Form of Split Dollar Life Insurance Agreement by and between the Bank and each of Frank Sorrentino III, William S. Burns, Elizabeth Magennis, Christopher Ewing and Michael McGrover

Ownership

Ownership of Insurance Policy. The Employer is the sole owner of the Insurance Policy(ies) and shall have the right to exercise all incidents of ownership. The Employer shall be the beneficiary of the remaining death proceeds of the Insurance Policy(ies) after payment of the Executive Death Benefit as defined and provided for in this Agreement. The Employer shall at all times be entitled to the Policy(ies) cash surrender value, as that term is defined in the Insurance Policy(ies), less any Insurance Policy loans and unpaid interest or cash withdrawals previously incurred by the Employer and any applicable Insurance Policy surrender charges. The cash surrender value shall be determined as of the date of the surrender of the Insurance Policy or death of the Executive, as the case may be.

Right to Insurance Policy. Notwithstanding any provision hereof to the contrary, the Employer shall have the right to sell or surrender the Insurance Policy(ies) without terminating this Agreement, but only to the extent that (i) the Employer replaces the Insurance Policy(ies) with a comparable life insurance policy or arrangement that provides the benefit provided under this Agreement and (ii) the Employer and the Executive (who will not unreasonably withhold his signature) execute a new Split Dollar Policy Endorsement for said comparable coverage arrangement, at which time all references to “Insurance Policy” hereunder shall refer to such replacement coverage arrangement. Without limitation, the Insurance Policy(ies) at all times shall be the exclusive property of the Employer, and shall be subject to the claims of the Employer’s creditors.

Premiums.

Payment of Premium. The Employer shall pay each premium on the Insurance Policy(ies) to the Insurer on or before the due date of such premium or within the grace period allowed by the Insurance Policy(ies) for the payment of such premium.

Economic Benefit. The Employer shall determine the economic benefit attributable to the Executive based on the life insurance premium factor for the Executive’s age multiplied by the amount of current life insurance protection payable to the Executive’s beneficiary. The “life insurance premium factor” is the minimum amount required to be imputed under Treasury Regulation § 1.61-22(d)(3)(ii), or any subsequent applicable authority. The Employer shall impute the economic benefit to the Executive on an annual basis by adding the economic benefit to the Executive’s Form W-2, or, if applicable, Form 1099.

Employer’s Policy Interests. Upon the death of the Executive and whereby death proceeds are payable by the Insurance Carrier, the Employer shall be entitled to receive an amount equal to all death benefits due under the Insurance Policy less (i) those death benefits explicitly designated as the Executive Death Benefit under Section 4 hereof and (ii) any amount borrowed against the Insurance Policy(ies) by the Employer (the “Employer’s Policy Interest”).

Executive’s Policy Interests. Upon the death of the Executive while employed by the Employer, the Executive Death Benefit under this Agreement shall be an amount equal to the lesser of i) the amount as shown on Schedule A, attached hereto, or ii) the Net Amount at Risk, defined as the difference between the death benefit payable upon death of the insured pursuant to a life insurance policy and the accrued cash value of the life insurance policy at the time of death of the insured.

Beneficiary

Beneficiary Designation. The Executive shall have the limited right during the term of this Agreement to designate and change the direct and contingent beneficiaries (collectively, the “Beneficiary”) of the Executive Death Benefit. The Executive’s Beneficiary designation shall be made in writing and delivered to the Employer in a form acceptable to the Insurer and Employer. Upon the acceptance by the Employer of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Employer shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Employer prior to the Executive’s death.

Beneficiary Acknowledgement. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Employer or its designated agent.

Facility of Payment. If the Employer determines in its discretion that a benefit is to be paid to a minor or to a person incapable of handling the disposition of that person’s property, the Employer may direct payment of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Employer may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Executive and the Executive’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such payment amount.

Administration

Plan Administrator. This Split Dollar Agreement shall be administered by a Plan Administrator, which shall consist of the Employer’s board of directors or such committee as the board shall appoint. The Executive may be a member of the Administrator.

Plan Administrator Duties. The Plan Administrator shall have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement.

Binding Effect of Decisions. Any decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in this Agreement.

Indemnity of Plan Administrator. The Employer shall indemnify and hold harmless the members of the Plan Administrator, and those to whom management and operation responsibilities of the plan have been delegated, against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Split Dollar Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

Information. To enable the Administrator to perform its functions, the Employer shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Termination of Employment of the Executive and such other pertinent information as the Administrator may reasonably require.

Claims and Review Procedure

Written Claim. A person who believes that he or she being denied a benefit to which he or she is entitled under this Agreement (hereinafter referred to as a "Claimant") may file a written request for such benefit with the Plan Administrator, setting forth his or her claim. The request must be addressed to the Employer at its then principal place of business.

Timing of Response. Upon receipt of a claim, the Plan Administrator shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Plan Administrator may, however, extend the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the Plan Administrator shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth:

(a)

(b)

(c)

(d)

(e)