exhibit10-8.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      BENEFIT
MAINTENANCE PLAN

       

      OF

       

      DIME
COMMUNITY BANCSHARES, INC.

       

      


       

      


       

      


       

      


       

      _________________________________

      


      


      


      


      


      


      


      Adopted
Effective as of November 1, 1992

       Amended
and Restated Effective as of December 31, 2008


      
        
          
          

           


        

        
           


          
            

          

        

        
           


        

      


      


      TABLE OF
CONTENTS

       

      


      
        
          	 
      	 
      	
                  Page

                
	
                  ARTICLE
      I -DEFINITIONS

                	 
      
	
                  Section
      1.1

                	
                  Actuarial
      Equivalent

                	
                  1

                
	
                  Section
      1.2

                	
                  Affiliated
      Employer

                	
                  1

                
	
                  Section
      1.3

                	
                  Applicable
      Limitation

                	
                  1

                
	
                  Section
      1.4

                	
                  Bank

                	
                  2

                
	
                  Section
      1.5

                	
                  Beneficiary

                	
                  2

                
	
                  Section
      1.6

                	
                  Board

                	
                  2

                
	
                  Section
      1.7

                	
                  Change
      in Control

                	
                  2

                
	
                  Section
      1.8

                	
                  Code

                	
                  2

                
	
                  Section
      1.9

                	
                  Committee

                	
                  2

                
	
                  Section
      1.10

                	
                  Company

                	
                  2

                
	
                  Section
      1.11

                	
                  Disability

                	
                  2

                
	
                  Section
      1.12

                	
                  Eligible
      Employee

                	
                  2

                
	
                  Section
      1.13

                	
                  Employee

                	
                  3

                
	
                  Section
      1.14

                	
                  Employer

                	
                  3

                
	
                  Section
      1.15

                	
                  Employer
      Contributions

                	
                  3

                
	
                  Section
      1.16

                	
                  ERISA

                	
                  3

                
	
                  Section
      1.17

                	
                  ESOP

                	
                  3

                
	
                  Section
      1.18

                	
                  Exchange
      Act

                	
                  3

                
	
                  Section
      1.19

                	
                  Fair
      Market Value of a Share

                	
                  3

                
	
                  Section
      1.20

                	
                  Former
      Participant

                	
                  3

                
	
                  Section
      1.21

                	
                  Savings
      Plan

                	
                  3

                
	
                  Section
      1.22

                	
                  Memorandum
      Account

                	
                  4

                
	
                  Section
      1.23

                	
                  Participant
      Account

                	
                  4

                
	
                  Section
      1.24

                	
                  Plan

                	
                  4

                
	
                  Section
      1.25

                	
                  Retirement
      Plan

                	
                  4

                
	
                  Section
      1.26

                	
                  Specified
      Employee

                	
                  4

                
	
                  Section
      1.27

                	
                  Share

                	
                  4

                
	
                  Section
      1.28

                	
                  Stock
      Unit

                	
                  4

                
	
                  Section
      1.29

                	
                  Termination
      of Service

                	
                  4

                
	
                  Section
      1.30

                	
                  Unforeseeable
      Emergency

                	
                  4

                
	
                  ARTICLE
      II -PARTICIPATION

                	
                  5

                
	
                  Section
      2.1

                	
                  Eligibility
      for Participation

                	
                  5

                
	
                  Section
      2.2

                	
                  Commencement
      of Participation

                	
                  5

                
	
                  Section
      2.3

                	
                  Termination
      of Participation

                	
                  5

                
	
                  ARTICLE
      III -BENEFITS TO PARTICIPANTS

                	
                  5

                
	
                  Section
      3.1

                	
                  Supplemental
      Retirement Benefit

                	
                  5

                
	
                  Section
      3.2

                	
                  Supplemental
      Savings Benefiit

                	
                  6

                
	
                  Section
      3.3

                	
                  Supplemental
      ESOP Benefits

                	
                  8

                
	
                  ARTICLE
      IV -DEATH BENEFITS

                	
                  11

                
	
                  Section
      4.1

                	
                  Supplemental
      Retirement Plan Death Benefits

                	
                  11

                
	
                  Section
      4.2

                	
                  Supplemental
      Savings Plan Death Benefits

                	
                  11

                
	
                  Section
      4.3

                	
                  Supplemental
      ESOP Death Benefits

                	
                  11

                
	
                  Section
      4.4

                	
                  Beneficiaries

                	
                  11

                
	
                  ARTICLE
      V -DISTRIBUTIONS

                	
                  12

                
	
                  Section
      5.1

                	
                  Scheduled
      Distributions to Participant

                	
                  12

                
	
                  Section
      5.2

                	
                  Mandatory
      Cashout of Small Balances

                	
                  13

                
	
                  Section
      5.3

                	
                  Restrictions
      on Payments to Specified Employees

                	
                  13

                
	
                  Section
      5.4

                	
                  One-Time
      Election During

                	
                  13

                
	
                  ARTICLE
      VI -TRUST FUND

                	
                  14

                
	
                  Section
      6.1

                	
                   Establishment
      of Trust

                	
                  14

                
	
                  Section
      6.2

                	
                   Contributions
      to Trust

                	
                  14

                
	
                  Section
      6.3

                	
                   Unfunded
      Character of Plan

                	
                  14

                
	
                  Section
      6.4

                	
                  Payments
      in the Event of a Change in Control

                	
                  14

                
	
                  ARTICLE
      VII -ADMINISTRATION

                	
                  15

                
	
                  Section
      7.1

                	
                  The
      Committee

                	
                  15

                
	
                  Section
      7.2

                	
                  Liability
      of Committee Members and their Delegates

                	
                  16

                
	
                  Section
      7.3

                	
                  Plan
      Expenses

                	
                  16

                
	
                  Section
      7.3

                	
                  Facility
      of Payment

                	
                  16

                
	
                  ARTICLE
      VIII -AMENDMENT AND TERMINATION

                	
                  16

                
	
                  Section
      8.1

                	
                  Amendment
      by the Company

                	
                  16

                
	
                  Section
      8.2

                	
                  Termination

                	
                  17

                
	
                  Section
      8.3

                	
                  Amendment
      or Termination by Other Employers

                	
                  17

                
	
                  ARTICLE
      IX -MISCELLANEOUS PROVISIONS

                	
                  17

                
	
                  Section
      9.1

                	
                  Construction
      and Language

                	
                  17

                
	
                  Section
      9.2

                	
                  Headings

                	
                  17

                
	
                  Section
      9.3

                	
                  Non-Alienation
      of Benefits

                	
                  18

                
	
