MAGYAR BANK

EMPLOYEE STOCK OWNERSHIP PLAN

(adopted effective January 1, 2006)

MAGYAR BANK
EMPLOYEE STOCK OWNERSHIP PLAN

This Employee Stock Ownership Plan, executed on the ________ day of ______________, 200__, by Magyar Bank, a New Jersey-chartered stock savings bank (the "Bank"),

W I T N E S S E T H T H A T

WHEREAS, the board of directors of the Bank has resolved to adopt an employee stock ownership plan for eligible employees of the Bank and subsidiaries of the Bank, if any, in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, the Bank hereby adopts the following Plan setting forth the terms and conditions pertaining to contributions by the Employer and the payment of benefits to Participants and Beneficiaries.

IN WITNESS WHEREOF, the Bank has adopted this Plan and caused this instrument to be executed by its duly authorized officers as of the above date.

ATTEST:

______________________________          By:  ___________________________________
Secretary                                    President

                                C O N T E N T S

                                                                        PAGE NO.
SECTION 1.    PLAN IDENTITY....................................................1
        1.1   NAME.............................................................1
        1.2   PURPOSE..........................................................1
        1.3   EFFECTIVE DATE...................................................1
        1.4   FISCAL PERIOD....................................................1
        1.5   SINGLE PLAN FOR ALL EMPLOYERS....................................1
        1.6   INTERPRETATION OF PROVISIONS.....................................1
SECTION 2.    DEFINITIONS......................................................1
SECTION 3.    ELIGIBILITY FOR PARTICIPATION....................................6
        3.1   INITIAL ELIGIBILITY..............................................6
        3.2   DEFINITION OF ELIGIBILITY YEAR...................................6
        3.3   TERMINATED EMPLOYEES.............................................7
        3.4   CERTAIN EMPLOYEES INELIGIBLE.....................................7
        3.5   PARTICIPATION AND REPARTICIPATION................................7
        3.6   OMISSION OF ELIGIBLE EMPLOYEE....................................7
        3.7   INCLUSION OF INELIGIBLE EMPLOYEE.................................7
SECTION 4.    CONTRIBUTIONS AND CREDITS........................................8
        4.1   DISCRETIONARY CONTRIBUTIONS......................................8
        4.2   CONTRIBUTIONS FOR STOCK OBLIGATIONS..............................8
        4.3   CONDITIONS AS TO CONTRIBUTIONS...................................8
        4.4   ROLLOVER CONTRIBUTIONS...........................................9
SECTION 5.    LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS.....................9
        5.1   LIMITATION ON ANNUAL ADDITIONS...................................9
        5.2   EFFECT OF LIMITATIONS...........................................10
        5.3   LIMITATIONS AS TO CERTAIN PARTICIPANTS..........................11
        5.4   ERRONEOUS ALLOCATIONS...........................................11
SECTION 6.    TRUST FUND AND ITS INVESTMENT...................................11
        6.1   CREATION OF TRUST FUND..........................................11
        6.2   STOCK FUND AND INVESTMENT FUND..................................11
        6.3   ACQUISITION OF STOCK............................................12
        6.4   PARTICIPANTS' OPTION TO DIVERSIFY...............................13
SECTION 7.    VOTING RIGHTS AND DIVIDENDS ON STOCK............................13
        7.1   VOTING AND TENDERING OF STOCK...................................13
        7.2   DIVIDENDS ON STOCK..............................................14
SECTION 8.    ADJUSTMENTS TO ACCOUNTS.........................................14
        8.1   ALLOCATIONS.....................................................14
        8.2   CHARGES TO ACCOUNTS.............................................15
        8.3   STOCK FUND ACCOUNT..............................................15
        8.4   INVESTMENT FUND ACCOUNT.........................................15
        8.5   ADJUSTMENT TO VALUE OF TRUST FUND...............................15
        8.6   PARTICIPANT STATEMENTS..........................................15
SECTION 9.    VESTING OF PARTICIPANTS' INTERESTS..............................16
        9.1   DEFERRED VESTING IN ACCOUNTS....................................16
        9.2   COMPUTATION OF VESTING YEARS....................................16
        9.3   FULL VESTING UPON CERTAIN EVENTS................................16
        9.4   FULL VESTING UPON PLAN TERMINATION..............................17

        9.5   FORFEITURE, REPAYMENT, AND RESTORAL.............................17
        9.6   ACCOUNTING FOR FORFEITURES......................................18
        9.7   VESTING AND NONFORFEITABILITY...................................18
SECTION 10.   PAYMENT OF BENEFITS.............................................18
        10.1  BENEFITS FOR PARTICIPANTS.......................................18
        10.2  TIME FOR DISTRIBUTION...........................................19
        10.3  MARITAL STATUS..................................................20
        10.4  DELAY IN BENEFIT DETERMINATION..................................20
        10.5  ACCOUNTING FOR BENEFIT PAYMENTS.................................20
        10.6  OPTIONS TO RECEIVE AND SELL STOCK...............................20
        10.7  RESTRICTIONS ON DISPOSITION OF STOCK............................21
        10.8  CONTINUING LOAN PROVISIONS; CREATIONS OF
                PROTECTIONS AND RIGHTS........................................22
        10.9  DIRECT ROLLOVER OF ELIGIBLE DISTRIBUTION........................22
        10.10 WAIVER OF 30-DAY PERIOD AFTER NOTICE OF DISTRIBUTION............22
SECTION 11.   RULES GOVERNING BENEFIT CLAIMS AND REVIEW OF APPEALS............23
        11.1  CLAIM FOR BENEFITS..............................................23
        11.2  NOTIFICATION BY COMMITTEE.......................................23
        11.3  CLAIMS REVIEW PROCEDURE.........................................23
SECTION 12.   THE COMMITTEE AND ITS FUNCTIONS.................................23
        12.1  AUTHORITY OF COMMITTEE..........................................23
        12.2  IDENTITY OF COMMITTEE...........................................24
        12.3  DUTIES OF COMMITTEE.............................................24
        12.4  VALUATION OF STOCK..............................................24
        12.5  COMPLIANCE WITH ERISA...........................................24
        12.6  ACTION BY COMMITTEE.............................................24
        12.7  EXECUTION OF DOCUMENTS..........................................25
        12.8  ADOPTION OF RULES...............................................25
        12.9  RESPONSIBILITIES TO PARTICIPANTS................................25
        12.10 ALTERNATIVE PAYEES IN EVENT OF INCAPACITY.......................25
        12.11 INDEMNIFICATION BY EMPLOYERS....................................25
        12.12 NONPARTICIPATION BY INTERESTED MEMBER...........................25
SECTION 13.   ADOPTION, AMENDMENT, OR TERMINATION OF THE PLAN.................25
        13.1  ADOPTION OF PLAN BY OTHER EMPLOYERS.............................25
        13.2  PLAN ADOPTION SUBJECT TO QUALIFICATION..........................25
        13.3  RIGHT TO AMEND OR TERMINATE.....................................26
SECTION 14.   MISCELLANEOUS PROVISIONS........................................26
        14.1  PLAN CREATES NO EMPLOYMENT RIGHTS...............................26
        14.2  NONASSIGNABILITY OF BENEFITS....................................26
        14.3  LIMIT OF EMPLOYER LIABILITY.....................................26
        14.4  TREATMENT OF EXPENSES...........................................27
        14.5  NUMBER AND GENDER...............................................27
        14.6  NONDIVERSION OF ASSETS..........................................27
        14.7  SEPARABILITY OF PROVISIONS......................................27
        14.8  SERVICE OF PROCESS..............................................27
        14.9  GOVERNING STATE LAW.............................................27
        14.10 EMPLOYER CONTRIBUTIONS CONDITIONED ON DEDUCTIBILITY.............27
        14.11 UNCLAIMED ACCOUNTS..............................................27
        14.12 QUALIFIED DOMESTIC RELATIONS ORDER..............................28

15.1  TOP-HEAVY PLAN..................................................28
15.2  SUPER TOP-HEAVY PLAN............................................29
15.3  DEFINITIONS.....................................................29
15.4  TOP-HEAVY RULES OF APPLICATION..................................30
15.5  MINIMUM CONTRIBUTIONS...........................................31
15.6  TOP-HEAVY PROVISIONS CONTROL IN TOP-HEAVY PLAN..................31

MAGYAR BANK
EMPLOYEE STOCK OWNERSHIP PLAN

SECTION 1. PLAN IDENTITY.

1.1 NAME. The name of this Plan is "Magyar Bank Employee Stock Ownership Plan."

1.2 PURPOSE. The purpose of this Plan is to describe the terms and conditions under which contributions made pursuant to the Plan will be credited and paid to the Participants and their Beneficiaries.

1.3 EFFECTIVE DATE. The Effective Date of this Plan is January 1, 2006.

1.4 FISCAL PERIOD. This Plan shall be operated on the basis of a January 1 to December 31 fiscal year for the purpose of keeping the Plan's books and records and distributing or filing any reports or returns required by law.

1.5 SINGLE PLAN FOR ALL EMPLOYERS. This Plan shall be treated as a single plan with respect to all participating Employers for the purpose of crediting contributions and forfeitures and distributing benefits, determining whether there has been any termination of Service, and applying the limitations set forth in Section 5.

1.6 INTERPRETATION OF PROVISIONS. The Employers intend this Plan and the Trust Agreement to be a qualified stock bonus plan under Section 401(a) of the Code and an employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA and Section 4975(e)(7) of the Code. The Plan is intended to have its assets invested primarily in qualifying employer securities of one or more Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy any requirement under ERISA or the Code applicable to such a plan.

Accordingly, the Plan and Trust Agreement shall be interpreted and applied in a manner consistent with this intent and shall be administered at all times and in all respects in a nondiscriminatory manner.

SECTION 2. DEFINITIONS.

The following capitalized words and phrases shall have the meanings specified when used in this Plan and in the Trust Agreement, unless the context clearly indicates otherwise:

"ACCOUNT" means a Participant's interest in the assets accumulated under this Plan as expressed in terms of a separate account balance which is periodically adjusted to reflect his Employer's contributions, the Plan's investment experience, and distributions and forfeitures.

"ACTIVE PARTICIPANT" means a Participant who has satisfied the eligibility requirements under Section 3 and who has at least 1,000 Hours of Service during the current Plan Year. However, a Participant shall not qualify as an Active Participant unless (i) he is in active Service with an Employer as of the last day of the Plan Year, or (ii) he is on a Recognized Absence as of that date, or (iii) his Service terminated during the Plan Year by reason of Disability, death, Early or Normal Retirement.

"BANK" means Magyar Bank and any entity which succeeds to the business of Magyar Bank and adopts this Plan as its own pursuant to Section 13.1 of the Plan.

"BENEFICIARY" means the person or persons who are designated by a Participant to receive benefits payable under the Plan on the Participant's death. In the absence of any designation or if all the designated Beneficiaries shall die before the Participant dies or shall die before all benefits have been paid, the Participant's Beneficiary shall be his surviving Spouse, if any, or his estate if he is not survived by a Spouse. The Committee may rely upon the advice of the Participant's executor or administrator as to the identity of the Participant's Spouse.

"BREAK IN SERVICE" means any Plan Year, or, for the initial eligibility computation period under Section 3.2, the 12-consecutive month period beginning on the first day of which an Employee has an Hour of Service, in which an Employee has 500 or fewer Hours of Service. Solely for this purpose, an Employee shall be considered employed for his normal hours of paid employment during a Recognized Absence (said Employee shall not be credited with more than 501 Hours of Service to avoid a Break in Service), unless he does not resume his Service at the end of the Recognized Absence. Further, if an Employee is absent for any period (i) by reason of the Employee's pregnancy, (ii) by reason of the birth of the Employee's child, (iii) by reason of the placement of a child with the Employee in connection with the Employee's adoption of the child, or (iv) for purposes of caring for such child for a period beginning immediately after such birth or placement, the Employee shall be credited with the Hours of Service which would normally have been credited but for such absence, up to a maximum of 501 Hours of Service.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMMITTEE" means the committee responsible for the administration of this Plan in accordance with Section 12.

"COMPANY" means Magyar Bancorp, Inc., the holding company of the Bank, and any successor entity which succeeds to the business of the Company.

"DISABILITY" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered to be permanently and totally disabled unless he furnishes proof of the existence thereof in such form and manner, and at such times, as the Committee may require.

"EARLY RETIREMENT" means retirement on or after the date a Participant attains age 55 and has completed 10 years of participation in the Plan.

"EFFECTIVE DATE" means January 1, 2006.

"ELIGIBLE EMPLOYEE" means an Employee who is employed on the Effective Date, and thereafter, who has both (i) satisfied the age requirement of Section 3.1(b) and (ii) has performed 1,000 Hours of Service in the applicable Eligibility Year, in accordance with Section 3.2.

"EMPLOYEE" means any individual who is or has been employed or self-employed by an Employer. "Employee" also means an individual employed by a leasing organization who, pursuant to an agreement between an Employer and the leasing organization, has performed services for the Employer and any related persons (within the meaning of Section 414(n)(6) of the Code) on a substantially full-time basis for more than one year, if such services are performed under the primary direction or control of the Employer. However, such a "leased employee" shall not be considered an Employee if (i) he participates in a money purchase pension plan sponsored by the leasing organization which provides for immediate participation, immediate full vesting, and an annual contribution of at least 10 percent of the Employee's 415 Compensation, and (ii) leased

employees do not constitute more than 20 percent of the Employer's total work force (including leased employees, but excluding Highly Paid Employees and any other Employees who have not performed services for the Employer on a substantially full-time basis for at least one year).

"EMPLOYER" means the Bank or any affiliate within the purview of section
414(b), (c) or (m) and 415(h) of the Code, any other corporation, partnership, or proprietorship which adopts this Plan with the Bank's consent pursuant to
Section 13.1, and any entity which succeeds to the business of any Employer and adopts the Plan pursuant to Section 13.2.

"ENTRY DATE" means the Effective Date of the Plan and each January 1 and July 1 of each Plan Year after the Effective Date.

"ERISA" means the Employee Retirement Income Security Act of 1974 (P.L. 93-406, as amended).

"415 COMPENSATION"

(a) shall mean wages, as defined in Code Section 3401(a) for purposes of income tax withholding at the source.

(b) Any elective deferral as defined in Code Section
402(g)(3) (any Employer contributions made on behalf of a Participant to the extent not includible in gross income and any Employer contributions to purchase an annuity contract under Code Section 403(b) under a salary reduction agreement) and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in gross income of the Participant by reason of Code Section
125 (Cafeteria Plan), Code Section 457 or 132(f)(4) shall also be included in the definition of 415 Compensation.

(c) 415 Compensation in excess of $210,000 (as indexed) shall be disregarded for all Participants. For purposes of this sub-section, the $210,000 limit shall be referred to as the "applicable limit" for the Plan Year in question. The $210,000 limit shall be adjusted for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code, effective for the Plan Year which begins within the applicable calendar year. For purposes of the applicable limit, 415 Compensation shall be prorated over short Plan Years.

"HIGHLY PAID EMPLOYEE" for any Plan Year means an Employee who, during either that or the immediately preceding Plan Year was at any time a five percent owner of the Employer (as defined in Code Section 416(i)(1)) or, during the immediately preceding Plan Year, had 415 Compensation exceeding $95,000 and was among the most highly compensated one-fifth of all Employees (the $95,000 amount is adjusted at the same time and in the same manner as under Code Section
415(d), provided, however, the base period is the calendar quarter ending September 30, 1996). For these purposes, "the most highly compensated one-fifth of all Employees" shall be determined by taking into account all individuals working for all related Employer entities described in the definition of "Service," but excluding any individual who has not completed six months of Service, who normally works fewer than 17-1/2 hours per week or in fewer than six months per year, who has not reached age 21, whose employment is covered by a collective bargaining agreement, or who is a nonresident alien who receives no earned income from United States sources. The applicable year for which a determination is being made is called a "determination year" and the preceding 12-month period is called a look-back year.

"HOURS OF SERVICE" means hours to be credited to an Employee under the following rules:

(a) Each hour for which an Employee is paid or is entitled to be paid for services to an Employer is an Hour of Service.

(b) Each hour for which an Employee is directly or indirectly paid or is entitled to be paid for a period of vacation, holidays, illness, disability, lay-off, jury duty, temporary military duty, or leave of absence is an Hour of Service. However, except as otherwise specifically provided, no more than 501 Hours of Service shall be credited for any single continuous period which an Employee performs no duties. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Further, no Hours of Service shall be credited on account of payments made solely under a plan maintained to comply with worker's compensation, unemployment compensation, or disability insurance laws, or to reimburse an Employee for medical expenses.

(c) Each hour for which back pay (ignoring any mitigation of damages) is either awarded or agreed to by an Employer is an Hour of Service. However, no more than 501 Hours of Service shall be credited for any single continuous period during which an Employee would not have performed any duties. The same Hours of Service will not be credited both under paragraph (a) or (b) as the case may be, and under this paragraph (c). These hours will be credited to the employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award agreement or payment is made.

(d) Hours of Service shall be credited in any one period only under one of the foregoing paragraphs (a), (b) and (c); an Employee may not get double credit for the same period.

(e) If an Employer finds it impractical to count the actual Hours of Service for any class or group of non-hourly Employees, each Employee in that class or group shall be credited with 45 Hours of Service for each weekly pay period in which he has at least one Hour of Service. However, an Employee shall be credited only for his normal working hours during a paid absence.

(f) Hours of Service to be credited on account of a payment to an Employee (including back pay) shall be recorded in the period of Service for which the payment was made. If the period overlaps two or more Plan Years, the Hours of Service credit shall be allocated in proportion to the respective portions of the period included in the several Plan Years. However, in the case of periods of 31 days or less, the Administrator may apply a uniform policy of crediting the Hours of Service to either the first Plan Year or the second.

(g) In all respects an Employee's Hours of Service shall be counted as required by Section 2530.200b-2(b) and (c) of the Department of Labor's regulations under Title I of ERISA.

"INVESTMENT FUND" means that portion of the Trust Fund consisting of assets other than Stock. Notwithstanding the above, assets from the Investment Fund may be used to purchase Stock in the open market or otherwise, or used to pay on the Stock Obligation, and shares so purchased will be allocated to a Participant's Stock Fund.

"NORMAL RETIREMENT" means retirement on or after the Participant's Normal Retirement Date.

"NORMAL RETIREMENT DATE" means the date on which a Participant attains age 65 and has completed five years of participation in the Plan.

"PARTICIPANT" means any Eligible Employee who is an Active Participant participating in the Plan, or Eligible Employee or former Employee who was previously an Active Participant and still has a balance credited to his Account.

"PLAN YEAR" means the twelve-month period commencing January 1 and ending December 31, 2006 and each period of 12 consecutive months beginning on January 1 of each succeeding year.

"RECOGNIZED ABSENCE" means a period for which --

(a) an Employer grants an Employee a leave of absence for a limited period, but only if an Employer grants such leave on a nondiscriminatory basis; or

(b) an Employee is temporarily laid off by an Employer because of a change in business conditions; or

(c) an Employee is on active military duty, but only to the extent that his employment rights are protected by the Military Selective Service Act of 1967 (38 U.S.C. Sec. 2021).

"SERVICE" means an Employee's period(s) of employment or self-employment with an Employer, excluding for initial eligibility purposes any period in which the individual was a nonresident alien and did not receive from an Employer any earned income which constituted income from sources within the United States. An Employee's Service shall include any Service which constitutes Service with a predecessor Employer within the meaning of Section 414(a) of the Code, provided, however, that Service with an acquired entity shall not be considered Service under the Plan unless required by applicable law or agreed to by the parties to such transaction. An Employee's Service shall also include any Service with an entity which is not an Employer, but only either (i) for a period after 1975 in which the other entity is a member of a controlled group of corporations or is under common control with other trades and businesses within the meaning of
Section 414(b) or 414(c) of the Code, and a member of the controlled group or one of the trades and businesses is an Employer, (ii) for a period after 1979 in which the other entity is a member of an affiliated service group within the meaning of Section 414(m) of the Code, and a member of the affiliated service group is an Employer, or (iii) all Employers aggregated with the Employer under
Section 414(o) of the Code (but not until the Proposed Regulations under Section 414(o) become effective). Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

"SPOUSE" means the individual, if any, to whom a Participant is lawfully married on the date benefit payments to the Participant are to begin, or on the date of the Participant's death, if earlier. A former Spouse shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order as described in section 414(p) of the Code.

"STOCK" means shares of the Company's voting common stock or preferred stock meeting the requirements of Section 409(e)(3) of the Code issued by an Employer which is a member of the same controlled group of corporations within the meaning of Code Section 414(b).

"STOCK FUND" means that portion of the Trust Fund consisting of Stock.

"STOCK OBLIGATION" means an indebtedness arising from any extension of credit to the Plan or the Trust which satisfies the requirements set forth in
Section 6.3 and which was obtained for any or all of the following purposes:

(i) to acquire qualifying Employer securities as defined in Treasury Regulations ss.54.4975-12;

(ii) to repay such Stock Obligation; or

(iii) to repay a prior exempt loan.

"TRUST" OR "TRUST FUND" means the trust fund created under this Plan.

"TRUST AGREEMENT" means the agreement between the Bank and the Trustee concerning the Trust Fund. If any assets of the Trust Fund are held in a co-mingled trust fund with assets of other qualified retirement plans, "Trust Agreement" shall be deemed to include the trust agreement governing that co-mingled trust fund. With respect to the allocation of investment responsibility for the assets of the Trust Fund, the provisions of Article II of the Trust Agreement are incorporated herein by reference.

"TRUSTEE" means one or more corporate persons or individuals selected from time to time by the Bank to serve as trustee or co-trustees of the Trust Fund.

"UNALLOCATED STOCK FUND" means that portion of the Stock Fund consisting of the Plan's holding of Stock which have been acquired in exchange for one or more Stock Obligations and which have not yet been allocated to the Participant's Accounts in accordance with Section 4.2.

"VALUATION DATE" means, for so long as there is a generally recognized market for the Stock, each business day. If at any time there shall be no generally recognized market for the Stock, then "Valuation Date" shall mean the last day of the Plan Year and each other date as of which the Committee shall determine the investment experience of the Investment Fund and adjust the Participants' Accounts accordingly.

"VALUATION PERIOD" means the period following a Valuation Date and ending with the next Valuation Date.

"VESTING YEAR" means a unit of Service credited to a Participant pursuant to Section 9.2 for purposes of determining his vested interest in his Account.

SECTION 3. ELIGIBILITY FOR PARTICIPATION.

3.1 INITIAL ELIGIBILITY. Each Employee shall initially enter the Plan on the Effective Date if he or she was an Employee on the Effective Date. Any person who subsequently becomes an Employee shall enter the Plan as of the Entry Date coincident with or next following the later of the following dates:

(a) the last day of the Eligible Employee's first Eligibility Year, and

(b) the Eligible Employee's 21st birthday. However, if an Eligible Employee is not in active Service with an Employer on the date he would otherwise first enter the Plan, his entry shall be deferred until the next day he is in Service.

3.2 DEFINITION OF ELIGIBILITY YEAR. "Eligibility Year" means an applicable eligibility period (as defined below) in which the Eligible Employee has completed 1,000 Hours of Service for the Employer. For this purpose:

(a) an Eligible Employee's first "eligibility period" is the 12-consecutive month period beginning on the first day on which he has an Hour of Service, and

(b) his subsequent eligibility periods will be 12-consecutive month periods beginning on each January 1 after that first day of Service.

3.3 TERMINATED EMPLOYEES. No Employee shall have any interest or rights under this Plan if he is never in active Service with an Employer on or after the Effective Date.

3.4 CERTAIN EMPLOYEES INELIGIBLE.

(a) No Employee shall participate in the Plan while his Service is covered by a collective bargaining agreement between an Employer and the Employee's collective bargaining representative if (i) retirement benefits have been the subject of good faith bargaining between the Employer and the representative and (ii) the collective bargaining agreement does not provide for the Employee's participation in the Plan.

(b) Leased Employees are not eligible to participate in the Plan.

(c) Employees who are nonresident aliens with no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)).

(d) An Eligible Employee may elect not to participate in the Plan, provided, however, such election is made solely to meet the requirements of Code Section 409(n). For an election to be effective for a particular Plan Year, the Eligible Employee or Participant must file the election in writing with the Plan Administrator no later than the last day of the Plan Year for which the election is to be effective. The Employer may not make a contribution under the Plan for the Eligible Employee or for the Participant for the Plan Year for which the election is effective, nor for any succeeding Plan Year, unless the Eligible Employee or Participant re-elects to participate in the Plan. The Eligible Employee or Participant may elect again not to participate, but not earlier than the first Plan Year following the Plan Year in which the re-election was first effective.

3.5 PARTICIPATION AND REPARTICIPATION. Subject to the satisfaction of the foregoing requirements, an Eligible Employee shall participate in the Plan during each period of his Service from the date on which he first becomes eligible until his termination. For this purpose, an Eligible Employee who returns before five (5) consecutive Breaks in Service who previously satisfied the initial eligibility requirements or who returns after five (5) consecutive one year Breaks in Service with a vested Account balance in the Plan shall re-enter the Plan as of the date of his return to Service with an Employer.

3.6 OMISSION OF ELIGIBLE EMPLOYEE. If, in any Plan Year, any Eligible Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by his Employer for the year has been made, the Employer shall make a subsequent contribution with respect to the omitted Eligible Employee in the amount which the said Employer would have contributed regardless of whether or not it is deductible in whole or in part in any taxable year under applicable provisions of the Code.

3.7 INCLUSION OF INELIGIBLE EMPLOYEE. If, in any fiscal year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been made, the Employer shall not be entitled to recover the

contribution made with respect to the ineligible person regardless of whether or not a deduction is allowable with respect to such contribution. In such event, the amount contributed with respect to the ineligible person shall constitute a forfeiture for the fiscal year in which the discovery is made.

SECTION 4. CONTRIBUTIONS AND CREDITS.

4.1 DISCRETIONARY CONTRIBUTIONS. The Employer shall from time to time contribute, with respect to a Plan Year, such amounts as it may determine from time to time. The Employer shall have no obligation to contribute any amount under this Plan except as so determined in its sole discretion. The Employer's contributions and available forfeitures for a Plan Year shall be credited as of the last day of the year to the Accounts of the Active Participants in proportion to their amounts of 415 Compensation earned during that portion of the Plan Year that such persons are Participants in the Plan.

4.2 CONTRIBUTIONS FOR STOCK OBLIGATIONS. If the Trustee, upon instructions from the Committee, incurs any Stock Obligation upon the purchase of Stock, the Employer may contribute for each Plan Year an amount sufficient to cover all payments of principal and interest as they come due under the terms of the Stock Obligation. If there is more than one Stock Obligation, the Employer shall designate the one to which any contribution is to be applied. Investment earnings realized on Employer contributions and any dividends paid by the Employer on Stock held in the Unallocated Stock Account, shall be applied to the Stock Obligation related to that Stock, subject to Section 7.2.

In each Plan Year in which Employer contributions, earnings on contributions, or dividends on unallocated Stock are used as payments under a Stock Obligation, a certain number of shares of the Stock acquired with that Stock Obligation which is then held in the Unallocated Stock Fund shall be released for allocation among the Participants. The number of shares released shall bear the same ratio to the total number of those shares then held in the Unallocated Stock Fund (prior to the release) as (i) the principal and interest payments made on the Stock Obligation in the current Plan Year bears to (ii) the sum of (i) above, and the remaining principal and interest payments required (or projected to be required on the basis of the interest rate in effect at the end of the Plan Year) to satisfy the Stock Obligation.

At the direction of the Committee, the current and projected payments of interest under a Stock Obligation may be ignored in calculating the number of shares to be released in each year if (i) the Stock Obligation provides for annual payments of principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for 10 years, (ii) the interest included in any payment is ignored only to the extent that it would be determined to be interest under standard loan amortization tables, and (iii) the term of the Stock Obligation, by reason of renewal, extension, or refinancing, has not exceeded 10 years from the original acquisition of the Stock.

4.3 CONDITIONS AS TO CONTRIBUTIONS. Employers' contributions shall in all events be subject to the limitations set forth in Section 5. Contributions may be made in the form of cash, or securities and other property to the extent permissible under ERISA, including Stock, and shall be held by the Trustee in accordance with the Trust Agreement. In addition to the provisions of
Section 13.3 for the return of an Employer's contributions in connection with a failure of the Plan to qualify initially under the Code, any amount contributed by an Employer due to a good faith mistake of fact, or based upon a good faith but erroneous determination of its deductibility under Section 404 of the Code, shall be returned to the Employer within one year after the date on which the contribution was originally made, or within one year after its nondeductibility has been finally determined. However, the amount to be returned shall be reduced to take account of any adverse investment experience within the Trust Fund in order that the balance credited to each Participant's Account is not less that it would have been if the contribution had never been made.

