BCB BANCORP INC (Form: 8-K, Received: 03/21/2023 17:12:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2023

BCB BANCORP, INC.

(Exact name of Registrant as Specified in its Charter)

New Jersey

0-50275

26-0065262

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

104-110 Avenue C

Bayonne, New Jersey

07002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (201) 823-0700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

BCBP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

On March 15, 2023, the Board of Directors of BCB Bank (the “Bank”), the wholly owned subsidiary of BCB Bancorp, Inc. (the “Registrant”), amended and restated the Bank’s Executive and Director Deferred Compensation Plan effective January 1, 2023 (the “2023 Deferred Plan”). The 2023 Deferred Plan was originally effective on October 1, 2005, and is designed to comply with the requirements of Section 409A of the Internal Revenue Code. Select executives and all members of the Board of Directors of the Bank are eligible to participate in the 2023 Deferred Plan. Pursuant to the 2023 Deferred Plan, a participant may elect to defer, on a pre-tax basis, receipt of all or any portion of salary, bonus or fees and retainers received for his or her employment or service on the Board of Directors and on committees of the Board of Directors, but only to the extent such amounts are attributable to services not yet performed. The Bank credits the deferred amounts to a bookkeeping account.

The Bank may, but is not required to, make matching or discretionary contributions on behalf of participants. Any such matching or discretionary contribution will vest after the participant completes three years of service with the Bank, except that participants will automatically become 100% vested in their matching or discretionary contributions upon our change in control. Notwithstanding the foregoing, if the participant engages in injurious conduct (as defined in the 2023 Deferred Plan), all matching or discretionary contributions (whether vested or not) shall be forfeited.

A participant may elect to allocate the deferred amounts into an investment account and select among various investment options upon which the rate of return of the deferred amounts will be based. The participants’ investment accounts are adjusted periodically to reflect the deemed gains and losses attributable to the deferred amounts.

Deferred amounts will be paid out on the participant’s benefit age as designated in his or her deferral election form or upon the participant’s death, disability or separation from service, if such date is earlier than his or her designated benefit age. Distributions may also be made earlier than the participant’s designated benefit age if the distribution is necessary to satisfy a financial hardship, as defined under Section 409A of the Internal Revenue Code. At the election of the participant, the distribution may be paid out in a lump sum or in equal annual installments over a period not to exceed ten years.

The 2023 Deferred Plan is a nonqualified deferred compensation plan. The Bank may establish a “rabbi trust” to which the Bank may deposit such deferrals and earnings, but the rights of all participants to any deferred amounts represent the Bank’s unsecured promise to pay and the deferred amounts remain subject to the claims of the Bank’s creditors.

The foregoing description is qualified in its entirety by reference to the 2023 Deferred Plan attached hereto as Exhibit 10.1 which is incorporated by reference into this Item 5.02.

Item 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On March 15, 2023, the Registrant’s Board of Directors adopted an amended and restated code of ethics. Its previous code of ethics was adopted and filed with the Securities and Exchange Commission on March 26, 2004 (the “Prior Code”). The new code of ethics is entitled Conflicts of Interest, Usurpation of Corporate Opportunity & Code of Conduct Policy (the ‘New Code”).

The New Code provides that individuals should not use their positions with, or the assets or influence of, the Bank for personal advantage or for the advantage of others; they should at all times act in the best interests of the Bank. The New Code sets forth a non-exclusive list of examples of transactions for which a conflict of interest may be present.

The New Code also states that any director, officer or employee who wishes to take personal advantage of an opportunity that might otherwise be advantageous for the Bank and is consistent with the Bank’s geographic market of business strategy, must first seek permission of the Board of Directors. It also sets forth certain ethical standards to be followed.

The New Code also sets forth certain prohibitions for conduct by the directors, officers and employees of the Bank to ensure compliance with applicable bank bribery laws.

The foregoing description is qualified in its entirety by reference to the New Code attached hereto as Exhibit 10.2 which is incorporated by reference into this Item 5.05.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

The following Exhibits are attached as part of this report.


Exhibit Number		Description

10.1		BCB Community Bank Executive and Director Deferred Compensation Plan

10.2		Conflicts of Interest, Usurpation of Corporate Opportunity & Code of Conduct Policy

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		BCB BANCORP, INC.

DATE: March 21, 2023	By:	/s/ Ryan Blake
		Ryan Blake
		Senior Vice President, Chief Operating Officer
		(Duly Authorized Representative)

Exhibit 10.1

BCB COMMUNITY BANK

EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN

1. Establishment of Plan. BCB Community Bank (the “Company”) adopted and established an unfunded deferred compensation plan for a select group of key management or highly compensated employees and directors of the Company and its Affiliates known as the BCB Community Bank Executive and Director Deferred Compensation Plan (the “Plan”) originally effective October 1, 2005. The Plan is hereby amended and restated in its entirety as set forth herein effective January 1, 2023 (the “Effective Date”). BCB Bancorp, Inc. is a party to this Plan for the sole purposes of guaranteeing the Company’s performance hereunder.

2. Purpose of Plan. The purpose of the Plan is to provide a select group of management or highly compensated employees and directors (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) of the Company and its Affiliates who contribute significantly to the future business success of the Company with supplemental retirement income benefits through the deferral of Base Salary and Bonus Compensation and through additional discretionary Company contributions.

3. Definitions.

“Acceleration Events” is defined in Section 11.1 hereof.

“Account” means a hypothetical bookkeeping account established in the name of each Participant and maintained by the Company to reflect the Participant’s interests under the Plan and includes any or all of the following: (a) an Elective Deferral Account; (b) a Matching Contribution Account; and (c) a Discretionary Contribution Account.

“Affiliate” means any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code and any other entity designated by the Committee as an “Affiliate” for purposes of the Plan.

“Base Salary” means the annual rate of base pay paid by the Company or an Affiliate to or for the benefit of the Participant for services rendered.

“Beneficiary” means any person or entity, designated in accordance with Section 15.7, entitled to receive benefits which are payable upon or after a Participant’s death pursuant to the terms of the Plan.

“Board” means the Board of Directors of the Company, as constituted from time to time.

“Board Fees” shall mean the annual and periodic fees paid to the Participant for services rendered on the Board or any Board committee of the Company or the Bank.

“Bonus Compensation” means any cash compensation earned by a Participant for services rendered by a Participant under any bonus or cash incentive plan maintained by the Company or an Affiliate.

“Change in Control” means the occurrence of any of the following:

(a) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

(b) one person (or more than one person acting as a group) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing 30% or more of the total voting power;

(c) a majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

(d) one person (or more than one person acting as a group) acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition(s).

Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code.

“Claimant” has the meaning set forth in Section 17.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued thereunder.

“Committee” means the Compensation Committee of the Board or, if no such committee exists, the Board.

“Common Stock” means the common stock of BCB Bancorp, Inc., no par value per share.

“Company” means BCB Community Bank, a New Jersey commercial bank, or any successor thereto.

