * *
        *

      


      Normal
        Retirement Benefit After Normal Retirement Date (Section 3.1 of the
        Agreement)

      


      In
        accordance with the terms of the
        Agreement, upon my termination of employment due to my retirement following
        my
        Normal Retirement Date, I hereby elect to receive my SRIB in the following
        optional form (check one):

      
         

        
          	 	__________	Annual
                  installments for a period of __________ years (not to exceed 10
                  years)  
	 	 	   
	 	__________	
                  Lump
                    Sum Distribution  

                


        

           



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      Total
        and Permanent Disability Benefit (Section 3.2 of the
        Agreement)

      


      In
        accordance with the terms of the
        Agreement, in the event of my Total and Permanent Disability, I hereby elect
        to
        receive my SRIB in the following optional form (check one):

       

      
         

        
          	 	__________	Annual
                  installments for a period of __________ years (not to exceed 10
                  years)  
	 	 	   
	 	__________	
                  Lump
                    Sum Distribution  

                


        

           
          


      

      Change
        in Control Benefit (Section 3.3 of the Agreement)

      


      In
        accordance with the terms of the
        Agreement, in the event of a Change in Control prior to my Normal Retirement
        Date, I hereby elect to receive my SRIB in the following optional form (check
        one):

       

      
        	 	__________	Annual
                installments for a period of __________ years (not to exceed 10
                years)  
	 	 	   
	 	__________	
                Lump
                  Sum Distribution  

              


      

         


       

      Accrued
        Benefits Prior to Normal Retirement Date (Section 3.4 of the
        Agreement)

      


      In
        accordance with the terms of the
        Agreement, upon my termination of employment due to my retirement prior to
        my
        Normal Retirement Date, I hereby elect to receive my Accrued Benefit in the
        following optional form (check one):

      
         

        
          	 	__________	Annual
                  installments for a period of __________ years (not to exceed 10
                  years)  
	 	 	   
	 	__________	
                  Lump
                    Sum Distribution  

                


        

           
          

      

      


      I
        understand that none of the benefits
        distributed from the Agreement are eligible for tax-free rollover and I will
        be
        required to pay income tax on the amounts when they are paid to me.

      


      


      
        	Date:
                __________________________	 	Executive’s
                Signature: __________________________ 
	 	 	 	 
	 	 	 	 
	Date:
                __________________________	 	Bank:
                _______________________________________ 
	 	 	(duly
                authorized Officer)