12.

Pension and Other Postretirement Benefit Plans

The amounts recognized in accumulated other comprehensive loss, on a pre-tax basis, consist of the following, as of

December 31:

	Net Actuarial Loss (Gain)									Prior Service Cost (Credit)									Total
	2018			2017			2016			2018			2017			2016			2018			2017			2016
	(In thousands)
Employee Retirement Plan	$	3,238		$	6,166		$	8,055		$	-		$	-		$	-		$	3,238		$	6,166		$	8,055
Other Postretirement Benefit Plans		35			1,223			636			(283	)		(368	)		(453	)		(248	)		855			183
Outside Directors Plan		(566	)		(472	)		(540	)		-			12			52			(566	)		(460	)		(488	)
Total	$	2,707		$	6,917		$	8,151		$	(283	)	$	(356	)	$	(401	)	$	2,424		$	6,561		$	7,750

Amounts in accumulated other comprehensive loss to be recognized as components of net periodic expense for these plans in

2019

are as follows:

	Net Actuarial Loss (Gain)			Prior Service Cost (Credit)			Expense (Benefit)
	(In thousands)
Employee Retirement Plan	$	269		$	-		$	269
Other Postretirement Benefit Plans		-			(85	)		(85	)
Outside Directors Plan		(141	)		-			(141	)
Total	$	128		$	(85	)	$	43

Employee Retirement Plan:

The Company has a funded noncontributory defined benefit retirement plan covering substantially all of its salaried employees who were hired before

September 1, 2005 (

the “Retirement Plan”). The benefits are based on years of service and the employee’s compensation during the

three

consecutive years out of the final

ten

years of service, which was completed prior to

September 30, 2006,

the date the Retirement Plan was frozen, that produces the highest average. The Bank’s funding policy is to contribute annually the amount recommended by the Retirement Plan’s actuary. The Bank’s Retirement Plan historically invested in diversified equity and fixed-income funds, which are independently managed by a

third

party. In

2018,

the Company repositioned its investments out of a mix of equity and fixed-income funds into

100%

fixed-income funds. The Company did

not

make a contribution to the Retirement Plan during the years ended

December 31, 2018,

2017

and

2016.

The Company uses a

December 31

measurement date for the Retirement Plan.

The following table sets forth, for the Retirement Plan, the change in benefit obligation and assets, and for the Company, the amounts recognized in the Consolidated Statements of Financial Condition at

December 31:

	2018			2017
	(In thousands)
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	23,605		$	22,769
Interest cost		781			864
Actuarial loss		(2,389	)		962
Benefits paid		(1,653	)		(990	)
Projected benefit obligation at end of year		20,344			23,605

Change in plan assets:
Market value of assets at beginning of year		22,702			20,146
Actual return on plan assets		1,370			3,546
Benefits paid		(1,653	)		(990	)
Market value of plan assets at end of year		22,419			22,702

Accrued pension asset/liability included in other assets (liabilities)	$	2,075		$	(903	)

Assumptions used to determine the Retirement Plan’s benefit obligations are as follows at

December 31:

	2018	2017
Weighted average discount rate	4.06%	3.42%
Rate of increase in future compensation levels	n/a	n/a

The mortality assumptions for

2018

were based on the RP-

2014

Adjusted to

2006

Total Dataset with Scale MP-

2018

and the mortality assumptions for

2017

were based on the RP-

2014

Adjusted to

2006

Total Dataset with Scale MP-

2017.