“Deferral Election” means an election by a Participant to defer Base Salary and/or Bonus Compensation or Board Fees. Deferral Elections shall remain in effect for subsequent Plan Years unless a new Deferral Election is timely filed with the Committee.

“Determination Date” means the last Valuation Date of the month preceding the payment date.

“Director” means a member of the Board or a member of the board of directors of an Affiliate.

“Disabled or Disability” means that a Participant is: (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or its Affiliates; or (c) determined to be totally disabled by the Social Security Administration.

“Discretionary Contribution” means the amount the Company contributes to the Plan on behalf of a Participant, pursuant to Section 6.2.

“Discretionary Contribution Account” means a separate account maintained for each Participant to record the Discretionary Contributions made to the Plan pursuant to Section 6.2, plus all earnings and losses allocable thereto.

“Distribution Date” means a date specified by a Participant in their Election Notice for the payment of all or a portion of such Participant’s Account.

“Effective Date” means January 1, 2023.

“Election Notice” means the notice or notices established from time to time by the Committee for making Deferral Elections under the Plan. The Election Notice includes the amount or percentage of Base Salary and/or Bonus Compensation or Board Fees to be deferred (subject to any minimum or maximum amounts set forth herein); the Distribution Date(s); the form of payment (lump sum or installments); and the selected Investment Options. Each Election Notice shall become irrevocable as of the last day of the Election Period.

“Election Period” means the period established by the Committee with respect to each Plan Year during which Deferral Elections for such Plan Year must be made in accordance with the requirements of Section 409A of the Code, as follows:

(a) General Rule. Except as provided in (b) and (c) below, the Election Period shall end no later than the last day of the Plan Year immediately preceding the Plan Year to which the Deferral Election relates.

(b) Performance-Based Compensation. If any Bonus Compensation constitutes “performance-based compensation” within the meaning of Treas. Reg. Section 1.409A-1(e), then the Election Period for such amounts shall end no later than six months before the end of the Plan Year during which the Bonus Compensation is earned (and in no event later than the date on which the amount of the Bonus Compensation becomes readily ascertainable).

(c) Newly Eligible Individuals. The Election Period for newly Eligible Individuals shall end no later than thirty (30) days after the Employee or Director first becomes eligible to participate in the Plan and shall apply only with respect to compensation earned after the date of the Deferral Election.

“Elective Deferrals” means Base Salary deferrals and Bonus Compensation deferrals and Board Fee deferrals.

“Elective Deferral Account” means a separate account maintained for each Participant to record the Elective Deferrals made to the Plan pursuant to Section 5 and all earnings and losses allocable thereto.

“Eligible Individual” means an Employee or Director who is selected by the Committee to participate in the Plan. Participation in the Plan is limited to a select group of the Company’s key management or highly compensated employees.

“Employee” means an employee of the Company.

“Entry Date” means, with respect to an Eligible Individual, the first day of the pay period commencing on or following the effective date of such Eligible Individual’s participation in the Plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Fair Market Value” on any date shall mean the closing price of a share of Common Stock on such date as reported in the principal consolidated transaction reporting system on which the Common Stock is principally traded.

“FICA Amount” has the meaning set forth in Section 11.1(c).

“Investment Option” means an investment fund, index or vehicle selected by the Committee and made available to Participants for the deemed investment of their Accounts, including, but not limited to the Stock Unit Investment Account.

“Matching Contribution” means the amount the Company contributes to the Plan on behalf of any Participant pursuant to Section 6.1.

“Matching Contribution Account” means a separate account maintained for each Participant to record the Matching Contributions made to the Plan pursuant to Section 6.1, plus all earnings and losses allocable thereto.

“Participant” means an Eligible Individual who elects to participate in the Plan by filing an Election Notice in accordance with Section 5.1 and any former Eligible Individual who continues to be entitled to a benefit under the Plan.

“Payment Event” has the meaning set forth in Section 9.1.

“Plan” means this BCB Community Bank Executive and Director Deferred Compensation Plan, as amended from time to time.

“Plan Year” means the twelve consecutive month period which begins on January 1 and ends on the following December 31.

“Separation from Service” has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h) including the default presumptions thereunder.

“Specified Employee” has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code and Treas. Reg. Section 1.409A-1(i).

“Specified Employee Payment Date” has the meaning set forth in Section 9.5.

“State, Local and Foreign Tax Amount” has the meaning set forth in Section 11.1(f).

“Stock Unit Investment Account” means that portion of the Account governed by Section 7.3(b) hereof.

“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent; (b) a loss of the Participant’s property due to casualty; or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

“Valuation Date” means each business day of the Plan Year.

“Year of Service” means each twelve (12) consecutive month period of a Participant’s continuous employment or service with the Company or an Affiliate.

4. Eligibility; Participation.

4.1. Requirements for Participation. Before the beginning of each Plan Year, the Committee shall select those Employees and Directors who shall be Eligible Individuals for such Plan Year. Any Eligible Individual may participate in the Plan commencing as of the Entry Date occurring on or after the date on which he or she becomes an Eligible Individual.

4.2. Election to Participate; Benefits of Participation. An Eligible Individual may become a Participant in the Plan by making a Deferral Election in accordance with Section 5. An Eligible Individual who elects to participate in the Plan by making a Deferral Election is eligible to receive Matching Contributions and Discretionary Contributions in accordance with Section 6.

4.3. Cessation of Participation. If a Participant ceases to be an Eligible Individual for a Plan Year, then the Participant’s Deferral Elections shall no longer be effective and the Participant shall not receive any further Matching Contributions or Discretionary Contributions. However, such Participant’s Account shall continue to be credited with earnings and losses until the applicable Determination Date.

5. Election Procedures.

5.1. Deferral Election. An Eligible Individual may elect to defer Base Salary and/or Bonus Compensation by completing an Election Notice and filing it with the Committee during the Election Period. The Election Notice must specify:

(a) The amount or percentage of Base Salary and/or Bonus Compensation or Board Fees to be deferred (subject to any minimum and maximum amounts set forth herein);

(b) The Distribution Date for the Participant’s Account (subject to the provisions of the Plan);

(d) The percentage or amount of the Participant’s Account to be allocated to each Investment Option available under the Plan, including, if applicable, an irrevocable election to have amounts allocated to the Stock Unit Investment Account.

5.2. Base Salary Deferrals. A Participant may elect to defer receipt of up to 85% of the Participant’s Base Salary for any Plan Year by making a Deferral Election in accordance with this Section 5. Base Salary deferrals shall be credited to a Participant’s Elective Deferral Account as of the date the Base Salary otherwise would have been paid.

5.3. Bonus Compensation Deferrals. A Participant may elect to defer receipt of up to 85% of the Participant’s Bonus Compensation for any Plan Year by making a Deferral Election in accordance with this Section 5. Bonus Deferrals shall be credited to the Participant’s Elective Deferral Account as of the date the deferred Bonus Compensation otherwise would have been paid.