                  Section
      9.4

                	
                   Indemnification

                	
                  18

                
	
                  Section
      9.5

                	
                  Severability

                	
                  18

                
	
                  Section
      9.6

                	
                  Waiver

                	
                  18

                
	
                  Section
      9.7

                	
                  Governing
      Law

                	
                  18

                
	
                  Section
      9.8

                	
                  Taxes

                	
                  19

                
	
                  Section
      9.9

                	
                  No
      Deposit Account

                	
                  19

                
	
                  Section
      9.10

                	
                  No
      Right to Continued Employment

                	
                  19

                
	
                  Section
      9.11

                	
                  Status
      of Plan Under ERISA

                	
                  19

                
	
                  Section
      9.12

                	
                  Compliance
      with Section 409A of the Code

                	
                  19

                
	
                  ARTICLE
      X -EFFECTIVE DATE OF THE AMENDED AND RESTATED PLAN

                	
                  20

                


        

      

      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Benefit Maintenance
Plan

       

      Of

       

      Dime Community Bancshares,
Inc.

       

      


       

      ARTICLE I


       

      DEFINITIONS

       

      Wherever
appropriate to the purposes of the Plan, capitalized terms shall have the
meanings assigned to them under the Retirement Plan, Savings Plan or ESOP, as
applicable; provided,
however, that the following special definitions shall apply for purposes
of the Plan, unless a different meaning is clearly indicated by the
context:

       

      Section
1.1                                Actuarial
Equivalent means
a benefit of equivalent value determined on the basis of interest rate and
mortality assumptions prescribed under the Retirement Plan.  If it
shall be necessary to determine an Actuarial Equivalent in any case for which
interest rate and mortality assumptions shall not have been prescribed under the
Retirement Plan, the Actuarial Equivalent shall be determined using the interest
rate and mortality assumptions prescribed by the Commissioner of Internal
Revenue pursuant to section 417(e) of the Code for the month in which the
determination is being made.

       

      Section
1.2                                Affiliated
Employer means any corporation which is a member of a controlled group of
corporations (as defined in section 414(b) of the Code) that includes the
Company; any trade or business (whether or not incorporated) that is under
common control (as defined in section 414(c) of the Code) with the Company; any
organization (whether or not incorporated) that is a member of an affiliated
service group (as defined in section 414(m) of the Code) that includes the
Company; any leasing organization (as defined in section 414(n) of the Code) to
the extent that any of its employees are required pursuant to section 414(n) of
the Code to be treated as employees of the Company; and any other entity that is
required to be aggregated with the Company pursuant to regulations under section
414(o) of the Code.

       

      Section
1.3                                Applicable
Limitation means any of the following: (a) the limitation on annual
compensation that may be recognized under a tax-qualified plan for benefit
computation purposes pursuance to section 401(a)(17) of the Code; (b) the
maximum limitation on annual benefits payable by a tax-qualified defined benefit
plan pursuant to section 415(b) of the Code; (c) the maximum limitation on
annual additions to a tax-qualified defined contribution plan pursuant to
section 415(c) of the Code; (d) the maximum limitation on aggregate annual
benefits and annual additions under a combination of tax-qualified defined
benefit and defined contribution plans maintained by a single employer pursuant
to section 415(e) of the Code; (e) the maximum limitation on annual elective
deferrals to a qualified cash or deferred arrangement pursuant to section 402(g)
of the Code; (f) the annual limitation on elective deferrals under a qualified
cash or deferred arrangement by highly compensated employees pursuant to section
401(k) of the Code; and (g) the annual limitation on voluntary employee
contributions by, and employer matching contributions for, highly compensated
employees pursuant to section 401(m) of the Code.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      Section
1.4                                Bank
means The Dime Savings Bank of Williamsburgh, a federal stock savings bank, and
its successors or assigns.

       

      Section
1.5                                Beneficiary means any person, other
than a Participant or Former Participant, who is determined to be entitled to
benefits under the terms of the Plan.

       

      Section
1.6                                Board means the Board of
Directors of the Company.

       

      Section
1.7                                Change
in Control means, with respect to a Participant:  (a) a change
in ownership of the Participant’s Relevant Corporation (as defined below); (b) a
change in effective control of the Participant’s Relevant Corporation; or (c) a
change in the ownership of a substantial portion of the assets of the
Participant’s Relevant Corporation.  The existence of a Change in
Control shall be determined by the Committee in accordance with section 409A of
the Code and the regulations thereunder.  For purposes of this
section, Relevant Corporation means, with respect to a Participant on any
date:  (w) the corporation for which the Participant is performing
services on such date; (x) all corporations that are liable to the Participant
for the benefits due to him under the Plan; (y) a corporation that is a majority
shareholder of a corporation described in section 1.7(w) or (x); or (z) any
corporation in a chain of corporations each of which is a majority shareholder
of another corporation in the chain, ending in a corporation described in
section 1.7(w) or (x).

       

      Section
1.8                                Code
means the Internal Revenue Code of 1986 (including the corresponding provisions
of any prior law or succeeding law).

       

      Section
1.9                                Committee means the Compensation
Committee of the Board of Directors of the Company, or such other person,
committee or other entity as shall be designated by or on behalf of the Board to
perform the duties set forth in Article VII.

       

      Section
1.10                                Company
means, Dime Community Bancshares, Inc., a Delaware corporation, any successor
thereto.

       

      Section
1.11                                Disability means,
with respect to a Participant, any medically determinable physical or mental
impairment which can be expected to result in death or to last for a continuous
period of at least twelve (12) months and as a result of which either: (a) the
Participant is unable to engage in any substantial gainful activity or (b) the
Participant has been receiving income replacement benefits for a period of at
least three (3) months under an accident and health plan covering employees of
the Participant’s employer; provided, however, that a Participant will be deemed
disabled and a Disability will be deemed to exist under the Plan if such
Participant is determined to be totally disabled by the Social Security
Administration or Railroad Retirement Board.  The existence of a
Disability shall be determined by the Committee in accordance with section 409A
and the regulations thereunder.

       

      Section
1.12                                Eligible
Employee means an Employee who is eligible for participation in the Plan
in accordance with the provisions of Article II.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      Section
1.13                                Employee
means any person, including an officer, who is employed by the
Employer.

       

      Section
1.14                                Employer
means Dime Community Bancshares, Inc., and any successor thereto and The Dime
Savings Bank of Williamsburgh and any successor thereto and any Affiliated
Employer which, with the prior written approval of the Board of Directors of
Dime Community Bancshares, Inc. and subject to such terms and conditions as may
be imposed by the Board of Directors of Dime Community Bancshares, Inc., shall
adopt this Plan.

