SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Definitions

1

Payments to Executive

6

Death of the Executive

8

Disability Benefits

8

Termination not for Cause or for Good Reason

8

Re-employment

9

Claims Procedure

9

Provision for Incapacity

12

Violation of Agreement

12

Nonassignable Rights

12

Independence of Agreement

12

General Obligation of the Company

13

Establishment of Trust

13

Governing Law

14

Notice

14

Board Authority; Indemnification

14

(a)

“ Actuarial Equivalent ” means a benefit of equivalent value using the applicable interest rate under Section 417(e)(3) of the Code, as determined for the month of November of the preceding year and the applicable mortality table under Section 417(e)(3) of the Code.

(b)

“ Annual Annuity Equivalent ” shall be equal to the annual benefit payable from a single life annuity on the Executive’s life from a provider of annuity products holding at least an AA rating from Moody’s, Standard & Poor’s, or an equivalent rating service. For purposes of this section, the amount available to invest in said

annuity shall be the balance attributable to the Company’s matching contributions in the Executive’s account in the SBERA Defined Contribution Plan.

(c)

“ Board ” means the Board of Director of the Holding Company [or the Board of Directors of the Bank, as applicable].

(d)

“ Cause ” means the termination of employment of the Executive because of his:

In determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. The

determination of whether the Executive’s employment terminated for Cause shall be made by the Board in its reasonable judgment, notice of such determination having been provided to the Executive setting forth in reasonable detail the nature of such Cause.

(e)

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

(f)

“ Disability ” has the meaning set forth in Code Section 409A(a)(2)(C) and the final Treasury Regulations or subsequent guidance issued thereunder.

(g)

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

(h)

“ Final Average Compensation ” means the average of the Executive’s annual base salary and annual bonuses payable pursuant to the Company’s Performance Incentive Plan (prior to any salary reduction contributions to any Section 401(k), 125 or 132 plan) for the three (3) calendar years during the Executive’s employment with the Company for which the Executive’s combined annual base salary and bonus were the highest.

(i)

“ Good Reason ” means the following:

described in Executive’s employment agreement (provided, however, that a reduction in duties and responsibilities consented to in writing by Executive in connection with succession planning or the Company, shall not be deemed a Good Reason);

(iii)

a liquidation or dissolution of the Holding Company or the Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive;

(iv)

a material reduction in Executive’s base salary or benefits (other than a reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law));

(v)

a relocation of Executive’s principal place of employment by more than twenty-five (25) miles from its location as of the date of this Agreement; or

(vi)

a material breach of this Agreement by the Company.

The determination of whether the Executive’s employment terminated for Good Reason shall be made by the Executive in accordance with the requirements of Executive’s employment agreement, notice of such determination having been provided to the Board setting forth in reasonable detail the nature of such Good Reason.

(j)

“ Normal Form ” means a lump sum payment which is the actuarial equivalent of an annuity payable monthly for twenty (20) years certain beginning at the Normal Retirement Date.

(k)

“ Normal Retirement Date ” means the first day of the month coinciding with or next following the date on which the Executive attains age sixty-five (65).

(l)

“ SBERA Defined Benefit Plan ” means the Savings Bank Employees Retirement Association Pension Plan as adopted by the Bank. The SBERA Defined Benefit Plan was terminated, effective October 31, 2005, and all benefits payable to the Executive under the SBERA Defined Benefit Plan were distributed.

(m)

“Separation from Service” means means the Executive’s retirement or other termination of employment with the Company within the meaning of Code Section 409A. No Separation from Service shall be deemed to occur due to military leave, sick leave or other bona fide leave of absence if the period of such leave does not exceed six months or, if longer, so long as the Executive’s right to reemployment is provided by law or contract. If the leave exceeds six months and the Executive’s right to reemployment is not provided by law or by contract, then the Executive shall have a Separation from Service on the first date immediately following such six-month period.

Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Company and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would

permanently decrease to an amount less than 50% of the average level of bona fide services performed over the immediately preceding 36 months. The determination of whether an Executive has had a Separation from Service shall be made by applying the presumptions set forth in the Treasury Regulations under Code Section 409A.

(n)

“Specified Employee” means a “key employee” of a publicly traded company, within the meaning of Code Section 409A and the Treasury regulations issued thereunder.

(o)

“ SBERA Defined Contribution Plan ” means the Savings Bank Employees Retirement Association 401(k) Plan as adopted by Legacy Banks.

(p)

“ Vested Accrued Benefit ” means the amount to which the Executive would be entitled under subsection 2(b) commencing at the Normal Retirement Date.

(a)

If the Executive remains continuously employed by the Company from the date of his employment until his termination of employment on or after he attains age fifty-eight (58), the Company will pay the Vested Accrued Benefit to the Ex