6. Company Contributions.

6.1. Matching Contributions. Each Plan Year the Company may, but need not, make a Matching Contribution to the Plan on behalf of any Participant. The Matching Contribution may be expressed as a percentage of the Participant’s Base Salary deferral or Bonus Compensation deferral or Board fee deferral, as determined by the Company in its sole discretion. Any Matching Contribution shall be credited to the Participant’s Matching Contribution Account as soon as practicable following the last day of the Plan Year to which the Matching Contribution relates and in no event later than the March 15 immediately following the Plan Year. The Company is under no obligation to make a Matching Contribution for a Plan Year. Matching Contributions need not be uniform among Participants.

6.2. Discretionary Contributions. Each Plan Year the Company may, but need not, make a Discretionary Contribution to the Plan on behalf of a Participant in such amount as the Company shall determine in its sole discretion. Any Discretionary Contribution shall be credited to the Participant’s Discretionary Contribution Account as soon as practicable following the last day of the Plan Year to which the Discretionary Contribution relates and no later than the March 15 immediately following the Plan Year. The Company is under no obligation to make a Discretionary Contribution for a Plan Year. Discretionary Contributions need not be uniform among Participants.

7. Accounts and Investment Options.

7.1. Establishment of Accounts. The Company shall establish and maintain an Account for each Participant. The Company may establish more than one Account on behalf of any Participant as deemed necessary by the Committee for administrative purposes.

7.2. Investment Options. The Committee shall select the Investment Options to be made available to Participants for the deemed investment of their Accounts under the Plan, which may (but is not required to) include the Stock Unit Investment Account. The Committee may change, discontinue, or add to the Investment Options made available under the Plan at any time in its sole discretion. A Participant must select the Investment Options for their Account in the Participant’s Election Notice and may make changes to their selections in accordance with procedures established by the Committee, provided, however, that an election to have amounts allocated to the Stock Unit Investment Account is irrevocable.

7.3. Investment Earnings.

(a) Other than with respect to amounts allocated to the Stock Unit Investment Account, each Account shall be adjusted for earnings or losses based on the performance of the Investment Options selected. Earnings and losses shall be computed on each Valuation Date. The amount paid to a Participant on the payment date shall be determined as of the applicable Determination Date.

(b) For amounts credited to the Stock Unit Investment Account, such amounts shall be deemed invested in a number of notional shares of Common Stock (the “Units”) equal to the quotient of (A) such amounts divided by (B) the Fair Market Value on either the date the amounts then being allocated to the Stock Unit Investment Account would otherwise have been paid or such other date, not later than ninety (90) days thereafter, as may be specified for deemed investment by the Company (this provision permitting the Company to establish a quarterly investment date, for convenient and economical administration of the Plan). Fractional Units shall be credited, but shall be rounded to the nearest hundredth percentile, with amounts equal to or greater than .005 rounded up and amounts less than .005 rounded down. Whenever a dividend other than a dividend payable in the form of shares is declared with respect to the shares, the number of Units in the Participant’s Stock Unit Investment Account shall be increased by the number of Units determined by dividing (A) the product of (I) the number of Units in the Participant’s Stock Unit Investment Account on the related dividend record date and (II) the amount of any cash dividend declared by BCB Bancorp, Inc. on a share of Common Stock (or, in the case of any dividend distributable in property other than Common Stock, the per share value of such dividend, as determined by the Company for purposes of income tax reporting) by (B) the Fair Market Value on the related dividend payment date. In the case of any dividend declared on Common Stock which is payable in shares of Common Stock, the Participant’s Stock Unit Investment Account shall be increased by the number of Units equal to the product of (A) the number of Units credited to the Participant’s Stock Unit Investment Account on the related dividend record date and (B) the number of shares (including any fraction thereof) distributable as a dividend on a share. In the event of any change in the number or kind of outstanding shares of Common Stock by reason of any recapitalization, reorganization, merger, consolidation, stock split or any similar change affecting such shares, other than a dividend of cash, stock or property as provided above, the Committee shall make an appropriate adjustment in the number of Units credited to the Participant’s Stock Unit Investment Account.

7.4. Nature of Accounts. Accounts are not actually invested in the Investment Options available under the Plan and Participants do not have any real or beneficial ownership in any Investment Option. A Participant’s Account is solely a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan and shall not constitute or be treated as a trust fund of any kind.

7.5. Statements. Each Participant shall be provided with statements setting out the amounts in their Account which shall be delivered at such intervals determined by the Committee.

8. Vesting.

8.1. Vesting of Base Salary Deferrals and Bonus Compensation Deferrals. Participants shall be fully vested at all times in their Base Salary deferrals and Bonus Compensation deferrals and any earnings thereon.

8.2. Vesting of Matching Contributions and Discretionary Contributions. Participants shall be vested in their Matching Contributions and their Discretionary Contributions and any earnings thereon in accordance with the following schedule:


Years of Service		Vested Percentage
Less than 1 year		0%
1 year but less than 2 years		33 1/3%
2 years but less than 3 years		66 2/3%
3 years or more		100%

Notwithstanding the vesting schedule set out above, the Committee may, in its discretion, establish a different vesting schedule that will apply to Matching Contributions and Discretionary Contributions made to the Plan on behalf of any Participant for any Plan Year.

8.3. Vesting of Accounts Upon a Change in Control. Notwithstanding any other provision of the Plan, in the event of a Change in Control, all Accounts shall immediately become 100% vested.

8.4. Termination for Willful, Deliberate or Gross Misconduct. In the event that the Company causes a Participant to Separate from Service by reason of (i) willful, deliberate, or gross misconduct as determined by the Board or a duly constituted committee thereof; or (ii) if following the Participant’s Separation from Service and, within a period of three years thereafter, the Participant engages in any business or enters into any employment which the Board or a duly constituted committee thereof determines to be either directly or indirectly competitive with the business of the Company or substantially injurious to the Company’s financial interest (the occurrence of an event described in (i) or (ii) shall be referred to as “Injurious Conduct”), all amounts attributable to the Matching Contribution Account or Discretionary Contribution Account shall be forfeited. Further, the Board or a duly constituted committee thereof, in its

discretion, may require the Participant who has engaged in Injurious Conduct to return any amounts attributable to the Matching Contribution Account or Discretionary Contribution Account previously received by the Participant, provided the right to require repayment under this Section 8.4 must be exercised within ninety (90) days after the Board (or committee, as the case may be) first learns of the Injurious Conduct, but in no event later than twenty-four (24) months after the Participant’s Separation from Service. A Participant may request the Board or a duly constituted committee thereof, in writing, to determine whether any proposed business or employment activity would constitute Injurious Conduct. Such a request shall fully describe the proposed activity and the Board’s (or the committee’s, as the case may be) determination shall be limited to the specific activity so described.

9. Payment of Participant Accounts.

9.1. In General. Payment of a Participant’s vested Account shall be made (or commence, in the case of installments) on the earliest to occur of the following events (each a “Payment Event”):

(a) The Distribution Date specified in the Participant’s Deferral Election; provided that, the Participant must select from among the available Distribution Date(s) designated by the Committee and set forth in the Election Notice;

(b) The Participant’s Separation from Service;

(d) The Participant’s Disability; and

(e) The occurrence of a Change in Control.