       

      Section
1.15                                Employer
Contributions means contributions by any Employer to the Savings Plan or
the ESOP.

       

      Section
1.16                                ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time
to time (including the corresponding provisions of any succeeding
law).

       

      Section
1.17                                ESOP
means the Employee Stock Ownership Plan of Dime Community Bancshares, Inc. and
Certain Affiliates, as amended from time to time (including the corresponding
provisions of any successor qualified employee stock ownership plan adopted by
the Company).

       

      Section
1.18                                Exchange
Act  means
the Securities Exchange Act of 1934, as amended from time to time (including the
corresponding provisions of any succeeding law).

       

      Section
1.19                                Fair
Market Value of a Share means, with respect to a Share on a specified
date:

       

      (a)           the
final reported sales price on the date in question (or if there is no reported
sale on such date, on the last preceding date on which any reported sale
occurred) as reported in the principal consolidated reporting system with
respect to securities listed or admitted to trading on the principal United
States securities exchange on which the Shares are listed or admitted to
trading; or

       

      (b)           if
the Shares are not listed or admitted to trading on any such exchange, the
closing bid quotation with respect to a Share on such date on the National
Association of Securities Dealers Automated Quotations System, or, if no such
quotation is provided, on another similar system, selected by the Committee,
then in use; or

       

      (c)           if
sections 1.19(a) and (b) are not applicable, the fair market value of a Share as
the Committee may determine.

       

      Section
1.20                                Former
Participant means a person whose participation in the Plan has terminated
as provided under section 1.30.

       

      Section
1.21                                Savings
Plan means the 401(k) Savings Plan of The Dime Savings Bank of
Williamsburgh, as amended from time to time (including the provisions of any
successor qualified defined contribution plan adopted by the
Company).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      Section
1.22                                Memorandum
Account means,
collectively, all of the accounts that hold all of the deferred compensation
credited to a Participant under Article III reduced to reflect
distributions.

       

      Section
1.23                                Participant Account means
any person who is participating in the Plan in accordance with its
terms.

       

      Section
1.24                                Plan
means the Benefit Maintenance Plan of Dime Community Bancshares, Inc., as
amended from time to time (including the corresponding provisions of any
successor plan adopted by the Company).

       

      Section
1.25                                Retirement
Plan means the Retirement Plan of The Dime Savings Bank of Williamsburgh,
as amended from time to time (including the corresponding provisions of any
successor qualified defined benefit plan adopted by the Bank).

       

      Section
1.26                                Specified
Employee has
the meaning set forth in section 409A of the Code.

       

      Section
1.27                                Share means a share of common
stock, par value $.01 per share, of Dime Community Bancshares.,
Inc.

       

      Section
1.28                                Stock
Unit means a right to receive a payment under the Plan in an amount
equal, on the date as of which such Payment is made, to the Fair Market Value of
a Share.

       

      Section
1.29                                Termination
of Service means cessation of all services to all Relevant Employers (as
defined below) in all capacities other than as a director of such Relevant
Employer’s board of directors.  The occurrence of a Termination of
Service shall be determined by the Committee in accordance with the rules for
determining whether a "separation from service" has occurred under section 409A
of the Code and the regulations thereunder.  For purposes of this
section, Relevant Employer means, with respect to a Participant on any date: any
Employer for whom the Participant performs services and with respect to whom the
Participant's rights under this Plan arise, and any corporation, or trade or
business whether or not incorporated, that is considered a "single employer"
with such Employer within the meaning of section 414(b) or section 414(c) of the
Code; provided that when applying sections 1563(a)(1), (2) and (3) of the Code
or Treasury Regulation section 1.414(c)-2 pursuant to section 414(b) or section
414(c) of the Code, the phrase "at least 50 percent" shall be used instead of
the phrase "at least 80 percent" in each place it appears therein.

       

      Section
1.30                                Unforeseeable
Emergency means,
with respect to a Participant, a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s
spouse, beneficiary or dependent (within the meaning of section 152 of the Code,
without regard to sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code), loss
of the Participant’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant.  The existence of an Unforeseeable Emergency shall
be determined by the Committee in accordance with section 409A of the Code and
the regulations thereunder.

       

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      


       

      ARTICLE
II

      PARTICIPATION

       

      Section
2.1                                Eligibility for
Participation.

       

      Only
Eligible Employees may be or become Participants. An Employee shall become an
Eligible Employee if:

       

      (a)           he
has been designated an Eligible Employee by resolution of the Committee;
and

       

      (b)           he
is a Participant in the Retirement Plan, the Savings Plan or the ESOP, or any
combination thereof, and the benefits to which he is entitled thereunder are
limited by one or more of the Applicable Limitations;

       

      provided, however, that no
person shall be named an Eligible Employee, nor shall any person who has been an
Eligible Employee continue as an Eligible Employee, to the extent that such
person's participation, or continued participation, in the Plan would cause the
Plan to fail to be considered maintained for the primary purpose of providing
deferred compensation for a select group of management or highly compensated
employees for purposes of ERISA.

       

      Section
2.2                                Commencement of
Participation

       

      An
Employee shall become a Participant on the date when he first becomes an
Eligible Employee, unless the Committee shall, by resolution, establish an
earlier or later effective date of participation for a Participant.

       

       Termination of
Participation

       

      Participation
in the Plan shall cease on the earlier of (a) the date of the Participant's
Termination of Service or (b) the date on which he ceases to be an Eligible
Employee.

       

      


       

      


       

      ARTICLE
III

      BENEFITS TO
PARTICIPANTS

       

      Section
3.1                                Supplemental Retirement
Benefit

       

      (a)           A
Participant whose benefits under the Retirement Plan are limited by one or more
of the Applicable Limitations shall be eligible for a supplemental retirement
benefit under this Plan in an amount equal to the excess of:

       

      (i)           the
retirement benefit to which he would be entitled under the Retirement Plan in
the absence of the Applicable Limitations; over

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (ii)           the
actual retirement benefit to which he is entitled under the Retirement
Plan;

       

      in each
case computed as of the date on which his benefit under the Retirement Plan is
scheduled to commence and on the basis of the benefit form selected by him under
the Retirement Plan; provided,
however, that if the Participant dies before the payment of such
supplemental retirement benefit begins, no benefit shall be payable under this
section 3.1 and the survivor benefit, if any, which may be payable shall be
determined under section 4.1.