4.4 ROLLOVER CONTRIBUTIONS. This Plan shall not accept a direct rollover or rollover contribution of an "eligible rollover distribution" as such term is defined in Section 10.9-1 of the Plan.

SECTION 5. LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS.

5.1 LIMITATION ON ANNUAL ADDITIONS. Notwithstanding anything herein to the contrary, allocation of Employer contributions for any Plan Year shall be subject to the following:

5.1-1 If allocation of Employer contributions in accordance with Section 4.1 will result in an allocation of more than one-third the total contributions for a Plan Year to the Accounts of Highly Paid Employees, then allocation of such amount shall be adjusted so that such excess will not occur.

5.1-2 After adjustment, if any, required by the preceding paragraph, the annual additions during any Plan Year to any Participant's Account under this and any other defined contribution plans maintained by the Employer or an affiliate (within the purview of
Section 414(b), (c) and (m) and Section 415(h) of the Code, which affiliate shall be deemed the Employer for this purpose) shall not exceed the lesser of $40,000 (or such other dollar amount which results from cost-of-living adjustments under Section 415(d) of the Code) (the "dollar limitation") or 100 percent of the Participant's 415 Compensation for such limitation year (the "percentage limitation"). The percentage limitation shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant's annual compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any individual under the limits of Code Section 415, or under other limited facts and circumstances that the Commissioner of the Internal Revenue Service finds justify the availability of the rules set forth in this paragraph, the annual additions under the terms of the Plan for a particular Participant would cause the limitations of Code Section 415 applicable to that Participant for the limitation year to be exceeded, the excess amounts shall not be deemed annual additions in that limitation year if they are treated in accordance with any one of the following:

(i) Any excess amount at the end of the Plan Year that cannot be allocated to the Participant's Account shall be reallocated to the remaining Participants who are eligible for an allocation of Employer contributions for the Plan Year. The reallocation shall be made in accordance with Section 4.1 of the Plan as if the Participant whose Account otherwise would receive the excess amount is not eligible for an allocation of Employer contributions.

(ii) If the allocation or reallocation of the excess amounts causes the limitations of Code section 415 to be exceeded with respect to each Participant for the limitation year, then the excess amount will be held unallocated in a suspense account. The suspense account will be applied to reduce future Employer contributions for all remaining Participants in the next limitation year and each succeeding limitation year if necessary.

(iii) If a suspense account is in existence at any time during a limitation year, it will not participate in any allocation of investment gains and losses. All amounts held in suspense accounts must be allocated to Participants' Accounts before any contributions may be made to the Plan for the limitation year.

(iv) If a suspense account exists at the time of Plan termination, amounts held in the suspense account that cannot be allocated shall revert to the Employer.

5.1-3 For purposes of this Section 5.1, the "annual addition" to a Participant's Accounts means the sum of (i) Employer contributions,
(ii) Employee contributions, if any, and (iii) forfeitures. Annual additions to a defined contribution plan also include amounts allocated, after March 31, 1984, to an individual medical account, as defined in
Section 415(l)(2) of the Internal Revenue Code, which is part of a pension or annuity plan maintained by the Employer, amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a Key Employee under a welfare benefit fund, as defined in Section 419A(d) of the Internal Revenue Code, maintained by the Employer. For these purposes, annual additions to a defined contribution plan shall not include the allocation of the excess amounts remaining in the Unallocated Stock Fund subsequent to a sale of stock from such fund in accordance with a transaction described in Section 8.1 of the Plan.

5.1-4 Notwithstanding the foregoing, if no more than one-third of the Employer contributions to the Plan for a year which are deductible under Section 404(a)(9) of the Code are allocated to Highly Paid Employees (within the meaning of Section 414(q) of the Internal Revenue Code), the limitations imposed herein shall not apply to:

(i) forfeitures of Employer securities (within the meaning of Section 409 of the Code) under the Plan if such securities were acquired with the proceeds of a loan described in Section 404(a)(9)(A) of the Code), or

(ii) Employer contributions to the Plan which are deductible under Section 404(a)(9)(B) and charged against a Participant's Account.

5.1-5 If the Employer contributes amounts, on behalf of Eligible Employees covered by this Plan, to other "defined contribution plans" as defined in Section 3(34) of ERISA, the limitation on annual additions provided in this Section shall be applied to annual additions in the aggregate to this Plan and to such other plans. Reduction of annual additions, where required, shall be accomplished first by reductions under such other plan pursuant to the directions of the named fiduciary for administration of such other plans or under priorities, if any, established under the terms of such other plans and then by allocating any remaining excess for this Plan in the manner and priority set out above with respect to this Plan.

5.1-6 A limitation year shall mean each 12 consecutive month period beginning each January 1.

5.2 EFFECT OF LIMITATIONS. The Committee shall take whatever action may be necessary from time to time to assure compliance with the limitations set forth in Section 5.1. Specifically, the Committee shall see that each Employer restrict its contributions for any Plan Year to an amount which, taking into account the amount of available forfeitures, may be completely allocated to the Participants consistent with those limitations. Where the limitations would otherwise be exceeded by any Participant, further allocations to the Participant shall be curtailed to the extent necessary to satisfy the limitations. Where an excessive amount is contributed on account of a mistake as to one or more Participants' compensation, or there is an amount of forfeitures which may not be credited in the Plan Year in which it becomes available, the amount shall be corrected in accordance with Section 5.1-2 of the Plan. If it is determined at any time that the Committee and/or Trustee has erred in accepting and allocating any contributions or forfeitures under this Plan, or in allocating net gain or loss pursuant to Sections 8.2 and 8.3, then the Committee, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be corrected and shall

promptly advise the Trustee in writing of such error and of the method for correcting such error. The Accounts of any or all Participants may be revised, if necessary, in order to correct such error.

5.3 LIMITATIONS AS TO CERTAIN PARTICIPANTS. Aside from the limitations set forth in Section 5.1, if the Plan acquires any Stock in a transaction as to which a selling shareholder or the estate of a deceased shareholder is claiming the benefit of Section 1042 of the Code, the Committee shall see that none of such Stock, and no other assets in lieu of such Stock, are allocated to the Accounts of certain Participants in order to comply with
Section 409(n) of the Code.

This restriction shall apply at all times to a Participant who owns (taking into account the attribution rules under Section 318(a) of the Code, without regard to the exception for employee plan trusts in Section 318(a)(2)(B)(i) more than 25 percent of any class of stock of a corporation which issued the Stock acquired by the Plan, or another corporation within the same controlled group, as defined in Section 409(l)(4) of the Code (any such class of stock hereafter called a "Related Class"). For this purpose, a Participant who owns more than 25 percent of any Related Class at any time within the one year preceding the Plan's purchase of the Stock shall be subject to the restriction as to all allocations of the Stock, but any other Participant shall be subject to the restriction only as to allocations which occur at a time when he owns more than 25 percent of any Related Class.

Further, this restriction shall apply to the selling shareholder claiming the benefit of Section 1042 and any other Participant who is related to such a shareholder within the meaning of Section 267(b) of the Code, during the period beginning on the date of sale and ending on the later of (1) the date that is ten years after the date of sale, or (2) the date of the Plan allocation attributable to the final payment of acquisition indebtedness incurred in connection with the sale.

This restriction shall not apply to any Participant who is a lineal descendant of a selling shareholder if the aggregate amounts allocated under the Plan for the benefit of all such descendants do not exceed five percent of the Stock acquired from the shareholder.

5.4 ERRONEOUS ALLOCATIONS. No Participant shall be entitled to any annual additions or other allocations to his Account in excess of those permitted under Section 5. If it is determined at any time that the administrator and/or Trustee have erred in accepting and allocating any contributions or forfeitures under this Plan, or in allocating investment adjustments, or in excluding or including any person as a Participant, then the administrator, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be corrected and shall promptly advise the Trustee in writing of such error and of the method for correcting such error. The Accounts of any or all Participants may be revised, if necessary, in order to correct such error.

SECTION 6. TRUST FUND AND ITS INVESTMENT.

6.1 CREATION OF TRUST FUND. All amounts received under the Plan from Employers and investments shall be held as the Trust Fund pursuant to the terms of this Plan and of the Trust Agreement between the Bank and the Trustee. The benefits described in this Plan shall be payable only from the assets of the Trust Fund, and none of the Bank, any other Employer, its board of directors or trustees, its stockholders, its officers, its employees, the Committee, and the Trustee shall be liable for payment of any benefit under this Plan except from the Trust Fund.

6.2 STOCK FUND AND INVESTMENT FUND. The Trust Fund held by the Trustee shall be divided into the Stock Fund, consisting entirely of Stock, and the Investment Fund, consisting of all assets of the Trust other than Stock. The Trustee shall have no investment responsibility for the Stock Fund, but shall accept any

Employer contributions made in the form of Stock, and shall acquire, sell, exchange, distribute, and otherwise deal with and dispose of Stock in accordance with the instructions of the Committee. The Trustee shall have full responsibility for the investment of the Investment Fund, except to the extent such responsibility may be delegated from time to time to one or more investment managers pursuant to Section 2.3 of the Trust Agreement, or to the extent the Committee directs the Trustee to purchase Stock with the assets in the Investment Fund.

6.3 ACQUISITION OF STOCK. From time to time the Committee may, in its sole discretion, direct the Trustee to acquire Stock from the issuing Employer or from shareholders, including shareholders who are or have been Employees, Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for such Stock no more than its fair market value, which shall be determined conclusively by the Committee pursuant to Section 12.4. The Committee may direct the Trustee to finance the acquisition of Stock by incurring or assuming indebtedness to the seller or another party which indebtedness shall be called a "Stock Obligation." The term "Stock Obligation" shall refer to a loan made to the Plan by a disqualified person within the meaning of Section 4975(e)(2) of the Code, or a loan to the Plan which is guaranteed by a disqualified person. A Stock Obligation includes a direct loan of cash, a purchase-money transaction, and an assumption of an obligation of a tax-qualified employee stock ownership plan under Section 4975(e)(7) of the Code ("ESOP"). For these purposes, the term "guarantee" shall include an unsecured guarantee and the use of assets of a disqualified person as collateral for a loan, even though the use of assets may not be a guarantee under applicable state law. An amendment of a Stock Obligation in order to qualify as an "exempt loan" is not a refinancing of the Stock Obligation or the making of another Stock Obligation. The term "exempt loan" refers to a loan that satisfies the provisions of this paragraph. A "non-exempt loan" fails to satisfy this paragraph. Any Stock Obligation shall be subject to the following conditions and limitations:

6.3-1 A Stock Obligation shall be for a specific term, shall not be payable on demand except in the event of default, and shall bear a reasonable rate of interest.

6.3-2 A Stock Obligation may, but need not, be secured by a collateral pledge of either the Stock acquired in exchange for the Stock Obligation, or the Stock previously pledged in connection with a prior Stock Obligation which is being repaid with the proceeds of the current Stock Obligation. No other assets of the Plan and Trust may be used as collateral for a Stock Obligation, and no creditor under a Stock Obligation shall have any right or recourse to any Plan and Trust assets other than Stock remaining subject to a collateral pledge.

6.3-3 Any pledge of Stock to secure a Stock Obligation must provide for the release of pledged Stock in connection with payments on the Stock obligations in the ratio prescribed in Section 4.2.

6.3-4 Repayments of principal and interest on any Stock Obligation shall be made by the Trustee only from Employer cash contributions designated for such payments, from earnings on such contributions, and from cash dividends received on Stock, in the last case, however, subject to the further requirements of Section 7.2.

6.3-5 In the event of default of a Stock Obligation, the value of Plan assets transferred in satisfaction of the Stock Obligation must not exceed the amount of the default. If the lender is a disqualified person within the meaning of Section 4975 of the Code, a Stock Obligation must provide for a transfer of Plan assets upon default only upon and to the extent of the failure of the Plan to meet the payment schedule of said Stock Obligation. For purposes of this paragraph, the making of a guarantee does not make a person a lender.

6.4 PARTICIPANTS' OPTION TO DIVERSIFY. The Committee shall provide for a procedure under which each Participant may, during the qualified election period, elect to "diversify" a portion of the Employer Stock allocated to his Account, as provided in Section 401(a)(28)(B) of the Code. An election to diversify must be made on the prescribed form and filed with the Committee within the period specified herein. For each of the first five (5) Plan years in the qualified election period, the Participant may elect to diversify an amount which does not exceed 25% of the number of shares allocated to his Account since the inception of the Plan, less all shares with respect to which an election under this Section has already been made. For the last year of the qualified election period, the Participant may elect to have up to 50 percent of the value of his Account committed to other investments, less all shares with respect to which an election under this Section has already been made. The term "qualified election period" shall mean the six (6) Plan Year period beginning with the first Plan Year in which a Participant has both attained age 55 and completed 10 years of participation in the Plan. A Participant's election to diversify his Account may be made within each year of the qualified election period and shall continue for the 90-day period immediately following the last day of each year in the qualified election period. Once a Participant makes such election, the Plan must complete diversification in accordance with such election within 90 days after the end of the period during which the election could be made for the Plan Year. In the discretion of the Committee, the Plan may satisfy the diversification requirement by any of the following methods:

6.4-1 The Plan may distribute all or part of the amount subject to the diversification election.

6.4-2 The Plan may offer the Participant at least three other distinct investment options, if available under the Plan. The other investment options shall satisfy the requirements of Regulations under
Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

6.4-3 The Plan may transfer the portion of the Participant's Account subject to the diversification election to another qualified defined contribution plan of the Employer that offers at least three investment options satisfying the requirements of the Regulations under
Section 404(c) of ERISA.

SECTION 7. VOTING RIGHTS AND DIVIDENDS ON STOCK.

7.1 VOTING AND TENDERING OF STOCK. The Trustee generally shall vote all shares of Stock held under the Plan in accordance with the written instructions of the Committee. However, if any Employer has registration-type class of securities within the meaning of Section 409(e)(4) of the Code, or if a matter submitted to the holders of the Stock involves a merger, consolidation, recapitalization, reclassification, liquidation, dissolution, or sale of substantially all assets of an entity, then (i) the shares of Stock which have been allocated to Participants' Accounts shall be voted by the Trustee in accordance with the Participants' written instructions, and (ii) the Trustee shall vote any unallocated Stock and allocated Stock for which it has received no voting instructions in the same proportions as it votes the allocated Stock for which it has received instructions from Participants; provided, however, that if an exempt loan, as defined in Section 4975(d) of the Code, is outstanding and the Plan is in default on such exempt loan, as default is defined in the loan documents, then to the extent that such loan documents require the lender to exercise voting rights with respect to the unallocated shares, the loan documents will prevail. In the event no shares of Stock have been allocated to Participants' Accounts at the time Stock is to be voted and any exempt loan which may be outstanding is not in default, each Participant shall be deemed to have one share of Stock allocated to his or her Account for the sole purpose of providing the Trustee with voting instructions.

Notwithstanding any provision hereunder to the contrary, all unallocated shares of Stock must be voted by the Trustee in a manner determined by the Trustee to be for the exclusive benefit of the Participants and

Beneficiaries. Whenever such voting rights are to be exercised, the Employers shall provide the Trustee, in a timely manner, with the same notices and other materials as are provided to other holders of the Stock, which the Trustee shall distribute to the Participants. The Participants shall be provided with adequate opportunity to deliver their instructions to the Trustee regarding the voting of Stock allocated to their Accounts. The instructions of the Participants' with respect to the voting of allocated shares hereunder shall be confidential.

7.1-1 In the event of a tender offer, Stock shall be tendered by the Trustee in the same manner as set forth above with respect to the voting of Stock. Notwithstanding any provision hereunder to the contrary, Stock must be tendered by the Trustee in a manner determined by the Trustee to be for the exclusive benefit of the Participants and Beneficiaries.

7.2 DIVIDENDS ON STOCK. Dividends on Stock which are received by the Trustee in the form of additional Stock shall be retained in the Stock Fund, and shall be allocated among the Participant's Accounts and the Unallocated Stock Fund in accordance with their holdings of the Stock on which the dividends have been paid. Dividends on Stock credited to Participants' Accounts which are received by the Trustee in the form of cash shall, at the direction of the Employer paying the dividends, either (i) be credited to the Accounts in accordance with Section 8.3 and invested as part of the Investment Fund, (ii) be distributed immediately to the Participants in proportion with the Participants' Stock Fund Account balance (iii) be distributed to the Participants within 90 days of the close of the Plan Year in which paid in proportion with the Participants' Stock Fund Account balance or (iv) be used to make payments on the Stock Obligation. In addition to the four alternatives set forth above, the Employer may grant Participants a fifth alternative which would give Participants the right either: (A) to receive cash dividends paid on shares of Stock credited to such Participants' ESOP Stock Fund Accounts in accordance with alternative "(ii)" or "(iii)" above (the decision whether such distribution would be made in accordance with alternative "(ii)" or "(iii)" would be made by the Employer or could be provided to the Participant, in the Employer's sole discretion), or (B) to leave the cash dividends in the Plan to be credited to the ESOP Investment Fund Account in accordance with Section 8.4 and invested in accordance with Section 6.3. Dividends on which such election may be made will be fully vested in the Participant. Accordingly, the Employer may elect to offer such fifth alternative only to Participants who are fully vested in their Accounts. Such dividends on which this fifth option is offered shall be "applicable dividends" for purposes of Code Section 404(k)(2)(A). If dividends on Stock allocated to a Participant's Account are used to repay the Stock Obligation, Stock with a fair market value equal to the dividends so used must be allocated to such Participant's Account in lieu of the dividends. Dividends on Stock held in the Unallocated Stock Fund which are received by the Trustee in the form of cash shall be allocated to Participants' Investment Fund Accounts (pro rata based on the Participant's Account balance in relation to all Participants' Account balances) and shall be applied as soon as practicable to payments of principal and interest under the Stock Obligation incurred with the purchase of the Stock.

SECTION 8. ADJUSTMENTS TO ACCOUNTS.

8.1 ALLOCATIONS

(a) ELIGIBILITY. Subject to the provisions of Section 5, as of the last day of each Plan Year, the Employer's contributions for that year, the shares of Stock that are released from the Unallocated Stock Fund during that year, and the forfeitures arising under the Plan during that year shall be allocated among the Accounts of Active Participants who are employed by the Employer on the last day of that Plan Year or, if not employed on the last day of the Plan Year have terminated during the Plan Year due to Disability, death, Early Retirement or Normal Retirement.

(b) ALLOCATION FORMULA. The portion of the Company's contribution for any Plan Year that is not used to pay down a Stock Obligation, the shares of Stock released from the suspense account during that

year by reason of Employer contributions, and forfeitures arising under the Plan during that year shall be allocated to the eligible Participants in the proportion that each Participant's 415 Compensation for that year bears to all Participants' Compensation for that year. For these purposes, only 415 Compensation earned during that portion of the Plan Year that such person is a Participant is committed.

8.2 CHARGES TO ACCOUNTS When a Valuation Date occurs, any distributions made to or on behalf of any Participant or Beneficiary since the last preceding Valuation Date shall be charged to the proper Accounts maintained for that Participant or Beneficiary.

8.3 STOCK FUND ACCOUNT Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee shall credit to each Participant's Stock Fund Account: (a) the Participant's allocable share of Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for that year; (b) the Participant's allocable share of the Stock that is released from the Unallocated Stock Fund for that year; (c) the Participant's allocable share of any forfeitures of Stock arising under the Plan during that year; and
(d) any stock dividends declared and paid during that year on Stock credited to the Participant's Stock Fund Account.

If, in any Plan Year during which an outstanding Stock Obligation exists, the Employer directs the Trustee to Sell or otherwise dispose of a number of Shares of Stock in the Unallocated Stock Fund sufficient to repay, in its entirety, the Stock Obligations, and following such repayment, there remains Stock or other assets in the Unallocated Stock Fund, such Stock or other assets shall be allocated as of the last day of the Plan Year in which the repayment occurred as earnings of the Plan in accordance with Section 8.5.

8.4 INVESTMENT FUND ACCOUNT. Subject to the provisions of Sections 5 and 8.1 as of the last day of each Plan Year, the Trustee shall credit to each Participant's Investment Fund Account: (a) the Participant's allocable share of any contribution for that year made by the Employer in cash or in property other than Stock that is not used by the Trustee to purchase Employer Stock or to make payments due under a Stock Obligation; (b) the Participant's allocable share of any forfeitures from the Investment Fund Accounts of other Participants arising under the Plan during that year; (c) any cash dividends paid during that year on Stock credited to the Participant's Stock Fund Account, other than dividends which are paid directly to the Participant and other than dividends which are used to repay Stock Obligation; and (d) the share of the net income or loss of the Trust Fund properly allocable to that Participant's Investment Fund Account, as provided in Section 8.5.

8.5 ADJUSTMENT TO VALUE OF TRUST FUND As of the last day of each Plan Year, the Trustee shall determine: (i) the net worth of that portion of the Trust Fund which consists of properties other than Stock (the "Investment Fund"); and (ii) the increase or decrease in the net worth of the Investment Fund since the last day of the preceding Plan Year. The net worth of the Investment Fund shall be the fair market value of all properties held by the Trustee under the Trust Agreement other than Stock, net of liabilities other than liabilities to Participants and their beneficiaries. The Trustee shall allocate to the Investment Fund Account of each Participant that percentage of the increase or decrease in the net worth of the Investment Fund equal to the ratio which the balances credited to the Participant's Investment Fund Account bear to the total amount credited to all Participants' Investments Fund Accounts. This allocation shall be made after application of Section 7-2, but before application of Sections 8.1, 8.4 and 5.1.

8.6 PARTICIPANT STATEMENTS Each Plan Year, the Trustee will provide each Participant with a statement of his or her Account balances as of the last day of the Plan Year.

Vesting Years             Percentage of Interest Vested
-------------             -----------------------------
Fewer than 1                            0%
     1                                 20%
     2                                 40%
     3                                 60%
     4                                 80%
 5 or more                            100%

9.2 COMPUTATION OF VESTING YEARS. For purposes of this Plan, a "Vesting Year" means generally a Plan Year in which an Eligible Employee has at least 1,000 Hours of Service, beginning with the first Plan Year in which the Eligible Employee has completed an Hour of Service with the Employer, and including Service with other Employers as provided in the definition of "Service." A Participant's Vesting Years shall be computed subject to the following conditions and qualifications:

9.2-1 A Participant's Vesting Years shall not include any Service prior to the date on which an Eligible Employee attains age 18.

9.2-2 A Participant's vested interest in his Account accumulated before five (5) consecutive Breaks in Service shall be determined without regard to any Service after such five consecutive Breaks in Service. Further, if a Participant has five (5) consecutive Breaks in Service before his interest in his Account has become vested to some extent, pre-Break years of Service shall not be required to be taken into account for purposes of determining his post-Break vested percentage.

9.2-3 In the case of a Participant who has 5 or more consecutive 1-year Breaks in Service, the Participant's pre-Break Service will count in vesting of the Employer-derived post-break accrued benefit only if either:

(i) such Participant has any nonforfeitable interest in the accrued benefit attributable to Employer contributions at the time of separation from Service, or

(ii) upon returning to Service the number of consecutive 1-year Breaks in Service is less than the number of years of Service.

9.2-4 Notwithstanding any provision of the Plan to the contrary, effective January 1, 1998, calculation of service for determining Vesting Years with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

9.2-5 If any amendment changes the vesting schedule, including an automatic change to or from a top-heavy vesting schedule, any Participant with three (3) or more Vesting Years may, by filing a written request with the Employer, elect to have his vested percentage computed under the vesting schedule in effect prior to the amendment. The election period must begin not later than the later of sixty (60) days after the amendment is adopted, the amendment becomes effective, or the Participant is issued written notice of the amendment by the Employer or the Committee.

9.3 FULL VESTING UPON CERTAIN EVENTS.

9.3-1 Notwithstanding Section 9.1, a Participant's interest in his Account shall fully vest on the Participant's Normal Retirement Date. The Participant's interest shall also fully vest in the event that his Service is terminated by Early Retirement, Disability or by death.

9.3-2 The Participant's interest in his Account shall also fully vest in the event of a "Change in Control" of the Bank or the Company. For these purposes, "Change in Control" shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 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 (the "Exchange Act"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Bank Holding Company Act of 1956 and applicable rules and regulations promulgated thereunder (collectively, the "BHCA"), as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner"(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (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 Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.

9.3-3 Upon a Change in Control described in 9.3-2, the Plan shall be terminated and the Plan Administrator shall direct the Trustee to sell a sufficient amount of Stock from the Unallocated Stock Fund to repay any outstanding Stock Obligation in full. The proceeds of such sale shall be used to repay such Stock Obligation. After repayment of the Stock Obligation, all remaining shares in the Unallocated Stock Fund (or the proceeds thereof, if applicable) shall be deemed to be earnings and shall be allocated in accordance with the requirements of Section 8.1.

9.4 FULL VESTING UPON PLAN TERMINATION. Notwithstanding Section 9.1, a Participant's interest in his Account shall fully vest upon termination of this Plan or upon the permanent and complete discontinuance of contributions by his Employer. In the event of a partial termination, the interest of each affected Participant shall fully vest with respect to that part of the Plan which is terminated.

9.5 FORFEITURE, REPAYMENT, AND RESTORAL. If a Participant's Service terminates before his interest in his Account is fully vested, that portion which has not vested shall be forfeited if he either (i) receives a distribution of his entire vested interest pursuant to Section 10.1, or (ii) incurs a one-year Break in

Service. If a Participant's Service terminates prior to having any portion of his Account become vested, such Participant shall be deemed to have received a distribution of his vested interest immediately upon his termination of Service.

If a Participant who has suffered a forfeiture of the nonvested portion of his Account returns to Service before he has five (5) consecutive Breaks in Service, the nonvested portion shall be restored, provided that, if the Participant had received a distribution of his vested Account balance, the amount distributed shall be repaid prior to such restoral. The Participant may repay such amount at any time within five years after he has returned to Service. The amount repaid shall be credited to his Account at the time it is repaid; an additional amount equal to that portion of his Account which was previously forfeited shall be restored to his Account at the same time from other Employees' forfeitures and, if such forfeitures are insufficient, from a special contribution by his Employer for that year. If the Participant did not receive a distribution of his vested Account balance, any forfeiture restored shall include earnings that would have been credited to the Account but for the forfeiture. A Participant who was deemed to have received a distribution of his vested interest in the Plan shall have his Account restored as of the first day on which he performs an Hour of Service after his return.

9.6 ACCOUNTING FOR FORFEITURES. If a portion of a Participant's Account is forfeited, Stock allocated to said Participant's Account shall be forfeited only after other assets are forfeited. If interests in more than one class of Stock have been allocated to a Participant's Account, the Participant must be treated as forfeiting the same proportion of each class of Stock. A forfeiture shall be charged to the Participant's Account as of the first day of the first Valuation Period in which the forfeiture becomes certain pursuant to
Section 9.5. Except as otherwise provided in that Section, a forfeiture shall be added to the contributions of the terminated Participant's Employer which are to be credited to other Participants pursuant to Section 4.1 as of the last day of the Plan Year in which the forfeiture becomes certain.

9.7 VESTING AND NONFORFEITABILITY. A Participant's interest in his Account which has become vested shall be nonforfeitable for any reason.

        10.1-1  By payment in a lump sum, in accordance with Section
10.2; or

        10.1-2  By payment in a series of substantially equal annual

installments over a period not to exceed five (5) years, provided the maximum period over which the distribution of a Participant's Account may be made shall be extended by 1 year, up to five (5) additional years, for each $170,000 (or fraction thereof) by which such Participant's Account balance exceeds $850,000 (the aforementioned figures are subject to cost-of-living adjustments prescribed by the Secretary of the Treasury pursuant to Section 409(o)(2) of the Code).

The Participant shall elect the manner in which his vested Account balance will be distributed to him. If a Participant so desires, he may direct how his benefits are to be paid to his Beneficiary. If a deceased Participant did not file a direction with the Committee, the Participant's benefits shall be distributed to his Beneficiary in a lump sum. Notwithstanding any provision to the contrary, if a Participant's vested Account balance does not exceed $1,000 and the Participant fails to return his distribution election form, the Plan Administrator shall distribute the vested portion of his Account balance to the Participant in a lump sum, in

cash, as soon as practicable but in no event later than 60 days after the end of the Plan Year in which employment terminates. If the terminated Participant's vested Account balance exceeds $1,000, but is no greater than 5,000, and the Participant fails to consent to the distribution, then the Plan Administrator shall liquidate the Participant's Stock Fund Account and pay the Participant's vested Account balance, in cash, in a direct rollover to an individual retirement plan designated by the Plan Administrator in accordance with Code
Section 401(a)(31)(B) and the regulations promulgated thereunder. If the value of a Participant's vested Account balance exceeds $5,000, then his benefits shall not be paid prior to the later of the time he has attained Normal Retirement or age 62 unless he elects an early payment date in a written election filed with the Committee. A Participant may modify such an election at any time, provided any new benefit payment date is at least 30 days after a modified election is delivered to the Committee. Failure of a Participant to consent to a distribution prior to the later of Normal Retirement or age 62 shall be deemed to be an election to defer commencement of payment of any benefit under this section.