9.2. Timing of Valuation. The value of a Participant’s Account on the payment date shall be determined as of the applicable Determination Date.

9.3. Forfeiture of Unvested Account Balances. Unless otherwise determined by the Committee, and subject to Section 8.3, a Participant’s unvested Account balance shall be forfeited upon the occurrence of a Payment Event.

9.4. Timing of Payments. Except as otherwise provided in this Section 9, payments shall be made or commence within 90 days following a Payment Event.

9.5. Timing of Payments to Specified Employees. Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee as of the date of their Separation from Service, then no distribution of such Participant’s Account shall be made upon the Participant’s Separation from Service until the first payroll date of the seventh month following

the Participant’s Separation from Service (or, if earlier, upon the date of the Participant’s death) (the “Specified Employee Payment Date”). Any payments to which a Specified Employee otherwise would have been entitled under the Plan during the period between the Participant’s Separation from Service and the Specified Employee Payment date shall be accumulated and paid in a lump sum payment on the Specified Employee Payment Date.

9.6. Form of Payment. Each Participant shall specify in their Election Notice the form of payment (lump sum or installments) for amounts in their Account that are covered by the election; provided that, if the Participant elects to have amounts paid in installments, the Participant must select from among the permissible installment schedules selected by the Committee and set forth in the Election Notice. In the absence of a valid election with respect to form of payment, amounts will be paid in a single lump sum.

9.7. Medium of Payment.

(a) Any payment from a Participant’s Account other than with respect to amounts credited to the Stock Unit Investment Account shall be made in cash.

(b) Any payment from a Participant’s Account with respect to amounts credited to the Stock Unit Investment Account shall be made in shares of Common Stock.

10. Payments Due to Unforeseeable Emergency.

10.1. Request for Payment. If a Participant suffers an Unforeseeable Emergency, they may submit a written request to the Committee for payment of their vested Account.

10.2. No Payment If Other Relief Available. The Committee will evaluate the Participant’s request for payment due to an Unforeseeable Emergency taking into account the Participant’s circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant to this Section 10 to the extent that the Participant’s hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise; or (b) by liquidation of the Participant’s assets, to the extent that liquidation of the Participant’s assets would not itself cause severe financial hardship; or (c) by the cessation of deferrals under the Plan.

10.3. Limitation on Payment Amount. The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy the Participant’s financial need, including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the payment, as determined by the Committee.

10.4. Timing of Payment. Payments shall be made from a Participant’s Account as soon as practicable and in any event within 30 days following the Committee’s determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant’s Account.

10.5. Cessation of Deferrals. If a Participant receives payment on account of an Unforeseeable Emergency, the Participant may make no more Elective Deferrals for the remainder of the Plan Year.

11. Acceleration Events.

11.1. Permissible Acceleration Events. Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate payment of all or a portion of a Participant’s vested Account upon the occurrence of any of the events (“Acceleration Events”) set forth in this Section 11. The Committee’s determination of whether payment may be accelerated in accordance with this Section 11 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4).

(a) Domestic Relations Orders. The Committee may accelerate payment of a Participant’s vested Account to the extent necessary to comply with a domestic relations order (as defined in Section 414(p)(1)(B) of the Code).

(b) Limited Cashouts. The Committee may accelerate payment of a Participant’s vested Account to the extent that (i) the aggregate amount in the Participant’s Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant’s entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Committee’s decision to cash out the Participant’s Account is evidenced in writing no later than the date of payment.

(c) Payment of Employment Taxes. The Committee may accelerate payment of all or a portion of a Participant’s vested Account (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the “FICA Amount”), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment under this Section 11.1(c) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.

(d) Payment Upon Income Inclusion. The Committee may accelerate payment of all or a portion of a Participant’s vested Account to the extent that the Plan fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code.

(e) Termination of the Plan. The Committee may accelerate payment of all or a portion of a Participant’s vested Account upon termination of the Plan in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).

(f) Payment of State, Local or Foreign Taxes. The Committee may accelerate payment of all or a portion of a Participant’s vested Account for:

(i) the payment of state, local or foreign tax obligations arising from participation in the Plan that relate to an amount deferred under the Plan before the amount is paid or made available to the Participant (the “State, Local and Foreign Tax Amount”); provided, however, the accelerated payment amount shall not exceed the taxes due as a result of participation in the Plan, and/or

(ii) the payment of income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and the payment of the additional income tax at source on wages imposed under Section 3401 of the Code attributable to the additional Section 3401 wages and taxes; provided however, the accelerated payment amount shall not exceed the aggregate of the State, Local and Foreign Tax Amount and the income tax withholding related to such amount.

(g) Certain Offsets. The Committee may accelerate payment of all or a portion of the Participant’s vested Account to satisfy a debt of the Participant to the Company or an Affiliate incurred in the ordinary course of the service relationship between the Company and the Participant; provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

(h) Bona Fide Disputes as to Right to Payment. The Committee may accelerate payment of all or a portion of a Participant’s vested Account where the payment is part of a settlement between the Company or an Affiliate and the Participant of an arm’s length, bona fide dispute as to the Participant’s right to the deferred amount.

(i) Ethics or Conflicts of Interest. The Committee may accelerate payment of all or a portion of a Participant’s vested Account to comply with bona fide foreign ethics or conflicts of interest law.

(j) Federal Debt Collection Laws. The Committee may accelerate payment of all of a portion of a Participant’s vested Account to comply with federal debt collection laws.

12. Payments to Beneficiaries. Notwithstanding any other provision of the Plan, the Committee may accelerate the payment of all or a portion of a Participant’s vested Account in connection with the death, Disability or Unforeseeable Emergency of a Beneficiary who has become entitled to payment of a Participant’s Account under the Plan pursuant to Section 16.7 hereof. Payments made pursuant to this Section 12shall be subject to the same terms and conditions as payments made to Participants pursuant to Section 9 hereof.

13. Plan Administration.

13.1. Administration by Committee. The Plan shall be administered by the Committee which shall have the authority to:

(a) construe and interpret the Plan and apply its provisions;

(b) promulgate, amend and rescind rules and regulations relating to the administration of the Plan;

(c) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(d) determine minimum or maximum amounts that Participants may elect to defer under the Plan;

(e) select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options;

(f) determine whether any Matching Contributions will be made to the Plan with respect to any Plan Year and the amount of any such contributions;

(g) determine whether any Discretionary Contributions will be made to the Plan on behalf of any Participants with respect to any Plan Year and the amount of any such contributions;

(h) select, subject to the limitations set forth in the Plan, those Employees or Directors who shall be Eligible Individuals;

(i) evaluate whether a Participant who has requested payment from their Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant’s emergency need;

(j) calculate deemed investment earnings and losses;

(k) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Notice or agreement relating to the Plan; and

(l) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

13.2. Non-Uniform Treatment. The Committee’s determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to: (a) the terms or conditions of any Elective Deferral; (b) the amount, terms or conditions of any Matching Contribution or Discretionary Contribution; or (c) the availability of Investment Options.