       

      (b)           The
supplemental retirement benefit provided for in this section 3.1 shall be paid
in the form of a single life annuity commencing on the first day of the month
coincident with or next following the Participant's Termination of Service or,
if later, the first day of the month coincident with or next following
Participant's 65th birthday. Notwithstanding the foregoing, a Participant may,
subject to the restrictions in section 5.1, within thirty (30) days after first
becoming eligible to participate in the Plan for purpose of receiving a
supplemental retirement benefit, elect that such supplemental retirement benefit
(to the extent that such benefit is attributable to compensation for services
performed after such election) be paid in a different form or commencing at a
different time by filing a written election, in such form and manner as the
Committee may provide, within such thirty (30) day period, and the amount of
such benefit shall be the Actuarial Equivalent of the benefit payable in the
absence of such an election.

       

      (c)           Notwithstanding
section 3.1(b), subject to the consent of the Committee in its sole and absolute
discretion, each Participant may, by written election given in such form and
manner as the Committee may prescribe, elect to change the time and manner of
distribution of the balance credited to the supplemental retirement benefit;
provided, however,
that:

       

      (i)           any
such election shall not take effect until twelve (12) months after it is
received by the Committee;

       

      (ii)           in
the case of an election to defer a payment to be made on account of an event
other than the Participant’s death, Disability or Unforeseeable Emergency, the
first payment made under such election shall not occur until at least five (5)
years later than such payment would otherwise have been made (or begin to be
made); and

       

      (iii)           any
such election is subject to the restrictions in section 5.1.

       

      Section
3.2                                Supplemental Savings
Benefit.

       

      (a)           A
Participant whose benefits under the Savings Plan are limited by one or more of
the Applicable Limitations shall be eligible for a supplemental savings benefit
under this Plan in an amount equal to:

       

      (i)           the
aggregate amount of Employer Contributions (including any reallocation of
amounts forfeited upon the termination of employment of others participating in
the Savings Plan) that would have been credited to the Participant's account
under the Savings Plan in the absence of the Applicable Limitations if for all
relevant periods he had made the maximum amount of elective deferrals under
section 402(g) of the Code or voluntary employee contributions under section
401(a) of the Code required to qualify for the maximum possible allocation of
Employer Contributions (and without regard to the amount of elective deferrals
or voluntary employee contributions actually made); over

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (ii)           the
aggregate amount of Employer Contributions (including any reallocation of
amounts forfeited upon the termination of employment of others participating in
the Savings Plan) actually credited to the Participant's account under the
Savings Plan for such periods;

       

      adjusted
for earnings and losses as provided in section 3.2(b); provided, however, that if
the Participant dies before the payment of such supplemental savings benefit
begins, no benefit shall be payable under this section 3.2 and the survivor
benefit, if any, which may be payable shall be determined under section
4.2.

       

      (b)           The
Committee shall cause to be maintained a bookkeeping account to reflect all
Employer Contributions (including any reallocation of amounts forfeited upon the
termination of employment of others participating in the Savings Plan) that
cannot be made to a Participant's account under the Savings Plan due to the
Applicable Limitations and amounts under section 3.2(c), and shall cause such
bookkeeping account to be credited with all such Employer Contributions as of
the date on which such Employer Contributions would have been credited to the
Participant's account in the Savings Plan in the absence of the Applicable
Limitations. The balance credited to such bookkeeping account shall be adjusted
for distributions, withdrawals, earnings or losses as follows:

       

      (i)           except
as provided in section 3.2(b)(ii), the balance credited to such bookkeeping
account shall be credited with interest as of the last day of each calendar
month at a rate for such month equal to one-twelfth of the annualized yield on
30-year Treasury Securities, Constant Maturities, prescribed by the Commissioner
of Internal Revenue for such month pursuant to section 417(e) of the Code;
or

       

      (ii)           if
and to the extent permitted by the Committee, as though such Employer
Contributions had been contributed to a trust fund and invested, for the benefit
of the Participant, in such investments at such time or times as the Participant
shall have designated in such form and manner as the Committee shall
prescribe.

       

      (iii)           The
balance credited to the bookkeeping account shall be reduced for any
distributions or withdrawals.

       

      (c)           Effective
June 15, 2008, the balance credited to the bookkeeping accounts of Messrs.
Timothy King and Michael Pucella under this section 3.2 shall be adjusted as
follows:

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (i)           in
the case of Mr. King, the balance credited to his a bookkeeping account shall be
credited with an additional Seven Thousand Seven Hundred Sixty-Eight Dollars
($7,768); and

       

      (ii)           in
the case of Mr. Pucella, the balance credited to his bookkeeping account shall
be credited with an additional Six Thousand One Hundred Ninety-One Dollars
($6,191).

       

      (d)           The
supplemental savings benefit payable to a Participant hereunder shall be paid in
a single lump sum within the first thirty days of the calendar year following
the calendar year in which the Participant's Termination of Service occurs and
shall be equal to the balance credited to his bookkeeping account as of the last
day of the last calendar month to end prior to the date of payment.
Notwithstanding the foregoing, a Participant may, subject to the restrictions in
section 5.1, within thirty (30) days after first becoming eligible to
participate in the Plan for purposes of receiving a supplemental savings
benefit, elect that such supplemental savings benefit (to the extent that such
benefit is attributable to compensation for services performed after such
election) be paid in a different form or commencing at a different time by
filing a written election, in such form and manner as the Committee may
prescribe, within such thirty (30) day period.

       

      (e)           Notwithstanding
section 3.2(d), subject to the consent of the Committee in its sole and absolute
discretion, each Participant may, by written election given in such form and
manner as the Committee may prescribe, elect to change the time and manner of
distribution of the balance credited to the supplemental savings benefit;
provided, however, that:

       

      (i)           any
such election shall not take effect until twelve (12) months after it is
received by the Committee;

       

      (ii)           in
the case of an election to defer a payment to be made on account of an event
other than the Participant’s death, Disability or Unforeseeable Emergency, the
first payment made under such election shall not occur until at least five (5)
years later than such payment would otherwise have been made (or begin to be
made); and

       

      (iii)           any
such election is subject to the restrictions in section 5.1.