10.2 TIME FOR DISTRIBUTION.

10.2-1 If the Participant and, if applicable, with the consent of the Participant's spouse, elects the distribution of the Participant's Account balance in the Plan, distribution shall commence as soon as practicable following his termination of Service, but no later than one year after the close of the Plan Year:

(i) in which the Participant separates from service by reason of attainment of Normal Retirement Age under the Plan, Disability, or death; or

(ii) which is the fifth Plan Year following the year in which the Participant resigns or is dismissed, unless he is reemployed before such date.

10.2-2 Unless the Participant elects otherwise, the distribution of the balance of a Participant's Account shall commence not later than the 60th day after the latest of the close of the Plan Year in which -

(i) the Participant attains the age of 65;

(ii) occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan; or

(iii) the Participant terminates his Service with the Employer.

10.2-3 Notwithstanding anything to the contrary, (1) with respect to a 5-percent owner (as defined in Code Section 416), distribution of a Participant's Account shall commence (whether or not he remains in the employ of the Employer) not later than the April 1 of the calendar year next following the calendar year in which the Participant attains age 70 1/2, and (2) with respect to all other Participants, payment of a Participant's benefit will commence not later than April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2, or, if later, the year in which the Participant retires. A Participant's benefit from that portion of his Account committed to the Investment Fund shall be calculated on the basis of the most recent Valuation Date before the date of payment.

10.2-4 Distribution of a Participant's Account balance after his death shall comply with the following requirements:

(i) If a Participant dies before his distributions have commenced, distribution of his Account to his Beneficiary shall commence not later than one year after the end of the Plan Year in which the Participant died; however, if the Participant's Beneficiary is his surviving Spouse, distributions may commence on the date on which the Participant would have attained age 70 1/2. In either case, distributions shall be completed within five years after they commence.

(ii) If the Participant dies after distribution has commenced pursuant to Section 10.1.2 but before his entire interest in the Plan has been distributed to him, then the remaining portion of that interest shall, in accordance with Section 401(a)(9) of the Code, be distributed at least as rapidly as under the method of distribution being used under
Section 10.1.2 at the date of his death.

(iii) If a married Participant dies before his benefit payments begin, then unless he has specifically elected otherwise, the Committee shall cause the balance in his Account to be paid to his Spouse. No election by a married Participant of a different Beneficiary shall be valid unless the election is accompanied by the Spouse's written consent, which (i) must acknowledge the effect of the election,
(ii) must explicitly provide either that the designated Beneficiary may not subsequently be changed by the Participant without the Spouse's further consent, or that it may be changed without such consent, and
(iii) must be witnessed by the Committee, its representative, or a notary public. (This requirement shall not apply if the Participant establishes to the Committee's satisfaction that the Spouse may not be located.)

10.2-5 All distributions under this section shall be determined and made in accordance with final and temporary regulations Sections 1.401(a)(9)-1 through 1.401(a)(9)-9, as promulgated under Code Section
401(a)(9), including the minimum distribution incidental benefit requirements of Code Section 401(a)(9)(G) and Section 1.401(a)(9)-2 of the proposed regulations. These provisions override any distribution options in the Plan inconsistent with Code Section 401(a)(9).

10.3 MARITAL STATUS. The Committee, the Plan, the Trustee, and the Employers shall be fully protected and discharged from any liability to the extent of any benefit payments made as a result of the Committee's good faith and reasonable reliance upon information obtained from a Participant and his Employer as to his marital status.

10.4 DELAY IN BENEFIT DETERMINATION. If the Committee is unable to determine the benefits payable to a Participant or Beneficiary on or before the latest date prescribed for payment pursuant to Section 10.1 or 10.2, the benefits shall in any event be paid within 60 days after they can first be determined, with whatever makeup payments may be appropriate in view of the delay.

10.5 ACCOUNTING FOR BENEFIT PAYMENTS. Any benefit payment shall be charged to the Participant's Account as of the first day of the Valuation Period in which the payment is made.

10.6 OPTIONS TO RECEIVE AND SELL STOCK. Unless ownership of virtually all Stock is restricted to active Employees and qualified retirement plans for the benefit of Employees pursuant to the certificates of incorporation or by-laws of the Employers issuing Stock, a terminated Participant or the Beneficiary of a deceased Participant may instruct the Committee to distribute the Participant's entire vested interest in his Account in the form of Stock. In that event, the Committee shall apply the Participant's vested interest in the Investment Fund to purchase sufficient Stock from the Stock Fund or from any owner of Stock to make the required distribution. In all other cases, the Participant's vested interest in the Stock Fund shall be distributed in shares of Stock, and his vested interest in the Investment Fund shall be distributed in cash. Notwithstanding any provision in the Plan to the contrary, any distribution of $5,000 or less under the Plan, made without the Participant's consent, shall be made in cash, effective as of March 28, 2005.

Any Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a Participant by reason of the Participant's death or incompetency, by reason of divorce or separation from the Participant, or by reason of a rollover contribution described in
Section 402(a)(5) of the Code, shall have the right to require the Employer which issued the Stock to purchase the Stock for its current fair market value (hereinafter referred to as the "put right"). The put right shall be exercisable by written notice to the Committee during the first 60 days after the Stock is distributed by the Plan, and, if not exercised in that period, during the first 60 days in the following Plan Year after the Committee has communicated to the Participant its determination as to the Stock's current fair market value. However, the put right shall not apply to the extent that the Stock, at the time the put right would otherwise be exercisable, may be sold on an established market in accordance with federal and state securities laws and regulations. Similarly, the put option shall not apply with respect to the portion of a Participant's Account which the Employee elected to have reinvested under Code
Section 401(a)(28)(B). If the put right is exercised, the Trustee may, if so directed by the Committee in its sole discretion, assume the Employer's rights and obligations with respect to purchasing the Stock. Notwithstanding anything herein to the contrary, in the case of a plan established by a bank (as defined in Code Section 581), the put option shall not apply if prohibited by a federal or state law and Participants are entitled to elect their benefits be distributed in cash.

If a Participant elects to receive his distribution in the form of a lump sum pursuant to Section 10.1.1 of the Plan, the Employer or the Trustee, as the case may be, may elect to pay for the Stock in equal periodic installments, not less frequently than annually, over a period beginning not later than 30 days after the exercise of the put right and not exceeding five years, with adequate security and interest at a reasonable rate on the unpaid balance, all such terms to be set forth in a promissory note delivered to the seller with normal terms as to acceleration upon any uncured default.

If a Participant elects to receive his distribution in the form of an installment payment pursuant to Section 10.1-2 of the Plan, the Employer or the Trustee, as the case may be, shall pay for the Stock distributed in the installment distribution over a period which shall not exceed 30 days after the exercise of the put right.

Nothing contained herein shall be deemed to obligate any Employer to register any Stock under any federal or state securities law or to create or maintain a public market to facilitate the transfer or disposition of any Stock. The put right described herein may only be exercised by a person described in the second preceding paragraph, and may not be transferred with any Stock to any other person. As to all Stock purchased by the Plan in exchange for any Stock Obligation, the put right shall be nonterminable. The put right for Stock acquired through a Stock Obligation shall continue with respect to such Stock after the Stock Obligation is repaid or the Plan ceases to be an employee stock ownership plan.

10.7 RESTRICTIONS ON DISPOSITION OF STOCK. Except in the case of Stock which is traded on an established market, a Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a Participant by reason of the Participant's death or incompetency, by reason of divorce or separation from the Participant, or by reason of a rollover contribution described in Section 402(a)(5) of the Code, shall, prior to any sale or other transfer of the Stock to any other person, first offer the Stock to the issuing Employer and to the Plan at the greater of (i) its current fair market value, or (ii) the purchase price offered in good faith by an independent third party purchaser. This restriction shall apply to any transfer, whether voluntary, involuntary, or by operation of law, and whether for consideration or gratuitous. Either the Employer or the Trustee may accept the offer within 14 days after it is delivered. Any Stock distributed by the Plan shall bear a conspicuous legend describing the right of first refusal under this Section 10.7, as well as any other restrictions upon the transfer of the Stock imposed by federal and state securities laws and regulations.

10.8 CONTINUING LOAN PROVISIONS; CREATIONS OF PROTECTIONS AND RIGHTS. Except as otherwise provided in Sections 10.6 and 10.7 and this Section, no shares of Employer Stock held or distributed by the Trustee may be subject to a put, call or other option, or buy-sell arrangement. The provisions of this
Section shall continue to be applicable to such Stock even if the Plan ceases to be an employee stock ownership plan under Section 4975(e)(7) of the Code.

10.9 DIRECT ROLLOVER OF ELIGIBLE DISTRIBUTION. A Participant or distributee may elect, at the time and in the manner prescribed by the Trustee or the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the Participant or distributee in a direct rollover.

10.9-1 An "eligible rollover" is any distribution that does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the Participant and the Participant's Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code; and the portion of any distribution that is not included in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

10.9-2 An "eligible retirement plan" is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code
Section 401(a), that accepts the distributee's eligible rollover distribution. In the case of distributions after December 31, 2001, an eligible retirement plan shall also include an annuity contract described in Section 403(b) of the Code and an eligible plan under
Section 457(b) of the Code which is maintained by a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. In the case of an eligible rollover distribution to a surviving Spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

10.9-3 A "direct rollover" is a payment by the Plan to the eligible retirement plan specified by the distributee.

10.9-4 The term "distributee" shall refer to a deceased Participant's Spouse or a Participant's former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

10.10 WAIVER OF 30-DAY PERIOD AFTER NOTICE OF DISTRIBUTION. If a distribution is one to which Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

(i) the Trustee or Committee, as applicable, clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular option), and

(ii) the Participant, after receiving the notice, affirmatively elects a distribution.

SECTION 11. RULES GOVERNING BENEFIT CLAIMS AND REVIEW OF APPEALS.

11.1 CLAIM FOR BENEFITS. Any Participant or Beneficiary who qualifies for the payment of benefits shall file a claim for his benefits with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall be filed at least 30 days before the date on which the benefits are to begin. If a Participant or Beneficiary fails to file a claim by the day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the Participant's benefits in the standard form prescribed by Sections 10.1 or 10.2.

11.2 NOTIFICATION BY COMMITTEE. Within 90 days after receiving a claim for benefits (or within 180 days, if special circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary within 90 days after receiving the claim for benefits), the Committee shall notify the Participant or Beneficiary whether the claim has been approved or denied. If the Committee denies a claim in any respect, the Committee shall set forth in a written notice to the Participant or Beneficiary:

(i) each specific reason for the denial;

(ii) specific references to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information which could be submitted by the Participant or Beneficiary to support his claim, with an explanation of the relevance of such information; and

(iv) an explanation of the claims review procedures set forth in Section 11.3.

11.3 CLAIMS REVIEW PROCEDURE. Within 60 days after a Participant or Beneficiary receives notice from the Committee that his claim for benefits has been denied in any respect, he may file with the Committee a written notice of appeal setting forth his reasons for disputing the Committee's determination. In connection with his appeal the Participant or Beneficiary or his representative may inspect or purchase copies of pertinent documents and records to the extent not inconsistent with other Participants' and Beneficiaries' rights of privacy. Within 60 days after receiving a notice of appeal from a prior determination (or within 120 days, if special circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary and his representative within 60 days after receiving the notice of appeal), the Committee shall furnish to the Participant or Beneficiary and his representative, if any, a written statement of the Committee's final decision with respect to his claim, including the reasons for such decision and the particular Plan provisions upon which it is based.

SECTION 12. THE COMMITTEE AND ITS FUNCTIONS.

12.1 AUTHORITY OF COMMITTEE. The Committee shall be the "plan administrator" within the meaning of ERISA and shall have exclusive responsibility and authority to control and manage the operation and administration of the Plan, including the interpretation and application of its provisions, except to the extent such responsibility and authority are otherwise specifically (i) allocated to the Bank, the Employers, or the Trustee under the Plan and Trust Agreement, (ii) delegated in writing to other persons by the Bank, the

Employers, the Committee, or the Trustee, or (iii) allocated to other parties by operation of law. The Committee shall have exclusive responsibility regarding decisions concerning the payment of benefits under the Plan. The Committee shall have no investment responsibility with respect to the Investment Fund except to the extent, if any, specifically provided in the Trust Agreement. In the discharge of its duties, the Committee may employ accountants, actuaries, legal counsel, and other agents (who also may be employed by an Employer or the Trustee in the same or some other capacity) and may pay their reasonable expenses and compensation.

12.2 IDENTITY OF COMMITTEE. The Committee shall consist of three or more individuals selected by the Bank. Any individual, including a director, trustee, shareholder, officer, or Employee of an Employer, shall be eligible to serve as a member of the Committee. The Bank shall have the power to remove any individual serving on the Committee at any time without cause upon 10 days written notice, and any individual may resign from the Committee at any time upon 10 days written notice to the Bank. The Bank shall notify the Trustee of any change in membership of the Committee.

12.3 DUTIES OF COMMITTEE. The Committee shall keep whatever records may be necessary to implement the Plan and shall furnish whatever reports may be required from time to time by the Bank. The Committee shall furnish to the Trustee whatever information may be necessary to properly administer the Trust. The Committee shall see to the filing with the appropriate government agencies of all reports and returns required of the Plan under ERISA and other laws.

Further, the Committee shall have exclusive responsibility and authority with respect to the Plan's holdings of Stock and shall direct the Trustee in all respects regarding the purchase, retention, sale, exchange, and pledge of Stock and the creation and satisfaction of Stock Obligations. The Committee shall at all times act consistently with the Bank's long-term intention that the Plan, as an employee stock ownership plan, be invested primarily in Stock. Subject to the direction of the board as to the application of Employer contributions to Stock Obligations, and subject to the provisions of Sections 6.4 and 10.6 as to Participants' rights under certain circumstances to have their Accounts invested in Stock or in assets other than Stock, the Committee shall determine in its sole discretion the extent to which assets of the Trust shall be used to repay Stock Obligations, to purchase Stock, or to invest in other assets to be selected by the Trustee or an investment manager. No provision of the Plan relating to the allocation or vesting of any interests in the Stock Fund or the Investment Fund shall restrict the Committee from changing any holdings of the Trust, whether the changes involve an increase or a decrease in the Stock or other assets credited to Participants' Accounts. In determining the proper extent of the Trust's investment in Stock, the Committee shall be authorized to employ investment counsel, legal counsel, appraisers, and other agents and to pay their reasonable expenses and compensation.

12.4 VALUATION OF STOCK. If the valuation of any Stock is not established by reported trading on a generally recognized public market, the valuation of such Stock shall be determined by an independent appraiser. For purposes of the preceding sentence, the term "independent appraiser" means any appraiser meeting requirements similar to the requirements of the regulations prescribed under Section 170(a)(1) of the Code.

12.5 COMPLIANCE WITH ERISA. The Committee shall perform all acts necessary to comply with ERISA. Each individual member or employee of the Committee shall discharge his duties in good faith and in accordance with the applicable requirements of ERISA.

12.6 ACTION BY COMMITTEE. All actions of the Committee shall be governed by the affirmative vote of a number of members which is a majority of the total number of members currently appointed, including vacancies.

12.7 EXECUTION OF DOCUMENTS. Any instrument executed by the Committee shall be signed by any member or employee of the Committee.

12.8 ADOPTION OF RULES. The Committee shall adopt such rules and regulations of uniform applicability as it deems necessary or appropriate for the proper administration and interpretation of the Plan.

12.9 RESPONSIBILITIES TO PARTICIPANTS. The Committee shall determine which Employees qualify to enter the Plan. The Committee shall furnish to each Eligible Employee whatever summary plan descriptions, summary annual reports, and other notices and information may be required under ERISA. The Committee also shall determine when a Participant or his Beneficiary qualifies for the payment of benefits under the Plan. The Committee shall furnish to each such Participant or Beneficiary whatever information is required under ERISA (or is otherwise appropriate) to enable the Participant or Beneficiary to make whatever elections may be available pursuant to Sections 6 and 10, and the Committee shall provide for the payment of benefits in the proper form and amount from the assets of the Trust Fund. The Committee may decide in its sole discretion to permit modifications of elections and to defer or accelerate benefits to the extent consistent with applicable law and the best interests of the individuals concerned.

12.10 ALTERNATIVE PAYEES IN EVENT OF INCAPACITY. If the Committee finds at any time that an individual qualifying for benefits under this Plan is a minor or is incompetent, the Committee may direct the benefits to be paid, in the case of a minor, to his parents, his legal guardian, or a custodian for him under the Uniform Gifts to Minors Act, or, in the case of an incompetent, to his spouse, or his legal guardian, the payments to be used for the individual's benefit. The Committee and the Trustee shall not be obligated to inquire as to the actual use of the funds by the person receiving them under this Section 12.10, and any such payment shall completely discharge the obligations of the Plan, the Trustee, the Committee, and the Employers to the extent of the payment.

12.11 INDEMNIFICATION BY EMPLOYERS. Except as separately agreed in writing, the Committee, and any member or employee of the Committee, shall be indemnified and held harmless by the Employer, jointly and severally, to the fullest extent permitted by ERISA, and subject to and conditioned upon compliance with 12 C.F.R. Section 545.121, to the extent applicable, against any and all costs, damages, expenses, and liabilities reasonably incurred by or imposed upon it or him in connection with any claim made against it or him or in which it or he may be involved by reason of its or his being, or having been, the Committee, or a member or employee of the Committee, to the extent such amounts are not paid by insurance.

12.12 NONPARTICIPATION BY INTERESTED MEMBER. Any member of the Committee who also is a Participant in the Plan shall take no part in any determination specifically relating to his own participation or benefits, unless his abstention would leave the Committee incapable of acting on the matter.

SECTION 13. ADOPTION, AMENDMENT, OR TERMINATION OF THE PLAN.

13.1 ADOPTION OF PLAN BY OTHER EMPLOYERS. With the consent of the Bank, any entity may become a participating Employer under the Plan by (i) taking such action as shall be necessary to adopt the Plan, (ii) becoming a party to the Trust Agreement establishing the Trust Fund, and (iii) executing and delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect with respect to the entity's Employees.

13.2 PLAN ADOPTION SUBJECT TO QUALIFICATION. Notwithstanding any other provision of the Plan, the adoption of the Plan and the execution of the Trust Agreement are conditioned upon their being determined initially by the Internal Revenue Service to meet the qualification requirements of Section 401(a) of the Code,

so that the Employers may deduct currently for federal income tax purposes their contributions to the Trust and so that the Participants may exclude the contributions from their gross income and recognize income only when they receive benefits. In the event that this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a), the Plan may be amended retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure qualification under Section 401(a). If this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a) either as originally adopted or as amended, each Employer's contributions to the Trust under this Plan (including any earnings thereon) shall be returned to it and this Plan shall be terminated. In the event that this Plan is amended after its initial qualification and the Plan as amended is held by the Internal Revenue Service not to qualify under Section 401(a), the amendment may be modified retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure approval of the amendment under Section 401(a).

13.3 RIGHT TO AMEND OR TERMINATE. The Bank intends to continue this Plan as a permanent program. However, each participating Employer separately reserves the right to suspend, supersede, or terminate the Plan at any time and for any reason, as it applies to that Employer's Employees, and the Bank reserves the right to amend, suspend, supersede, merge, consolidate, or terminate the Plan at any time and for any reason, as it applies to the Employees of each Employer. No amendment, suspension, supersession, merger, consolidation, or termination of the Plan shall (i) reduce any Participant's or Beneficiary's proportionate interest in the Trust Fund, (ii) reduce or restrict, either directly or indirectly, the benefit provided any Participant prior to the amendment, or (iii) divert any portion of the Trust Fund to purposes other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan. Moreover, there shall not be any transfer of assets to a successor plan or merger or consolidation with another plan unless, in the event of the termination of the successor plan or the surviving plan immediately following such transfer, merger, or consolidation, each participant or beneficiary would be entitled to a benefit equal to or greater than the benefit he would have been entitled to if the plan in which he was previously a participant or beneficiary had terminated immediately prior to such transfer, merger, or consolidation. Following a termination of this Plan by the Bank, the Trustee shall continue to administer the Trust and pay benefits in accordance with the Plan as amended from time to time and the Committee's instructions.

SECTION 14. MISCELLANEOUS PROVISIONS.

14.1 PLAN CREATES NO EMPLOYMENT RIGHTS. Nothing in this Plan shall be interpreted as giving any Employee the right to be retained as an Employee by an Employer, or as limiting or affecting the rights of an Employer to control its Employees or to terminate the Service of any Employee at any time and for any reason, subject to any applicable employment or collective bargaining agreements.

14.2 NONASSIGNABILITY OF BENEFITS. No assignment, pledge, or other anticipation of benefits from the Plan will be permitted or recognized by the Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall not be subject to attachment, garnishment, or other legal process for debts or liabilities of any Participant or Beneficiary, to the extent permitted by law. This prohibition on assignment or alienation shall apply to any judgment, decree, or order (including approval of a property settlement agreement) which relates to the provision of child support, alimony, or property rights to a present or former spouse, child or other dependent of a Participant pursuant to a state domestic relations or community property law, unless the judgment, decree, or order is determined by the Committee to be a qualified domestic relations order within the meaning of Section 414(p) of the Code, as more fully set forth in Section 14.12 hereof.

14.3 LIMIT OF EMPLOYER LIABILITY. The liability of the Employer with respect to Participants under this Plan shall be limited to making contributions to the Trust from time to time, in accordance with Section 4.

14.4 TREATMENT OF EXPENSES. All expenses incurred by the Committee and the Trustee in connection with administering this Plan and Trust Fund shall be paid by the Trustee from the Trust Fund to the extent the expenses have not been paid or assumed by the Employer or by the Trustee. The Committee may determine that, and shall inform the Trustee when, reasonable expenses may be charged directly to the Account or Accounts of a Participant or group of Participants to whom or for whose benefit such expenses are allocable, subject to the guidelines set forth in Field Assistance Bulletin 2003-03, to the extent not superseded, or any successor directive issued by the Department of Labor.

14.5 NUMBER AND GENDER. Any use of the singular shall be interpreted to include the plural, and the plural the singular. Any use of the masculine, feminine, or neuter shall be interpreted to include the masculine, feminine, or neuter, as the context shall require.

14.6 NONDIVERSION OF ASSETS. Except as provided in Sections 5.2 and 14.12, under no circumstances shall any portion of the Trust Fund be diverted to or used for any purpose other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

14.7 SEPARABILITY OF PROVISIONS. If any provision of this Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.

14.8 SERVICE OF PROCESS. The agent for the service of process upon the Plan shall be the president of the Bank, or such other person as may be designated from time to time by the Bank.

14.9 GOVERNING STATE LAW. This Plan shall be interpreted in accordance with the laws of the State of New Jersey to the extent those laws are applicable under the provisions of ERISA.

14.10 EMPLOYER CONTRIBUTIONS CONDITIONED ON DEDUCTIBILITY. Employer Contributions to the Plan are conditioned on deductibility under Code Section
404. In the event that the Internal Revenue Service shall determine that all or any portion of an Employer Contribution is not deductible under that Section, the nondeductible portion shall be returned to the Employer within one year of the disallowance of the deduction.

14.11 UNCLAIMED ACCOUNTS. Neither the Employer nor the Trustees shall be under any obligation to search for, or ascertain the whereabouts of, any Participant or Beneficiary. The Employer or the Trustees, by certified or registered mail addressed to his last known address of record with the Employer, shall notify any Participant or Beneficiary that he is entitled to a distribution under this Plan, and the notice shall quote the provisions of this Section. If the Participant or Beneficiary fails to claim his benefits or make his whereabouts known in writing to the Employer or the Trustees within seven
(7) calendar years after the date of notification, the benefits of the Participant or Beneficiary under the Plan will be disposed of as follows:

(a) If the whereabouts of the Participant is unknown but the whereabouts of the Participant's Beneficiary is known to the Trustees, distribution will be made to the Beneficiary.

(b) If the whereabouts of the Participant and his Beneficiary are unknown to the Trustees, the Plan will forfeit the benefit, provided that the benefit is subject to a claim for reinstatement if the Participant or Beneficiary make a claim for the forfeited benefit.

Any payment made pursuant to the power herein conferred upon the Trustees shall operate as a complete discharge of all obligations of the Trustees, to the extent of the distributions so made.

14.12 QUALIFIED DOMESTIC RELATIONS ORDER. Section 14.2 shall not apply to a "qualified domestic relations order" defined in Code Section 414(p), and such other domestic relations orders permitted to be so treated under the provisions of the Retirement Equity Act of 1984. Further, to the extent provided under a "qualified domestic relations order," a former Spouse of a Participant shall be treated as the Spouse or surviving Spouse for all purposes under the Plan.

In the case of any domestic relations order received by the Plan:

(a) The Employer or the Committee shall promptly notify the Participant and any other alternate payee of the receipt of such order and the Plan's procedures for determining the qualified status of domestic relations orders, and

(b) Within a reasonable period after receipt of such order, the Employer or the Committee shall determine whether such order is a qualified domestic relations order and notify the Participant and each alternate payee of such determination. The Employer or the Committee shall establish reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders.

During any period in which the issue of whether a domestic relations order is a qualified domestic relations order is being determined (by the Employer or Committee, by a court of competent jurisdiction, or otherwise), the Employer or the Committee shall segregate in a separate account in the Plan or in an escrow account the amounts which would have been payable to the alternate payee during such period if the order had been determined to be a qualified domestic relations order. If within eighteen (18) months the order (or modification thereof) is determined to be a qualified domestic relations order, the Employer or the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons entitled thereto. If within eighteen
(18) months it is determined that the order is not a qualified domestic relations order, or the issue as to whether such order is a qualified domestic relations order is not resolved, then the Employer or the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons who would have been entitled to such amounts if there had been no order. Any determination that an order is a qualified domestic relations order which is made after the close of the eighteen (18) month period shall be applied prospectively only. The term "alternate payee" means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of, the benefit payable under a Plan with respect to such Participant.

SECTION 15. TOP-HEAVY PROVISIONS.

15.1 TOP-HEAVY PLAN. This Plan is top-heavy if any of the following conditions exist:

(a) If the top-heavy ratio for this Plan exceeds sixty percent (60%) and this Plan is not part of any required aggregation group or permissive aggregation group;

(b) If this Plan is a part of a required aggregation group (but is not part of a permissive aggregation group) and the aggregate top-heavy ratio for the group of Plans exceeds sixty percent (60%); or

(c) If this Plan is a part of a required aggregation group and part of a permissive aggregation group and the aggregate top-heavy ratio for the permissive aggregation group exceeds sixty percent (60%).

15.2 SUPER TOP-HEAVY PLAN This Plan will be a super top-heavy Plan if any of the following conditions exist:

(a) If the top-heavy ratio for this Plan exceeds ninety percent (90%) and this Plan is not part of any required aggregation group or permissive aggregation group.

(b) If this Plan is a part of a required aggregation group (but is not part of a permissive aggregation group) and the aggregate top-heavy ratio for the group of Plans exceeds ninety percent (90%), or

(c) If this Plan is a part of a required aggregation group and part of a permissive aggregation group and the aggregate top-heavy ratio for the permissive aggregation group exceeds ninety percent (90%).

15.3 DEFINITIONS.

In making this determination, the Committee shall use the following definitions and principles:

15.3-1 The "Determination Date," with respect to the first Plan Year of any plan, means the last day of that Plan Year, and with respect to each subsequent Plan Year, means the last day of the preceding Plan Year. If any other plan has a Determination Date which differs from this Plan's Determination Date, the top-heaviness of this Plan shall be determined on the basis of the other plan's Determination Date falling within the same calendar years as this Plan's Determination Date.

15.3-2 A "Key Employee" means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $135,000 (as adjusted under section 416(i)(1) of the Code for plan years beginning after December 31, 2002, a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

15.3-3 A "Non-key Employee" means an Employee who at any time during the five years ending on the top-heavy Determination Date for the Plan Year has received compensation from an Employer and who has never been a Key Employee, and the Beneficiary of any such Employee.