13.3. Committee Decisions Final. Subject to Section 17, all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.

13.4. Indemnification. No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from their own willful malfeasance, gross negligence or reckless disregard of their duties.

14. Amendment and Termination.

14.1. The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant’s rights with respect to amounts credited to or accrued in their Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A of the Code have been met.

15. Miscellaneous.

15.1. No Employment or Other Service Rights. Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate the Participant’s employment or service at any time with or without notice and with or without cause.

15.2. Tax Withholding. The Company and its Affiliates shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes required to be withheld.

15.3. Governing Law. The Plan shall be administered, construed and governed in all respects under and by the laws of the State of New Jersey, without reference to the principles of conflicts of law (except and to the extent preempted by applicable Federal law).

15.4. Section 409A of the Code. The Company intends that the Plan comply with the requirements of Section 409A of the Code and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plan complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code.

This Plan shall constitute an “account balance plan” as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Section 409A of the Code, all amounts deferred under this Plan shall be aggregated with amounts deferred under other account balance plans.

15.5. General Assets/Rabbi Trust. All amounts provided under the Plan shall be paid from the general assets of the Company and no separate fund shall be established to secure payment. Notwithstanding the foregoing, the Company may, but need not, establish a rabbi trust to assist it in funding any Plan obligations. The Plan is intended to be “unfunded” for purposes of ERISA and shall not be construed as providing income to Participants prior to the date that amounts deferred under the Plan are paid.

15.6. No Warranties. Neither the Company nor the Committee warrants or represents that the value of any Participant’s Account will increase. Each Participant assumes the risk in connection with the deemed investment of their Account.

15.7. Beneficiary Designation. Each Participant under the Plan may from time to time name any Beneficiary or Beneficiaries to receive the Participant’s interest in the Plan in the event of the Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. If a Participant fails to designate a Beneficiary, then the Participant’s designated Beneficiary shall be deemed to be the Participant’s estate.

15.8. No Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation of beneficiaries pursuant to Section 15.7).

15.9. Expenses. The costs of administering the Plan shall be paid by the Company.

15.10. Severability. If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.

15.11. Headings and Subheadings. Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction of the provisions hereof.

16. Claims Procedures (For Claims For Benefits Other Than Disability-Related Benefits).

16.1. Filing a Claim. Any Participant or other person claiming an interest in the Plan (the “Claimant”) may file a claim in writing with the Committee. The Committee shall review the claim itself or appoint an individual or entity to review the claim.

16.2. Claim Decision. The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to an additional ninety (90) days to process the claim. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial ninety (90) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision.

16.3. Notice of Denial. If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a) The specific reason(s) for the denial;

(b) Specific reference to the pertinent Plan provisions on which such denial is based;

(c) A description of any additional material or information necessary for the Claimant to perfect their claim and an explanation of why such material or information is necessary;

(d) A description of the Plan’s appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and

(e) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

16.4. Appeal Procedures. A request for appeal of a denied claim must be made in writing to the Committee within sixty (60) days after receiving notice of denial. The decision on appeal will be made within sixty (60) days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Committee. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

16.5. Notice of Decision on Appeal. If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a) The specific reason(s) for the denial;

(b) Specific references to the pertinent Plan provisions on which such denial is based;

(d) A description of the Plan’s voluntary procedures and deadlines, if any;

(e) A statement of the Claimant’s right to sue under Section 502(a) of ERISA; and

(f) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

16.6. Claims Procedures Mandatory. The internal claims procedures set forth in this Section 17 are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Section 17, the denial of the Claim shall become final and binding on all persons for all purposes.

17. Claims Procedures for Disability-Related Benefits.

17.1. Filing a Claim. Any Claimant may file a claim in writing with the Committee for disability-related benefits. The Committee shall review the claim itself or appoint an individual or entity to review the claim.

17.2. Claim Decision. The Claimant shall be notified within forty-five (45) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to two additional thirty (30) day periods to make a decision. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial forty-five (45) day period. Any notice of extension shall describe the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision.

17.3. Notice of Denial. If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a) The specific reason(s) for the denial;

(b) Specific reference to the pertinent Plan provisions on which such denial is based;

(c) A description of any additional material or information necessary for the Claimant to perfect their claim and an explanation of why such material or information is necessary;

(d) A discussion of the decision that includes the basis for disagreeing with or not following:

(i) the views presented by health care professionals treating the Claimant and vocational professionals who evaluated the Claimant;

(ii) the views of medical or vocational experts whose advice was obtained on the Plan’s behalf, regardless of whether the advice was relied on in making the benefit denial; and

(iii) a disability determination made by the Social Security Administration (SSA), if presented to the Plan.

(e) If the decision was based on medical necessity or experimental treatment (or a similar exclusion or limit), either:

(i) an explanation of the scientific or clinical judgment for the denial, applying the plan terms to the Claimant’s medical circumstances; or

(ii) a statement that this explanation will be provided free of charge upon request.

(f) Either the specific internal rules, guidelines, protocols, standards, or other similar criteria of the Plan relied on in making the denial, or notice that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist.

(g) Notice that the Claimant are entitled to receive (on request and free of charge) reasonable access to and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits.

(h) A description of the Plan’s appeal procedures and deadlines applicable to these procedures, including a statement of the Claimant’s right to sue under ERISA Section 502(a) following a denial on appeal.

Claimants are guaranteed the right to present evidence and testimony regarding their claim during the review process.

17.4. Filing an Appeal. A request for appeal of a denied claim must be made in writing to the Committee within 180 days after receiving notice of denial. The decision on appeal will be made within forty-five (45) days after the Committee’s receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case the Committee may have an additional forty-five (45) day period to make a decision. A notice of such an extension must be provided to the Claimant within the initial forty-five (45) day period and must explain the special circumstances and provide an expected date of decision.

On appeal, the review will consider all submitted information, regardless of whether the information was submitted or consulted in the initial decision. The review will not provide deference to the initial decision. The appeal will be conducted by an appropriate named fiduciary, who is not the person who made the initial decision or the subordinate of that person.

For claims involving medical judgment, including decisions about whether a treatment or drug is experimental, investigational, or not medically necessary, the Plan’s named fiduciary will consult with a health care professional who:

(a) Has appropriate training and experience in the area of medicine involved.

(b) Was not consulted during the initial denial.

The Plan will identify the medical or other experts who were consulted when making the benefit determination, regardless of whether the expert’s advice was relied on in making the determination.

Before a benefit denial is issued on appeal, the Claimant will be provided (free of charge) with any new or additional evidence considered, relied on, or generated by the Plan, insurer, or other person making the benefit determination (or at the direction of the Plan, insurer, or other person) regarding the claim. The Claimant will be provided any new or additional evidence as soon as possible and sufficiently in advance of the date the appeal denial notice is due, so that the Claimant has a reasonable opportunity to respond.