       

      Section
3.3                                Supplemental ESOP
Benefits

       

      (a)           A
Participant whose benefits under the ESOP are limited by one of more of the
Applicable Limitations shall be eligible for a supplemental ESOP benefit under
this Plan in an amount equal to the sum of:

       

      (i)           for
each period for which an allocation of Shares is made under the ESOP, a number
of Stock Units the excess of (A) the number of Shares that bears the same
relationship to such Participant's compensation taken into account in
determining allocations under the ESOP (without regard to any limit on such
compensation pursuant to any Applicable Limitation) as the number of Shares
allocated for such period under the ESOP to an individual whose allocation is
not limited by any Applicable Limitation bears to such person's compensation
taken into account in determining allocations under the ESOP over (b) the actual
number of Shares allocated to such Participant under the ESOP for such period,
taking into account in both cases Shares allocated as a result of forfeitures;
and

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (ii)           if
and to the extent that Employer Contributions to the ESOP result in allocations
to the Participant's account of assets other than Shares for any period, an
amount for each period equal to the excess (if any) of (A) the dollar amount
that bears the same relationship to such Participant's compensation taken into
account in allocating Employer Contributions under the ESOP (without regard to
any limit on such compensation pursuant to any Applicable Limitation) as the
dollar amount of Employer Contributions allocated for such period under the ESOP
to an individual whose allocation is not limited by any Applicable Limitation
bears to such person's compensation taken into account in determining
allocations under the ESOP over (b) the actual dollar amount of Employer
Contributions allocated to such Participant under the ESOP for such period,
taking into account in both cases dollar amounts allocated as a result of
forfeitures.

       

      adjusted
for earnings and losses as provided in section 3.3(b); provided, however, that if
the Participant dies before the payment of such supplemental ESOP benefit
begins, no benefit shall be payable under this section 3.3 and the survivor
benefit, if any, which may be payable shall be determined under section
4.3.

       

      (b)           The
Committee shall cause to be maintained a bookkeeping account to reflect all
Shares and Employer Contributions (including any reallocation of amounts
forfeited upon the termination of employment of others participating in the
ESOP) that cannot be allocated to a Participant's account under the ESOP due to
the Applicable Limitations and amounts under section 3.3(c), and shall cause
such bookkeeping account to be credited with such Employer Contributions and
Stock Units reflecting such Shares as of the date on which such Employer
Contributions and Shares, respectively, would have been credited to the
Participant's account in the ESOP in the absence of the Applicable Limitations.
The balance credited to such bookkeeping account shall be adjusted for
distributions, withdrawals, earnings or losses as follows:

       

      (i)           all
Stock Units shall be adjusted from time to time so that the value of a Stock
Unit on any date is equal to the Fair Market Value of Share on such date and the
number of Stock Units shall be adjusted as and when appropriate to reflect any
stock dividend, stock split, reverse stock split, exchange, conversion, or other
event generally affecting the number of Shares held by all holders of Shares;
and

       

      (ii)           (A)           except
as provided in section 3.3(b)(ii)(B), the balance credited to such bookkeeping
account that does not consist of Stock Units shall be credited with interest as
of the last day of each calendar month at a rate for such month
equal  to one twelfth of the annualized yield on 30-year Treasury
Securities, Constant Maturities, prescribed by the Commissioner of Internal
Revenue for such month pursuant to section 417(e) of the Code; or

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (B)           if
and to the extent permitted by the Committee, the balance credited to such
bookkeeping account that does not consist of Stock Units shall be adjusted as
though such Employer Contributions had been contributed to a trust find and
invested, for the benefit of the Participant, in such investments at such time
or times as the Participant shall have designated in such form and manner as the
Committee shall prescribe;

       

      (iii)           The
balance credited to the bookkeeping account shall be reduced for any
distributions or withdrawals.

       

      provided, however, that to
the extent that the Participant shall receive on a current basis any dividend
paid with respect to Shares credited to his account under the ESOP, the
bookkeeping account established for him under this Plan shall not be adjusted to
reflect such dividend and, instead, the Participant shall be paid an amount per
Stock Unit equal to the dividend par Share received by the Participant under the
ESOP, at substantially the same time as such dividend is paid under the
ESOP.

       

      (c)           Effective
June 15, 2008, the balance credited to the bookkeeping accounts of Messrs.
Timothy King and Michael Pucella under this section 3.3 shall be adjusted as
follows:

       

      (i)           in
the case of Mr. King, the balance credited to his a bookkeeping account shall be
credited with an additional Twenty-Seven Thousand Sixty-Nine Dollars ($27,069);
and

       

      (ii)           in
the case of Mr. Pucella, the balance credited to his bookkeeping account shall
be credited with an additional Twenty-Two Thousand Five Hundred Seventy-Three
Dollars ($22,573).

       

      (d)           The
supplemental ESOP benefit payable to a Participant hereunder shall be paid in a
single lump sum within the first thirty days of the calendar year in which the
Participant's Termination of Service occurs and shall be in an amount equal to
the balance credited to his bookkeeping account. Notwithstanding the foregoing,
a Participant may, subject to the restrictions in section 5.1, within thirty
(30) days after first becoming eligible to participate in the Plan for purposes
of receiving a supplemental ESOP benefit, elect that such supplemental ESOP
benefit (to the extent that such benefit is attributable to compensation for
services performed after such election) be paid in a different form or
commencing at a different time by filing a written election, in such form and
manner as the Committee may prescribe, within such thirty (30) day
period.

       

      (e)           Notwithstanding
section 3.3(d), subject to the consent of the Committee in its sole and absolute
discretion, each Participant may, by written election given in such form and
manner as the Committee may prescribe, elect to change the time and manner of
distribution of the balance credited to the supplemental retirement benefit;
provided, however, that:

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (i)           any
such election shall not take effect until twelve (12) months after it is
received by the Committee;

       

      (ii)           in
the case of an election to defer a payment to be made on account of an event
other than the Participant’s death, Disability or Unforeseeable Emergency, the
first payment made under such election shall not occur until at least five (5)
years later than such payment would otherwise have been made (or begin to be
made); and

       

      (iii)           any
such election is subject to the restrictions in section 5.1.

       

      


       

      


       

      ARTICLE
IV

      DEATH
BENEFITS

       

      Section
4.1                                Supplemental Retirement Plan
Death Benefits.

       

      If a
Participant who is eligible for a supplemental retirement benefit under section
3.1 dies before the payment of such benefit begins, a supplemental survivor's
retirement benefit shall be payable to the Participant's Beneficiary under this
Plan in amount equal to the excess (if any) of (a) the survivor's benefit that
would have been payable under the Retirement Plan commencing at the earliest
permissible date in the absence of the Applicable Limitations if the Participant
had effectively designated such Beneficiary as his beneficiary under the
Retirement Plan, over (b) the survivor's benefit would have been payable under
the Retirement Plan commencing at the earliest permissible date after giving
effect too the Applicable Limitations if the Participate had effectively
designated such Beneficiary as his beneficiary under the Retirement
Plan.  Such benefit shall be paid in a single lump sum which is the
Actuarial Equivalent of the benefit described in the preceding sentence within
the first thirty days of the calendar year following the death of the
Participant.

