RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT FOR ELIZABETH HANCE

This Restated Executive Supplemental Retirement Income Agreement for Elizabeth Hance (the "Agreement"), effective as of the 1st day of January, 2006, amends and restates the Executive Supplemental Retirement Income Agreement for Elizabeth Hance dated February 1, 1996, and formalizes the understanding by and between MAGYAR BANK (the "Bank"), a state chartered stock savings bank, and ELIZABETH HANCE, hereinafter referred to as "Executive".

WHEREAS , the Executive is employed by the Bank; and

WHEREAS , the Bank recognizes the valuable services heretofore performed by the Executive and wishes to encourage continued employment; and

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

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

WHEREAS , Section 409A of the Internal Revenue Code of 1986 (the "Code"), as amended, requires that certain deferred compensation arrangements comply with its terms or subject the recipient of the compensation to potential taxes and penalties; and

WHEREAS , the Bank desires that the Agreement comply with Code Section 409A and any Treasury Regulations promulgated thereunder; and

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

WHEREAS , the Board of Directors of the Bank has conditionally approved the Agreement, subject to the approval of the New Jersey Department of Banking and Insurance.

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

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

For this section “persons acting as a group” is defined as follows; Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

Change in the ownership occurs on the date that any one person, or more than one person acting as a group (as defined above), acquires ownership of stock of the Bank or Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market

value or total voting power of the stock of such corporation. However, if any one person or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation or to cause a change in the effective control of the corporation.

A change in the effective control of the Bank or Company occurs on the date that either —

(1) Any one person, or more than one person acting as a group (as defined above), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 20 percent or more of the total voting power of the stock of the Company (except that if an individual Director’s agreement is subject to Code Section 409A, then the required percentage of acquired ownership of stock under this Subsection 1.10 (b)(1) shall be 35 percent or more); or

(2) a majority of members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors prior to the date of the appointment or election.

Change in the ownership of a substantial portion of the Bank or Company’s assets occurs on the date that any one person, or more than one person acting as a group (as defined above), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Bank or Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Bank or Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(b) "Disability Benefit-Supplemental" (if applicable) means the benefit payable to the Executive = s Beneficiary upon the Executive = s death in accordance with Subsection 6.1(b).

(or his Beneficiary, as applicable) will receive his full benefits hereunder over a period of 180 months following his Separation from Service.

The Executive shall not be treated as having a Separation from Service if the Executive provides more than insignificant services for the Bank following the Executive’s actual or purported termination of employment with the Bank. Services shall be treated as not being insignificant if such services are performed at an annual rate that is at least equal to 20% of the services rendered by the Executive for the Bank, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such shorter period of employment) and the annual base compensation for such services is at least equal to 20% of the average base compensation earned during the final

three full calendar years of employment (or if employed less than three years, such shorter period of employment).

Where the Executive continues to provide services to a previous employer in a capacity other than as an employee, a Separation from Service will not be deemed to have occurred if the Executive is providing services at an annual rate that is 50% or more of the services rendered, on average, during the immediate preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual base compensation for such services is 50% or more of the annual base compensation earned during the final three full calendar years of employment (or if less, such lesser period).

herein, the Executive shall only be permitted to make subsequent changes to the time or form of distributions under Section 3.1, 4.1 or 5.1 by meeting each of the following requirements:

(i)   no election may take effect until at least 12 months after the date on which the election is made;

(ii)   other than with respect to distributions made on account of death or disability, the first payment with respect to which such election is made shall be deferred for a period of at least five years from the date such payment would otherwise have been made; and

The annual Contributions (or Phantom Contributions) required to be made by the Bank to the Retirement Income Trust Fund (or recorded by the Bank in the Accrued Benefit Account) have been actuarially determined and are set forth in Exhibit A which is attached hereto and incorporated herein by reference. Contributions shall be made by the Bank to the Retirement Income Trust Fund (i) within thirty (30) days of establishment of such trust, and (ii) within the first five (5) days of the beginning of each subsequent Plan Year, unless this Section expressly provides otherwise. Phantom Contributions, if any, shall be recorded in the Accrued Benefit Account within the first five (5) days of the beginning of each applicable Plan Year, unless this Section expressly provides otherwise. Phantom Contributions shall accrue interest at a rate equal to the Interest Factor, up to and throughout the Payout Period, until the balance of the Accrued Benefit Account has been fully distributed. Interest on any Phantom Contribution shall not commence until one (1) calendar year following the date such Phantom Contribution is initially recorded in the Executive = s Accrued Benefit Account.

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

(b) Withdrawal Rights Not Exercised.  

(1) Contributions Made Annually

If the Executive does not exercise any withdrawal rights pursuant to Subsection 2.2, the annual Contributions to the Retirement Income Trust Fund included on Exhibit A shall continue each year, unless this Subsection 2.1(b) specifically states otherwise, until the earlier of (i) the last Plan Year that Contributions are required pursuant to Exhibit A, or (ii) the Plan Year of the Executive's termination of employment.

(2) Termination Following a Change in Control

If the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2 and a Change in Control occurs at the Bank, followed within sixty (60) months by either (i) the Executive's involuntary termination of employment, or (ii) Executive's voluntary termination of employment after: (A) a material change in the Executive's function, duties, or responsibilities, which change would cause the Executive's position to become one of lesser responsibility, importance, or scope from the position the Executive held at the time of the Change in Control, (B) a relocation of the Executive's principal place of employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Executive from those being provided at the time of the Change in Control, the Contribution set forth below shall be required of the Bank in addition to all previous annual Contributions. The Bank shall be required to make a final Contribution to the Retirement Income Trust Fund within five (5) days of the Executive's termination of employment (or if the Executive is a Specified Employee, not earlier than the first day of the seventh (7th) month following the Executive’s Separation from Service), in an amount equal to the lesser of (i) the present value (using the Interest Factor) of all remaining Contributions which would have been required to be made on behalf of the Executive, had the Executive remained in the employ of the Bank until Benefit Age, or (ii) One Dollar ($1.00) less than the total dollar amount of Contributions which would have resulted in taxation to the Executive pursuant to sections 280G and 4999 of the Code.