15.3-4 A "required aggregation group" includes (a) each qualified Plan of the Employer in which at least one Key Employee participates in the Plan Year containing the Determination Date and (b) any other qualified Plan of the Employer which enables a Plan described in (a) to meet the requirements of Code Sections 401(a)(4) or 410. For purposes of the preceding sentence, a qualified Plan of the Employer includes a terminated Plan maintained by the Employer within the period ending on the Determination Date. In the case of a required aggregation group, each Plan in the group will be considered a top-heavy Plan if the required aggregation group is a top-heavy group. No Plan in the required aggregation group will be considered a top-heavy Plan if the required aggregation group is not a top-heavy group. All Employers aggregated under Code Sections 414(b), (c) or (m) or (o) (but only after the Code
Section 414(o) regulations become effective) are considered a single Employer.

15.3-5 A "permissive aggregation group" includes the required aggregation group of Plans plus any other qualified Plan(s) of the Employer that are not required to be aggregated but which, when considered as a group with the required aggregation group, satisfy the requirements of Code Sections 401(a)(4) and 410 and are comparable to the Plans in the required aggregation group. No Plan in the permissive aggregation group will be considered a top-heavy Plan if the permissive aggregation group is not a top-heavy group. Only a Plan that is part of the required aggregation group will be considered a top-heavy Plan if the permissive aggregation group is top-heavy.

15.4 TOP-HEAVY RULES OF APPLICATION.

For purposes of determining the value of Account balances and the present value of accrued benefits the following provisions shall apply:

15.4-1 The value of Account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the twelve (12) month period ending on the Determination Date.

15.4-2 For purposes of testing whether this Plan is top-heavy, the present value of an individual's accrued benefits and an individual's Account balances is counted only once each year.

15.4-3 The Account balances and accrued benefits of a Participant who is not presently a Key Employee but who was a Key Employee in a Plan Year beginning on or after January 1, 1984 will be disregarded.

15.4-4 Employer contributions attributable to a salary reduction or similar arrangement will be taken into account. Employer matching contributions also shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan.

15.4-5 When aggregating Plans, the value of Account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year.

15.4-6 The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting "five (5) year period" for "one (1) year period."

15.4-7 Accrued benefits and Account balances of an individual shall not be taken into account for purposes of determining the top-heavy ratios if the individual has performed no services for the Employer during the one (1) year period ending on the applicable Determination Date. Compensation for purposes of this subparagraph shall not include any payments made to an individual by the Employer pursuant to a qualified or non-qualified deferred compensation plan.

15.4-8 The present value of the accrued benefits or the amount of the Account balances of any Employee participating in this Plan shall not include any rollover contributions or other transfers voluntarily initiated by the Employee except as described below. If this Plan transfers or rolls over funds to another Plan in a transaction voluntarily initiated by the Employee, then this Plan shall count

the distribution for purposes of determining Account balances or the present value of accrued benefits. A transfer incident to a merger or consolidation of two or more Plans of the Employer (including Plans of related Employers treated as a single Employer under Code Section 414), or a transfer or rollover between Plans of the Employer, shall not be considered as voluntarily initiated by the Employee.

15.5 MINIMUM CONTRIBUTIONS. For any Top-Heavy Year, each Employer shall make a special contribution on behalf of each Participant to the extent that the total allocations to his Account pursuant to Section 4 is less than the lesser of:

(i) three percent of his 415 Compensation for that year, or

(ii) the highest ratio of such allocation to 415 Compensation received by any Key Employee for that year. For purposes of the special contribution of this Section 15.2, a Key Employee's 415 Compensation shall include amounts the Key Employee elected to defer under a qualified 401(k) arrangement. Such a special contribution shall be made on behalf of each Participant who is employed by an Employer on the last day of the Plan Year, regardless of the number of his Hours of Service, and shall be allocated to his Account.

If the Employer maintains a qualified plan in addition to this Plan and more than one such plan is determined to be Top-Heavy, a minimum contribution or a minimum benefit shall be provided in one of such other plans, including a plan that consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met. If the Employer has both a Top-Heavy defined benefit plan and a Top-Heavy defined contribution plan and a minimum contribution is to be provided only in the defined contribution plan, then the sum of the Employer contributions and forfeitures allocated to the Account of each Non-key Employee shall be equal to at least five percent (5%) of such Non-key Employee's 415 Compensation for that year.

15.6 TOP-HEAVY PROVISIONS CONTROL IN TOP-HEAVY PLAN. In the event this Plan becomes top-heavy and a conflict arises between the top-heavy provisions herein set forth and the remaining provisions set forth in this Plan, the top-heavy provisions shall control.

EXECUTIVE SUPPLEMENTAL RETIREMENT
INCOME AGREEMENT
FOR
ELIZABETH E. HANCE

EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
FOR ELIZABETH E. HANCE

This Executive Supplemental Retirement Income Agreement (the "Agreement"), effective as of the _____ day of February, 1996, formalizes the understanding by and between MAGYAR SAVINGS BANK (the "Bank"), a state chartered mutual savings bank, and ELIZABETH E. HANCE, hereinafter referred to as "Executive".

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 continued employment; and

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

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

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

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

SECTION I DEFINITIONS

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

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

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

1.3 "Bank" means MAGYAR SAVINGS BANK and any successor thereto.

1.4 "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.

1.5 "Benefit Age" means the Executive's sixty-fifth (65th) birthday.

1.6 "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.

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

1.8 "Cause" means personal dishonesty, willful misconduct, willful malfeasance, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, 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.

1.9 "Change in Control" of the Bank shall mean and include the following:
(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 (the "Exchange Act"); or
(2) a change in control of the Bank within the meaning of 12 C.F.R. 574.4; or
(3) a Change in Control at such time as

(i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing Twenty Percent (20.0%) or more of the combined voting power of the Bank's outstanding securities ordinarily having the right to vote at the election of Directors, except for (i) any stock of the Bank purchased by the Holding Company in connection with the conversion of the Bank to stock form, and (ii) any stock purchased by the Bank's Employee Stock Ownership Plan and/or trust; or
(ii) individuals who constitute the Board of Directors on the date hereof (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 Bank's stockholders was approved by the Bank'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 of the assets of the Bank occurs; or
(iv) a proxy statement is issued soliciting proxies from the

                        members (or stockholders) of the Bank by someone other
                        than the current management of the Bank, seeking member
                        (or stockholder) approval of a plan of reorganization,
                        merger, or consolidation of the Bank with one or more
                        corporations as a result of which the outstanding shares
                        of the class of the Bank's securities are exchanged for
                        or converted into cash or property or securities not
                        issued by the Bank.

        For purposes of this Subsection 1.9, the term "stockholder(s)" and
        "members" shall be considered one and the same. For purposes of this
        Subsection 1.9, the term "Holding Company" shall mean the holding
        company (including any successor thereto) organized to acquire the
        capital stock of the Bank upon the Bank's conversion from mutual to
        stock form.

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

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

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

1.13    (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).

1.14    "Effective Date" of this Agreement shall be February ___, 1996.

1.15    "Estate" means the estate of the Executive.

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

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

1.18    "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.

1.19    "Plan Year" shall mean February ___, 1996 through September 30, 1996,
        for the first Plan Year. Thereafter, the term shall mean the twelve (12)
        month period

        commencing October 1, 1996 and each consecutive twelve (12) month period
        thereafter.

1.20    "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 Elizabeth E. Hance Grantor Trust agreement.

1.21    "Supplemental Retirement Income Benefit" means (assuming the normal form
        of payment is applicable) 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.

1.22    "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),
        such election having been made prior to the event which triggers
        distribution and at least two (2) years prior to the Executive's Benefit
        Eligibility Date.

                                   SECTION II
                              BENEFITS - GENERALLY

2.1 (a) RETIREMENT INCOME TRUST FUND AND ACCRUED BENEFIT ACCOUNT. The Executive shall establish the Elizabeth E. Hance 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 Elizabeth E. Hance Grantor Trust shall be made by the trustee to the Executive, for purposes of payment of any income 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 Elizabeth E. Hance Grantor Trust agreement, this Agreement shall supersede the Elizabeth E. Hance Grantor Trust 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 thirty (30) days of establishment of such trust, and (ii) within the first five (5) 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 five (5) 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, up to and throughout the Payout Period, until the balance of the Accrued Benefit Account has been fully distributed. Interest on any Phantom Contribution shall not commence until one (1) calendar year following the date such Phantom Contribution is initially recorded in the Executive's Accrued Benefit Account.

The Administrator may review the schedule of annual Contributions (or Phantom Contributions) provided for in Exhibit A within ten (10) days prior to the close of each Plan Year. Such review shall consist of an evaluation of the accuracy of all assumptions used to establish the schedule of Contributions (or Phantom Contributions) required to provide the Supplemental Retirement Income Benefit. The Administrator may prospectively amend the schedule of Contributions (or Phantom Contributions) provided for in Exhibit A, should the Administrator determine during any such review that an increase in such Contributions (or Phantom Contributions) is necessary or desired in order to provide a benefit equivalent to the Supplemental Retirement Income Benefit on an after-tax basis.

(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 included on Exhibit A 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 sixty (60) months by either (i) the Executive's involuntary termination of employment, or (ii) Executive's voluntary termination of employment after: (A) a material change in the Executive's function, duties, or responsibilities, which change would cause the Executive's position to become one of lesser responsibility, importance, or scope from the position the Executive held at the time of the Change in Control, (B) a relocation of

the Executive's principal place of employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Executive from those being provided at the time of the Change in Control, the Contribution set forth below shall be required of the Bank in addition to all previous annual Contributions. The Bank shall be required to make a final Contribution to the Retirement Income Trust Fund within five (5) days of the Executive's termination of employment, in an amount equal to the lesser of (i) the present value (using the Interest Factor) of all remaining Contributions which would have been required to be made on behalf of the Executive, had the Executive remained in the employ of the Bank until Benefit Age, or (ii) One Dollar ($1.00) less than the total dollar amount of Contributions which would have resulted in taxation to the Executive pursuant to sections 280G and 4999 of the Code.

(3) TERMINATION FOR CAUSE If the Executive (i) does not exercise his withdrawal rights pursuant to Subsection 2.2, and (ii) 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 year in which such termination for Cause occurs.

(4) VOLUNTARY OR INVOLUNTARY TERMINATION (NOT FOR CAUSE) OF EMPLOYMENT PRIOR TO BENEFIT AGE. If (i) the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and (ii) the Executive's employment with the Bank is voluntarily or involuntarily terminated for any reason other than a termination related to disability, termination for Cause, or termination following a Change in Control, within ten (10) days of such voluntary or involuntary termination of employment, the Bank shall be required to make a final Contribution to the Retirement Income Trust Fund, attributable to the Plan Year in which the termination occurs (unless such Contribution is made prior to termination), in an amount equal to the full Contribution required for such Plan Year. No further Contribution(s) shall be required for periods subsequent to the Plan Year in which the Executive's employment is terminated.

(5) DEATH DURING EMPLOYMENT. If the Executive (i) does not exercise any withdrawal rights pursuant to Subsection 2.2, and (ii) dies while employed by the Bank (including employment following a Change in Control), the Contributions included on Exhibit A shall be required of the Bank. Such Contributions to the Retirement Income Trust Fund shall commence in the Plan Year in which the Retirement Income Trust Fund is established and shall continue, annually, through the Plan Year in which the Executive dies. No additional Contributions shall be required.

(6) TERMINATION DUE TO DISABILITY. If the Executive (i) does not exercise his withdrawal rights pursuant to Subsection 2.2, and (ii) terminates service with the Bank due to a disability pursuant to Subsection 6.1, all annual Contributions set forth in Exhibit A for all Plan Years preceding the year in which such termination occurs shall be required of the Bank as well as the final Contribution, set forth below, attributable to the Plan Year in which termination occurs (unless such Contribution is made prior to termination). The final Contribution to be made by the Bank for the Plan Year in which the termination occurs, shall be equal to the full Contribution required for such Plan Year pursuant to Exhibit A and shall be made within ten (10) days of the disability determination. No additional Contributions to the Retirement Income Trust Fund shall be required for periods subsequent to the Plan Year in which the Executive's employment is terminated.

(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 on or before the last day 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 first 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 sixty (60) months of such Change in Control, the Executive's employment is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Executive after: (A) a material change in the Executive's function, duties, or responsibilities, which change would cause the Executive's position to become one of lesser responsibility, importance, or scope from the position the Executive held at the time of the Change in Control, (B) a relocation of the Executive's principal place of employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank in addition to all previous annual Contributions. The Bank shall be required to record a final lump sum Phantom Contribution in the Accrued Benefit Account, within five (5) days of such termination, in an amount equal to the lesser of (i) the present value (using the Interest Factor) of all remaining Phantom Contributions which would have been required had the Executive remained in the employ of the Bank until Benefit Age, or (ii) One Dollar ($1.00) less than the total dollar amount of Phantom Contributions which would have resulted in taxation to the Executive pursuant to sections 280G and 4999 of the Code.

(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 accrued interest, shall be forfeited.

(4) VOLUNTARY OR INVOLUNTARY TERMINATION (NOT FOR CAUSE) OF EMPLOYMENT PRIOR TO BENEFIT AGE. If (i) the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and (ii) the Executive's employment with the Bank is voluntarily or involuntarily terminated for any reason other than a termination related to disability, termination for Cause, or termination following a Change in Control, within ten (10) days of such voluntary or involuntary termination of employment, the Bank shall be required to record a final Phantom Contribution in the Executive's Accrued Benefit Account, attributable to the Plan Year in which the termination occurs (unless such Phantom Contribution is recorded prior to termination), in an amount equal to the full Phantom Contribution required for such Plan Year. No further Phantom Contributions shall be required to be recorded for periods subsequent to the Plan Year in which the Executive's employment is terminated.

(5) DEATH DURING EMPLOYMENT. If the Executive (i) exercises his withdrawal rights pursuant to Subsection 2.2, and (ii) dies while employed by the Bank (including employment following a Change in Control), the Phantom Contributions included on Exhibit A shall be required of the Bank. Such Phantom Contributions to the Accrued Benefit Account shall commence in the Plan Year in which the Executive exercises his withdrawal rights and shall continue, annually, through the Plan Year in which the Executive dies. The final Phantom Contribution, attributable to the Plan Year of the Executive's death, shall be equal to (i) the full Phantom Contribution required in accordance with Exhibit A for all Plan Year in which the Executive dies, if not recorded prior to death, plus (ii) the sum of the total Phantom Contributions which would have been required in accordance with Exhibit A for all Plan Year(s) following the Plan Year of the Executive's death. Such final Phantom Contribution shall be recorded in the Accrued Benefit Account within (10) days of the Executive's death.

(6) TERMINATION DUE TO DISABILITY. If the Executive (i) exercises his withdrawal rights pursuant to Subsection 2.2, and (ii) terminates service with the Bank due to a disability pursuant to Subsection 6.1,

all annual Contributions set forth in Exhibit A for all Plan Years preceding the year of such exercise of withdrawal rights shall be required of the Bank. Such Contributions to the Retirement Income Trust Fund shall commence in the Plan Year in which the Retirement Income Trust Fund is established and shall continue through the Plan Year immediately prior to the Plan Year in which the Executive first exercises his withdrawal rights. Thereafter, Phantom Contributions shall be recorded annually, pursuant to Exhibit A, in the Executive's Accrued Benefit Account. Phantom Contributions shall be recorded for the Plan Year in which the Executive first exercises his withdrawal rights and shall continue through the Plan Year in which the termination occurs. The final Phantom Contribution recorded in the Accrued Benefit Account for the Plan Year in which the termination occurs shall be equal to the full Phantom Contribution required for such Plan Year pursuant to Exhibit A and shall be recorded in the Accrued Benefit Account within ten (10) days of the disability determination. No additional Phantom Contributions shall be required to be recorded in the Accrued Benefit Account for periods subsequent to the Plan Year in which the Executive's employment is terminated.

2.2 WITHDRAWALS FROM RETIREMENT INCOME TRUST FUND. Exercise of withdrawal rights by the Executive pursuant to the Elizabeth E. Hance 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 Elizabeth E. Hance 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, or other trust expenses properly payable from the Elizabeth E. Hance Grantor Trust pursuant to the provisions of the trust document.

2.3 BENEFITS PAYABLE FROM RETIREMENT INCOME TRUST FUND

Notwithstanding anything else to the contrary in this Agreement, in the event that the trustee of the Retirement Income Trust Fund purchases a life insurance policy with the Contributions to and, if applicable, earnings of the Trust, and such life insurance policy is intended to continue in force beyond the Payout Period for the disability or retirement benefits payable from the Retirement Income Trust Fund pursuant to this Agreement, then the Trustee shall have the absolute and sole discretion to determine the portion of the cash value of such policy available for purposes of annuitizing the Retirement Income Trust Fund 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 Benefit Age, including employment with the Bank until Benefit Age following a Change in Control, 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. 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 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 (i) obtains approval from the trustee of the Elizabeth E. Hance Grantor Trust 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 trustee, shall be payable within thirty (30) days of such trustee approval.

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 Benefit Age, including employment with the Bank until Benefit Age following a Change in Control, and (ii) the Executive has made a Timely Election to receive a lump sum benefit, this Subsection 3.1(b) shall be controlling with respect to retirement benefits.

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

The balance of the Executive's Accrued Benefit Account (if applicable), measured as of the Executive's Benefit Age, shall be paid to the Executive in a lump sum on his Benefit Eligibility Date. In the event the Executive dies after becoming eligible for such payment (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, including the Executive's death while employed by the Bank following a Change in Control, 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 Executive's Retirement Income Trust Fund, measured as of the Executive's death, 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. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which is less than the rate of return used to annuitize the Retirement Income Trust Fund, no additional contributions to the Retirement Income Trust Fund shall be required by the Bank in order to fund the final benefit payment(s) and make up for any shortage attributable to the less-than-expected rate of return. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which is greater than the rate of return used to annuitize the Retirement Income Trust Fund, the final benefit payment to the Executive's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Executive's Beneficiary may request to receive the unpaid balance of the Executive's Retirement Income Trust Fund in a lump sum payment. If a lump sum payment is requested by the Beneficiary, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Executive's Beneficiary (i) obtains approval from the trustee of the Elizabeth E. Hance Grantor Trust 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 trustee, shall be made within thirty (30) days of such trustee approval.

The Executive's Accrued Benefit Account (if applicable), measured as of the Executive's death, 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. 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, including the Executive's death while employed by the Bank following a Change in Control, and (ii) the Executive has made a Timely Election to receive a lump sum benefit, this Subsection 4.1(b) shall be controlling with respect to pre-retirement death benefits.

The balance of the Executive's Retirement Income Trust Fund, measured as of the 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.

The balance of the Executive's Accrued Benefit Account (if applicable), measured as 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.

SECTION V BENEFIT(S) IN THE EVENT OF TERMINATION OF SERVICE
PRIOR TO BENEFIT 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 Benefit Age, for any reason including a Change in Control, but excluding (i) any termination related to disability which shall be covered in Section VI, (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 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. 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 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 (i) obtains approval from the trustee of the Elizabeth E. Hance Grantor Trust 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 trustee, shall be made within thirty (30) days of such trustee approval.

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

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

The Retirement Income Trust Fund, measured as of the date of the Executive's death, shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit 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 as of the date of the Executive's death, 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 (i) obtains approval from the trustee of the Elizabeth E. Hance Grantor Trust 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 trustee, shall be made within thirty (30) days of such trustee approval.

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

the Executive's Beneficiary (i) obtains Board of Director approval, and
(ii) notifies the Administrator in writing of such election within ninety (90) days of the Executive's death. Such lump sum payment, if approved by the Board of Directors, shall be made within thirty (30) days of such Board of Director approval.

(b) ALTERNATIVE PAYOUT OPTION.
(1) EXECUTIVE LIVES UNTIL BENEFIT AGE If (i) after such termination, the Executive lives until attaining his Benefit Age, and (ii) the Executive has made a Timely Election to receive a lump sum benefit, this Subsection 5.1(b)(1) shall be controlling with respect to retirement benefits.

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

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

(2) EXECUTIVE DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Executive dies prior to attaining his Benefit Age, and (ii) the Executive has made a Timely Election to receive a lump sum benefit, this Subsection 5.1(b)(2) shall be controlling with respect to retirement 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.

SECTION VI OTHER BENEFITS

6.1 (a) DISABILITY BENEFIT. If the Executive's service is terminated prior to Benefit 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).

Notwithstanding any other provision hereof, if requested by the Executive and approved by the Board of Directors, the Executive shall receive a lump sum Disability Benefit hereunder, in any case in which 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 Executive, because of ill health, accident, disability or general inability due to age. 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), both measured as of the disability determination. The benefit(s) shall be paid within thirty
(30) days following the date of the Executive's request for such benefit. 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. 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 following: 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 within thirty (30) days of such Board of Director approval.

SECTION VII NON-COMPETITION

7.1 NON-COMPETITION 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. The Executive further agrees that following his employment with the Bank and continuing through the Payout Period he 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 Bank, unless the Executive has the prior express written consent of the Board of Directors of the Bank.

7.2 BREACH OF NON-COMPETITION CLAUSE.
(a) DURING EMPLOYMENT. In the event the Executive breaches Subsection 7.1 while employed at the Bank, all further Contributions to the Retirement Income Trust Fund (or Phantom Contributions to 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. 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 equal to the balance of the Retirement Income Trust Fund, measured as of the Executive's Benefit Age, payable 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 payable within thirty (30) days of the date of the Administrator receives notice of the Executive's death. 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 equal to the balance of the Retirement Income Trust Fund, measured as of the date of the Executive's death,

payable in a lump sum within thirty (30) days of the date the Administrator receives notice of the Executive's death.

In the event (i) any breach by the Executive of the agreements and covenants described in Subsection 7.1 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.

(b) BREACH FOLLOWING TERMINATION OF EMPLOYMENT.

In the event the Executive breaches Subsection 7.1 following the Executive's termination of employment with the Bank, all benefits under this Agreement, other than those which can be paid from previous Contributions to the Retirement Income Trust Fund shall be forfeited, regardless of whether the Executive is receiving benefits at such time. If the Executive has attained his Benefit Age and is receiving a benefit at the time of such breach, his remaining balance in the Retirement Income Trust Fund shall be paid to him in a lump sum within thirty (30) days of the date the Bank has received notice of such breach (or in the event of his death prior to payment of such lump sum, to his Beneficiary). If the Executive has not attained his Benefit Age, and following such breach, the Executive lives until his Benefit Age, he (or his Beneficiary, in the event of his death prior to payment of his benefit) shall receive a benefit payable in a lump sum from the Retirement Income Trust Fund in the same manner as set forth above in Subsection 7.2(a).

SECTION VIII 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 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, unless this Agreement provides otherwise. The Executive, the Beneficiary, or any other person claiming through the Executive, shall only have the right to receive from the Bank those payments 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, unless expressly provided herein, shall not be deemed to be held under any trust for the benefit of the Executive or his Beneficiaries, nor shall any asset be considered security for the performance of the obligations of the Bank. Any such asset shall be and remain, a general, unpledged, and unrestricted asset of the Bank.

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, unless this Agreement provides otherwise. Except as otherwise provided for in this Agreement, 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 terminate such assets at any time, in whole or in part. At no time shall the Executive be deemed to have any lien, right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then the Executive shall assist the Bank by freely submitting to a physical examination and by supplying such additional information necessary to obtain such insurance or annuities.

11.1    NAMED FIDUCIARY AND ADMINISTRATOR. The Bank shall be the Administrator
        (the "Administrator") of this Agreement. As Administrator, the Bank
        shall be responsible for the management, control and administration of
        the Agreement as established herein and shall be responsible for
        designation of the initial trustee, of the related rabbi trust, in
        accordance with the formal agreement establishing such trust. 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. If such determination is favorable to the claimants, it shall be binding and conclusive. If such determination is adverse to such claimants, it shall be binding and conclusive unless the claimants (i) notify the Administrator within ninety (90) days after receipt by the claimants of the Administrator's determination, that the claimants intend to institute legal proceedings challenging the determination of the Administrator, and (ii) actually institute such legal proceedings within one hundred eighty (180) days of receipt by the claimants of the Administrator's determination.

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, in accordance with the bylaws of the Bank, without regard to
        the existence of the Agreement. Pursuant to 12 C.F.R. ss. 563.39(b), the
        following conditions shall apply to this Agreement:

        (1)     The Bank's Board of Directors may terminate the Executive at any
                time, but any termination by the Bank's Board of Directors other
                than termination for Cause shall not prejudice the Executive's
                vested right

to compensation or other benefits under the contract. As provided in Subsection 5.2, the Executive shall have no right to receive additional compensation or other benefits, other than those provided for in Subsection 5.2, after termination for Cause.

(2) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)) the Bank's obligations under the contract shall be suspended (except vested rights) as of the date of termination of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.

(3) If the Executive is terminated and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1)), all non-vested obligations of the Bank under the contract shall terminate as of the effective date of the order.

(4) If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all non-vested obligations under the contract shall terminate as of the date of default.

(5) All non-vested obligations under the contract shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank:

(i) by the Director [of the Federal Deposit Insurance Corporation or the Resolution Trust Corporation] or his designee at the time the Federal Deposit Insurance Corporation or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in ss. 13(c) of the Federal Deposit Insurance Act; or

(ii) by the Director [of the Federal Deposit Insurance

                        Corporation or the Resolution Trust Corporation] or his
                        designee, at the time the Director or his designee
                        approves a supervisory merger to resolve problems
                        related to operation of the Bank or when the Bank is
                        determined by the Director to be in an unsafe or unsound
                        condition.

        Any rights of the parties that have already vested, (i.e., the balance
        of the Executive's Retirement Income Trust Fund and the balance of the
        Executive's Accrued Benefit Account, if applicable), however, shall not
        be affected by such action.

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 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.

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.

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
        required due to objection to the plan by the Bank's regulatory
        authorities, or in the event of a change in existing federal income tax
        laws which would cause this plan to create adverse tax consequences to
        the Bank and/or participants in the plan. 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 shall be made pursuant to a resolution
        of the Board of Directors of the Bank and shall be effective as of the
        date of such resolution. No amendment or termination of the Agreement
        shall directly or indirectly deprive the Executive of all or any portion
        of the Executive's Retirement Income Trust Fund (and Accrued Benefit
        Account, if applicable) as of the effective date of the resolution
        amending or terminating the Agreement.

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), measured as of the date of plan
        termination. However, if such termination is done in anticipation of or
        pursuant to a "Change in Control," such balance(s) shall be

measured as of the date the final Contribution (or Phantom Contribution) is made (or recorded) pursuant to Subsection 2.1(b)(2) (or 2.1(c)(2)). Payment of the balance(s) of the Executive's Retirement Income Trust Fund (and Accrued Benefit Account, if applicable) shall not be dependent upon his continuation of employment with the Bank following the termination date of the Agreement. Payment of the balance(s) of the 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.

14.1    This Agreement and the Elizabeth E. Hance 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
        Elizabeth E. Hance 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 PAGE INTENTIONALLY LEFT BLANK]

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

MAGYAR SAVINGS BANK:

Illegible                               By:     /s/ Robert E. Pastor
--------------------------------                ------------------------
Secretary
                                        Title:  President/CEO
                                                ------------------------

WITNESS:                                EXECUTIVE:



Illegible                               Elizabeth E. Hance
--------------------------------        ----------------------------------------

CONDITIONS, ASSUMPTIONS,
AND
SCHEDULE OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS

1. Interest Factor - for purposes of:

a. the Accrued Benefit Account - shall be Eight percent (8%) per annum, compounded monthly.

b. the Retirement Income Trust Fund - shall be Four percent (4%) per annum, compounded monthly, provided, however, that for purposes of annuitizing the balance of the Retirement Income Trust Fund over the Payout Period, the trustee of the Elizabeth E. Hance 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.

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 until the earlier of the Executive's death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii) assuming a discount rate equal to Eight percent (8%) 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 Thirty Thousand Four Hundred Forty Seven Dollars ($30,447).

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).

4.      Schedule of Annual Gross Contributions/Phantom Contributions

                YEAR                                CONTRIBUTIONS
                ----                                -------------

                1996                                   $ 1,220
                1997                                   $ 2,083
                1998                                   $ 2,420
                1999                                   $ 2,799
                2000                                   $ 3,224
                2001                                   $ 3,700
                2002                                   $ 4,234
                2003                                   $ 4,830
                2004                                   $ 5,496
                2005                                   $ 6,240
                2006                                   $ 7,069
                2007                                   $ 7,993
                2008                                   $ 9,021
                2009                                   $10,165
                2010                                   $11,437
                2011                                   $12,850
                2012                                   $14,419
                2013                                   $16,159
                2014                                   $18,089
                2015                                   $20,229
                2016                                   $22,598
                2017                                   $25,222
                2018                                   $28,126

FIRST AMENDMENT TO THE
EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT
FOR
ELIZABETH E. HANCE

Upon mutual consent and for valuable consideration hereby recognized, this First Amendment to the Executive Supplemental Retirement Income Agreement (the "SERP") for Elizabeth E. Hance (the "Executive") of Magyar Savings Bank (the "Bank"), dated this 1st day of January, 2004, is for the purpose of amending the SERP as follows:

PARAGRAPH 3 OF EXHIBIT A SHALL READ AS FOLLOWS:

3. Supplemental Retirement Income Benefit means an actuarially determined annual amount equal to Fifty-Nine Thousand One Hundred and Ninety-One Dollars ($59,191).

