CAPE SAVINGS BANK FORM OF AMENDED AND RESTATED PHANTOM RESTRICTED STOCK AGREEMENT

Exhibit 10.9

CAPE SAVINGS BANK

FORM OF AMENDED AND RESTATED PHANTOM RESTRICTED STOCK

AGREEMENT

THIS AGREEMENT, originally entered into on the ___ day of __________, ________, by and between CAPE SAVINGS BANK, a State/Mutual Savings Bank located in Cape May Court House, New Jersey (the “Company”), and ______________ (the “Executive”) and amended on _________ __, ____ and _________ __, ____, is hereby amended and restated on this ________ day of __________________, _____, and shall be effective as of January 1, 2005.

W I T N E S S E T H:

WHEREAS , the Company and Executive entered into a Phantom Restricted Stock Agreement on ______, ____, as a means to encourage the Executive to remain employed with the Company and to provide the Executive with an incentive benefit;

WHEREAS , the Company provided Executive an initial allocation of ________ shares of Phantom Stock to a Phantom Stock Account on November 1, 2000, and a subsequent allocation of _____ shares of Phantom Stock to a Phantom Stock Account on _________ __, _____;

WHEREAS , this Agreement is considered an unfunded arrangement, maintained primarily to provide supplemental retirement income for Executive, a member of a select group of management or highly compensated employees of the Company for purposes of the Employee Retirement Income Security Act of 1974, as amended;

WHEREAS , Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) requires that certain types of nonqualified deferred compensation plans comply with its terms or subject the recipient of the compensation to current taxes and penalties; and

WHEREAS , the Company and Executive desire to amend and restate the Agreement in order to comply with Code Section 409A, and for certain other purposes.

NOW, THEREFORE , in consideration of the mutual promises herein contained, the parties hereto agree as follows:

Article 1

Definitions

Whenever used in this Agreement, the following words and phrases shall have the meanings specified:

1.1 “ Account Balance ” means the undistributed value of the Executive’s Phantom Stock Account at any given point in time.

1.2 “ Capital Account ” means the sum of: (a) retained earnings determined from the Company’s financial statements according to Generally Accepted Accounting Principles (“GAAP”), excluding any market value adjustments pursuant to Statement of Financial Accounting Standards 115, plus (b) the Company’s general loan loss reserve.

1.3 “ Capital to Asset Ratio ” means the Capital Account at the end of a Plan Year divided by the average total assets for the same Plan Year as determined under GAAP.

1.4 “ Change in Control ” means (i) a change in ownership of the Company under paragraph (a) below, or (ii) a change in effective control of the Company under paragraph (b) below, or (iii) a change in the ownership of a substantial portion of the assets of the Company under paragraph (c) below:

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1.5 “ Code ” means the Internal Revenue Code of 1986, as amended.

1.6 “ Early Termination ” means that the Executive, prior to Plan Year 10 (the “Normal Benefit Date”), has terminated employment with the Company for reasons other than Termination for Cause (see Section 7.2), following a Change in Control or death.

1.7 “ Effective Date ” The original Effective Date of this Agreement was November 1, 2000. The amendment and restatement is effective as of January 1, 2005, in order to conform to Code Section 409A.

1.8 “ Normal Benefit Date ” means the end of Plan Year 10.

1.9 “ Phantom Stock ” means the hypothetical number of shares of the Company’s common stock that would be issued at an initial price of $10.00 per share. The Phantom Stock is used solely as a measurement tool; no Company stock will be purchased, sold, registered, or issued in connection with this Agreement. The Executive will only be entitled to cash, and not stock in lieu of cash. The Executive will not receive any stock or stock rights by virtue of this Agreement.

1.10 “ Plan Year ” means each 12-month period commencing on November 1 and ending on October 31.

1.11 “ Separation from Service ” means the Executive’s death, retirement or Termination of Employment with the Company. 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 be deemed to have a Separation from Service on the first date immediately following such six-month period.

The Executive shall not be treated as having a Separation from Service if the Executive provides more than insignificant services for the Company following the Executive’s actual or purported Separation from Service with the Company. 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 Company, 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).

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Where the Executive continues to provide services to the Company, 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).

1.12 “ Specified Employee ” means, in the event the Company or a corporate parent is or becomes a publicly traded company, a key employee within the meaning of Code Section 416(i) without regard to paragraph 5 thereof.

1.13 “ Termination of Employment ” means the Executive ceases to be employed by the Company or any of its subsidiaries for any reason, voluntarily or involuntarily, other than by reason of an approved leave of absence. If required by Code Section 409A, the Executive’s Termination of Employment shall be deemed to be defined in accordance with the definition of Separation from Service set forth thereunder.

Article 2

Phantom Restricted Stock Allocation

The Executive’s Phantom Restricted Stock Account (“Phantom Stock Account”) was established with an initial allocation of _______ shares of Phantom Stock as of the Effective Date of this Agreement and a subsequent allocation of an additional ____ shares of Phantom Stock as of __________ __, _____ (collectively, the “Phantom Stock Allocation”).

Article 3

Phantom Restricted Stock Account

3.1 Establishing and Crediting . The Company shall establish a Phantom Stock Account on its books for the Executive. The value of the Phantom Stock Account is determined as follows:

3.1.1 Valuation for Plan Years 1 Through 10 . On October 31 of each Plan Year 1 through 10, the value of the Phantom Stock Account is determined by multiplying the Phantom Stock Allocation by the Current Adjusted Price Per Share, as defined below.