       

      Section
4.2                                Supplemental Savings Plan
Death Benefits.

       

      If a
Participant who is eligible for a supplemental savings benefit under section 3.2
dies before the payment of such benefit begins, a supplemental survivor's
savings benefit shall be payable to the Participant's Beneficiary under this
Plan in amount equal to the balance credited to the bookkeeping account
established for the Participant under section 3.2(b). Such benefit shall be paid
in a single lump within the first thirty days of the calendar year following the
death of the Participant and the bookkeeping account established for such
Participant pursuant to section 3.2(b) shall continue to be adjusted as provided
therein through the last day of the last calendar month to end prior to the date
of payment.

       

      Section
4.3                                Supplement ESOP Death
Benefits.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      If a
Participant who is eligible for a supplemental ESOP benefit under section 3.3
dies before the payment of such benefit begins, a supplemental ESOP benefit
shall be payable to the Participant's Beneficiary under this Plan in amount
equal to the balance credited to the bookkeeping account established for the
Participant under section 3.3(b). Such benefit shall be paid in a single lump
within the first thirty days of the calendar year following the death of the
Participant, and the bookkeeping account established for such Participant
pursuant to section 3.3(b) shall continue to be adjusted as provided therein
through the last day of the last calendar month to end prior to the date of
payment.

       

      Section
4.4                                Beneficiaries

       

      A
Participant or Former Participant may designate a Beneficiary or Beneficiaries
to receive any survivor benefits payable under the Plan upon his death. Any such
designation, or change therein or revocation thereof, shall be made in writing
in the form and manner prescribed by the Committee, shall be revocable until the
death of the Participant, and shall thereafter be irrevocable; provided, however, that any
change or revocation shall be effective only if received by the Committee prior
to the Participant's or Former Participant's death.  If a Participant
or Former Participant shall die without having effectively named a Beneficiary,
he shall be deemed to have named his estate as his sole Beneficiary. If a
Participant or Former Participant and his designated Beneficiary shall die in
circumstances which give rise to doubt as to which of them shall have been the
first to die, the Participant or Former Participant shall be deemed to have
survived the Beneficiary.  If a Participant or Former Participant
designates more than one Beneficiary, all shall be deemed to have equal shares
unless the Participant or Former Participant shall expressly provide
otherwise.

       

      


       

      


       

      ARTICLE
V

      DISTRIBUTIONS

       

      Section
5.1                                Scheduled Distributions to
Participant.

       

      If a
Participant so elects in his initial election to participate or in any
subsequent deferral election, payment of balances attributable to amounts
deferred pursuant to such election may be made:

       

      (a)           in
a single payment as of a designated date (not earlier than the first date such
balances are otherwise payable) specified by the Participant in his
election;

       

      (b)           in
the case of benefits under section 3.1 of this Plan, in a single life annuity or
such different form of payment provided for benefits under the Retirement Plan
as the Committee may provide; or

       

      (c)           in
the case of benefits under sections 3.2 or 3.3 of this Plan, in monthly,
quarterly or annual installments over such number of years (not to exceed
fifteen (15)) and payable beginning on such date (not earlier than the first
date such balances are otherwise payable) specified by the Participant in his
election.  In the event that payment is to be made in installments,
each installment shall be equal to the balance credited to the Participant’s
Memorandum Account (or, if applicable, the portion of such Participant’s
Memorandum Account attributable to sections 3.2 or 3.3 of this Plan) as of the
last day of the quarter ending immediately prior to the date on which payment is
to be made, divided by the number of installment payments remaining to be paid
(including the payment then being computed).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      Section
5.2                                Mandatory Cashout of Small
Balances

       

      Notwithstanding
anything in the Plan to the contrary, if, as of December 31 of any calendar year
following a Participant’s Termination of Service, the balance credited to his
Memorandum Account is less than or equal to the applicable dollar amount under
section 402(g)(1)(B) of the Code, the entire balance credited to his Memorandum
Account shall be distributed in a single lump sum payment as soon as practicable
during the immediately following calendar year; provided, however that if the
Participant has deferrals of compensation under any other account balance plan
that would be aggregated with this plan for purposes of section 409A of the Code
pursuant to Treasury Regulation section 1.409A-1(c)(2)(i)(B), no distribution
shall be allowed under this section unless (a) the sum of (i) the balance
credited to the Participant's Memorandum Account and (ii) all amounts deferred
under such other plan or plans is less than or equal to the applicable dollar
amount under 402(g)(1)(B) of the Code, (b) all such other plans provide for such
a mandatory cashout distribution, and (c) all amounts deferred under all such
plans are distributed at the same time.

       

      Section
5.3                                Restrictions on Payments to
Specified Employees

       

      Notwithstanding
anything in the Plan to the contrary, to the extent required under section 409A
of the Code, any payment under this Plan that is made to a Specified Employee on
account of his Termination of Service shall be delayed and shall be paid on the
first day of the seventh month following such Participant’s Termination of
Service.

       

      Section
5.4                                One-Time Election During
2008

       

      Notwithstanding
anything in the Plan to the contrary, subject to the consent of the Committee in
its sole and absolute discretion, a Participant may, at any time prior to
January 1, 2009, elect a new time and form of payment for the balance credited
to his Memorandum Account (or, if applicable, the portion of such Participant’s
Memorandum Account attributable to section 3.1, 3.2 or 3.3 of this Plan) as of
December 31, 2008; provided,
however, that the payment (or the first payment in a series of payments)
(a) shall be made no earlier than January 1, 2009, (b) shall be made, in the
case of amounts attributable to section 3.1 of this Plan, in a single lump sum,
a single life annuity, or such different form of payment provided for benefits
under the Retirement Plan as of December 31, 2008 as the Committee may provide,
(c) shall be made, in the case of amounts attributable to section 3.2 or 3.3 of
this Plan, in a single lump sum or by monthly, quarterly or annual installments
for a period not to exceed fifteen (15) years, and (c) shall be made no earlier
than January 1 of the year immediately following the year of such Participant’s
Termination of Service.  Such an election shall be made in the form
and manner to be determined by the Committee.