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).

4.      Schedule of Annual Gross Contributions/Phantom Contributions

                Year                            Contributions
                ----                            -------------

                1996                            $ 1,220
                1997                            $ 2,083
                1998                            $ 2,420
                1999                            $ 2,799
                2000                            $ 3,224
                2001                            $ 3,700
                2002                            $ 4,234
                2003                            $15,062
                2004                            $16,827
                2005                            $18,752
                2006                            $20,851
                2007                            $23,137

                2008                            $25,626
                2009                            $28,334
                2010                            $31,278
                2011                            $34,478
                2012                            $37,954
                2013                            $41,727
                2014                            $45,821
                2015                            $50,262
                2016                            $55,076
                2017                            $60,293
                2018                            $60,376

All other provisions of the SERP, which are not specifically modified by this First Amendment, are hereby incorporated and shall remain in full force and effect.

IN WITNESS WHEREOF, the Bank and the Executive have caused this First Amendment, effective as of the above date, to be executed.

WITNESS: MAGYAR SAVINGS BANK:

                                        By:     /s/ Robert E. Pastor
-----------------------                         ------------------------

                                        Title:  President/CEO
                                                ------------------------

ELIZABETH E. HANCE:

/s/ Elizabeth E. Hance
--------------------------------

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR ELIZABETH HANCE

MAGYAR SAVINGS BANK
NEW BRUNSWICK, NEW JERSEY

FEBRUARY 1, 2004

FINANCIAL INSTITUTION CONSULTING CORPORATION
700 COLONIAL ROAD, SUITE 102
MEMPHIS, TENNESSEE 38117
WATS: 1-800-873-0089
FAX: (901) 684-7414
(901) 684-7400

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR ELIZABETH HANCE

This Director Supplemental Retirement Income and Deferred Compensation Agreement (the "Agreement"), effective as of the 1st day of February, 2004, formalizes the understanding by and between MAGYAR SAVINGS BANK (the "Bank"), a state chartered savings bank having its principal place of business in New Brunswick, New Jersey, and ELIZABETH HANCE (hereinafter referred to as "Director"). All prior non-qualified deferred compensation agreements, including any and all Joinder Agreements, with respect to Director and MAGYAR SAVINGS BANK, are hereby superceded and replaced by this Agreement

W I T N E S S E T H :

WHEREAS, the Director serves the Bank as a member of the board; and

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

WHEREAS, the Director 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 service and wishes to provide his beneficiary with benefits from and after death; and

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

WHEREAS, the Bank has adopted this Director Supplemental Retirement Income and Deferred Compensation Agreement which controls all issues relating to benefits as described herein and;

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

SECTION I DEFINITIONS

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

1.1 "Accrued Benefit Account" shall be REPRESENTED by the bookkeeping entries required to record the Director'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 Director 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 MAGYAR 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 Director's benefits are payable. If no Beneficiary is so designated, then the Director's Spouse, if living, will be deemed the Beneficiary. If the Director's Spouse is not living, then the Children of the Director will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no Children, then the Estate of the Director will be deemed the Beneficiary.

1.6 "Benefit Age" means the later of: (i) the Director's sixty-fifth (65th) birthday or (ii) the actual date the Director's full-time service with the Bank terminates.

1.7 "Benefit Eligibility Date" means the date on which the Director 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 both the attainment of the Directors' Benefit Age and his actual retirement from the Board of Directors.

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

1.9 "Cause" means termination of the Director's service on the Board of Directors due to: (i) actions or inactions which constitute a breach of the bylaws of the Bank or (ii) the Director's 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 Plan, or gross negligence in matters of material importance to the Bank.

1.10 "Change in Control" of the Bank shall mean and include the following:
(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 of Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or
(2) a change in control of the Bank within the meaning of 12 C.F.R. 574.4; or
(3) a Change in Control at such time as
(i) any "person" (as the term is used in sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing Twenty Percent (20.0%) or more of the combined voting power of the Bank's outstanding securities ordinarily having the right to vote at the election of directors, except for (i) any stock of the Bank purchased by the Holding Company in connection with the conversion of the Bank to stock form, and (ii) any stock purchased by the Bank's Employee Stock Ownership Plan and/or trust; or
(ii) individuals who constitute the board of directors on the date hereof (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 Bank's stockholders was approved by the Bank'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 of the assets of the bank occurs; or
(iv) a proxy statement is issued soliciting proxies from the

                        members (or stockholders) of the Bank by someone other
                        than the current management of the Bank, seeking member
                        (or stockholder) approval of a plan of reorganization,
                        merger, or consolidation of the Bank with one or more
                        corporations as a result of which the outstanding shares
                        of the class of the Bank's securities are exchanged for
                        or converted into cash or property or securities not
                        issued by the Bank.

        For purposes of this Subsection 1.10, the term "stockholder(s)" and
        "members" shall be considered one and the same. For purposes of this
        Subsection 1.10, the term "Holding Company" shall mean the holding
        company (including any successor thereto) organized to acquire the
        capital stock of the Bank upon the Bank's conversion from mutual to
        stock form.

1.11    "Children" means all natural or adopted children of the Director 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 total contributions comprised of
        both the Elective Contributions and the Emeritus Contributions which the
        Bank is required to make to the Retirement Income Trust Fund on behalf
        of the Director in accordance with Subsection 2.1(a) and in the amounts
        set forth in Exhibit A of the Agreement. Such Contributions, for the
        first Plan Year, shall include any and all amounts accrued by the Bank
        to pay the benefits promised to the Director under any prior
        non-qualified deferred compensation agreements including any Joinder
        Agreements previously executed by the Bank and the Director.

1.14    (a) "Disability Benefit" means the benefit payable to the Director
        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 Director's Beneficiary upon the Director's death in
        accordance with Subsection 6.1(b).

1.15    "Effective Date" of this Agreement shall be February 1, 2004.

1.16    "Elective Contribution" shall refer to the Director's voluntary monthly
        pre-tax deferral of board fees, committee fees and/or retainer plus
        interest compounded annually at a rate equal to the Interest Factor. The
        Director may elect to change his voluntary deferral amount by submitting
        to the Bank a Notice of Adjustment of Elective Contribution thirty (30)
        days prior to the end of any Plan Year.

1.17    "Emeritus Contribution" shall refer to the amounts necessary to support
        an annual amount payable to the Director at Benefit Age based upon a
        percentage, as stated in Appendix A, of the Director's total board fees,
        committee fees and/or retainer in the twelve months prior to the
        Director's Benefit Eligibility Date. The percentage shall be determined
        by the following formula: ten percent (10%) plus two and one-half
        percent (2 1/2%) for each year of service as a Director, with a minimum
        of fifty percent (50%), provided the Director has served for at least
        five (5) years, and a maximum of sixty percent (60%). Notwithstanding
        the foregoing, any Director who serves as Board Chairman for a five-year
        term (other than the current Chairman) shall be entitled to receive
        seventy-five percent (75%).

1.18    "Estate" means the estate of the Director.

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

1.20    "Payout Period" means the time frame during which certain benefits
        payable hereunder shall be distributed. Payments shall be made in
        monthly installments commencing on the first day of the

        month following the occurrence of the event which triggers distribution
        and continuing for a period of one hundred eighty (180) months. Should
        the Director make a Timely Election to receive a lump sum benefit
        payment, the Director's Payout Period shall be deemed to be one (1)
        month.

1.21    "Phantom Contributions" means those annual Contributions which the Bank
        is no longer required to make on behalf of the Director to the
        Retirement Income Trust Fund. Rather, once the Director 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 Director's Accrued Benefit Account, pursuant to
        Subsection 2.1.

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

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

1.24    "Spouse" means the individual to whom the Director is legally married at
        the time of the Director's death, provided, however, that the term
        "Spouse" shall not refer to an individual to whom the Director is
        legally married at the time of death if the Director 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 Director 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 Director's Benefit
        Eligibility Date. In the case of benefits payable from the Retirement
        Income Trust Fund, such election may be made at any time.

                                   SECTION II
                                 BENEFIT FUNDING

2.1     (a) RETIREMENT INCOME TRUST FUND AND ACCRUED BENEFIT ACCOUNT. The
        Director shall establish the Elizabeth Hance Grantor Trust into which
        the Bank shall be required to make annual Contributions on the
        Director's behalf, pursuant to Exhibit A and this Section II of the
        Agreement. A trustee shall be selected by the Director. The trustee
        shall maintain an account, separate and distinct from the Director'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 Elizabeth Hance Grantor Trust may be made by
        the trustee to the Director, 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 Director 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
        Director 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 Elizabeth Hance Grantor
        Trust Agreement, the Elizabeth Hance 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 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 Director is employed by the Bank until attaining Benefit Age, on or immediately before attainment of such Benefit 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 Director 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 Director 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 Director's termination of service.

(2) TERMINATION FOLLOWING A CHANGE IN CONTROL If the Director 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 Director's involuntary termination of service, or (ii) Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service 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 Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director 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 Director 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) VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Director's service with the Bank is voluntarily or involuntarily terminated for any reason, including a termination due to disability of the Director but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, 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; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at the Director's Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director 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 SERVICE. If the Director does not exercise any withdrawal rights pursuant to Subsection 2.2, and dies while employed by the Bank, and if, following the Director's death, the assets of the Retirement Income Trust Fund are insufficient to provide the Supplemental Retirement Income Benefit to which the Director 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 Director'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 Director's death.

(c) WITHDRAWAL RIGHTS EXERCISED.
(1) PHANTOM CONTRIBUTIONS MADE ANNUALLY. If the Director 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 Director'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 Director 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 Director's termination of service.

(2) TERMINATION FOLLOWING A CHANGE IN CONTROL If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director 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 Director's service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service 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 Director 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 Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. 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 equal in amount to that benefit which would have been payable to the Director if no

secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (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 Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

(3) TERMINATION FOR CAUSE If the Director is terminated for Cause pursuant to Subsection 5.2, the entire balance of the Director'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) VOLUNTARY AND INVOLUNTARY TERMINATION OF SERVICE. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, and the Director's service with the Bank is voluntarily or involuntarily terminated for any reason including termination due to disability of the Director, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such termination of service, no further Phantom Contributions shall be required of the Bank. Interest, at a rate equal to the Interest Factor, shall accrue on such Phantom Contributions until the Director's Benefit Eligibility Date.

(5) DEATH DURING SERVICE. If the Director 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 Director exercises his withdrawal rights and shall continue through the Plan Year in which the Director dies. The Bank shall also be required to record a final Phantom Contribution within thirty (30) days of the Director'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 Director'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 Director pursuant to Subsection 2.2.)

2.2 WITHDRAWALS FROM RETIREMENT INCOME TRUST FUND. Exercise of withdrawal rights by the Director pursuant to the Elizabeth Hance 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 Director is entitled under Article III of the Elizabeth Hance Grantor Trust agreement and shall exclude any distributions made by the trustee of the Retirement Income Trust Fund to the Director 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 Elizabeth Hance Grantor Trust pursuant to the provisions of the trust document.

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

SECTION III RETIREMENT BENEFIT

3.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director is employed with the Bank until reaching his Benefit Age and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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

Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be payable within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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 Director is employed with the Bank until reaching his Benefit Age, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 3.1(b) shall be controlling with respect to retirement benefits.

The balance of the Retirement Income Trust Fund, measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

SECTION IV PRE-RETIREMENT DEATH BENEFIT

4.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director dies while employed by the Bank, and (ii) the Director 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 Director's Retirement Income Trust Fund, measured as of the later of (i) the Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee

in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director'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 Director's Beneficiary for the Payout Period. Such benefit payments shall commence within thirty (30) days of the date the Administrator receives notice of the Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety
(90) days of the Director'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 Director dies while employed by the Bank, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 4.1(b) shall be controlling with respect to pre-retirement death benefits.

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

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director's death, or (ii) the date any final Phantom Contribution is recorded pursuant to

Subsection 2.1(c), shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.1 VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE OTHER THAN FOR CAUSE. In the event the Director's service with the Bank is voluntarily or involuntarily terminated prior to Benefit 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 Director's pre-retirement death, which shall be covered in Section IV, (iii) or termination for Cause, which shall be covered in Subsection 5.2, the Director (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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the date of the Director'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 Director's death. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director's death, shall be paid to the Director's Beneficiary within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.2 TERMINATION FOR CAUSE. If the Director 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 Director shall be entitled to receive a benefit in accordance with this Subsection 5.2.

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

SECTION VI OTHER BENEFITS

6.1 (a) DISABILITY BENEFIT. If the Director's service is terminated prior to Benefit Age due to a disability which meets the criteria set forth below, the Director 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 Director'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 Director 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 Director 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 Director shall be entitled to the following lump sum benefit(s). The lump sum benefit(s) to which the Director 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 Director's request for such benefit is approved by the Board of Directors. In the event the Director 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 Director's death.

(b) DISABILITY BENEFIT - SUPPLEMENTAL. Furthermore, if Board of Director approval is obtained within thirty
(30) days of the Director's death, the Bank shall make a direct, lump sum payment to the Director'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 Director's disability-related termination. Such lump sum payment, if approved by the Board of Directors, shall be payable to the Director's Beneficiary within thirty (30) days of such Board of Director approval.

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

SECTION VII BENEFICIARY DESIGNATION

The Director 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 SERVICE. In consideration of the agreements of the Bank contained herein and of the payments to be made by the Bank pursuant hereto, the Director hereby agrees that, for as long as he remains in the service of 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 Director has the prior express written consent of the Bank.

8.2 BREACH OF NON-COMPETITION CLAUSE.
(a) CONTINUED SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director continues service 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 Director (or his Beneficiary) shall be entitled to receive a benefit from the Retirement Income Trust Fund in accordance with Subpart (1) or (2) below, as applicable.

(1) DIRECTOR LIVES UNTIL BENEFIT AGE If, following such breach, the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If, following such breach, the Director 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 Director's death, shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

(b) TERMINATION OF SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director's service with the Bank is terminated due to such breach, such termination shall be deemed to be for Cause and the benefits payable to the Director shall be paid in accordance with Subsection 5.2 of this Agreement.

8.3 NON-COMPETITION FOLLOWING SERVICE.
(a) DIRECTOR AGREES NOT TO COMPETE The Director expressly agrees that, as consideration for the covenants of the Bank contained herein and as a condition to the performance by the Bank of its obligations hereunder, from and after any voluntary or involuntary termination of service, other than a termination of service related to a Change in Control, and continuing throughout the Payout Period or, with respect to Section 8.3 (c), for two years following termination of service, he will not without the prior written consent of the Bank, serve as an officer or director or employee of any bank holding company, bank, savings association or mortgage company with its principal office within the

bank's trading area, and which offers products or services in the bank's trading area competing with those offered by the Bank.

(b) BENEFITS PAID FROM ACCRUED BENEFIT ACCOUNT. Director understands and agrees that, following Director's voluntary or involuntary termination of service, the Bank's obligation, if any, to make payments to the Director from the Accrued Benefit Account shall be conditioned on the Director'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 Director has the prior written consent of the Bank. In the event of the Director's breach of the covenants and agreements contained herein, further payments to the Director from the Accrued Benefit Account, if any, shall cease and Director's rights to amounts credited to the Accrued Benefit Account shall be forfeited.

(c) BENEFITS PAID FROM RETIREMENT INCOME TRUST FUND. Director understands and agrees that Director's violation of these provisions following a voluntary or involuntary termination of service, other than a termination of service following a Change in Control, will cause irreparable harm to the Bank. In the event of Director's violation of this Section 8.3 within three (3) years of such voluntary or involuntary termination of service, Director agrees to pay or cause the Retirement Income Trust Fund to pay to the Bank, as liquidated damages an amount equal to 10% of the after-tax contributions, which the Bank has made on Director's behalf to the Retirement Income Trust Fund. Said liquidated damages payment shall be separate from, and in addition to, any amounts forfeited from the Accrued Benefit Account.

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

SECTION IX DIRECTOR'S RIGHT TO ASSETS

The rights of the Director, any Beneficiary, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, the Beneficiary, or any other person claiming through the Director, shall only have the right to receive from the Bank those payments or amounts so specified under this Agreement. The Director 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 Director 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 Director, 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 Director be deemed to have any lien, right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Director, then the Director shall assist the Bank by freely submitting to a physical examination and by supplying such additional information necessary to obtain such insurance or annuities.

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 Director (or to his Beneficiary in the
        case of the Director'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.

        If claimants continue to dispute the benefit denial based upon completed
        performance of this Plan and the Agreement or the meaning and effect of
        the terms and conditions thereof, then claimants may submit the dispute
        to mediation, administered by the American Arbitration Association

("AAA") (or a mediator selected by the parties) in accordance with the AAA's Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.1    NO EFFECT ON EMPLOYMENT RIGHTS. Nothing contained herein will confer
        upon the Director 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
        Director 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 Director 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 Director 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 Director shall keep the Bank informed of his
        current address and the current address of his Beneficiaries. The Bank
        shall not be obligated to search for the whereabouts of any person. If
        the location of the Director 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
        Director's benefit payment(s) until the location of the

        Director is made known to the Bank; however, the Bank shall only be
        obligated to hold such benefit payment(s) for the Director until the
        expiration of thirty-six (36) months.

12.6    LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
        provisions of the Agreement, no individual acting as an employee or
        agent of the Bank, or as a member of the Board of Directors shall be
        personally liable to the Director 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 Director to participate in or be
        covered by any qualified or non-qualified pension, profit sharing,
        group, bonus or other supplemental compensation or fringe benefit
        agreement constituting a part of the Bank's existing or future
        compensation structure.

12.9    SUICIDE. Notwithstanding anything to the contrary in this Agreement, if
        the Director'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
        Director's date of death, shall be paid to the Beneficiary within thirty
        (30) days of the date the Administrator receives notice of the
        Director'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 Director, 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 Director 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.

                                  SECTION XIII
                           AMENDMENT/PLAN TERMINATION

13.1    AMENDMENT OR PLAN TERMINATION. The Bank intends this Agreement to be
        permanent, and the Agreement may not be amended or terminated without
        the express written consent of the parties. Any amendment or termination
        of the Agreement shall be made pursuant to a resolution of the Board of
        Directors of the Bank and shall be effective as of the date of such
        resolution. No amendment or termination of the Agreement shall directly
        or indirectly deprive the Director of all or any portion of the
        Director'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 Director does not exercise any
        withdrawal rights pursuant to Subsection 2.2, and if at any time after
        the final Contribution immediately prior to Director's Benefits
        Eligibility Date or the date that triggers distribution is made to the
        Retirement Income Trust Fund the Director 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    DIRECTOR'S RIGHT TO PAYMENT FOLLOWING PLAN TERMINATION. In the event of
        a termination of the Agreement, the Director 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 Director's Retirement Income Trust Fund
        (and Accrued Benefit Account, if applicable) shall not be dependent upon
        his continuation of service with the Bank following the termination date
        of the Agreement. Payment of the balance(s) of the Director'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 Elizabeth Hance 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
        Elizabeth Hance 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.

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

ATTEST: MAGYAR SAVINGS BANK:

Illegible                               By:     /s/ Robert E. Pastor
-----------------------                         ------------------------

                                        Title:  President/CEO
                                                ------------------------

WITNESS:                                DIRECTOR:



/s/ Karen LeBlon                        /s/ Elizabeth E. Hance
-----------------------                 --------------------------------

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 Elective Contributions - shall be ten percent (10%) per annum, compounded monthly.

c. the Emeritus Contributions - shall be six percent (6%) per annum, compounded monthly.

d. 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 Elizabeth Hance 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 Emeritus Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit 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 a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. The Emeritus Contributions are calculated to support a benefit based upon 60% of the Director's total board fees, committee fees and/or retainer in the twelve months prior to Director's Benefit Eligibility Date.

3. The amount of the annual Elective Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii) assuming a discount rate equal to ten percent (10%) per annum, in order to provide a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. Director has elected a monthly, pre-tax deferral of board fees, committee fess and/or retainer in the amount of $1,603 per month for 24 months.

4. Supplemental Retirement Income Benefit means an actuarially determined annual amount equal to One Hundred and Thirty-Eight Thousand Nine Hundred and Twelve Dollars ($138,912) at age 65 if paid entirely from the Accrued Benefit Account or Eighty-Eight Thousand Nine Hundred and Four Dollars ($88,904) at age 65 if paid from the Retirement Income Trust Fund.

Exhibit A

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).

5. Schedule of Annual Gross Contributions/Phantom Contributions

Plan Year    Elective Contributions      Emeritus Contributions     Total Contributions
---------    ----------------------      ----------------------     -------------------
2004                $188,713                    $23,130                  $211,843
2005                  40,071                      6,951                    47,022
2006                  25,728                      7,720                    33,448
2007                  26,651                      8,558                    35,209
2008                  29,441                      9,470                    38,911
2009                  32,524                     10,462                    42,986
2010                  35,930                     11,540                    47,470
2011                  39,692                     12,711                    52,403
2012                  43,849                     13,983                    57,832
2013                  48,440                     15,364                    63,804
2014                  53,512                     16,861                    70,373
2015                  59,116                     18,485                    77,601
2016                  65,306                     20,245                    85,551
2017                  72,145                     22,152                    94,297
2018                  79,699                     24,217                   103,916
2019                  87,240                     21,032                   108,272

Exhibit A - Cont'd.

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR JOSEPH J. LUKACS, JR.

MAGYAR SAVINGS BANK
NEW BRUNSWICK, NEW JERSEY

FEBRUARY 1, 2004

FINANCIAL INSTITUTION CONSULTING CORPORATION
700 COLONIAL ROAD, SUITE 102
MEMPHIS, TENNESSEE 38117
WATS: 1-800-873-0089
FAX: (901) 684-7414
(901) 684-7400

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR JOSEPH J. LUKACS, JR.

This Director Supplemental Retirement Income and Deferred Compensation Agreement (the "Agreement"), effective as of the 1st day of February, 2004, formalizes the understanding by and between MAGYAR SAVINGS BANK (the "Bank"), a state chartered savings bank having its principal place of business in New Brunswick, New Jersey, and JOSEPH J. LUKACS, JR. (hereinafter referred to as "Director"). All prior non-qualified deferred compensation agreements, including any and all Joinder Agreements, with respect to Director and MAGYAR SAVINGS BANK, are hereby superceded and replaced by this Agreement

W I T N E S S E T H :

WHEREAS, the Director serves the Bank as a member of the board; and

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

WHEREAS, the Director 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 service and wishes to provide his beneficiary with benefits from and after death; and

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

WHEREAS, the Bank has adopted this Director Supplemental Retirement Income and Deferred Compensation Agreement which controls all issues relating to benefits as described herein and;

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

SECTION I DEFINITIONS

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

1.1 "Accrued Benefit Account" shall be REPRESENTED by the bookkeeping entries required to record the Director'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 Director 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 MAGYAR 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 Director's benefits are payable. If no Beneficiary is so designated, then the Director's Spouse, if living, will be deemed the Beneficiary. If the Director's Spouse is not living, then the Children of the Director will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no Children, then the Estate of the Director will be deemed the Beneficiary.

1.6 "Benefit Age" means the later of: (i) the Director's sixty-fifth (65th) birthday or (ii) the actual date the Director's full-time service with the Bank terminates.

1.7 "Benefit Eligibility Date" means the date on which the Director 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 both the attainment of the Directors' Benefit Age and his actual retirement from the Board of Directors.

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

1.9 "Cause" means termination of the Director's service on the Board of Directors due to: (i) actions or inactions which constitute a breach of the bylaws of the Bank or (ii) the Director's 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 Plan, or gross negligence in matters of material importance to the Bank.

1.10 "Change in Control" of the Bank shall mean and include the following:
(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 of Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or
(2) a change in control of the Bank within the meaning of 12 C.F.R. 574.4; or
(3) a Change in Control at such time as
(i) any "person" (as the term is used in sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing Twenty Percent (20.0%) or more of the combined voting power of the Bank's outstanding securities ordinarily having the right to vote at the election of directors, except for (i) any stock of the Bank purchased by the Holding Company in connection with the conversion of the Bank to stock form, and (ii) any stock purchased by the Bank's Employee Stock Ownership Plan and/or trust; or
(ii) individuals who constitute the board of directors on the date hereof (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 Bank's stockholders was approved by the Bank'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 of the assets of the bank occurs; or
(iv) a proxy statement is issued soliciting proxies from the

                        members (or stockholders) of the Bank by someone other
                        than the current management of the Bank, seeking member
                        (or stockholder) approval of a plan of reorganization,
                        merger, or consolidation of the Bank with one or more
                        corporations as a result of which the outstanding shares
                        of the class of the Bank's securities are exchanged for
                        or converted into cash or property or securities not
                        issued by the Bank.

        For purposes of this Subsection 1.10, the term "stockholder(s)" and
        "members" shall be considered one and the same. For purposes of this
        Subsection 1.10, the term "Holding Company" shall mean the holding
        company (including any successor thereto) organized to acquire the
        capital stock of the Bank upon the Bank's conversion from mutual to
        stock form.

1.11    "Children" means all natural or adopted children of the Director 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 total contributions comprised of
        both the Elective Contributions and the Emeritus Contributions which the
        Bank is required to make to the Retirement Income Trust Fund on behalf
        of the Director in accordance with Subsection 2.1(a) and in the amounts
        set forth in Exhibit A of the Agreement. Such Contributions, for the
        first Plan Year, shall include any and all amounts accrued by the Bank
        to pay the benefits promised to the Director under any prior
        non-qualified deferred compensation agreements including any Joinder
        Agreements previously executed by the Bank and the Director.

1.14    (a) "Disability Benefit" means the benefit payable to the Director
        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 Director's Beneficiary upon the Director's death in
        accordance with Subsection 6.1(b).

1.15    "Effective Date" of this Agreement shall be February 1, 2004.

1.16    "Elective Contribution" shall refer to the Director's voluntary monthly
        pre-tax deferral of board fees, committee fees and/or retainer plus
        interest compounded annually at a rate equal to the Interest Factor. The
        Director may elect to change his voluntary deferral amount by submitting
        to the Bank a Notice of Adjustment of Elective Contribution thirty (30)
        days prior to the end of any Plan Year.

1.17    "Emeritus Contribution" shall refer to the amounts necessary to support
        an annual amount payable to the Director at Benefit Age based upon a
        percentage, as stated in Appendix A, of the Director's total board fees,
        committee fees and/or retainer in the twelve months prior to the
        Director's Benefit Eligibility Date. The percentage shall be determined
        by the following formula: ten percent (10%) plus two and one-half
        percent (2 1/2%) for each year of service as a Director, with a minimum
        of fifty percent (50%), provided the Director has served for at least
        five (5) years, and a maximum of sixty percent (60%). Notwithstanding
        the foregoing, any Director who serves as Board Chairman for a five-year
        term (other than the current Chairman) shall be entitled to receive
        seventy-five percent (75%).

1.18    "Estate" means the estate of the Director.

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

1.20    "Payout Period" means the time frame during which certain benefits
        payable hereunder shall be distributed. Payments shall be made in
        monthly installments commencing on the first day of the

        month following the occurrence of the event which triggers distribution
        and continuing for a period of one hundred eighty (180) months. Should
        the Director make a Timely Election to receive a lump sum benefit
        payment, the Director's Payout Period shall be deemed to be one (1)
        month.

1.21    "Phantom Contributions" means those annual Contributions which the Bank
        is no longer required to make on behalf of the Director to the
        Retirement Income Trust Fund. Rather, once the Director 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 Director's Accrued Benefit Account, pursuant to
        Subsection 2.1.

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

1.23    "Retirement Income Trust Fund" means the trust fund account established
        by the Director and into which annual Contributions will be made by the
        Bank on behalf of the Director pursuant to Subsection 2.1. The
        contractual rights of the Bank and the Director with respect to the
        Retirement Income Trust Fund shall be outlined in a separate writing to
        be known as the Joseph J. Lukacs, Jr. Grantor Trust agreement.