(a) “ Initial Price Per Share ” is the beginning per share value of the Phantom Stock, which is $10.00.

(b) “ Current Adjusted Price Per Share ” is determined by increasing the beginning of the Plan Year Phantom Stock value per share by the Annual Growth Rate. In no event will the Current Adjusted Price Per Share exceed $31.06 for valuation purposes. If there are Extraordinary Items as defined in Section 3.1.3, the total outstanding Phantom Stock shares may be adjusted.

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(c) “ Annual Growth Rate ” is determined by multiplying the percentage increase in the Company’s Capital Account during the Plan Year by the Adjustment Factor.

(d) “ Adjustment Factor ” is determined by dividing the Company’s Capital to Asset Ratio for the Plan Year by a base rate of 8.00 percent. If the Annual Growth Rate is negative in any Plan Year, the Adjustment Factor for that year may not be less than 1.00.

(e) If the Annual Growth Rate as determined above exceeds 12.00 percent for any Plan Year, the rate used in the determination of the Current Adjusted Price Per Share will be 12.00 percent. In addition, the excess above 12.00 percent may be carried over to subsequent Plan Years and added to the Annual Growth Rate determined for that Plan Year to the extent that the Annual Growth Rate in the subsequent Plan Year does not exceed 12.00 percent. No amount above 12.00 percent may be carried back to prior Plan Years.

An example of the calculation of Current Adjusted Price Per Share is as follows:

3.1.2 Interest on Phantom Stock Account Balance . Unless otherwise specified in this Agreement, no interest shall be credited to the Phantom Stock Account during Plan Years 1 through 10.

3.1.3 Extraordinary Items . In the event of the Company’s merger with a mutual institution, conversion to a stock company or other material change in the Company’s total capitalization that occurs after the establishment by the Company of the Executive’s Phantom Stock Account, the number of outstanding Phantom Stock shares subject to this Agreement may be adjusted appropriately by the Company, whose determination shall be conclusive.

3.2 Statement of Accounts . The Company shall provide to the Executive, within 120 days following the end of each Plan Year this Agreement is in effect, a statement setting forth the Phantom Stock Account Balance, stating the number of Phantom Stock shares and detailing the calculation of the value of the Executive’s Phantom Stock Account.

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3.3 Accounting Device Only . The Phantom Stock Account is solely a device for measuring amounts to be paid under this Agreement. The Phantom Stock Account is not a trust fund of any kind. The Executive is a general unsecured creditor of the Company for the payment of benefits. The benefits represent the mere Company promise to pay such benefits. The Executive’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Executive’s creditors.

Article 4

Lifetime Benefits

4.1 Benefit at Normal Benefit Date . If the Executive reaches the Normal Benefit Date while in continuous employment with the Company, the Company shall pay to the Executive the benefit described in this Section 4.1 in lieu of any other benefit under this Agreement. However, if there has been a Change in Control prior to the Normal Benefit Date, the Executive’s benefits shall be determined pursuant to Section 4.3, even if the Executive remains employed by the successor company until the Normal Benefit Date.

4.1.1 Amount of Benefit . The benefit under this Section 4.1 is 100 percent of the value of the Phantom Stock Account for the month ending immediately prior to the Normal Benefit Date.

4.1.2 Payment of Benefit . The Company shall pay the benefit to the Executive in equal monthly installments determined by calculating a 180-month fixed annuity, crediting interest on the unpaid balance at an annual rate of 7.72 percent with monthly compounding, commencing on the first day of the month following the Executive’s Normal Benefit Date.

4.1.3 Option to Defer Receipt of Benefits. In the event the Executive wishes to delay receipt of benefits under this Section 4.1, Exhibit 1 must be provided to the Company prior to the end of either (i) the transition period under Code Section 409A or (ii) Plan Year 9 and, in each case, must conform to the requirements of Code Section 409A, as set forth in Exhibit 1. Interest shall be credited on the Account Balance following the end of Plan Year 10 at an annual rate of 7.72 percent with monthly compounding until the date specified on Exhibit 1. Commencing on the first day of the month immediately after the date specified, the Account Balance shall be annuitized according to Section 4.1.2.

4.2 Early Termination Benefit . Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 4.2 in lieu of any other benefit under this Agreement.

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4.2.1 Amount of Benefit . The benefit amount under this Section 4.2 is the value of the Phantom Stock Account for the month ending immediately prior to the Executive’s Termination of Employment, multiplied by the Vesting Percentage pursuant to the following vesting schedule:

4.2.2 Payment of Benefit . The Company shall pay the benefit to the Executive in equal monthly installments determined by calculating a 180-month fixed annuity, crediting interest on the unpaid balance at an annual rate of 7.72 percent with monthly compounding, commencing on the first day of the month following the end of the Plan Year in which the Executive’s Termination of Employment occurs, provided, however, that in the event Executive is a Specified Employee, such payment shall commence not later than the first day of the seventh month following the Executive’s Separation from Service. In such case, the first six (6) monthly installments shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Executive’s Separation from Service in addition to payment of the seventh scheduled monthly installment to the Executive.

4.3 Change in Control Benefit . If the Executive is employed by the Company at the date a Cha