<PAGE>

                                     FORM OF

                   RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT
                                INCOME AGREEMENT


                            THE RARITAN SAVINGS BANK
                               Raritan, New Jersey

                                  June 1, 1997




                  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>

                   RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT
                     INCOME AGREEMENT FOR _________________


     This Restated Executive Supplemental Retirement Income Agreement (the
"Agreement"), effective as of the 1st day of June, 1997, formalizes the
understanding by and between THE RARITAN SAVINGS BANK (the "Bank"), a stock
savings bank, and _________________ (hereinafter referred to as "Executive").
Raritan Bancorp Inc. (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 Restated Executive Supplemental
Retirement Income Agreement which controls all issues relating to benefits as
described herein;

     NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the Bank and the Executive agree as follows:
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                                    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 THE RARITAN SAVINGS 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. In addition, the Board of Directors may, in its sole
       discretion, amend clause (i) of this Subsection to lower the Executive's
       Benefit Age in any instance in which the Executive's employment
       terminates prior to Retirement Age and the Board of Directors determines
       that such an amendment is advisable, based on the circumstances of such
       termination, or amend clause (ii) of this Subsection, upon the
       Executive's request, to permit the Executive to commence receiving his
       Supplemental Retirement Income Benefit upon the attainment


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       of age sixty-five (65) despite the fact that the Executive's full-time
       service with the Bank has not terminated. Notwithstanding the above, the
       Executive may, in his sole discretion, elect to retire on or after the
       Executive's sixty-second (62nd) birthday and, in such event, the
       Executive's age on such date shall constitute his "Benefit Age"; provide,
       however, that in the event of a Change in Control, followed within
       thirty-six (36) months by the Executive's voluntary termination of
       employment on or after his sixty-second birthday for one of the reasons
       set forth in Section 2.(b)(2)(ii) below, the Executive's termination
       shall not be considered a retirement for purposes of lowering the
       Executive's Benefit Age.

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" 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, regulation (other than traffic violations or similar
       offenses), or final cease-and-desist order, material breach of any
       provision of this Agreement, or gross negligence in matters of material
       importance to the Bank.

1.10   "Change in Control" shall mean and include the following with respect to
       (i) the Bank or (ii) the Holding Company, or any successor thereto:

       (1)    a change in control of a nature that would be required to be
              reported in response to Item 1(a) of the current report on Form
              8-K, as in effect on the date hereof, pursuant to Section 13 or
              15(d) of the Securities Exchange Act of 1934 (hereinafter the
              "Exchange Act"); or

       (2)    an acquisition of "control" as defined in the Home Owners Loan Act
              and applicable regulations thereunder, as determined by the Board
              of Directors of the Bank or the Holding Company; or

       (3)    at such time as:

              (i)    any "person" (as the term is used in Sections 13(d) and
                     14(d) of the Exchange Act) or "group acting in concert" is
                     or becomes the "beneficial owner" (as defined in


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                     Rule 13d-3 under the Exchange Act), directly or indirectly,
                     of securities of the Bank representing Twenty Percent (20%)
                     or more of the combined voting power of the Bank's or
                     Holding Company's outstanding securities ordinarily having
                     the right to vote at the elections of directors, except for
                     any stock purchased by the Bank's Employee Stock Ownership
                     Plan and/or the trust under such plan; or

              (ii)   individuals who constitute the board of directors of the
                     Bank or Holding Company on the date hereof (hereinafter the
                     "Incumbent Board") cease for any reason to constitute at
                     least a majority thereof, provided that any person becoming
                     a director subsequent to the date hereof whose election was
                     approved by a vote of at least three-quarters of the
                     directors comprising the Incumbent Board, or whose
                     nomination for election by the Holding Company's
                     stockholders was approved by the Holding Company's
                     nominating committee which is comprised of members of the
                     Incumbent Board, shall be, for purposes of this clause
                     (ii), considered as though he were a member of the
                     Incumbent Board; or

              (iii)  merger, consolidation, or sale of all or substantially all
                     the assets of the Holding Company occurs; or

              (iv)   a proxy statement is issued soliciting proxies from the
                     stockholders of the Holding Company by someone other than
                     the current management of the Holding Company, seeking
                     stockholder approval of a plan of reorganization, merger,
                     or consolidation of the Holding Company with one or more
                     corporations as a result of which the outstanding shares of
                     the class of the Holding Company's securities are exchanged
                     for or converted into cash or property or securities not
                     issued by the Holding Company.

