Retirement Plan

1.

All Directors of the Company who are not employees of the Company or any affiliate shall be eligible to receive a benefit under the Plan.

2.

Every eligible Director who shall have served at least fifteen (15) aggregate years on the Company’s Board of Directors shall be eligible to receive a retirement benefit under this Plan. In the event a “Change of Control” (as defined below) occurs, every eligible Director currently serving on the Company’s Board of Directors shall be fully vested and entitled to the full retirement benefit under this Plan.

3.

If the Director is married at the time of his retirement and at the time of his/her death while receiving benefits under this Plan, a benefit equal to $1,000 per month if the Director has qualified, by serving fifteen or more years on the Board of Director’s, for a benefit under this Plan, and one-half (1/2) of the pro-rated benefit payable due to a “Change of Control” (if the Director is eligible for a benefit only as a result of a "Change in Control") shall be paid to the Director’s spouse for the remainder of the 120 month period or until the death of the spouse, whichever occurs first. If the spouse does not survive the Director, no benefit shall be paid under the Plan following the Director’s death.

4.

Upon joining the Board, or within 90 days following the effective date of the Plan (for those serving on the Board on May 19, 1999), each Director shall complete a Distribution Election Form provided by the Company. Each Director may elect to be paid his/her benefit in the form of a single lump sum on the first day of the calendar month following Separation from Service, or the first day of the calendar year following Separation from Service; provided, however, that if the Director is a Specified Employee immediately prior to Separation from Service, the payment of his/her benefit shall be paid or commence on the first day of the seventh calendar month following Separation from Service. The Director may elect a different permitted form of payment for payments due after the occurrence of a Change in Control Event. The lump sum shall equal the present value of $200,000, discounted based on the average ten-year advance rate of the Federal Home Loan Bank of New York over the thirty day period preceding the payment date, assuming interest would have compounded and payments would have been made in equal monthly installments over the ten year discount period. The present value calculation must be consistent with financial accounting requirements with respect to the determination of the expense to be recorded on the Company’s Income Statement with respect to such payment. If the Director does not elect a lump sum payment, payments shall be made monthly, as stated above.