1.24    "Spouse" means the individual to whom the Director is legally married at
        the time of the Director's death, provided, however, that the term
        "Spouse" shall not refer to an individual to whom the Director is
        legally married at the time of death if the Director 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 Director 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 Director's Benefit
        Eligibility Date. In the case of benefits payable from the Retirement
        Income Trust Fund, such election may be made at any time.

                                   SECTION II
                                 BENEFIT FUNDING

2.1     (a) RETIREMENT INCOME TRUST FUND AND ACCRUED BENEFIT ACCOUNT. The
        Director shall establish the Joseph J. Lukacs, Jr. Grantor Trust into
        which the Bank shall be required to make annual Contributions on the
        Director's behalf, pursuant to Exhibit A and this Section II of the
        Agreement. A trustee shall be selected by the Director. The trustee
        shall maintain an account, separate and distinct from the Director'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 Joseph J. Lukacs, Jr. Grantor Trust may be made
        by the trustee to the Director, 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 Director 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
        Director 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 Joseph J. Lukacs, Jr.
        Grantor Trust Agreement, the Joseph J. Lukacs, Jr. 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 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 Director is employed by the Bank until attaining Benefit Age, on or immediately before attainment of such Benefit 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 Director 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 Director 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 Director's termination of service.

(2) TERMINATION FOLLOWING A CHANGE IN CONTROL If the Director 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 Director's involuntary termination of service, or (ii) Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service 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 Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director 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 Director 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) VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Director's service with the Bank is voluntarily or involuntarily terminated for any reason, including a termination due to disability of the Director but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, 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; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at the Director's Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director 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 SERVICE. If the Director does not exercise any withdrawal rights pursuant to Subsection 2.2, and dies while employed by the Bank, and if, following the Director's death, the assets of the Retirement Income Trust Fund are insufficient to provide the Supplemental Retirement Income Benefit to which the Director 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 Director'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 Director's death.

(c) WITHDRAWAL RIGHTS EXERCISED.
(1) PHANTOM CONTRIBUTIONS MADE ANNUALLY. If the Director 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 Director'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 Director 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 Director's termination of service.

(2) TERMINATION FOLLOWING A CHANGE IN CONTROL If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director 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 Director's service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service 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 Director 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 Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. 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 equal in amount to that benefit which would have been payable to the Director if no

secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (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 Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

(3) TERMINATION FOR CAUSE If the Director is terminated for Cause pursuant to Subsection 5.2, the entire balance of the Director'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) VOLUNTARY AND INVOLUNTARY TERMINATION OF SERVICE. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, and the Director's service with the Bank is voluntarily or involuntarily terminated for any reason including termination due to disability of the Director, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such termination of service, no further Phantom Contributions shall be required of the Bank. Interest, at a rate equal to the Interest Factor, shall accrue on such Phantom Contributions until the Director's Benefit Eligibility Date.

(5) DEATH DURING SERVICE. If the Director 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 Director exercises his withdrawal rights and shall continue through the Plan Year in which the Director dies. The Bank shall also be required to record a final Phantom Contribution within thirty (30) days of the Director'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 Director'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 Director pursuant to Subsection 2.2.)

2.2 WITHDRAWALS FROM RETIREMENT INCOME TRUST FUND. Exercise of withdrawal rights by the Director pursuant to the Joseph J. Lukacs, Jr. 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 Director is entitled under Article III of the Joseph J. Lukacs, Jr. Grantor Trust agreement and shall exclude any distributions made by the trustee of the Retirement Income Trust Fund to the Director 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 Joseph J. Lukacs, Jr. Grantor Trust pursuant to the provisions of the trust document.

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

SECTION III RETIREMENT BENEFIT

3.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director is employed with the Bank until reaching his Benefit Age and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be payable within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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 Director is employed with the Bank until reaching his Benefit Age, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 3.1(b) shall be controlling with respect to retirement benefits.

The balance of the Retirement Income Trust Fund, measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

SECTION IV PRE-RETIREMENT DEATH BENEFIT

4.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director dies while employed by the Bank, and (ii) the Director 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 Director's Retirement Income Trust Fund, measured as of the later of (i) the Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director'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 Director's Beneficiary for the Payout Period. Such benefit payments shall commence within thirty (30) days of the date the Administrator receives notice of the Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety
(90) days of the Director'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 Director dies while employed by the Bank, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 4.1(b) shall be controlling with respect to pre-retirement death benefits.

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

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director's death, or (ii) the date any final Phantom Contribution is recorded pursuant to

Subsection 2.1(c), shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.1 VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE OTHER THAN FOR CAUSE. In the event the Director's service with the Bank is voluntarily or involuntarily terminated prior to Benefit 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 Director's pre-retirement death, which shall be covered in Section IV, (iii) or termination for Cause, which shall be covered in Subsection 5.2, the Director (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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the date of the Director'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 Director's death. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director's death, shall be paid to the Director's Beneficiary within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.2 TERMINATION FOR CAUSE. If the Director 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 Director shall be entitled to receive a benefit in accordance with this Subsection 5.2.

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

SECTION VI OTHER BENEFITS

6.1 (a) DISABILITY BENEFIT. If the Director's service is terminated prior to Benefit Age due to a disability which meets the criteria set forth below, the Director 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 Director'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 Director 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 Director 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 Director shall be entitled to the following lump sum benefit(s). The lump sum benefit(s) to which the Director 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 Director's request for such benefit is approved by the Board of Directors. In the event the Director 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 Director's death.

(b) DISABILITY BENEFIT - SUPPLEMENTAL. Furthermore, if Board of Director approval is obtained within thirty
(30) days of the Director's death, the Bank shall make a direct, lump sum payment to the Director'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 Director's disability-related termination. Such lump sum payment, if approved by the Board of Directors, shall be payable to the Director's Beneficiary within thirty (30) days of such Board of Director approval.

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

SECTION VII BENEFICIARY DESIGNATION

The Director 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 SERVICE. In consideration of the agreements of the Bank contained herein and of the payments to be made by the Bank pursuant hereto, the Director hereby agrees that, for as long as he remains in the service of 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 Director has the prior express written consent of the Bank.

8.2 BREACH OF NON-COMPETITION CLAUSE.
(a) CONTINUED SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director continues service 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 Director (or his Beneficiary) shall be entitled to receive a benefit from the Retirement Income Trust Fund in accordance with Subpart (1) or (2) below, as applicable.

(1) DIRECTOR LIVES UNTIL BENEFIT AGE If, following such breach, the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If, following such breach, the Director 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 Director's death, shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

(b) TERMINATION OF SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director's service with the Bank is terminated due to such breach, such termination shall be deemed to be for Cause and the benefits payable to the Director shall be paid in accordance with Subsection 5.2 of this Agreement.

8.3 NON-COMPETITION FOLLOWING SERVICE.
(a) DIRECTOR AGREES NOT TO COMPETE The Director expressly agrees that, as consideration for the covenants of the Bank contained herein and as a condition to the performance by the Bank of its obligations hereunder, from and after any voluntary or involuntary termination of service, other than a termination of service related to a Change in Control, and continuing throughout the Payout Period or, with respect to Section 8.3 (c), for two years following termination of service, he will not without the prior written consent of the Bank, serve as an officer or director or employee of any bank holding company, bank, savings association or mortgage company with its principal office within the

bank's trading area, and which offers products or services in the bank's trading area competing with those offered by the Bank.

(b) BENEFITS PAID FROM ACCRUED BENEFIT ACCOUNT. Director understands and agrees that, following Director's voluntary or involuntary termination of service, the Bank's obligation, if any, to make payments to the Director from the Accrued Benefit Account shall be conditioned on the Director'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 Director has the prior written consent of the Bank. In the event of the Director's breach of the covenants and agreements contained herein, further payments to the Director from the Accrued Benefit Account, if any, shall cease and Director's rights to amounts credited to the Accrued Benefit Account shall be forfeited.

(c) BENEFITS PAID FROM RETIREMENT INCOME TRUST FUND. Director understands and agrees that Director's violation of these provisions following a voluntary or involuntary termination of service, other than a termination of service following a Change in Control, will cause irreparable harm to the Bank. In the event of Director's violation of this Section 8.3 within three (3) years of such voluntary or involuntary termination of service, Director agrees to pay or cause the Retirement Income Trust Fund to pay to the Bank, as liquidated damages an amount equal to 10% of the after-tax contributions, which the Bank has made on Director's behalf to the Retirement Income Trust Fund. Said liquidated damages payment shall be separate from, and in addition to, any amounts forfeited from the Accrued Benefit Account.

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

SECTION IX DIRECTOR'S RIGHT TO ASSETS

The rights of the Director, any Beneficiary, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, the Beneficiary, or any other person claiming through the Director, shall only have the right to receive from the Bank those payments or amounts so specified under this Agreement. The Director 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 Director 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 Director, 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 Director be deemed to have any lien, right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Director, then the Director shall assist the Bank by freely submitting to a physical examination and by supplying such additional information necessary to obtain such insurance or annuities.

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 Director (or to his Beneficiary in the
        case of the Director'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.

        If claimants continue to dispute the benefit denial based upon completed
        performance of this Plan and the Agreement or the meaning and effect of
        the terms and conditions thereof, then claimants may submit the dispute
        to mediation, administered by the American Arbitration Association

("AAA") (or a mediator selected by the parties) in accordance with the AAA's Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.1    NO EFFECT ON EMPLOYMENT RIGHTS. Nothing contained herein will confer
        upon the Director 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
        Director 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 Director 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 Director 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 Director shall keep the Bank informed of his
        current address and the current address of his Beneficiaries. The Bank
        shall not be obligated to search for the whereabouts of any person. If
        the location of the Director 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
        Director's benefit payment(s) until the location of the

        Director is made known to the Bank; however, the Bank shall only be
        obligated to hold such benefit payment(s) for the Director until the
        expiration of thirty-six (36) months.

12.6    LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
        provisions of the Agreement, no individual acting as an employee or
        agent of the Bank, or as a member of the Board of Directors shall be
        personally liable to the Director 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 Director to participate in or be
        covered by any qualified or non-qualified pension, profit sharing,
        group, bonus or other supplemental compensation or fringe benefit
        agreement constituting a part of the Bank's existing or future
        compensation structure.

12.9    SUICIDE. Notwithstanding anything to the contrary in this Agreement, if
        the Director'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
        Director's date of death, shall be paid to the Beneficiary within thirty
        (30) days of the date the Administrator receives notice of the
        Director'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 Director, 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 Director 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.

                                  SECTION XIII
                           AMENDMENT/PLAN TERMINATION

13.1    AMENDMENT OR PLAN TERMINATION. The Bank intends this Agreement to be
        permanent, and the Agreement may not be amended or terminated without
        the express written consent of the parties. Any amendment or termination
        of the Agreement shall be made pursuant to a resolution of the Board of
        Directors of the Bank and shall be effective as of the date of such
        resolution. No amendment or termination of the Agreement shall directly
        or indirectly deprive the Director of all or any portion of the
        Director'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 Director does not exercise any
        withdrawal rights pursuant to Subsection 2.2, and if at any time after
        the final Contribution immediately prior to Director's Benefits
        Eligibility Date or the date that triggers distribution is made to the
        Retirement Income Trust Fund the Director 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    DIRECTOR'S RIGHT TO PAYMENT FOLLOWING PLAN TERMINATION. In the event of
        a termination of the Agreement, the Director 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 Director's Retirement Income Trust Fund
        (and Accrued Benefit Account, if applicable) shall not be dependent upon
        his continuation of service with the Bank following the termination date
        of the Agreement. Payment of the balance(s) of the Director'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 Joseph J. Lukacs, Jr. 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 Joseph
        J. Lukacs, Jr. 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.

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

ATTEST: MAGYAR SAVINGS BANK:

/s/ Elizabeth E. Hance                  By:     /s/ Robert E. Pastor
-----------------------                         ------------------------

                                        Title:  President/CEO
                                                ------------------------

WITNESS:                                DIRECTOR:



/s/ Karen LeBlon                        /s/ Joseph J. Lukacs, Jr.
-----------------------                 --------------------------------

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 Elective Contributions - shall be ten percent (10%) per annum, compounded monthly.

c. the Emeritus Contributions - shall be six percent (6%) per annum, compounded monthly.

d. 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 Joseph J. Lukacs, Jr. 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 Emeritus Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit 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 a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. The Emeritus Contributions are calculated to support a benefit based upon 75% of the Director's total board fees, committee fees and/or retainer in the twelve months prior to Director's Benefit Eligibility Date.

3. The amount of the annual Elective Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii) assuming a discount rate equal to ten percent (10%) per annum, in order to provide a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. Director has elected a monthly, pre-tax deferral of board fees, committee fess and/or retainer in the amount of $2,050 per month for 24 months.

4. Supplemental Retirement Income Benefit means an actuarially determined annual amount equal to Ninety-Six Thousand One Hundred and Eight Dollars ($96,108) at age 65 if paid entirely from the Accrued Benefit Account or Fifty-Six Thousand Seven Hundred and Four Dollars ($56,704) at age 65 if paid from the Retirement Income Trust Fund.

Exhibit A

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).

5. Schedule of Annual Gross Contributions/Phantom Contributions

Plan Year    Elective Contributions     Emeritus Contributions     Total Contributions
---------    ----------------------     ----------------------     -------------------
2004                 $306,645                 $237,015                   $543,660
2005                   58,084                  106,516                    164,600
2006                   40,421                  102,475                    142,895

Exhibit A - Cont'd.

FIRST AMENDMENT TO THE
DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AND
DEFERRED COMPENSATION AGREEMENT FOR
JOSEPH J. LUKACS, JR.
MAGYAR SAVINGS BANK

Upon mutual consent and for valuable consideration hereby recognized, THE DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AND DEFERRED COMPENSATION AGREEMENT FOR JOSEPH J. LUKACS IS hereby amended. The language below is immediately effective for each listed section and supercedes all previous versions of these sections.

SUBSECTION 1.6 OF THE DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AND DEFERRED COMPENSATION AGREEMENT FOR JOSEPH J. LUKACS SHALL BE AMENDED AS FOLLOWS;

1.6 "Benefit Age" means the later of: (i) the Director's seventy-fifth
(75th) birthday or (ii) the actual date the Director's full-time service with the Bank terminates.

EXHIBIT A - REVISED 8/05 CONDITIONS, ASSUMPTIONS, AND SCHEDULE OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS

A new "Exhibit A - Revised 8/05" is also attached to reflect the new schedule of contributions and the new Supplemental Retirement Income Benefit resulting from the Director's change of Benefit Age.

All other provisions of THE DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AND DEFERRED COMPENSATION AGREEMENT FOR JOSEPH J. LUKACS which are not specifically modified by this Amendement are hereby incorporated and shall remain in full force and effect.

_______________________________ Date___________ Director Signature and Date

_______________________________________________ Director Printed Name

_______________________________ Date___________ Bank Officer Signature and Date

_______________________________________________ Bank Officer Printed Name/Title

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 Elective Contributions - shall be ten percent (10%) per annum, compounded monthly.

c. the Emeritus Contributions - shall be six percent (6%) per annum, compounded monthly.

d. 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 Joseph J. Lukacs, Jr. 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 Emeritus Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit 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 a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. The Emeritus Contributions are calculated to support a benefit based upon 75% of the Director's total board fees, committee fees and/or retainer in the twelve months prior to Director's Benefit Eligibility Date.

3. The amount of the annual Elective Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii) assuming a discount rate equal to ten percent (10%) per annum, in order to provide a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. Director has elected a monthly, pre-tax deferral of board fees, committee fess and/or retainer in the amount of $2,050 per month ending January 2006.

4. Supplemental Retirement Income Benefit means an actuarially determined annual amount equal to Two-Hundred-Eleven-Thousand Nine-Hundred and Fifty-Four Dollars ($211,954) at age 75 if paid entirely from the Accrued Benefit Account or One-Hundred-Twenty-Five Thousand and Fifty-Three Dollars ($125,053) at age 75 if paid from the Retirement Income Trust Fund.

Exhibit A- Revised 8/05

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).

5. Schedule of Annual Gross Contributions/Phantom Contributions

Plan Year    Elective Contributions     Emeritus Contributions      Total Contributions
---------    ----------------------     ----------------------      -------------------
2004                $306,645                   $237,015                   $543,660
2005                  58,084                    106,516                    164,600
2006                  40,457                     24,382                     64,839
2007                  42,428                     26,083                     68,511
2008                  46,871                     27,901                     74,772
2009                  51,779                     29,844                     81,623
2010                  57,201                     31,921                     89,122
2011                  63,191                     34,140                     97,331
2012                  69,808                     36,511                    106,319
2013                  77,117                     39,045                    116,162
2014                  85,192                     41,753                    126,945
2015                  94,113                     44,646                    138,759
2016                 103,872                     46,739                    150,611

Exhibit A - Revised 8/05 (Cont'd.)

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR SALVATORE ROMANO

MAGYAR SAVINGS BANK
NEW BRUNSWICK, NEW JERSEY

FEBRUARY 1, 2004

FINANCIAL INSTITUTION CONSULTING CORPORATION
700 COLONIAL ROAD, SUITE 102
MEMPHIS, TENNESSEE 38117
WATS: 1-800-873-0089
FAX: (901) 684-7414
(901) 684-7400

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR SALVATORE ROMANO

This Director Supplemental Retirement Income and Deferred Compensation Agreement (the "Agreement"), effective as of the 1st day of February, 2004, formalizes the understanding by and between MAGYAR SAVINGS BANK (the "Bank"), a state chartered savings bank having its principal place of business in New Brunswick, New Jersey, and SALVATORE ROMANO (hereinafter referred to as "Director"). All prior non-qualified deferred compensation agreements, including any and all Joinder Agreements, with respect to Director and MAGYAR SAVINGS BANK, are hereby superceded and replaced by this Agreement

W I T N E S S E T H :

WHEREAS, the Director serves the Bank as a member of the board; and

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

WHEREAS, the Director 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 service and wishes to provide his beneficiary with benefits from and after death; and

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

WHEREAS, the Bank has adopted this Director Supplemental Retirement Income and Deferred Compensation Agreement which controls all issues relating to benefits as described herein and;

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

SECTION I DEFINITIONS

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

1.1 "Accrued Benefit Account" shall be REPRESENTED by the bookkeeping entries required to record the Director'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 Director 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 MAGYAR 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 Director's benefits are payable. If no Beneficiary is so designated, then the Director's Spouse, if living, will be deemed the Beneficiary. If the Director's Spouse is not living, then the Children of the Director will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no Children, then the Estate of the Director will be deemed the Beneficiary.

1.6 "Benefit Age" means the later of: (i) the Director's sixty-fifth (65th) birthday or (ii) the actual date the Director's full-time service with the Bank terminates.

1.7 "Benefit Eligibility Date" means the date on which the Director 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 both the attainment of the Directors' Benefit Age and his actual retirement from the Board of Directors.

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

1.9 "Cause" means termination of the Director's service on the Board of Directors due to: (i) actions or inactions which constitute a breach of the bylaws of the Bank or (ii) the Director's 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 Plan, or gross negligence in matters of material importance to the Bank.

1.10 "Change in Control" of the Bank shall mean and include the following:
(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 of Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or
(2) a change in control of the Bank within the meaning of 12 C.F.R. 574.4; or
(3) a Change in Control at such time as
(i) any "person" (as the term is used in sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing Twenty Percent (20.0%) or more of the combined voting power of the Bank's outstanding securities ordinarily having the right to vote at the election of directors, except for (i) any stock of the Bank purchased by the Holding Company in connection with the conversion of the Bank to stock form, and (ii) any stock purchased by the Bank's Employee Stock Ownership Plan and/or trust; or
(ii) individuals who constitute the board of directors on the date hereof (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 Bank's stockholders was approved by the Bank'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 of the assets of the bank occurs; or
(iv) a proxy statement is issued soliciting proxies from the

                        members (or stockholders) of the Bank by someone other
                        than the current management of the Bank, seeking member
                        (or stockholder) approval of a plan of reorganization,
                        merger, or consolidation of the Bank with one or more
                        corporations as a result of which the outstanding shares
                        of the class of the Bank's securities are exchanged for
                        or converted into cash or property or securities not
                        issued by the Bank.

        For purposes of this Subsection 1.10, the term "stockholder(s)" and
        "members" shall be considered one and the same. For purposes of this
        Subsection 1.10, the term "Holding Company" shall mean the holding
        company (including any successor thereto) organized to acquire the
        capital stock of the Bank upon the Bank's conversion from mutual to
        stock form.

1.11    "Children" means all natural or adopted children of the Director 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 total contributions comprised of
        both the Elective Contributions and the Emeritus Contributions which the
        Bank is required to make to the Retirement Income Trust Fund on behalf
        of the Director in accordance with Subsection 2.1(a) and in the amounts
        set forth in Exhibit A of the Agreement. Such Contributions, for the
        first Plan Year, shall include any and all amounts accrued by the Bank
        to pay the benefits promised to the Director under any prior
        non-qualified deferred compensation agreements including any Joinder
        Agreements previously executed by the Bank and the Director.

1.14    (a) "Disability Benefit" means the benefit payable to the Director
        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 Director's Beneficiary upon the Director's death in
        accordance with Subsection 6.1(b).

1.15    "Effective Date" of this Agreement shall be February 1, 2004.

1.16    "Elective Contribution" shall refer to the Director's voluntary monthly
        pre-tax deferral of board fees, committee fees and/or retainer plus
        interest compounded annually at a rate equal to the Interest Factor. The
        Director may elect to change his voluntary deferral amount by submitting
        to the Bank a Notice of Adjustment of Elective Contribution thirty (30)
        days prior to the end of any Plan Year.

1.17    "Emeritus Contribution" shall refer to the amounts necessary to support
        an annual amount payable to the Director at Benefit Age based upon a
        percentage, as stated in Appendix A, of the Director's total board fees,
        committee fees and/or retainer in the twelve months prior to the
        Director's Benefit Eligibility Date. The percentage shall be determined
        by the following formula: ten percent (10%) plus two and one-half
        percent (2 1/2%) for each year of service as a Director, with a minimum
        of fifty percent (50%), provided the Director has served for at least
        five (5) years, and a maximum of sixty percent (60%). Notwithstanding
        the foregoing, any Director who serves as Board Chairman for a five-year
        term (other than the current Chairman) shall be entitled to receive
        seventy-five percent (75%).

1.18    "Estate" means the estate of the Director.

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

1.20    "Payout Period" means the time frame during which certain benefits
        payable hereunder shall be distributed. Payments shall be made in
        monthly installments commencing on the first day of the

        month following the occurrence of the event which triggers distribution
        and continuing for a period of one hundred eighty (180) months. Should
        the Director make a Timely Election to receive a lump sum benefit
        payment, the Director's Payout Period shall be deemed to be one (1)
        month.

1.21    "Phantom Contributions" means those annual Contributions which the Bank
        is no longer required to make on behalf of the Director to the
        Retirement Income Trust Fund. Rather, once the Director 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 Director's Accrued Benefit Account, pursuant to
        Subsection 2.1.

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

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

1.24    "Spouse" means the individual to whom the Director is legally married at
        the time of the Director's death, provided, however, that the term
        "Spouse" shall not refer to an individual to whom the Director is
        legally married at the time of death if the Director 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 Director 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 Director's Benefit
        Eligibility Date. In the case of benefits payable from the Retirement
        Income Trust Fund, such election may be made at any time.

                                   SECTION II
                                 BENEFIT FUNDING

2.1     (a) RETIREMENT INCOME TRUST FUND AND ACCRUED BENEFIT ACCOUNT. The
        Director shall establish the Salvatore Romano Grantor Trust into which
        the Bank shall be required to make annual Contributions on the
        Director's behalf, pursuant to Exhibit A and this Section II of the
        Agreement. A trustee shall be selected by the Director. The trustee
        shall maintain an account, separate and distinct from the Director'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 Salvatore Romano Grantor Trust may be made by
        the trustee to the Director, 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 Director 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
        Director 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 Salvatore Romano Grantor
        Trust Agreement, the Salvatore Romano 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 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 Director is employed by the Bank until attaining Benefit Age, on or immediately before attainment of such Benefit 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 Director 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 Director 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 Director's termination of service.

(2) TERMINATION FOLLOWING A CHANGE IN CONTROL If the Director 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 Director's involuntary termination of service, or (ii) Director's voluntary termination of service after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service 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 Director from those being provided at the time of the Change in Control, the Emeritus Contributions as set forth on Schedule A shall continue to be required of the Bank. The Bank shall be required to make an immediate lump sum Contribution to the Director's Retirement Income Trust Fund in an amount equal to: (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director 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 Director 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) VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE. If the Director does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Director's service with the Bank is voluntarily or involuntarily terminated for any reason, including a termination due to disability of the Director but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, 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; provided, however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Director with after-tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of Director's termination) beginning at the Director's Benefit Age following such termination, equal in amount to that benefit which would have been payable to the Director 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 SERVICE. If the Director does not exercise any withdrawal rights pursuant to Subsection 2.2, and dies while employed by the Bank, and if, following the Director's death, the assets of the Retirement Income Trust Fund are insufficient to provide the Supplemental Retirement Income Benefit to which the Director 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 Director'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 Director's death.

(c) WITHDRAWAL RIGHTS EXERCISED.
(1) PHANTOM CONTRIBUTIONS MADE ANNUALLY. If the Director 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 Director'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 Director 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 Director's termination of service.

(2) TERMINATION FOLLOWING A CHANGE IN CONTROL If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director 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 Director's service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service 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 Director 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 Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. 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 equal in amount to that benefit which would have been payable to the Director if no

secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (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 Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

(3) TERMINATION FOR CAUSE If the Director is terminated for Cause pursuant to Subsection 5.2, the entire balance of the Director'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) VOLUNTARY AND INVOLUNTARY TERMINATION OF SERVICE. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, and the Director's service with the Bank is voluntarily or involuntarily terminated for any reason including termination due to disability of the Director, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such termination of service, no further Phantom Contributions shall be required of the Bank. Interest, at a rate equal to the Interest Factor, shall accrue on such Phantom Contributions until the Director's Benefit Eligibility Date.

(5) DEATH DURING SERVICE. If the Director 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 Director exercises his withdrawal rights and shall continue through the Plan Year in which the Director dies. The Bank shall also be required to record a final Phantom Contribution within thirty (30) days of the Director'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 Director'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 Director pursuant to Subsection 2.2.)

2.2 WITHDRAWALS FROM RETIREMENT INCOME TRUST FUND. Exercise of withdrawal rights by the Director pursuant to the Salvatore Romano 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 Director is entitled under Article III of the Salvatore Romano Grantor Trust agreement and shall exclude any distributions made by the trustee of the Retirement Income Trust Fund to the Director 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 Salvatore Romano Grantor Trust pursuant to the provisions of the trust document.

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

SECTION III RETIREMENT BENEFIT

3.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director is employed with the Bank until reaching his Benefit Age and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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

Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be payable within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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 Director is employed with the Bank until reaching his Benefit Age, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 3.1(b) shall be controlling with respect to retirement benefits.

The balance of the Retirement Income Trust Fund, measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

SECTION IV PRE-RETIREMENT DEATH BENEFIT

4.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director dies while employed by the Bank, and (ii) the Director 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 Director's Retirement Income Trust Fund, measured as of the later of (i) the Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee

in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director'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 Director's Beneficiary for the Payout Period. Such benefit payments shall commence within thirty (30) days of the date the Administrator receives notice of the Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety
(90) days of the Director'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 Director dies while employed by the Bank, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 4.1(b) shall be controlling with respect to pre-retirement death benefits.

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

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director's death, or (ii) the date any final Phantom Contribution is recorded pursuant to

Subsection 2.1(c), shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.1 VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE OTHER THAN FOR CAUSE. In the event the Director's service with the Bank is voluntarily or involuntarily terminated prior to Benefit 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 Director's pre-retirement death, which shall be covered in Section IV, (iii) or termination for Cause, which shall be covered in Subsection 5.2, the Director (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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the date of the Director'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 Director's death. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director's death, shall be paid to the Director's Beneficiary within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.2 TERMINATION FOR CAUSE. If the Director 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 Director shall be entitled to receive a benefit in accordance with this Subsection 5.2.

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

SECTION VI OTHER BENEFITS

6.1 (a) DISABILITY BENEFIT. If the Director's service is terminated prior to Benefit Age due to a disability which meets the criteria set forth below, the Director 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 Director'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 Director 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 Director 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 Director shall be entitled to the following lump sum benefit(s). The lump sum benefit(s) to which the Director 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 Director's request for such benefit is approved by the Board of Directors. In the event the Director 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 Director's death.

(b) DISABILITY BENEFIT - SUPPLEMENTAL. Furthermore, if Board of Director approval is obtained within thirty
(30) days of the Director's death, the Bank shall make a direct, lump sum payment to the Director'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 Director's disability-related termination. Such lump sum payment, if approved by the Board of Directors, shall be payable to the Director's Beneficiary within thirty (30) days of such Board of Director approval.