                     The term "person" includes an individual, a group acting in
              concert, a corporation, a partnership, an association, a joint
              venture, a pool, a joint stock company, a trust, an unincorporated
              organization or similar company, a syndicate or any other group
              formed for the purpose of acquiring, holding or disposing of
              securities. The term "acquire" means obtaining ownership, control,
              power to vote or sole power of disposition of stock, directly or
              indirectly or through one or more transactions or subsidiaries,
              through purchase, assignment, transfer, exchange, succession or
              other means, including (1) an increase in percentage ownership
              resulting from a redemption, repurchase, reverse stock split or a


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              similar transaction involving other securities of the same class;
              and (2) the acquisition of stock by a group of persons and/or
              companies acting in concert which shall be deemed to occur upon
              the formation of such group, provided that an investment advisor
              shall not be deemed to acquire the voting stock of its advisee if
              the advisor (a) votes the stock only upon instruction from the
              beneficial owner and (b) does not provide the beneficial owner
              with advice concerning the voting of such stock. The term
              "security" includes nontransferable subscription rights issued
              pursuant to a plan of conversion, as well as a "security," as
              defined in 15 U.S.C. ss. 78c(2)(1); and the term "acting in
              concert" means (1) knowing participation in a joint activity or
              interdependent conscious parallel action towards a common goal
              whether or not pursuant to an express agreement, or (2) a
              combination or pooling of voting or other interests in the
              securities of an issuer for a common purpose pursuant to any
              contract, understanding, relationship, agreement or other
              arrangement, whether written or otherwise. Further, acting in
              concert with any person or company shall also be deemed to be
              acting in concert with any person or company that is acting in
              concert with such other person or company.

                     Notwithstanding the above definitions, the boards of
              directors of the Bank or the Holding Company, in their absolute
              discretion, may make a finding that a Change in Control of the
              Bank or the Holding Company has taken place without the occurrence
              of any or all of the events enumerated above.

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.


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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).

1.15   "Effective Date" of this restated Agreement shall be June 1, 1997.

1.16   "Estate" means the estate of the Executive.

1.17   "Holding Company" means Raritan Bancorp Inc., a corporation organized
       under the laws of the State of Delaware, the holding company for the
       Bank, and any successor thereto.

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

1.19   "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
       the Executive's life or for a period of one hundred eighty (180) months,
       whichever is longer. 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.

1.20   "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.

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


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1.22   "Retirement Age" means the Executive's sixty-fifth (65th) birthday
       provided, however, that the Executive's actual retirement from full-time
       employment may occur on or after the Executive attains age sixty-two (62)
       or at any later date mutually agreed upon by the parties.

1.23   "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 _________________ Grantor Trust agreement.

1.24   "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.

1.25   "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.

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


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                                   SECTION II
                              BENEFITS - GENERALLY

2.1    (a) Retirement Income Trust Fund and Accrued Benefit Account. The
       Executive shall establish the _________________ 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 _________________ 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 _________________ Grantor Trust
       agreement, the _________________ 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 to the Interest Factor, during the Payout Period, until the balance
       of the Accrued Benefit Account has been fully


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       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 Retirement Age, on or immediately
       before attainment of such 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.

       (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


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       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
       such Contributions in the same manner and at the same time as if
       Executive had remained in the employ of the Bank until Benefit Age;
       provided, however, in no event shall the Contribution be less than an
       amount 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.

       (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 twenty-four (24) 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 the: (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
       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,


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

       (c) Withdrawal Rights Exercised.

       (1) Phantom Contributions Made Annually.

       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,


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       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

       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.


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<PAGE>

       (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.)

2.2    Withdrawals From Retirement Income Trust Fund.

       Exercise of withdrawal rights by the Executive pursuant to the
       _________________ 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 _________________ 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 _________________ 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


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       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.

                                   SECTION III
                               RETIREMENT BENEFIT

3.1    (a) Normal form of payment.

       If (i) the Executive is employed with the Bank until reaching his
       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.

       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


                                       14
<PAGE>

       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 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.

       If (i) the Executive is employed with the Bank until reaching his
       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.


                                       15
<PAGE>

       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 (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


                                       16
<PAGE>

       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 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.


                                       17
<PAGE>

       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 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 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 payment
       of benefits pursuant to Subsection 6.1, (ii) the Executive's
       pre-retirement death, which shall be covered in Section IV, or (iii)
       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.

       (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


                                       18
<PAGE>

       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.

       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


                                       19
<PAGE>

       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 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


                                       20
<PAGE>

       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 (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.