(3) Termination For Cause

If the Executive (i) does not exercise his withdrawal rights pursuant to Subsection 2.2, and (ii) is terminated for Cause pursuant to Subsection 5.2, no further Contribution(s) to the Retirement Income Trust Fund shall be required of the Bank, and if not yet made, no Contribution shall be required for the year in which such termination for Cause occurs.

(4) Voluntary or Involuntary Termination (Not For Cause) of Employment Prior to Benefit Age .

If (i) the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and (ii) the Executive's employment with the Bank is voluntarily or involuntarily terminated for any reason other than a termination related to disability, termination for Cause, or termination following a Change in Control, within ten (10) days of such voluntary or involuntary termination of employment, the Bank shall be required to make a final Contribution to the Retirement Income Trust Fund, attributable to the Plan Year in which the termination occurs (unless such Contribution is made prior to termination), in

an amount equal to the full Contribution required for such Plan Year. No further Contribution(s) shall be required for periods subsequent to the Plan Year in which the Executive = s employment is terminated.

(5) Death During Employment .

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

(6) Termination Due to Disability.

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

(c) Withdrawal Rights Exercised.  

(1) Phantom Contributions Made Annually .

If the Executive exercises his withdrawal rights pursuant to Subsection 2.2, no further Contributions to the Retirement Income Trust Fund shall be required of the Bank. Thereafter, Phantom Contributions shall be recorded annually in the Executive's Accrued Benefit Account on or before the last day of each Plan Year, commencing with the first Plan Year following the Plan Year in which the Executive exercises his withdrawal rights. Such Phantom Contributions shall continue to be recorded annually,

unless this Subsection 2.1(c) specifically states otherwise, until the earlier of (i) the last Plan Year that Phantom Contributions are required pursuant to Exhibit A, or (ii) the Plan Year of the Executive's termination of employment.

(2) Termination Following a Change in Control

If the Executive exercises his withdrawal rights pursuant to Subsection 2.2, Phantom Contributions shall commence in the first Plan Year following the Plan Year in which the Executive first exercises his withdrawal rights. If a Change in Control occurs at the Bank, and within sixty (60) months of such Change in Control, the Executive's employment is either (i) involuntarily terminated, or (ii) voluntarily terminated by the Executive after: (A) a material change in the Executive's function, duties, or responsibilities, which change would cause the Executive's position to become one of lesser responsibility, importance, or scope from the position the Executive held at the time of the Change in Control, (B) a relocation of the Executive's principal place of employment by more than thirty (30) miles from its location prior to the Change in Control, or (C) a material reduction in the benefits and perquisites to the Executive from those being provided at the time of the Change in Control, the Phantom Contribution set forth below shall be required of the Bank in addition to all previous annual Contributions. The Bank shall be required to record a final lump sum Phantom Contribution in the Accrued Benefit Account, within five (5) days of such termination, in an amount equal to the lesser of (i) the present value (using the Interest Factor) of all remaining Phantom Contributions which would have been required had the Executive remained in the employ of the Bank until Benefit Age, or (ii) One Dollar ($1.00) less than the total dollar amount of Phantom Contributions which would have resulted in taxation to the Executive pursuant to sections 280G and 4999 of the Code.

(3) Termination For Cause

If the Executive is terminated for Cause pursuant to Subsection 5.2, the entire balance of the Executive = s Accrued Benefit Account at the time of such termination, which shall include any Phantom Contributions which have been recorded plus accrued interest, shall be forfeited.

(4) Voluntary or Involuntary Termination (Not For Cause) of Employment Prior to Benefit Age .

If (i) the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and (ii) the Executive's employment with the Bank is voluntarily or involuntarily terminated for any reason other than a termination related to disability, termination for Cause, or termination following a Change in Control, within ten (10) days of such voluntary or involuntary termination of employment, the Bank shall be

required to record a final Phantom Contribution in the Executive = s Accrued Benefit Account, attributable to the Plan Year in which the termination occurs (unless such Phantom Contribution is recorded prior to termination), in an amount equal to the full Phantom Contribution required for such Plan Year. No further Phantom Contributions shall be required to be recorded for periods subsequent to the Plan Year in which the Executive = s employment is terminated.

(5) Death During Employment .

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

(6) Termination Due to Disability.

If the Executive (i) exercises his withdrawal rights pursuant to Subsection 2.2, and (ii) terminates service with the Bank due to a disability pursuant to Subsection 6.1, the final Phantom Contribution recorded for the Plan Year in which the termination occurs shall be required for such Plan Year pursuant to Exhibit A and shall be recorded in the Accrued Benefit Account within ten (10) days of the disability determination. No additional Phantom Contributions shall be required to be recorded in the Accrued Benefit Account for periods subsequent to the Plan Year in which the Executive = s employment is terminated.

Exercise of withdrawal rights by the Executive pursuant to the Elizabeth Hance Grantor Trust agreement shall terminate the Bank's obligation to make any further Contributions to the Retirement Income Trust Fund, and the Bank = s obligation to record Phantom Contributions pursuant to Subsection