Before a benefit denial is issued on appeal, if the denial is issued based on a new or additional rationale, the Claimant will be provided, free of charge, with the rationale. The Claimant will be provided with the rationale as soon as possible and sufficiently in advance of the date on which the appeal denial notice is due, so that the Claimant has a reasonable opportunity to respond.

17.5. Notice of Decision on Appeal. If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a) The specific reason or reasons why the appeal is denied.

(b) A reference to the specific Plan provisions on which the denial is based.

(i) the views presented by health care professionals treating the Claimant and vocational professionals who evaluated the Claimant;

(ii) the views of medical or vocational experts whose advice was obtained on the Plan’s behalf in connection with the Claimant’s benefit denial, regardless of whether the advice was relied on in making the benefit denial; and

(iii) a disability determination made by the SSA regarding the Claimant, if presented to the Plan.

(d) If the decision was based on medical necessity or experimental treatment (or a similar exclusion or limit), either:

(i) an explanation of the scientific or clinical judgment for the denial, applying the plan terms to the claimant’s medical circumstances; or

(ii) a statement that this explanation will be provided free of charge upon request.

(e) Either the specific internal rules, guidelines, protocols, standards, or other similar criteria of the plan relied on in making the denial, or notice that such rules, guidelines, protocols, standards, or other similar criteria of the plan do not exist.

(f) A statement of the Claimant’s right to sue under ERISA Section 502(a), including a description of any contractual limitations period relevant to the right to sue, with the calendar date on which the contractual limitations period expires for the claim.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, BCB Community Bank and BCB Bancorp, Inc. have caused this Plan to be executed as of the Effective Date written above.


BCB COMMUNITY BANK

By:		/s/ Thomas M. Coughlin

Name:		Thomas M. Coughlin

Title:		President and CEO

BCB BANCORP, INC.

By:		/s/ Thomas M. Coughlin

Name:		Thomas M. Coughlin

Title:		President and CEO

Exhibit 10.2

LOGO

CONFLICTS OF INTEREST, USURPATION OF CORPORATE OPPORTUNITY &

CODE OF CONDUCT POLICY

Introduction

BCB Bank and BCB Bancorp, Inc. (collectively, the “Bank”) is judged by the collective and individual performance of its directors, officers and employees. We must recognize that our first duty to our depositors and clients is to act in all matters in a manner that merits public trust and confidence. Basic to this obligation is the requirement that every director, officer and employee comply with all applicable laws and regulations. Each director, officer, employee and other “affiliated person” of the Bank as defined below has a fundamental duty to avoid placing himself or herself in a position which creates, or which leads to or could lead to, a conflict of interest. For this reason, this policy is being published as a guideline for all directors, officers and employees of the Bank. While this policy is not all-inclusive, the policies set forth herein must be followed in conjunction with good judgment and basic principles of sound banking. The fact that a conflict is not specifically limited or prohibited by this policy should not be viewed as tacit approval thereof. When any law or regulation seems unclear or ambiguous, directors, officers and employees are urged to consult with the executive management of the Bank to seek assistance in determining lawful and ethical procedures. This policy applies to all directors, officers, employees and other affiliated persons of the Bank. Any director, officer or employee of the Bank who intentionally violates this Policy will be subject to sanctions and enforcement activities.

Definitions

As used in this Policy, the following terms have the following definitions: Affiliated person. The term “affiliated person” means the following:

1.	A director, officer, or controlling person of the Bank as defined herein;

2.	A spouse of a director, officer or controlling person of the Bank;

3.	A New Jersey civil union partner or domestic partner of a director, officer or controlling person of the Bank; and

4.	A member of the immediate family of a director, officer, or controlling person of the Bank, who has the same home as such person.

Controlling person: The term “controlling person of the Bank” means the following: Any person or entity which, either directly or indirectly, or acting in concert with one or more other persons or entities, owns, controls, or holds with power to vote, or holds proxies representing, 10 percent or more of the voting shares of the Bank; or controls in any manner the election or appointment of a majority of the directors of the Bank. However, a director of the Bank will not be deemed to be a controlling person of the Bank based upon his or her voting, or acting in concert with other directors in voting, proxies:

1.	obtained in connection with an annual solicitation of proxies, or

obtained from savings deposit holders and borrowers if such proxies are voted as directed by a majority vote of the entire Board of Directors of the Bank, or of a committee of such directors if such committee’s composition and authority are controlled by a majority vote of the entire Board of Directors and if its authority is revocable by such a majority.

Immediate family: The term “immediate family” of any natural person means the following (whether by the full or half blood or by adoption):

1.	Such person’s spouse, father, mother, children, brothers, sisters and grandchildren.

2.	The father, mother, brothers and sisters of such person’s spouse; and

3.	The spouse of a child, brother, or sister of such person.

Conflict of Interest

Policy: The term “conflict of interest” describes any circumstances that could cast doubt on the ability of the directors, officers, and employees to act objectively with regard to the interest of the Bank. The essence of this policy concerning conflicts of interest is that individuals should not use their positions with, or the assets or influence of, the Bank for personal advantage or for the advantage of others; they should at all times act in the best interests of the Bank. Directors, officers and employees should not perform any service of a directive or managerial nature for any competitor nor should they represent the Bank in any transaction in which they or a close relative have a financial interest. All Bank employees are expected to comply with both the letter and spirit of all laws, regulations and Bank policies relating to conflict of interest.

Directors, officers, and employees of the Bank have a duty to be free from the influence of any conflicting interests when they represent the Bank in any business dealings, or make any recommendations, which may influence an action of the Bank.

It is impractical to try to foresee or define with precision every situation, which might be considered a conflict of interest relationship. Generally, a conflict of interest exists when an obligation or a situation resulting from a director, officer, or employee’s personal activities or financial affairs could possibly adversely influence his or her judgment in the performing of his or her related duties to the Bank. A conflict of interest can arise when a director, officer, employee or member of his or her immediate family of his or her employer has a financial or other interest in a client, borrower, supplier, or other person or Bank that does business with the Bank. There may well be cases in which an apparent conflict of interest is more theoretical than real, but is important to resolve such doubtful cases promptly. A director, officer, or employee who has any concern about his or her position in a particular case should make a timely disclosure of the facts in consultation with the responsible supervisory personnel of the Bank or the Chairman of the Board and/or Chief Executive Officer and/or President of the Bank. Any transaction in which a conflict of interest arises must be approved in advance by a resolution duly adopted, with full disclosure, by the Board of Directors of the Bank with no director having an interest in the transaction voting.

Activities and Conflicts of Interest Affecting the Bank: The following are examples of transactions for which a conflict of interest may be present. This list is not all-inclusive.