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

SECTION VII BENEFICIARY DESIGNATION

The Director 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 SERVICE. In consideration of the agreements of the Bank contained herein and of the payments to be made by the Bank pursuant hereto, the Director hereby agrees that, for as long as he remains in the service of 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 Director has the prior express written consent of the Bank.

8.2 BREACH OF NON-COMPETITION CLAUSE.
(a) CONTINUED SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director continues service 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 Director (or his Beneficiary) shall be entitled to receive a benefit from the Retirement Income Trust Fund in accordance with Subpart (1) or (2) below, as applicable.

(1) DIRECTOR LIVES UNTIL BENEFIT AGE If, following such breach, the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If, following such breach, the Director 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 Director's death, shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

(b) TERMINATION OF SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director's service with the Bank is terminated due to such breach, such termination shall be deemed to be for Cause and the benefits payable to the Director shall be paid in accordance with Subsection 5.2 of this Agreement.

8.3 NON-COMPETITION FOLLOWING SERVICE.
(a) DIRECTOR AGREES NOT TO COMPETE The Director expressly agrees that, as consideration for the covenants of the Bank contained herein and as a condition to the performance by the Bank of its obligations hereunder, from and after any voluntary or involuntary termination of service, other than a termination of service related to a Change in Control, and continuing throughout the Payout Period or, with respect to Section 8.3 (c), for two years following termination of service, he will not without the prior written consent of the Bank, serve as an officer or director or employee of any bank holding company, bank, savings association or mortgage company with its principal office within the

bank's trading area, and which offers products or services in the bank's trading area competing with those offered by the Bank.

(b) BENEFITS PAID FROM ACCRUED BENEFIT ACCOUNT. Director understands and agrees that, following Director's voluntary or involuntary termination of service, the Bank's obligation, if any, to make payments to the Director from the Accrued Benefit Account shall be conditioned on the Director'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 Director has the prior written consent of the Bank. In the event of the Director's breach of the covenants and agreements contained herein, further payments to the Director from the Accrued Benefit Account, if any, shall cease and Director's rights to amounts credited to the Accrued Benefit Account shall be forfeited.

(c) BENEFITS PAID FROM RETIREMENT INCOME TRUST FUND. Director understands and agrees that Director's violation of these provisions following a voluntary or involuntary termination of service, other than a termination of service following a Change in Control, will cause irreparable harm to the Bank. In the event of Director's violation of this Section 8.3 within three (3) years of such voluntary or involuntary termination of service, Director agrees to pay or cause the Retirement Income Trust Fund to pay to the Bank, as liquidated damages an amount equal to 10% of the after-tax contributions, which the Bank has made on Director's behalf to the Retirement Income Trust Fund. Said liquidated damages payment shall be separate from, and in addition to, any amounts forfeited from the Accrued Benefit Account.

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

SECTION IX DIRECTOR'S RIGHT TO ASSETS

The rights of the Director, any Beneficiary, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, the Beneficiary, or any other person claiming through the Director, shall only have the right to receive from the Bank those payments or amounts so specified under this Agreement. The Director 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 Director 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 Director, 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 Director be deemed to have any lien, right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Director, then the Director shall assist the Bank by freely submitting to a physical examination and by supplying such additional information necessary to obtain such insurance or annuities.

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 Director (or to his Beneficiary in the
        case of the Director'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.

        If claimants continue to dispute the benefit denial based upon completed
        performance of this Plan and the Agreement or the meaning and effect of
        the terms and conditions thereof, then claimants may submit the dispute
        to mediation, administered by the American Arbitration Association

("AAA") (or a mediator selected by the parties) in accordance with the AAA's Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.1    NO EFFECT ON EMPLOYMENT RIGHTS. Nothing contained herein will confer
        upon the Director 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
        Director 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 Director 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 Director 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 Director shall keep the Bank informed of his
        current address and the current address of his Beneficiaries. The Bank
        shall not be obligated to search for the whereabouts of any person. If
        the location of the Director 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
        Director's benefit payment(s) until the location of the

        Director is made known to the Bank; however, the Bank shall only be
        obligated to hold such benefit payment(s) for the Director until the
        expiration of thirty-six (36) months.

12.6    LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
        provisions of the Agreement, no individual acting as an employee or
        agent of the Bank, or as a member of the Board of Directors shall be
        personally liable to the Director 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 Director to participate in or be
        covered by any qualified or non-qualified pension, profit sharing,
        group, bonus or other supplemental compensation or fringe benefit
        agreement constituting a part of the Bank's existing or future
        compensation structure.

12.9    SUICIDE. Notwithstanding anything to the contrary in this Agreement, if
        the Director'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
        Director's date of death, shall be paid to the Beneficiary within thirty
        (30) days of the date the Administrator receives notice of the
        Director'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 Director, 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 Director 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.

                                  SECTION XIII
                           AMENDMENT/PLAN TERMINATION

13.1    AMENDMENT OR PLAN TERMINATION. The Bank intends this Agreement to be
        permanent, and the Agreement may not be amended or terminated without
        the express written consent of the parties. Any amendment or termination
        of the Agreement shall be made pursuant to a resolution of the Board of
        Directors of the Bank and shall be effective as of the date of such
        resolution. No amendment or termination of the Agreement shall directly
        or indirectly deprive the Director of all or any portion of the
        Director'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 Director does not exercise any
        withdrawal rights pursuant to Subsection 2.2, and if at any time after
        the final Contribution immediately prior to Director's Benefits
        Eligibility Date or the date that triggers distribution is made to the
        Retirement Income Trust Fund the Director 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    DIRECTOR'S RIGHT TO PAYMENT FOLLOWING PLAN TERMINATION. In the event of
        a termination of the Agreement, the Director 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 Director's Retirement Income Trust Fund
        (and Accrued Benefit Account, if applicable) shall not be dependent upon
        his continuation of service with the Bank following the termination date
        of the Agreement. Payment of the balance(s) of the Director'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 Salvatore Romano 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
        Salvatore Romano 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.

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

ATTEST: MAGYAR SAVINGS BANK:

/s/ Elizabeth E. Hance                  By:     /s/ Robert E. Pastor
-----------------------                         ------------------------

                                        Title:  President/CEO
                                                ------------------------

WITNESS:                                DIRECTOR:



/s/ Karen LeBlon                        /s/ S J Romano
-----------------------                 --------------------------------

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 Elective Contributions - shall be ten percent (10%) per annum, compounded monthly.

c. the Emeritus Contributions - shall be six percent (6%) per annum, compounded monthly.

d. 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 Salvatore Romano 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 Emeritus Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit 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 a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. The Emeritus Contributions are calculated to support a benefit based upon 50% of the Director's total board fees, committee fees and/or retainer in the twelve months prior to Director's Benefit Eligibility Date.

3. The amount of the annual Elective Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii) assuming a discount rate equal to ten percent (10%) per annum, in order to provide a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. Director has elected a monthly, pre-tax deferral of board fees, committee fess and/or retainer in the amount of $0 per month for 0 months.

4. Supplemental Retirement Income Benefit means an actuarially determined annual amount equal to Twelve Thousand Eight Hundred and Sixteen Dollars ($12,816) at age 65 if paid entirely from the Accrued Benefit Account or Eight Thousand Two Hundred and Two Dollars ($8,202) at age 65 if paid from the Retirement Income Trust Fund.

Exhibit A

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).

5. Schedule of Annual Gross Contributions/Phantom Contributions

Plan Year    Elective Contributions     Emeritus Contributions     Total Contributions
---------    ----------------------     ----------------------     -------------------
2004                   $0                        $79,467                 $79,467
2005                    0                         30,511                  30,511
2006                    0                         20,297                  20,297
2007
2008
2009
2010
2011

Exhibit A - Cont'd.

FIRST AMENDMENT TO THE
DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AND
DEFERRED COMPENSATION AGREEMENT FOR
SALVATORE ROMANO
MAGYAR SAVINGS BANK

Upon mutual consent and for valuable consideration hereby recognized, THE DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AND DEFERRED COMPENSATION AGREEMENT FOR SALVATORE ROMANO IS hereby amended. The language below is immediately effective for each listed section and supercedes all previous versions of these sections.

AMENDED SECTIONS

SUBSECTION 1.6 OF THE DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AND DEFERRED COMPENSATION AGREEMENT FOR SALVATORE ROMANO SHALL BE AMENDED AS FOLLOWS;

1.6 "Benefit Age" means the later of: (i) the Director's seventieth (70th) birthday or (ii) the actual date the Director's full-time service with the Bank terminates.

EXHIBIT A - REVISED 8/05 CONDITIONS, ASSUMPTIONS, AND SCHEDULE OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS

A new "Exhibit A - Revised 8/05" is also attached to reflect the new schedule of contributions and the new Supplemental Retirement Income Benefit resulting from the Director's change of Benefit Age.

All other provisions of THE DIRECTOR SUPPLEMENTAL RETIREMENT INCOME AND DEFERRED COMPENSATION AGREEMENT FOR SALVATORE ROMANO which are not specifically modified by this Amendement are hereby incorporated and shall remain in full force and effect.

_______________________________ Date____________ Director Signature and Date

________________________________________________ Director Printed Name

_______________________________ Date____________ Bank Officer Signature and Date

________________________________________________ Bank Officer Printed Name/Title

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 Elective Contributions - shall be ten percent (10%) per annum, compounded monthly.

c. the Emeritus Contributions - shall be six percent (6%) per annum, compounded monthly.

d. 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 Salvatore Romano 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 Emeritus Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit 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 a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. The Emeritus Contributions are calculated to support a benefit based upon 50% of the Director's total board fees, committee fees and/or retainer in the twelve months prior to Director's Benefit Eligibility Date.

3. The amount of the annual Elective Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii) assuming a discount rate equal to ten percent (10%) per annum, in order to provide a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. Director has elected a monthly, pre-tax deferral of board fees, committee fess and/or retainer in the amount of $0 per month for 0 months.

4. Supplemental Retirement Income Benefit means an actuarially determined annual amount equal to Sixteen Thousand Three Hundred and Fifty Dollars ($16,350) at age 70 if paid entirely from the Accrued Benefit Account or Ten Thousand four Hundred and Sixty-Four Dollars ($10,464) at age 70 if paid from the Retirement Income Trust Fund.

Exhibit A - Revised 8/05

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).

5. Schedule of Annual Gross Contributions/Phantom Contributions

PLAN YEAR    ELECTIVE CONTRIBUTIONS    EMERITUS CONTRIBUTIONS    TOTAL CONTRIBUTIONS
---------    ----------------------    ----------------------    -------------------
2004                  $0                        $79,467                 $79,467
2005                   0                         30,511                  30,511
2006                   0                          7,979                   7,979
2007                   0                          8,545                   8,545
2008                   0                          9,150                   9,150
2009                   0                          9,798                   9,798
2010                   0                         10,491                  10,491
2011                   0                         10,322                  10,322

Exhibit A - Revised 8/05 (Cont'd.)

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR JOSEPH YELENCSICS

MAGYAR SAVINGS BANK
NEW BRUNSWICK, NEW JERSEY

FEBRUARY 1, 2004

FINANCIAL INSTITUTION CONSULTING CORPORATION
700 COLONIAL ROAD, SUITE 102
MEMPHIS, TENNESSEE 38117
WATS: 1-800-873-0089
FAX: (901) 684-7414
(901) 684-7400

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR JOSEPH YELENCSICS

This Director Supplemental Retirement Income and Deferred Compensation Agreement (the "Agreement"), effective as of the 1st day of February, 2004, formalizes the understanding by and between MAGYAR SAVINGS BANK (the "Bank"), a state chartered savings bank having its principal place of business in New Brunswick, New Jersey, and JOSEPH YELENCSICS (hereinafter referred to as "Director"). All prior non-qualified deferred compensation agreements, including any and all Joinder Agreements, with respect to Director and MAGYAR SAVINGS BANK, are hereby superceded and replaced by this Agreement

W I T N E S S E T H :

WHEREAS, the Director serves the Bank as a member of the board; and

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

WHEREAS, the Director 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 service and wishes to provide his beneficiary with benefits from and after death; and

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

WHEREAS, the Bank has adopted this Director Supplemental Retirement Income and Deferred Compensation Agreement which controls all issues relating to benefits as described herein and;

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

SECTION I DEFINITIONS

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

1.1 "Accrued Benefit Account" shall be REPRESENTED by the bookkeeping entries required to record the Director'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 Director 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 MAGYAR 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 Director's benefits are payable. If no Beneficiary is so designated, then the Director's Spouse, if living, will be deemed the Beneficiary. If the Director's Spouse is not living, then the Children of the Director will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no Children, then the Estate of the Director will be deemed the Beneficiary.

1.6 "Benefit Age" means the later of: (i) the Director's sixty-fifth (65th) birthday or (ii) the actual date the Director's full-time service with the Bank terminates.

1.7 "Benefit Eligibility Date" means the date on which the Director 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 both the attainment of the Directors' Benefit Age and his actual retirement from the Board of Directors.

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

1.9 "Cause" means termination of the Director's service on the Board of Directors due to: (i) actions or inactions which constitute a breach of the bylaws of the Bank or (ii) the Director's 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 Plan, or gross negligence in matters of material importance to the Bank.

1.10 "Change in Control" of the Bank shall mean and include the following:
(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 of Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or
(2) a change in control of the Bank within the meaning of 12 C.F.R. 574.4; or
(3) a Change in Control at such time as
(i) any "person" (as the term is used in sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing Twenty Percent (20.0%) or more of the combined voting power of the Bank's outstanding securities ordinarily having the right to vote at the election of directors, except for (i) any stock of the Bank purchased by the Holding Company in connection with the conversion of the Bank to stock form, and (ii) any stock purchased by the Bank's Employee Stock Ownership Plan and/or trust; or
(ii) individuals who constitute the board of directors on the date hereof (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 Bank's stockholders was approved by the Bank'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 of the assets of the bank occurs; or
(iv) a proxy statement is issued soliciting proxies from the

                        members (or stockholders) of the Bank by someone other
                        than the current management of the Bank, seeking member
                        (or stockholder) approval of a plan of reorganization,
                        merger, or consolidation of the Bank with one or more
                        corporations as a result of which the outstanding shares
                        of the class of the Bank's securities are exchanged for
                        or converted into cash or property or securities not
                        issued by the Bank.

        For purposes of this Subsection 1.10, the term "stockholder(s)" and
        "members" shall be considered one and the same. For purposes of this
        Subsection 1.10, the term "Holding Company" shall mean the holding
        company (including any successor thereto) organized to acquire the
        capital stock of the Bank upon the Bank's conversion from mutual to
        stock form.

1.11    "Children" means all natural or adopted children of the Director 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 total contributions comprised of
        both the Elective Contributions and the Emeritus Contributions which the
        Bank is required to make to the Retirement Income Trust Fund on behalf
        of the Director in accordance with Subsection 2.1(a) and in the amounts
        set forth in Exhibit A of the Agreement. Such Contributions, for the
        first Plan Year, shall include any and all amounts accrued by the Bank
        to pay the benefits promised to the Director under any prior
        non-qualified deferred compensation agreements including any Joinder
        Agreements previously executed by the Bank and the Director.

                                       5

1.14    (a) "Disability Benefit" means the benefit payable to the Director
        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 Director's Beneficiary upon the Director's death in
        accordance with Subsection 6.1(b).

1.15    "Effective Date" of this Agreement shall be February 1, 2004.

1.16    "Elective Contribution" shall refer to the Director's voluntary monthly
        pre-tax deferral of board fees, committee fees and/or retainer plus
        interest compounded annually at a rate equal to the Interest Factor. The
        Director may elect to change his voluntary deferral amount by submitting
        to the Bank a Notice of Adjustment of Elective Contribution thirty (30)
        days prior to the end of any Plan Year.

1.17    "Emeritus Contribution" shall refer to the amounts necessary to support
        an annual amount payable to the Director at Benefit Age based upon a
        percentage, as stated in Appendix A, of the Director's total board fees,
        committee fees and/or retainer in the twelve months prior to the
        Director's Benefit Eligibility Date. The percentage shall be determined
        by the following formula: ten percent (10%) plus two and one-half
        percent (2 1/2%) for each year of service as a Director, with a minimum
        of fifty percent (50%), provided the Director has served for at least
        five (5) years, and a maximum of sixty percent (60%). Notwithstanding
        the foregoing, any Director who serves as Board Chairman for a five-year
        term (other than the current Chairman) shall be entitled to receive
        seventy-five percent (75%).

1.18    "Estate" means the estate of the Director.

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

1.20    "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

                                       6

        month following the occurrence of the event which triggers distribution
        and continuing for a period of one hundred eighty (180) months. Should
        the Director make a Timely Election to receive a lump sum benefit
        payment, the Director's Payout Period shall be deemed to be one (1)
        month.

1.21    "Phantom Contributions" means those annual Contributions which the Bank
        is no longer required to make on behalf of the Director to the
        Retirement Income Trust Fund. Rather, once the Director 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 Director's Accrued Benefit Account, pursuant to
        Subsection 2.1.

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

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

1.24    "Spouse" means the individual to whom the Director is legally married at
        the time of the Director's death, provided, however, that the term
        "Spouse" shall not refer to an individual to whom the Director is
        legally married at the time of death if the Director 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 Director 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 Director's Benefit
        Eligibility Date. In the case of benefits payable from the Retirement
        Income Trust Fund, such election may be made at any time.

                                   SECTION II
                                 BENEFIT FUNDING

2.1     (a) RETIREMENT INCOME TRUST FUND AND ACCRUED BENEFIT ACCOUNT. The
        Director shall establish the Joseph Yelencsics Grantor Trust into which
        the Bank shall be required to make annual Contributions on the
        Director's behalf, pursuant to Exhibit A and this Section II of the
        Agreement. A trustee shall be selected by the Director. The trustee
        shall maintain an account, separate and distinct from the Director'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 Joseph Yelencsics Grantor Trust may be made by
        the trustee to the Director, 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 Director 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
        Director 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 Joseph Yelencsics Grantor
        Trust Agreement, the Joseph Yelencsics Grantor Trust Agreement shall
        supersede this Agreement.

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        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 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 Director is
        employed by the Bank until attaining Benefit Age, on or immediately
        before attainment of such Benefit 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 Director 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 Director 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

                                       9

        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 Director's termination of
        service.

        (2) TERMINATION FOLLOWING A CHANGE IN CONTROL
        If the Director 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 Director's involuntary
        termination of service, or (ii) Director's voluntary termination of
        service after: (A) a material change in the Director's function, duties,
        or responsibilities, which change would cause the Director's position to
        become one of lesser responsibility, importance, or scope from the
        position the Director held at the time of the Change in Control, (B) a
        relocation of the Director's principal place of service 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 Director
        from those being provided at the time of the Change in Control, the
        Emeritus Contributions as set forth on Schedule A shall continue to be
        required of the Bank. The Bank shall be required to make an immediate
        lump sum Contribution to the Director's Retirement Income Trust Fund in
        an amount equal to: (i) the full Emeritus Contribution required for the
        Plan Year in which such termination occurs, if not yet made, plus (ii)
        the present value (computed using a discount rate equal to the Interest
        Factor) of all remaining Emeritus Contributions to the Retirement Income
        Trust Fund, and (iii) the present value (computed using the a discount
        rate equal to the Interest Factor) of the interest only component of the
        Elective Contribution; provided, however, that, if necessary, an
        additional amount shall be contributed to the Retirement Income Trust
        Fund which is sufficient to provide the Director with after-tax benefits
        (assuming a constant tax rate equal to the rate in effect as of the date
        of Director's termination) beginning at Benefit Age following such
        termination, equal in amount to that benefit which would have been
        payable to the Director 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 Director 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

                                       10

        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) VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE.
        If the Director does not exercise his withdrawal rights pursuant to
        Subsection 2.2, and the Director's service with the Bank is voluntarily
        or involuntarily terminated for any reason, including a termination due
        to disability of the Director but excluding termination for Cause, or
        termination following a Change in Control within thirty-six (36) months
        of such Change in Control, 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; provided, however, that, if necessary, an
        additional amount shall be contributed to the Retirement Income Trust
        Fund which is sufficient to provide the Director with after-tax benefits
        (assuming a constant tax rate equal to the rate in effect as of the date
        of Director's termination) beginning at the Director's Benefit Age
        following such termination, equal in amount to that benefit which would
        have been payable to the Director 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 SERVICE.
        If the Director does not exercise any withdrawal rights pursuant to
        Subsection 2.2, and dies while employed by the Bank, and if, following
        the Director's death, the assets of the Retirement Income Trust Fund are
        insufficient to provide the Supplemental Retirement Income Benefit to
        which the Director 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 Director'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 Director's
        death.

(c) WITHDRAWAL RIGHTS EXERCISED.
(1) PHANTOM CONTRIBUTIONS MADE ANNUALLY. If the Director 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 Director'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 Director 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 Director's termination of service.

(2) TERMINATION FOLLOWING A CHANGE IN CONTROL If the Director exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the Plan Year following the Plan Year in which the Director 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 Director's service is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Director after: (A) a material change in the Director's function, duties, or responsibilities, which change would cause the Director's position to become one of lesser responsibility, importance, or scope from the position the Director held at the time of the Change in Control, (B) a relocation of the Director's principal place of service 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 Director 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 Director's termination of service equal to (i) the full Emeritus Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Emeritus Contributions to the Retirement Income Trust Fund, and (iii) the present value (computed using the a discount rate equal to the Interest Factor) of the interest only component of the Elective Contribution. 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 equal in amount to that benefit which would have been payable to the Director if no

secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106. (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 Director from the Retirement Income Trust Fund pursuant to Subsection 2.2.)

(3) TERMINATION FOR CAUSE If the Director is terminated for Cause pursuant to Subsection 5.2, the entire balance of the Director'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) VOLUNTARY AND INVOLUNTARY TERMINATION OF SERVICE. If the Director exercises his withdrawal rights pursuant to Subsection 2.2, and the Director's service with the Bank is voluntarily or involuntarily terminated for any reason including termination due to disability of the Director, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such termination of service, no further Phantom Contributions shall be required of the Bank. Interest, at a rate equal to the Interest Factor, shall accrue on such Phantom Contributions until the Director's Benefit Eligibility Date.

(5) DEATH DURING SERVICE. If the Director 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 Director exercises his withdrawal rights and shall continue through the Plan Year in which the Director dies. The Bank shall also be required to record a final Phantom Contribution within thirty (30) days of the Director'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 Director'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 Director pursuant to Subsection 2.2.)

2.2 WITHDRAWALS FROM RETIREMENT INCOME TRUST FUND. Exercise of withdrawal rights by the Director pursuant to the Joseph Yelencsics 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 Director is entitled under Article III of the Joseph Yelencsics Grantor Trust agreement and shall exclude any distributions made by the trustee of the Retirement Income Trust Fund to the Director 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 Joseph Yelencsics Grantor Trust pursuant to the provisions of the trust document.

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

SECTION III RETIREMENT BENEFIT

3.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director is employed with the Bank until reaching his Benefit Age and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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

Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be payable within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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 Director is employed with the Bank until reaching his Benefit Age, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 3.1(b) shall be controlling with respect to retirement benefits.

The balance of the Retirement Income Trust Fund, measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

SECTION IV PRE-RETIREMENT DEATH BENEFIT

4.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director dies while employed by the Bank, and (ii) the Director 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 Director's Retirement Income Trust Fund, measured as of the later of (i) the Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee

in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director'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 Director's Beneficiary for the Payout Period. Such benefit payments shall commence within thirty (30) days of the date the Administrator receives notice of the Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety
(90) days of the Director'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 Director dies while employed by the Bank, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 4.1(b) shall be controlling with respect to pre-retirement death benefits.

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

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director's death, or (ii) the date any final Phantom Contribution is recorded pursuant to

Subsection 2.1(c), shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.1 VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE OTHER THAN FOR CAUSE. In the event the Director's service with the Bank is voluntarily or involuntarily terminated prior to Benefit 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 Director's pre-retirement death, which shall be covered in Section IV, (iii) or termination for Cause, which shall be covered in Subsection 5.2, the Director (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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the date of the Director'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 Director's death. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director's death, shall be paid to the Director's Beneficiary within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.2 TERMINATION FOR CAUSE. If the Director 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 Director shall be entitled to receive a benefit in accordance with this Subsection 5.2.

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

SECTION VI OTHER BENEFITS

6.1 (a) DISABILITY BENEFIT. If the Director's service is terminated prior to Benefit Age due to a disability which meets the criteria set forth below, the Director 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 Director'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 Director 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 Director 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 Director shall be entitled to the following lump sum benefit(s). The lump sum benefit(s) to which the Director 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 Director's request for such benefit is approved by the Board of Directors. In the event the Director 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 Director's death.

(b) DISABILITY BENEFIT - SUPPLEMENTAL. Furthermore, if Board of Director approval is obtained within thirty
(30) days of the Director's death, the Bank shall make a direct, lump sum payment to the Director'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 Director's disability-related termination. Such lump sum payment, if approved by the Board of Directors, shall be payable to the Director's Beneficiary within thirty (30) days of such Board of Director approval.

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

SECTION VII BENEFICIARY DESIGNATION

The Director 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 SERVICE. In consideration of the agreements of the Bank contained herein and of the payments to be made by the Bank pursuant hereto, the Director hereby agrees that, for as long as he remains in the service of 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 Director has the prior express written consent of the Bank.

8.2 BREACH OF NON-COMPETITION CLAUSE.
(a) CONTINUED SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director continues service 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 Director (or his Beneficiary) shall be entitled to receive a benefit from the Retirement Income Trust Fund in accordance with Subpart (1) or (2) below, as applicable.

(1) DIRECTOR LIVES UNTIL BENEFIT AGE If, following such breach, the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If, following such breach, the Director 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 Director's death, shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

(b) TERMINATION OF SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director's service with the Bank is terminated due to such breach, such termination shall be deemed to be for Cause and the benefits payable to the Director shall be paid in accordance with Subsection 5.2 of this Agreement.

8.3 NON-COMPETITION FOLLOWING SERVICE.
(a) DIRECTOR AGREES NOT TO COMPETE The Director expressly agrees that, as consideration for the covenants of the Bank contained herein and as a condition to the performance by the Bank of its obligations hereunder, from and after any voluntary or involuntary termination of service, other than a termination of service related to a Change in Control, and continuing throughout the Payout Period or, with respect to Section 8.3 (c), for two years following termination of service, he will not without the prior written consent of the Bank, serve as an officer or director or employee of any bank holding company, bank, savings association or mortgage company with its principal office within the

bank's trading area, and which offers products or services in the bank's trading area competing with those offered by the Bank.

(b) BENEFITS PAID FROM ACCRUED BENEFIT ACCOUNT. Director understands and agrees that, following Director's voluntary or involuntary termination of service, the Bank's obligation, if any, to make payments to the Director from the Accrued Benefit Account shall be conditioned on the Director'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 Director has the prior written consent of the Bank. In the event of the Director's breach of the covenants and agreements contained herein, further payments to the Director from the Accrued Benefit Account, if any, shall cease and Director's rights to amounts credited to the Accrued Benefit Account shall be forfeited.

(c) BENEFITS PAID FROM RETIREMENT INCOME TRUST FUND. Director understands and agrees that Director's violation of these provisions following a voluntary or involuntary termination of service, other than a termination of service following a Change in Control, will cause irreparable harm to the Bank. In the event of Director's violation of this Section 8.3 within three (3) years of such voluntary or involuntary termination of service, Director agrees to pay or cause the Retirement Income Trust Fund to pay to the Bank, as liquidated damages an amount equal to 10% of the after-tax contributions, which the Bank has made on Director's behalf to the Retirement Income Trust Fund. Said liquidated damages payment shall be separate from, and in addition to, any amounts forfeited from the Accrued Benefit Account.

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

SECTION IX DIRECTOR'S RIGHT TO ASSETS

The rights of the Director, any Beneficiary, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, the Beneficiary, or any other person claiming through the Director, shall only have the right to receive from the Bank those payments or amounts so specified under this Agreement. The Director 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 Director 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 Director, 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 Director be deemed to have any lien, right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Director, then the Director shall assist the Bank by freely submitting to a physical examination and by supplying such additional information necessary to obtain such insurance or annuities.

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 Director (or to his Beneficiary in the
        case of the Director'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.