                                       21
<PAGE>

       (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.


                                       22
<PAGE>

                                   SECTION VI
                                 OTHER BENEFITS

6.1    (a) Disability Benefit.

       If the Executive's service is terminated prior to 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.


                                       23
<PAGE>

                                   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
       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


                                       24
<PAGE>

       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.

       (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.

       Executive further understands and agrees that, following Executive's
       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


                                       25
<PAGE>

       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.

                                   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


                                       26
<PAGE>

       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 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.


                                       27
<PAGE>

       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.

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


                                       28
<PAGE>

       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. Upon expiration of the thirty-six (36) month
       period, the Bank may discharge its obligation by payment to the
       Executive's Beneficiary. If the location of the Executive's Beneficiary
       is not made known to the Bank by the end of an additional two (2) month
       period following expiration of the thirty-six (36) month period, the Bank
       may discharge its obligation by payment to the Executive's Estate. If
       there is no Estate in existence at such time or if such fact cannot be
       determined by the Bank, the Executive and his Beneficiary(ies) shall
       thereupon forfeit any rights to the balance, if any, of the Executive's
       Accrued Benefit Account provided for such Executive and/or Beneficiary
       under this Agreement.

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.

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.


                                       29
<PAGE>

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.

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


                                       30
<PAGE>

       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, but reserves the right to amend or terminate the Agreement
       when, in the sole opinion of the Bank, such amendment or termination is
       advisable. However, any termination of the Agreement which is done in
       anticipation of or pursuant to a "Change in Control", as defined in
       Subsection 1.9, shall be deemed to trigger Subsection 2.1(b)(2) (or
       2.1(c)(2), as applicable) of the Agreement notwithstanding the
       Executive's continued employment, and benefit(s) shall be paid from the
       Retirement Income Trust Fund (and Accrued Benefit Account, if applicable)
       in accordance with Subsection 13.2 below and with Subsections 2.1(b)(2)
       (or 2.1(c)(2), as applicable). Any amendment or termination of the
       Agreement by the Bank 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 by the Bank
       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


                                       31
<PAGE>

       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 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 _________________ 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
       _________________ Grantor Trust Agreement.

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.


                [Remainder of this Page Intentionally Left Blank]


                                       32
<PAGE>

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

ATTEST:                                      THE RARITAN SAVINGS BANK:



                                             By:
-----------------------------                   --------------------------------
Secretary
                                                Title:


ATTEST:                                      RARITAN BANCORP INC.:



                                             By:
-----------------------------                   --------------------------------
Secretary
                                                Title:


WITNESS                                      EXECUTIVE:

-----------------------------                -----------------------------------


                                       33
<PAGE>

                            CONDITIONS, ASSUMPTIONS,
                                       AND
               SCHEDULE OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS

1.   Interest Factor - for purposes of:

     a.   the Accrued Benefit Account - shall be six percent (6%) 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 _________________ 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 Retirement Age, (i)
     pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii) assuming a
     discount rate equal to Six percent (6%) 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-Five Thousand Three Hundred Seventy-Four
     Dollars ($____________) at age 65 if paid entirely from the Accrued Benefit
     Account or Fifty-Seven Thousand Two Hundred Twenty-Four Dollars
     ($_________) at age 65 if paid from the Retirement Income Trust Fund.

     The Supplemental Retirement Income Benefit:

     o    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). 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
          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


                                       34
<PAGE>

4.   Schedule of Annual Gross Contributions/Phantom Contributions

<TABLE>
<CAPTION>
            Plan Year                                               Amount
            ---------                                               ------
<S>                                                              <C>
            1997                                                 $
            1998
            1999
            2000
            2001
            2002
            2003
            2004
            2005
</TABLE>


                               Exhibit A - Cont'd.


                                       35
<PAGE>

                   RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT
                                INCOME AGREEMENT
                             BENEFICIARY DESIGNATION

     The Executive, under the terms of the Restated Executive Supplemental
Retirement Income Agreement executed by the Bank, dated the 1st day of June,
1997, 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



                                       36
<PAGE>

RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
NOTICE OF ELECTION TO CHANGE FORM OF PAYMENT

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 Restated 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.


                                        ----------------------------------------
                                        Executive


                                        ----------------------------------------
                                        Date

                                        Acknowledged
                                        By:
                                           -------------------------------------


                                        Title:
                                        ----------------------------------------


                                        ----------------------------------------
                                        Date


                                    Exhibit C


                                       37