Limitations on Preferential Terms for Loans. No employee or affiliated person of the Bank shall, directly or indirectly, receive a loan from the Bank or sell a loan to the Bank, on preferential terms and conditions. All loans by the Bank to employees and affiliated persons shall be made in the ordinary course of business, which do not exceed the loan amount, which would be available to members of the general public of similar credit status applying for loans. Subject to the foregoing conditions, any loan to an employee or affiliated person shall be limited to the following types:

Loans secured by the principal residence of the affiliated person or employee;

Loans secured by the savings accounts maintained by the affiliated person or employee at the Bank;

Loans for constructing, adding to, improving, altering, repairing, equipping, or furnishing the principal residence of the affiliated person or employee, loans in the form of overdraft protection for NOW accounts, loans for payment of educational expenses, consumer loans, and extensions of credit in connection with credit cards to affiliated persons or employees; and

Other loans to Executive Officers, which do not exceed an aggregate of $100,000.

It is the Bank’s policy not to issue loans to any director, executive officer, or insider. This includes both commercial loans as well as residential and consumer loans. Certain loans made prior to the implementation of this policy have been grandfathered-in. Employees who are not directors, executive officers, or insiders are exempt from this policy.

2.	Securities of Affiliates. The Bank may not invest, either directly or indirectly, in the stock, bonds, notes, or other securities of any affiliated person or entity.

3.	Repurchase Agreements. The Bank may not directly or indirectly purchase securities under a repurchase agreement from any affiliated person or entity.

4.	Loan Transactions with Third Persons. The Bank may not, directly or indirectly:

Make any loan to, or purchase (other than through a secondary market) a loan made to any third party on the security of real property purchased from any affiliated person or employee of the Bank, unless the property was a single family dwelling owned and occupied by the affiliated person or employee as his or her personal residence;

Make a loan to, or purchase a loan made to, any third party secured by real property with respect to which any affiliated person or employee of the Bank holds a security interest;

Accept the stock, bonds, notes, or other securities of any affiliated person/entity or employee of the Bank as security for a loan to any third party made or purchased by the Bank;

Maintain a compensating balance with respect to a loan made by any affiliated person/entity or employee of the Bank; or

Enter into any guarantee arrangement or make any take-out commitment with respect to a loan made by any third party to any affiliated person or employee of the Bank.

Notwithstanding paragraph (a) through (e), transactions of the type that would be permissible under the standards described in 12 C.F.R. 250.250 (Applicability of section 23A of the Federal Reserve Act to a member State bank’s purchase of, or participation in, a loan originated by a mortgage banking affiliate) shall not be prohibited.

5.	Outside Activities. No officer or employee shall have an outside interest or activity which will (i) materially encroach on the time or attention which should be devoted to his or her corporate duties; (ii) adversely affect the quality of work performed; (iii) compete with the Bank’s activities;

(iv) involve any, significant use of the Bank’s employees, equipment, supplies or facilities; (v) infer sponsorship or support by the Bank of the outside activity, interest or organization; or (vi) adversely affect the good name or reputation of the Bank.

Real Estate Activities. The Bank shall not, directly or indirectly, purchase or lease from, jointly own with, sell or lease to, any affiliated person or employee of the Bank any interest in real or personal property unless the transaction is determined by the applicable regulatory body to be fair to, and in the best interests of, the Bank as determined by the Board of Directors. Transactions permitted this paragraph shall— (i) Receive prior written approval of the applicable regulatory body indicating that the terms of such transactions are fair to, and in the best interest of, the Bank; (ii) Be supported by an independent appraisal not prepared by an affiliated person or employee of the Bank; and (iii) Be approved in advance by a resolution duly adopted with full disclosure by at least a majority (with no director having an interest in the transaction voting) of the entire Board of Directors of the Bank (or alternatively by a majority of the total votes eligible to be cast by the voting members of the Bank at a meeting called for such purpose, with no votes cast by proxies not solicited for such purpose). Full disclosure must include the affiliated person’s source of financing for the real property involved whether the Bank has a deposit relationship with any financial institution or holding Bank affiliate thereof providing the financing.

Fiduciary Appointments. No director*, officer or employee shall act as agent or attorney-in-fact (including signer or cosigner) on a client’s account, unless the client is a member of his or her immediate family, without the prior consent of the Board of Directors as described above with exception of a nonprofit religious, civic, community, or educational organization and the director, officer or employee is a non-compensated volunteer and the relationship is one of community service. *In the case of an independent member of the Board of Directors, it is acceptable to accept fiduciary appointments if it is a legitimate function of the director’s outside line of business.

No Self Dealings. No director, officer or employee shall handle his or her personal or business matters (or those for his or her family) as a representative of the Bank. The Bank must be represented by an unrelated officer who is a superior (rather than a subordinate) to the officer or employee involved in the transaction.

Outside Directorships, Partnerships, Sole Proprietorships. Prior approval of the Board of Directors is required before an officer or employee accepts a position as a director or officer of a corporation. The only exceptions to this requirement are services as a director or officer of: (i) an affiliate of the Bank; (ii) purely social, civic, religious, or philanthropic institutions. No director or lending officer shall make or approve loans to companies in which he or she has an interest as a director, officer, employee, controlling person or partner or in which a member of his or her immediate family has such an interest.

10.

Confidential Information Obtained. Confidential information pertaining to the Bank or its clients, suppliers and employees is to be used solely for corporate purposes and may not be utilized for personal gain by any director, officer or employee. In no case shall confidential information be transmitted to persons outside of the Bank who do not have a legitimate need to know such information.

11.

Church, Charitable, Educational, Fraternal or Other Civic Affairs. Directors, officers and employees are encouraged to take part in religious, charitable, educational, fraternal, or other civic activities as long as such activities do not adversely affect one’s ability to perform one’s corporate duties. However, no officer or employee of the Bank shall act as treasurer or investment advisor for political subdivisions or school districts, without prior consent of the Board of Directors as described above.

12.

Borrowing from Clients. Officers or employees shall not borrow from clients, brokers, or suppliers of the Bank other than recognized lending institutions. The term “borrow” does not include a purchase from a client or supplier resulting in an extension of credit in the normal course of business, such as a department store. Under no circumstances shall an officer or employee lend his or her personal funds to a client or supplier of the Bank.

13.	Giving Advice to Clients.

Legal Advice. In many cases, discussions with clients may lead to a request that the director, officer, or employee makes statements, which may relate to the legality of a proposed transaction or matter. Therefore, extreme care must be exercised in discussions with clients to avoid saying anything that might be interpreted as legal advice.

Tax and Investment Advice. No director, officer or employee shall provide a client advice on matters concerning tax action or in the preparation of tax returns, or in investment decisions, except as may be necessary or appropriate in the performance of a fiduciary duty or as otherwise required in the ordinary course of his or her duties.

Recommending Other Firms to Clients. Directors, officers and employees are not to recommend attorneys, accountants, real estate agents, and the like to clients unless in every case several names are given without indicating favoritism.