       

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      ARTICLE
VI

      TRUST
FUND

       

      Section
6.1                                Establishment of
Trust

       

      The
Company may establish a trust fund which may be used to accumulate funds to
satisfy benefit liabilities to Participants, Former Participants and their
Beneficiaries under the Plan; provided, however, that the
assets of such trust shall be subject to the claims of the creditors of the
Company in the event that it is determined that the Company is insolvent; and
provided, further, that
the trust agreement shall contain such terms, conditions and provisions as shall
be necessary to cause the Company to be considered the owner of the trust fund
for federal, state or local income tax purposes with respect to all amounts
contributed to the trust fund or any income attributable to the investments of
the trust fund. The Company shall pay all costs and expenses incurred in
establishing and maintaining such trust. Any payments made to a Participant,
Former Participant or Beneficiary from a trust established under this section
6.1 shall offset payments which would otherwise be payable by the Company in the
absence of the establishment of such trust. Any such trust will conform to the
terms of the model trust described in Revenue Procedure 92-64, as the same may
be modified from time to time.

       

      Section
6.2                                Contributions to
Trus

       

      If a
trust is established in accordance with section 6.1, the Company shall make
contributions to such trust in such amounts and at such times as may be
specified by the Committee or as may be required pursuant to the terms of the
agreement governing the establishment and operation of such trust.

       

      Section
6.3                                Unfunded Character of
Plan.

       

      Notwithstanding
the establishment of a trust pursuant to section 6.1, the Plan shall be unfunded
for purposes of the Code and ERISA. Any liability of the Bank, the Company or
another Employer to any person with respect to benefits payable under the Plan
shall be based solely upon such contractual obligations, if any, as shall be
created by the Plan, and shall give rise only to a claim against the general
assets of the Bank, the Company or such Employer. No such liability shall be
deemed to be secured by any pledge or any other encumbrance on any specific
property of the Bank, the Company or any other Employer.

       

      Section
6.4                                Payments in the Event of a
Change in Control

       

      Notwithstanding
anything in the Plan to the contrary, in the event of a Change in Control of the
Company that occurs on or after January 1, 2008, all benefits under the Plan
that have not been paid prior to the occurrence of the Change in Control
(including but not limited to the remaining installment payments in a series of
installments) shall be paid in a single lump sum upon the occurrence of the
Change in Control; provided, however, to the extent such payments are regarded
as payments on account of a Termination of Service to an individual who is a
Specified Employee, payment shall, to the extent required to comply with section
409A of the Code, be deferred until the first day of the seventh calendar month
to begin after the occurrence of the individual's Termination of
Service.

       

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      ARTICLE
VII

      ADMINISTRATION

       

      Section
7.1                                The
Committee

       

      Except
for the functions reserved to the Company or the Board, the Administration of
the Plan shall be the responsibility of the Committee. The Committee shall have
the power and the duty to take all actions and to make all decisions necessary
or proper to carry out the Plan. The determination of the Committee as to any
question involving the general administration and interpretation of the Plan
shall be final, conclusive and binding. Any discretionary actions to be taken
under the Plan by the Committee shall be uniform in their nature and applicable
to all persons similarly situated. Without limiting the generality of the
foregoing, the Committee shall have the following powers:

       

      (a)           to
furnish to all Participants, upon request, copies of the Plan and to require any
person to furnish such information as it may request for the purpose of the
proper administration of the Plan as a condition to receiving any benefits under
the Plan;

       

      (b)           to
make and enforce such rules and regulations and prescribe the use of such forms
as it shall deem necessary for the efficient administration of the
Plan;

       

      (c)           to
interpret the Plan, and to resolve ambiguities, inconsistencies and omissions,
and the determinations of the Committee in respect thereof shall be binding,
final and conclusive upon all interested parties;

       

      (d)           to
decide on questions concerning the Plan in accordance with the provisions of the
Plan;

       

      (e)           to
determine the amount of benefits which shall be payable to any person in
accordance with the provisions of the Plan, to hear and decide claims for
benefits, and to provide a full and fair review to any Participant whose claim
for benefits has been denied in whole or in part;

       

      (f)           to
designate a person, who may or may not be a member of the Committee, as “plan
administrator” for purposes of the ERISA;

       

      (g)           to
allocate any such powers and duties to or among individual members of the
Committee; and

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      (h)           the
power to designate persons other than Committee members to carry out any duty or
power which would otherwise be a responsibility of the Committee or
Administrator, under the terms of the Plan.

       

      Section
7.2                                Liability of Committee
Members and their Delegates

       

      To the
extent permitted by law, the Committee and any person to whom it may delegate
any duty or power in connection with administering the Plan, the Bank, the
Company, Employer, and the officers and directors thereof shall be entitled to
rely conclusively upon, and shall be fully protected in any action taken or
suffered by them in good faith In the reliance upon, any actuary, counsel,
accountant, other specialist, or other person selected by the Committee, or in
reliance upon any tables, valuations, certificates, opinions or reports which
shall be furnished by any of them. Farther, to the extent permitted by law, no
member of the Committee, nor the Bank, the Company, any Employer, nor the
officers or directors thereof, shall be liable for any neglect, omission or
wrongdoing of any other members of the Committee, agent, officer or employee of
the Bank, the Company or any Employer. Any person claiming benefits under the
Plan shall look solely to the Employer for redress.

       

      Section
7.3                                Plan
Expenses

       

      All
expenses incurred prior to the termination of the Plan that shall arise in
connection with the administration of the Plan (including, but not limited to
administrative expenses, proper charges and disbursements, compensation and
other expenses and charges of any actuary, counsel, accountant, specialist, or
other person who shall be employed by the Committee in connection with the
administration of the Plan), shall be paid by the Company.

       

      Section
7.4                                Facility of
Payment

       

      If the
Company is unable to make payment to any Participant, Former Participant
Beneficiary, or any other person to whom a payment is due under the Plan,
because it cannot ascertain the identity or whereabouts of such Participant,
Former Participant Beneficiary, or other person after reasonable efforts have
been made to identify or locate such person (including a notice of the payment
so due mailed to the last known address of such Participant, Former Participant
Beneficiary, or other person shown on the records of the Employer), such payment
and all subsequent payments otherwise due to such Participant, Former
Participant or other person shall be forfeited twenty-four (24) months after the
date such payment first became due; provided, however, that such payment and any
subsequent payments shall be reinstated, retroactively, no later than sixty (60)
days after the date on which the Participant, Former Participant, Beneficiary,
or other person is identified or located.

       

       

       ARTICLE
VIII 

      AMENDMENT
AND TERMINATION

       

       

      Section
8.1                                Amendment by the
Company

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      The
Company reserves the right, in its sole and absolute discretion, at any time and
from to time, by action of the Board, to amend the Plan in whole or in part. In
no event, however, shall any such amendment adversely affect the right of any
Participant, Former Participant or Beneficiary to receive any benefits under the
Plan in respect of participation for any period ending on or before the later of
the date on which such amendment is adopted or the date on which it is made
effective.