        If claimants continue to dispute the benefit denial based upon completed
        performance of this Plan and the Agreement or the meaning and effect of
        the terms and conditions thereof, then claimants may submit the dispute
        to mediation, administered by the American Arbitration Association

                                       29

        ("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 Director 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
        Director 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 Director 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 Director 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 Director shall keep the Bank informed of his
        current address and the current address of his Beneficiaries. The Bank
        shall not be obligated to search for the whereabouts of any person. If
        the location of the Director 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
        Director's benefit payment(s) until the location of the

                                       30

        Director is made known to the Bank; however, the Bank shall only be
        obligated to hold such benefit payment(s) for the Director until the
        expiration of thirty-six (36) months.

12.6    LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
        provisions of the Agreement, no individual acting as an employee or
        agent of the Bank, or as a member of the Board of Directors shall be
        personally liable to the Director 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 Director to participate in or be
        covered by any qualified or non-qualified pension, profit sharing,
        group, bonus or other supplemental compensation or fringe benefit
        agreement constituting a part of the Bank's existing or future
        compensation structure.

12.9    SUICIDE. Notwithstanding anything to the contrary in this Agreement, if
        the Director'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
        Director's date of death, shall be paid to the Beneficiary within thirty
        (30) days of the date the Administrator receives notice of the
        Director'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 Director, his
        successors, heirs, executors, administrators, and Beneficiaries.

                                       31

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 Director 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.

                                  SECTION XIII
                           AMENDMENT/PLAN TERMINATION

13.1    AMENDMENT OR PLAN TERMINATION. The Bank intends this Agreement to be
        permanent, and the Agreement may not be amended or terminated without
        the express written consent of the parties. Any amendment or termination
        of the Agreement shall be made pursuant to a resolution of the Board of
        Directors of the Bank and shall be effective as of the date of such
        resolution. No amendment or termination of the Agreement shall directly
        or indirectly deprive the Director of all or any portion of the
        Director'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 Director does not exercise any
        withdrawal rights pursuant to Subsection 2.2, and if at any time after
        the final Contribution immediately prior to Director's Benefits
        Eligibility Date or the date that triggers distribution is made to the
        Retirement Income Trust Fund the Director elects to terminate the
        Retirement Income Trust Fund and receive a

                                       32

        distribution of the assets of the Retirement Income Trust Fund, then
        upon such distribution this Agreement shall terminate.

13.2    DIRECTOR'S RIGHT TO PAYMENT FOLLOWING PLAN TERMINATION. In the event of
        a termination of the Agreement, the Director 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 Director's Retirement Income Trust Fund
        (and Accrued Benefit Account, if applicable) shall not be dependent upon
        his continuation of service with the Bank following the termination date
        of the Agreement. Payment of the balance(s) of the Director'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 Joseph Yelencsics 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 Joseph
        Yelencsics 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.

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

ATTEST: MAGYAR SAVINGS BANK:

/s/ Elizabeth E. Hance                  By:     /s/ Robert E. Pastor
-----------------------                         ------------------------

                                        Title:  President/CEO
                                                ------------------------

WITNESS:                                DIRECTOR:



/s/ Karen LeBlon                        /s/ Joseph Yelencsics
-----------------------                 --------------------------------

CONDITIONS, ASSUMPTIONS,
AND
SCHEDULE OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS
JOSEPH YELENCSICS

1. Interest Factor - for purposes of:

a. the Accrued Benefit Account - shall be six percent (6%) per annum, compounded monthly.

b. the Elective Contributions - shall be ten percent (10%) per annum, compounded monthly.

c. the Emeritus Contributions - shall be six percent (6%) per annum, compounded monthly.

d. 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 Joseph Yelencsics 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 Emeritus Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit 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 a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. The Emeritus Contributions are calculated to support a benefit based upon 55% of the Director's total board fees, committee fees and/or retainer in the twelve months prior to Director's Benefit Eligibility Date.

3. The amount of the annual Elective Contributions (or Phantom Contributions) to the Retirement Income Trust Fund (or Accrued Benefit Account) has been based on the annual interest-adjusted accounting accruals which would be required of the Bank through the earlier of the Director's death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended by FAS 106 and (ii) assuming a discount rate equal to ten percent (10%) per annum, in order to provide a portion of the unfunded, non-qualified Supplemental Retirement Income Benefit. Director has elected a monthly, pre-tax deferral of board fees, committee fess and/or retainer in the amount of $500 per month for 79 months.

4. Supplemental Retirement Income Benefit means an actuarially determined annual amount equal to Fifty-Eight Thousand Nine Hundred and Thirty-Two Dollars ($47,971) at age 65 if paid entirely from the Accrued Benefit Account or Thirty-Seven Thousand Seven Hundred and Sixteen Dollars ($30,701) at age 65 if paid from the Retirement Income Trust Fund.

Exhibit A

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).

5. Schedule of Annual Gross Contributions/Phantom Contributions

Plan Year     Elective Contributions      Emeritus Contributions      Total Contributions
---------     ----------------------      ----------------------      -------------------
2004                 $32,647                      $19,868                    $52,515
2005                   9,754                        7,760                     17,514
2006                   4,992                        8,642                     13,634
2007                   4,963                        9,603                     14,565
2008                   5,482                       10,649                     16,132
2009                   6,056                       11,788                     17,845
2010                   6,691                       13,028                     19,718
2011                   7,391                       14,375                     21,766
2012                   8,165                       15,839                     24,004
2013                   9,020                       17,428                     26,448
2014                   9,965                       19,154                     29,118
2015                  11,008                       21,026                     32,034
2016                  12,161                       23,056                     35,217
2017                  13,434                       25,256                     38,691
2018                  14,841                       27,641                     42,482
2019                  16,245                       23,818                     40,063

Exhibit A - Cont'd.

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR EDWARD STOKES

MAGYAR SAVINGS BANK
NEW BRUNSWICK, NEW JERSEY

FEBRUARY 1, 2004

FINANCIAL INSTITUTION CONSULTING CORPORATION
700 COLONIAL ROAD, SUITE 102
MEMPHIS, TENNESSEE 38117
WATS: 1-800-873-0089
FAX: (901) 684-7414
(901) 684-7400

DIRECTOR SUPPLEMENTAL RETIREMENT
INCOME AND DEFERRED COMPENSATION AGREEMENT
FOR EDWARD STOKES

This Director Supplemental Retirement Income and Deferred Compensation Agreement (the "Agreement"), effective as of the 1st day of February, 2004, formalizes the understanding by and between MAGYAR SAVINGS BANK (the "Bank"), a state chartered savings bank having its principal place of business in New Brunswick, New Jersey, and EDWARD STOKES (hereinafter referred to as "Director"). All prior non-qualified deferred compensation agreements, including any and all Joinder Agreements, with respect to Director and MAGYAR SAVINGS BANK, are hereby superceded and replaced by this Agreement

W I T N E S S E T H :

WHEREAS, the Director serves the Bank as a member of the board; and

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

WHEREAS, the Director 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 service and wishes to provide his beneficiary with benefits from and after death; and

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

WHEREAS, the Bank has adopted this Director Supplemental Retirement Income and Deferred Compensation Agreement which controls all issues relating to benefits as described herein and;

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

SECTION I DEFINITIONS

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

1.1 "Accrued Benefit Account" shall be REPRESENTED by the bookkeeping entries required to record the Director'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 Director 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 MAGYAR 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 Director's benefits are payable. If no Beneficiary is so designated, then the Director's Spouse, if living, will be deemed the Beneficiary. If the Director's Spouse is not living, then the Children of the Director will be deemed the Beneficiaries and will take on a per stirpes basis. If there are no Children, then the Estate of the Director will be deemed the Beneficiary.

1.6 "Benefit Age" means the later of: (i) the Director's sixty-fifth (65th) birthday or (ii) the actual date the Director's full-time service with the Bank terminates.

1.7 "Benefit Eligibility Date" means the date on which the Director 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 both the attainment of the Directors' Benefit Age and his actual retirement from the Board of Directors.

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

1.9 "Cause" means termination of the Director's service on the Board of Directors due to: (i) actions or inactions which constitute a breach of the bylaws of the Bank or (ii) the Director's 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 Plan, or gross negligence in matters of material importance to the Bank.

1.10 "Change in Control" of the Bank shall mean and include the following:
(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 of Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or
(2) a change in control of the Bank within the meaning of 12 C.F.R. 574.4; or
(3) a Change in Control at such time as
(i) any "person" (as the term is used in sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing Twenty Percent (20.0%) or more of the combined voting power of the Bank's outstanding securities ordinarily having the right to vote at the election of directors, except for (i) any stock of the Bank purchased by the Holding Company in connection with the conversion of the Bank to stock form, and (ii) any stock purchased by the Bank's Employee Stock Ownership Plan and/or trust; or
(ii) individuals who constitute the board of directors on the date hereof (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 Bank's stockholders was approved by the Bank'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 of the assets of the bank occurs; or
(iv) a proxy statement is issued soliciting proxies from the

                        members (or stockholders) of the Bank by someone other
                        than the current management of the Bank, seeking member
                        (or stockholder) approval of a plan of reorganization,
                        merger, or consolidation of the Bank with one or more
                        corporations as a result of which the outstanding shares
                        of the class of the Bank's securities are exchanged for
                        or converted into cash or property or securities not
                        issued by the Bank.

        For purposes of this Subsection 1.10, the term "stockholder(s)" and
        "members" shall be considered one and the same. For purposes of this
        Subsection 1.10, the term "Holding Company" shall mean the holding
        company (including any successor thereto) organized to acquire the
        capital stock of the Bank upon the Bank's conversion from mutual to
        stock form.

1.11    "Children" means all natural or adopted children of the Director 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 total contributions comprised of
        both the Elective Contributions and the Emeritus Contributions which the
        Bank is required to make to the Retirement Income Trust Fund on behalf
        of the Director in accordance with Subsection 2.1(a) and in the amounts
        set forth in Exhibit A of the Agreement. Such Contributions, for the
        first Plan Year, shall include any and all amounts accrued by the Bank
        to pay the benefits promised to the Director under any prior
        non-qualified deferred compensation agreements including any Joinder
        Agreements previously executed by the Bank and the Director.

                                       5

1.14    (a) "Disability Benefit" means the benefit payable to the Director
        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 Director's Beneficiary upon the Director's death in
        accordance with Subsection 6.1(b).

1.15    "Effective Date" of this Agreement shall be February 1, 2004.

1.16    "Elective Contribution" shall refer to the Director's voluntary monthly
        pre-tax deferral of board fees, committee fees and/or retainer plus
        interest compounded annually at a rate equal to the Interest Factor. The
        Director may elect to change his voluntary deferral amount by submitting
        to the Bank a Notice of Adjustment of Elective Contribution thirty (30)
        days prior to the end of any Plan Year.

1.17    "Emeritus Contribution" shall refer to the amounts necessary to support
        an annual amount payable to the Director at Benefit Age based upon a
        percentage, as stated in Appendix A, of the Director's total board fees,
        committee fees and/or retainer in the twelve months prior to the
        Director's Benefit Eligibility Date. The percentage shall be determined
        by the following formula: ten percent (10%) plus two and one-half
        percent (2 1/2%) for each year of service as a Director, with a minimum
        of fifty percent (50%), provided the Director has served for at least
        five (5) years, and a maximum of sixty percent (60%). Notwithstanding
        the foregoing, any Director who serves as Board Chairman for a five-year
        term (other than the current Chairman) shall be entitled to receive
        seventy-five percent (75%).

1.18    "Estate" means the estate of the Director.

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

1.20    "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

                                       6

        month following the occurrence of the event which triggers distribution
        and continuing for a period of one hundred eighty (180) months. Should
        the Director make a Timely Election to receive a lump sum benefit
        payment, the Director's Payout Period shall be deemed to be one (1)
        month.

1.21    "Phantom Contributions" means those annual Contributions which the Bank
        is no longer required to make on behalf of the Director to the
        Retirement Income Trust Fund. Rather, once the Director 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 Director's Accrued Benefit Account, pursuant to
        Subsection 2.1.

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

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

1.24    "Spouse" means the individual to whom the Director is legally married at
        the time of the Director's death, provided, however, that the term
        "Spouse" shall not refer to an individual to whom the Director is
        legally married at the time of death if the Director 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 Director 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 Director's Benefit
        Eligibility Date. In the case of benefits payable from the Retirement
        Income Trust Fund, such election may be made at any time.

                                   SECTION II
                                 BENEFIT FUNDING

2.1     (a) RETIREMENT INCOME TRUST FUND AND ACCRUED BENEFIT ACCOUNT. The
        Director shall establish the Edward Stokes Grantor Trust into which the
        Bank shall be required to make annual Contributions on the Director's
        behalf, pursuant to Exhibit A and this Section II of the Agreement. A
        trustee shall be selected by the Director. The trustee shall maintain an
        account, separate and distinct from the Director'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 Edward Stokes Grantor Trust may be made by the
        trustee to the Director, 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 Director 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
        Director 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 Edward Stokes Grantor
        Trust Agreement, the Edward Stokes Grantor Trust Agreement shall
        supersede this Agreement.

                                       8

        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 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 Director is
        employed by the Bank until attaining Benefit Age, on or immediately
        before attainment of such Benefit 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 Director 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 Director 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

                                       9

        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 Director's termination of
        service.

        (2) TERMINATION FOLLOWING A CHANGE IN CONTROL
        If the Director 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 Director's involuntary
        termination of service, or (ii) Director's voluntary termination of
        service after: (A) a material change in the Director's function, duties,
        or responsibilities, which change would cause the Director's position to
        become one of lesser responsibility, importance, or scope from the
        position the Director held at the time of the Change in Control, (B) a
        relocation of the Director's principal place of service 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 Director
        from those being provided at the time of the Change in Control, the
        Emeritus Contributions as set forth on Schedule A shall continue to be
        required of the Bank. The Bank shall be required to make an immediate
        lump sum Contribution to the Director's Retirement Income Trust Fund in
        an amount equal to: (i) the full Emeritus Contribution required for the
        Plan Year in which such termination occurs, if not yet made, plus (ii)
        the present value (computed using a discount rate equal to the Interest
        Factor) of all remaining Emeritus Contributions to the Retirement Income
        Trust Fund, and (iii) the present value (computed using the a discount
        rate equal to the Interest Factor) of the interest only component of the
        Elective Contribution; provided, however, that, if necessary, an
        additional amount shall be contributed to the Retirement Income Trust
        Fund which is sufficient to provide the Director with after-tax benefits
        (assuming a constant tax rate equal to the rate in effect as of the date
        of Director's termination) beginning at Benefit Age following such
        termination, equal in amount to that benefit which would have been
        payable to the Director 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 Director 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

                                       10

        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) VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE.
        If the Director does not exercise his withdrawal rights pursuant to
        Subsection 2.2, and the Director's service with the Bank is voluntarily
        or involuntarily terminated for any reason, including a termination due
        to disability of the Director but excluding termination for Cause, or
        termination following a Change in Control within thirty-six (36) months
        of such Change in Control, 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; provided, however, that, if necessary, an
        additional amount shall be contributed to the Retirement Income Trust
        Fund which is sufficient to provide the Director with after-tax benefits
        (assuming a constant tax rate equal to the rate in effect as of the date
        of Director's termination) beginning at the Director's Benefit Age
        following such termination, equal in amount to that benefit which would
        have been payable to the Director 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 SERVICE.
        If the Director does not exercise any withdrawal rights pursuant to
        Subsection 2.2, and dies while employed by the Bank, and if, following
        the Director's death, the assets of the Retirement Income Trust Fund are
        insufficient to provide the Supplemental Retirement Income Benefit to
        which the Director 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 Director'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 Director's
        death.

                                       11

        (c) WITHDRAWAL RIGHTS EXERCISED.
        (1) PHANTOM CONTRIBUTIONS MADE ANNUALLY.
        If the Director 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 Director'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 Director 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 Director's termination of service.

        (2) TERMINATION FOLLOWING A CHANGE IN CONTROL
        If the Director exercises his withdrawal rights pursuant to Subsection
        2.2, Phantom Contributions shall commence in the Plan Year following the
        Plan Year in which the Director 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 Director's service is either (i)
        involuntarily terminated, or (ii) voluntarily terminated by the Director
        after: (A) a material change in the Director's function, duties, or
        responsibilities, which change would cause the Director's position to
        become one of lesser responsibility, importance, or scope from the
        position the Director held at the time of the Change in Control, (B) a
        relocation of the Director's principal place of service 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 Director
        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 Director's
        termination of service equal to (i) the full Emeritus Contribution
        required for the Plan Year in which such termination occurs, if not yet
        made, plus (ii) the present value (computed using a discount rate equal
        to the Interest Factor) of all remaining Emeritus Contributions to the
        Retirement Income Trust Fund, and (iii) the present value (computed
        using the a discount rate equal to the Interest Factor) of the interest
        only component of the Elective Contribution. 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 equal in amount to that benefit which would
        have been payable to the Director if no

                                       12

        secular trust had been implemented and the benefit obligation had been
        accrued under APB Opinion No. 12, as amended by FAS 106. (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 Director from the Retirement Income Trust Fund pursuant to
        Subsection 2.2.)

        (3) TERMINATION FOR CAUSE
        If the Director is terminated for Cause pursuant to Subsection 5.2, the
        entire balance of the Director'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) VOLUNTARY AND INVOLUNTARY TERMINATION OF SERVICE.
        If the Director exercises his withdrawal rights pursuant to Subsection
        2.2, and the Director's service with the Bank is voluntarily or
        involuntarily terminated for any reason including termination due to
        disability of the Director, but excluding termination for Cause, or
        termination following a Change in Control, within thirty (30) days of
        such termination of service, no further Phantom Contributions shall be
        required of the Bank. Interest, at a rate equal to the Interest Factor,
        shall accrue on such Phantom Contributions until the Director's Benefit
        Eligibility Date.

        (5) DEATH DURING SERVICE.
        If the Director 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
        Director exercises his withdrawal rights and shall continue through the
        Plan Year in which the Director dies. The Bank shall also be required to
        record a final Phantom Contribution within thirty (30) days of the
        Director'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 Director'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

                                       13

        Account as well as the Retirement Income Trust Fund and shall also
        reflect the amount and timing of any withdrawal(s) made by the Director
        pursuant to Subsection 2.2.)

2.2     WITHDRAWALS FROM RETIREMENT INCOME TRUST FUND.
        Exercise of withdrawal rights by the Director pursuant to the Edward
        Stokes 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 Director is entitled under Article III of the Edward Stokes
        Grantor Trust agreement and shall exclude any distributions made by the
        trustee of the Retirement Income Trust Fund to the Director 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 Edward
        Stokes Grantor Trust pursuant to the provisions of the trust document.

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

SECTION III RETIREMENT BENEFIT

3.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director is employed with the Bank until reaching his Benefit Age and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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

Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be payable within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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 Director is employed with the Bank until reaching his Benefit Age, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 3.1(b) shall be controlling with respect to retirement benefits.

The balance of the Retirement Income Trust Fund, measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

SECTION IV PRE-RETIREMENT DEATH BENEFIT

4.1 (a) NORMAL FORM OF PAYMENT. If (i) the Director dies while employed by the Bank, and (ii) the Director 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 Director's Retirement Income Trust Fund, measured as of the later of (i) the Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee

in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director'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 Director's Beneficiary for the Payout Period. Such benefit payments shall commence within thirty (30) days of the date the Administrator receives notice of the Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety
(90) days of the Director'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 Director dies while employed by the Bank, and (ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 4.1(b) shall be controlling with respect to pre-retirement death benefits.

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

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the later of (i) the Director's death, or (ii) the date any final Phantom Contribution is recorded pursuant to

Subsection 2.1(c), shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.1 VOLUNTARY OR INVOLUNTARY TERMINATION OF SERVICE OTHER THAN FOR CAUSE. In the event the Director's service with the Bank is voluntarily or involuntarily terminated prior to Benefit 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 Director's pre-retirement death, which shall be covered in Section IV, (iii) or termination for Cause, which shall be covered in Subsection 5.2, the Director (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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director (or his Beneficiary) shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director 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 Director, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director 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 Director 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 Director'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 Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the Director'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 Director's Benefit Eligibility Date. In the event the Director 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 Director'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 Director'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 Director's Accrued Benefit Account. Payment in such lump sum form shall be made only if the Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director'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 Director'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 Director's Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director's death. Such lump sum payment shall be made within thirty (30) days of such notice.

The Director's Accrued Benefit Account (if applicable), measured as of the date of the Director'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 Director's death. The Director's Beneficiary may request to receive the unpaid balance of the Director'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 Director's Beneficiary (i) obtains Board of Director approval, and (ii) notifies the Administrator in writing of such election within ninety (90) days of the Director'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) DIRECTOR LIVES UNTIL BENEFIT AGE If (i) after such termination, the Director lives until attaining his Benefit Age, and (ii) the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

The balance of the Director's Accrued Benefit Account (if applicable), measured as of the Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If (i) after such termination, the Director dies prior to attaining his Benefit Age, and (ii) the Director 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 Director's death, shall be paid to the Director's Beneficiary within thirty (30) days of the date the Administrator receives notice of the Director's death.

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

5.2 TERMINATION FOR CAUSE. If the Director 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 Director shall be entitled to receive a benefit in accordance with this Subsection 5.2.

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

SECTION VI OTHER BENEFITS

6.1 (a) DISABILITY BENEFIT. If the Director's service is terminated prior to Benefit Age due to a disability which meets the criteria set forth below, the Director 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 Director'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 Director 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 Director 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 Director shall be entitled to the following lump sum benefit(s). The lump sum benefit(s) to which the Director 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 Director's request for such benefit is approved by the Board of Directors. In the event the Director 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 Director's death.

(b) DISABILITY BENEFIT - SUPPLEMENTAL. Furthermore, if Board of Director approval is obtained within thirty
(30) days of the Director's death, the Bank shall make a direct, lump sum payment to the Director'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 Director's disability-related termination. Such lump sum payment, if approved by the Board of Directors, shall be payable to the Director's Beneficiary within thirty (30) days of such Board of Director approval.

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

SECTION VII BENEFICIARY DESIGNATION

The Director 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 SERVICE. In consideration of the agreements of the Bank contained herein and of the payments to be made by the Bank pursuant hereto, the Director hereby agrees that, for as long as he remains in the service of 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 Director has the prior express written consent of the Bank.

8.2 BREACH OF NON-COMPETITION CLAUSE.
(a) CONTINUED SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director continues service 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 Director (or his Beneficiary) shall be entitled to receive a benefit from the Retirement Income Trust Fund in accordance with Subpart (1) or (2) below, as applicable.

(1) DIRECTOR LIVES UNTIL BENEFIT AGE If, following such breach, the Director 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 Director's Benefit Age, shall be paid to the Director in a lump sum on his Benefit Eligibility Date. In the event the Director 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 Director's death.

(2) DIRECTOR DIES PRIOR TO BENEFIT AGE If, following such breach, the Director 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 Director's death, shall be paid to the Director's Beneficiary in a lump sum within thirty (30) days of the date the Administrator receives notice of the Director's death.

(b) TERMINATION OF SERVICE FOLLOWING BREACH. In the event (i) any breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director's service with the Bank is terminated due to such breach, such termination shall be deemed to be for Cause and the benefits payable to the Director shall be paid in accordance with Subsection 5.2 of this Agreement.

8.3 NON-COMPETITION FOLLOWING SERVICE.
(a) DIRECTOR AGREES NOT TO COMPETE The Director expressly agrees that, as consideration for the covenants of the Bank contained herein and as a condition to the performance by the Bank of its obligations hereunder, from and after any voluntary or involuntary termination of service, other than a termination of service related to a Change in Control, and continuing throughout the Payout Period or, with respect to Section 8.3 (c), for two years following termination of service, he will not without the prior written consent of the Bank, serve as an officer or director or employee of any bank holding company, bank, savings association or mortgage company with its principal office within the

bank's trading area, and which offers products or services in the bank's trading area competing with those offered by the Bank.

(b) BENEFITS PAID FROM ACCRUED BENEFIT ACCOUNT. Director understands and agrees that, following Director's voluntary or involuntary termination of service, the Bank's obligation, if any, to make payments to the Director from the Accrued Benefit Account shall be conditioned on the Director'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 Director has the prior written consent of the Bank. In the event of the Director's breach of the covenants and agreements contained herein, further payments to the Director from the Accrued Benefit Account, if any, shall cease and Director's rights to amounts credited to the Accrued Benefit Account shall be forfeited.

(c) BENEFITS PAID FROM RETIREMENT INCOME TRUST FUND. Director understands and agrees that Director's violation of these provisions following a voluntary or involuntary termination of service, other than a termination of service following a Change in Control, will cause irreparable harm to the Bank. In the event of Director's violation of this Section 8.3 within three (3) years of such voluntary or involuntary termination of service, Director agrees to pay or cause the Retirement Income Trust Fund to pay to the Bank, as liquidated damages an amount equal to 10% of the after-tax contributions, which the Bank has made on Director's behalf to the Retirement Income Trust Fund. Said liquidated damages payment shall be separate from, and in addition to, any amounts forfeited from the Accrued Benefit Account.

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

SECTION IX DIRECTOR'S RIGHT TO ASSETS

The rights of the Director, any Beneficiary, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, the Beneficiary, or any other person claiming through the Director, shall only have the right to receive from the Bank those payments or amounts so specified under this Agreement. The Director 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 Director 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 Director, 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 Director be deemed to have any lien, right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Director, then the Director shall assist the Bank by freely submitting to a physical examination and by supplying such additional information necessary to obtain such insurance or annuities.

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 Director (or to his Beneficiary in the
        case of the Director'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.

        If claimants continue to dispute the benefit denial based upon completed
        performance of this Plan and the Agreement or the meaning and effect of
        the terms and conditions thereof, then claimants may submit the dispute
        to mediation, administered by the American Arbitration Association

("AAA") (or a mediator selected by the parties) in accordance with the AAA's Commercial Mediation Rules. If mediation is not successful in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.1    NO EFFECT ON EMPLOYMENT RIGHTS. Nothing contained herein will confer
        upon the Director 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
        Director 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 Director 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 Director 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 Director shall keep the Bank informed of his
        current address and the current address of his Beneficiaries. The Bank
        shall not be obligated to search for the whereabouts of any person. If
        the location of the Director 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
        Director's benefit payment(s) until the location of the

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        Director is made known to the Bank; however, the Bank shall only be
        obligated to hold such benefit payment(s) for the Director until the
        expiration of thirty-six (36) months.

12.6    LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
        provisions of the Agreement, no individual acting as an employee or
        agent of the Bank, or as a member of the Board of Directors shall be
        personally liable to the Director 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 Director to participate in or be
        covered by any qualified or non-qualified pension, profit sharing,
        group, bonus or other supplemental compensation or fringe benefit
        agreement constituting a part of the Bank's existing or future
        compensation structure.

12.9    SUICIDE. Notwithstanding anything to the contrary in this Agreement, if
        the Director'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
        Director's date of death, shall be paid to the Beneficiary within thirty
        (30) days of the date the Administrator receives notice of the
        Director'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 Director, his
        successors, heirs, executors, administrators, and Beneficiaries.

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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 Director 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.

                                  SECTION XIII
                           AMENDMENT/PLAN TERMINATION

13.1    AMENDMENT OR PLAN TERMINATION. The Bank intends this Agreement to be
        permanent, and the Agreement may not be amended or terminated without
        the express written consent of the parties. Any amendment or termination
        of the Agreement shall be made pursuant to a resolution of the Board of
        Directors of the Bank and shall be effective as of the date of such
        resolution. No amendment or termination of the Agreement shall directly
        or indirectly deprive the Director of all or any portion of the
        Director'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 Director does not exercise any
        withdrawal rights pursuant to Subsection 2.2, and if at any time after
        the final Contribution immediately prior to Director's Benefits
        Eligibility Date or the date that triggers distribution is made to the
        Retirement Income Trust Fund the Director elects to terminate the
        Retirement Income Trust Fund and receive a

                                       32

        distribution of the assets of the Retirement Income Trust Fund, then
        upon such distribution this Agreement shall terminate.

13.2    DIRECTOR'S RIGHT TO PAYMENT FOLLOWING PLAN TERMINATION. In the event of
        a termination of the Agreement, the Director 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 Director's Retirement Income Trust Fund
        (and Accrued Benefit Account, if applicable) shall not be dependent upon
        his continuation of service with the Bank following the termination date
        of the Agreement. Payment of the balance(s) of the Director'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 Edward Stokes 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 Edward
        Stokes 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.

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

ATTEST: MAGYAR SAVINGS BANK:

/s/ Elizabeth E. Hance                  By:     /s/ Robert E. Pastor
-----------------------                         ------------------------

                                        Title:  President/CEO
                                                ------------------------

WITNESS:                                DIRECTOR:



/s/ Sharon A. Barham                    /s/ Edward Stokes
-----------------------                 --------------------------------

CONDITIONS, ASSUMPTIONS,
AND
SCHEDULE OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS
EDWARD STOKES