The guidance and limitations presented in this Section 13 (Giving Advice to Clients) is not intended to limit or restrict a Director engaging in his or her professional occupation, trade or business (such as an accountant, lawyer or investment advisor) which may involve providing such services, advice or third-party referrals to members of the general public, provided that such Director discloses to such clients or stockholders of the Bank or the Bank that such information is being provided solely based upon the client’s or stockholder’s relationship with the Director in the Director’s professional capacity and not as a Director of the Bank or the Bank, and that such disclosure is understood and acknowledged by the client or stockholder. If such client or stockholder is unable to understand or acknowledge that such advice is not being presented by the Director as a representative of the Bank or the Bank, then the Director should refrain from providing such advice.

14.	Political Activity and Use of Corporate Funds.

The Bank encourages directors, officers and employees to take an active interest in political and governmental affairs, to make contributions of time and funds to political candidates directly and to keep themselves well informed concerning political issues and candidates. However, in all cases of participation in such activities, a director, officer and employee must act as an individual and not as a representative of the Bank.

Although recent decisions have liberalized some of the restraints on Banks and corporations supporting political action committees (“PACs”), it remains absolutely illegal to use corporate funds for the purpose of making contributions to political candidates for federal/public office. Use of corporate funds or assets for political purposes is subject to criminal laws of the Federal Government. Management of the Bank considers any use of corporate funds or assets as a breach of a director’s, officer’s, or employee’s responsibilities to the Bank and such effort will be grounds for immediate dismissal.

In addition, management construes the law so that the use of corporate funds or assets for political contributions shall include time spent by an employee during normal working hours (if he or she continues to be paid during such time), the use of Bank equipment, office space, or clerical help, as well as cash contributions. Very careful control must be maintained by each director, officer and employee to ensure that there are no such uses of corporate funds or materials.

Payment of money or other item of value, whether direct or indirect, to any government official, Bank financial personnel, contractor, salesman, purchasing agent or other business connection designed to influence such person’s judgment, decisions or actions in connection with any corporate or banking activity is absolutely prohibited. Management will regard any effort either to give or to receive any such payment as grounds for immediate dismissal. Such action may also give rise to criminal prosecution under applicable law.

15.	Joint Ventures. The Bank will not enter into any joint venture activities without first obtaining competitive bids from potential joint venture partners.

16.	Business with Borrowers. The Bank will not conduct business with any borrowers of the Bank without first obtaining competitive bids from unrelated parties.

17.	Loan Procurement Fees. No affiliated person or employee of the Bank may receive, either directly or indirectly, from the Bank or any other source, any fee or any other compensation of any kind in connection with the procurement of any loan from the Bank.

18.

Transactions with Affiliated Persons — List. The Compliance Officer (under Regulation O) shall maintain a list of known affiliated persons of the Bank, and shall review on at least an annual basis the status of all existing transactions with affiliated persons and all new transactions with affiliated persons. The Board of Directors shall identify any members of the Board of Directors that have potential for conflicts of interest due to outside employment or business affiliations, and each member of the Board of Directors is urged to assist the Board of Directors in identifying potential conflicts of interest by regularly reviewing circumstances that may give rise to such potential conflicts of interest.

Usurpations of Corporate Opportunity

The Board of Directors will periodically review the Bank’s business and the investment powers afforded by Federal and State law, and it will define the types of transactions in specified geographic areas, which will be considered as potential opportunities for the Bank. Any director, officer or employee who wishes to take personal advantage of an opportunity that might otherwise be advantageous for the Bank and is consistent with the Bank’s geographic market of business strategy, must first seek permission of the Board of Directors. If the Board determines that a potential opportunity exists for the Bank, the Bank will not direct, refer or permit persons covered by this Policy to take advantage of that business opportunity for their own personal profit, unless and until the Board of Directors of the Bank has rejected the opportunity as a matter of sound business judgment, with any interested director(s) not voting. In acting on such a matter, the Board of Directors shall receive a full and fair presentation of the facts and shall take into consideration such factors as the Bank’s financial resources, the risks entailed, and the projected profitability of the opportunity.

Ethical Practices

Introduction:

1.	It is the policy of the Bank to adhere to the highest moral and ethical standards in conducting its business. This includes compliance with all laws and regulations relating to its operations and respect for the confidentiality of information.

All confidential business information relating to the Bank is to be used solely for the purposes of the Bank and is not to be provided to unauthorized persons or used for the purpose of furthering a private interest or making a personal profit. All material non-public information concerning the securities, financial condition, earnings or activities of the Bank is to remain confidential until fully and properly disseminated to the public. Examples of areas of particular sensitivity are current interim earnings figures or trends and new products and services. It is equally important that confidentiality of client’s records be maintained. Inappropriate use of such information is damaging not only to the client but to the Bank as well.

Bank Bribery Statute: Consistent with the Bank bribery statute, directors, officers and employees of the Bank are prohibited from:

1.	Soliciting for themselves or for a third party (other than the Bank) anything of value from anyone in return for any business, service, or confidential information of the Bank.

2.	Accepting anything of value (other than authorized compensation) from any person or Bank in connection with the business of the Bank, except for the following:

Gifts, gratuities, amenities, or favors based on obvious family or personal relationships (such as those between parents, children or spouse) where the circumstances make it clear that it is those relationships rather than the business of the Bank that are the motivating factors;

Meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion the purpose of which is to hold bona fide business discussions regarding the Bank.

Loans from other financial institutions on customary terms to finance proper and usual activities of the Bank’s directors, officers and employees, such as home mortgage loans, and automobile loans, except where prohibited by law.

Advertising or promotional material of nominal value, such as pens, pencils, note pads, key chains, calendars, and similar items.

Discounts or rebates on merchandise or services that do not exceed those available to other clients.

Gifts of modest value that are related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, Christmas, etc.

Civic, charitable, educational, or religious organizational awards for recognition of service and accomplishments.

Any exception to the above must be made in writing on the basis of a full written disclosure of all relevant facts and be consistent with the Bank bribery statute. Disclosure of any offers of something of value beyond what is authorized in this policy must also be made by each director, officer and employee. Such disclosure must be submitted in writing to the Bank’s Corporate Secretary for review and approval.

Notice of Sanctions

Notice: Directors, officers and employees of the Bank shall hereby be put on notice that violations of Bank policies concerning conflicts of interest and usurpations of corporate opportunity jeopardize the good standing and financial health of the Bank and that such violations will be regarded by the Board with utmost concern. Directors who are found to have violated these polices and/or applicable statutes or regulations shall be required (i) to return to the Bank any benefits received and/or (ii) to resign from the Board or whatever other sanctions the Board deems appropriate. Officers who are found to have violated these regulations (i) may be required to return to the Bank any benefits received and (ii) shall be subject to dismissal or whatever other sanctions the Board deems appropriate. A copy of this Policy shall be given to all directors, officers and employees at the time of this initial appointment to the position.

Disclosure of Conflicts: Directors, officers and employees shall be encouraged to bring any known or potential conflicts or usurpations to the attention of the Board of Directors, or if appropriate, to the Internal Auditor.

Matters Not Covered by this Statement: The Board recognizes that it is impossible to define every practice that could constitute a violation of Bank policy. The omission of a specific reference to an act or omission that violates Bank policy shall not be regarded as approval of such act or omission.