       

      Section
8.2                                Termination

       

      The
Company also reserves the right, in its sole and absolute discretion, by action
of the Board, to terminate the Plan. In such event, undistributed benefits
attributable to participation prior to the date of termination shall be
distributed as though each Participant terminated employment with the Bank, the
Company and all other Employers as of the effective date of termination of the
Plan.

       

      Section
8.3                                Amendment or Termination by
Other Employers

       

      In the
event that a corporation of trade or business other than the Company shall adopt
this Plan, such corporation or trade or business shall, by adopting the Plan,
empower the Company to amend or terminate the Plan, insofar as it shall cover
employees of such corporation or trade or business, upon the terms and
conditions set forth in sections 8.1 and 8.2; provided, however, that any such
corporation or trade or business may, by action of its board of directors or
other governing body, amend or terminate the Plan, insofar as it shall cover
employees of such corporation or trade or business, at different times and in a
different manner. In the event of any such amendment or termination by action of
the board of directors or either governing body of such a corporation or trade
or business, a separate plan shall be deemed to have been established for the
employees of such corporation or trade or business, and any amounts set aside to
provide for the satisfaction of benefit liabilities with respect to Employees of
such corporation or trade or business shall be segregated from the assets set
aside for the purposes of this Plan at the earliest practicable date and shall
be dealt with in accordance with the documents governing such separate
plan.

       

      


       

      


       

      ARTICLE
XIX

      MISCELLANEOUS
PROVISIONS

       

      Section
9.1                                Construction and
Language

       

      Wherever
appropriate in the Plan, words used in the singular may be read in the plural,
words in the plural may be read in the singular, and words importing the
masculine gender shall be deemed equally to refer to the feminine or the neuter.
Any reference to an Article or section shall be to an Article or section of the
Plan, unless otherwise indicated.

       

      Section
9.2                                Headings

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      The
headings of Articles and sections are included solely for convenience of
reference. If there is any conflict between such headings and the text of the
Agreement, the text shall control.

       

      Section
9.3                                Non-Alienation of
Benefits

       

      Except as
may otherwise be required by law, no distribution or payment under the Plan to
any Participant, Former Participant or Beneficiary shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, whether voluntary or involuntary, and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void; nor shall any such distribution or payment be in any way
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person entitled to such distribution or payment. If any Participant,
Former Participant or Beneficiary is adjudicated bankrupt or purports to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any
such distribution or payment, voluntarily or involuntarily, the Committee, in
its sole discretion, may cancel such distribution or payment or may hold or
cause to be held or applied such distribution or payment, or any part thereof,
to or for the benefit of such Participant, Former Participant or Beneficiary, in
such manner as the Committee still direct; provided, however, that no
such action by the Committee shall cause the acceleration or deferral of any
benefit payments from the date on which such payments are scheduled to be
made.

       

      Section
9.4                                Indemnification

       

      The
Company shall indemnify, hold harmless and defend each Participant, Former
Participant and Beneficiary, against their reasonable costs, including legal
fees, incurred by them or arising out of any action, suit or proceeding in which
they may be involved, as a result of their efforts, in good faith, to defend or
enforce the obligation of the Bank, the Company and any other Employer under the
terms of the Plan.

       

      Section
9.5                                Severability

       

      A
determination that any provision of the Plan is invalid or unenforceable shall
not affect the validity or enforceability of any other provision
hereof.

       

      Section
9.6                                Waiver

       

      Failure
to insist upon strict compliance with any of the terms, covenants or conditions
of the Plan shall not be deemed a waiver of such term, covenant or condition. A
waiver of any provision of the Plan must be made in writing, designated as a
waiver, and signed by the party against whom its enforcement is sought. Any
waiver or relinquishment of any right or power hereunder at any one or more
times shall not be deemed a waiver or relinquishment of such right or power at
any other time or times.

       

      Section
9.7                                Governing
Law

       

      The Plan
shall be construed, administered and enforced according to the laws of the State
of New York without giving effect to the conflict of laws principles thereof,
except to the extent that such laws are preempted by the federal laws of the
United States. Any payments made pursuant to this Plan are subject to and
conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulations
promulgated thereunder.

       

      
        
          
          

        

        
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      Section
9.8                                Taxes

       

      The
Employer shall have the right to retain a sufficient portion of any payment made
under the Plan to cover the amount required to be withheld pursuant to any
applicable federal, state and local tax law.

       

      Section
9.9                                No Deposit
Account

       

      Nothing
in the Plan shall be held or construed to establish any deposit account for any
Participant or any deposit liability on the part of the Bank. Participants'
rights hereunder shall be equivalent to those of a general unsecured creditor of
each Employer.

       

      Section
9.10                                No Right to Continued
Employment

       

      Neither
the establishment of the Plan, nor any provisions of the Plan nor any action of
the Plan Administrator, the Committee or any Employer shall be held or construed
to confer upon any Employee any right to a continuation of employment by the
Employer. The Employer reserves the right to dismiss any Employee or otherwise
deal with any Employee to the same extent as though the Plan had not been
adopted.

       

      Section
9.11                                Status of Plan Under
ERISA

       

      The Plan
is intended to be (a) to the maximum extent permitted under applicable laws, an
unfunded, non-qualified excess benefit plan as contemplated by section 3(36) of
ERISA for the purpose of providing benefits in excess of the limitations imposed
under section 415 of the Code, and (b) to the extent not so permitted, an
unfunded, non-qualified  plan maintained primarily for the purpose of
providing deferred compensation for highly compensated employees, as
contemplated by sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan is
not intended to comply with the requirements of section 401(a) of the Code or to
be subject to Parts 2, 3 and 4 of Title I of ERISA. The Plan shall be
administered and, construed so as to effectuate this intent.

       

      Section
9.12                                Compliance with Section 409A
of the Code

       

      The Plan
is intended to be a non-qualified deferred compensation plan described in
section 409A of the Code.  The Plan shall be operated, administered
and construed to give effect to such intent.  In addition,
notwithstanding Article VIII, the Plan shall be subject to amendment, with or
without advance notice to Participants and other interested parties, and on a
prospective or retroactive basis, including but not limited to amendment in a
manner that adversely affects the rights of participants and other interested
parties, to the extent necessary to effect such compliance.

       

      
        
          
          

        

        
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      ARTICLE
X

      EFFECTIVE DATE OF THE
AMENDED AND RESTATED PLAN

       

      This
amended and restated Plan is effective from and after December 31,
2008.  Prior to December 31, 2008, the previous version of the Plan
that was amended and restated in June 1997 and incorporates amendments 1, 2, 3
& 4 shall control.

       

      



      
        
          
             

            


          

           


        

        
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