The components of the net pension expense for the Retirement Plan are as follows for the years ended

December 31:

	2018			2017			2016
	(In thousands)
Interest cost	$	781		$	864		$	902
Amortization of unrecognized loss		621			697			809
Expected return on plan assets		(1,452	)		(1,392	)		(1,394	)
Net pension (benefit) expense		(50	)		169			317

Current year actuarial (gain) loss		(2,307	)		(1,192	)		275
Amortization of actuarial loss		(621	)		(697	)		(809	)
Total recognized in other comprehensive income		(2,928	)		(1,889	)		(534	)
Total recognized in net pension cost (benefit) and other comprehensive loss	$	(2,978	)	$	(1,720	)	$	(217	)

Assumptions used to develop periodic pension cost for the Retirement Plan for the years ended

December 31:

	2018	2017	2016
Weighted average discount rate	3.42%	3.88%	4.06%
Rate of increase in future compensation levels	n/a	n/a	n/a
Expected long-term rate of return on assets	7.00%	7.00%	7.25%

The following benefit payments are expected to be paid by the Retirement Plan for the years ending

December 31:

	Future Benefit Payments
	(In thousands)
2019	$	1,300
2020		1,133
2021		1,177
2022		1,205
2023		1,228
2024 – 2028		6,033

The long-term rate of return on assets assumption was set based on historical returns earned by equities and fixed income securities, adjusted to reflect expectations of future returns as applied to the plan's target allocation of asset classes. Equities and fixed income securities were assumed to earn real rates of return in the ranges of

10%

and

5%,

respectively. When these overall return expectations are applied to the plans target allocation, the result is an expected rate return of

5.25%

for

2018.

The Retirement Plan’s weighted average asset allocations by asset category at

December 31:

	2018			2017
Equity securities		0	%		72	%
Debt securities		100	%		28	%

December 31, 2018,

Plan assets are invested in a diversified mix of fixed income funds.

The long-term investment objectives are to maintain plan assets at a level that will sufficiently cover long-term obligations and to generate a return on plan assets that will meet or exceed the rate at which long-term obligations will grow. Historically, a combination of equity and fixed income portfolios were used to help achieve these objectives based on a long-term, liability based strategic mix of

60%

equities and

40%

fixed income. In

2018

the strategic mix was changed to

100%

fixed income in order to remove market volatility and lock in gains. Adjustments to this mix are made periodically based on current capital market conditions and plan funding levels. Performance of the investment fund managers is monitored on an ongoing basis using modern portfolio risk analysis and appropriate index benchmarks.

The Company does

not

expect to make a contribution to the Retirement Plan in

2019.

The following table sets forth the Retirement Plan’s assets at the periods indicated:

	At December 31,
	2018		2017
	(In thousands)
Pooled Separate Accounts
Long duration bond fund (a)	$	10,045	$	-
Long corporate bond fund (b)		4,471		-
Prudential short term (c)		360		77
U.S. large-cap growth (d)		-		5,822
U.S. large-cap value (e)		-		5,164
U.S. small-cap blend (f)		-		2,735
International blend (g)		-		2,566
Bond fund (h)		-		6,338
Mutual Fund
Investment grade bond fund (i)		7,543		-

Total	$	22,419	$	22,702

Comprised of fixed income securities with durations of longer than

six

years that seek to maximize total return consistent with the preservation of capital and prudent investment management.

Comprised of corporate bonds with an average duration within

0.25

years of the benchmark and its average credit quality is

lower than BBB. The fund seeks to outperform the Bloomberg Barclays Long Corporate Bond Index.

Comprised of money market instruments with an emphasis on safety and liquidity.

Comprised of large-cap stocks seeking to outperform, over the long term, the Russell

1000

Growth Index. The portfolio will typically hold between

and

stocks.

Comprised of large-cap stocks seeking to outperform the Russell

1000

Value benchmark over the rolling

three

and

five

year periods, or a full market cycle, whichever is longer.

Comprised of stocks with market capitalization of between

$100

million and the market capitalization of the largest stock in the Russell

2000

index at the time of purchase. The portfolio will typically hold between

and

100

stocks.

Comprised of non-U.S. domiciled stocks. The portfolio will typically hold between

and

stocks.

Comprised of a portfolio of fixed income securities including U.S agency mortgage-backed securities, corporate bonds, U.S. government bonds and high yield bonds.

Comprised of high quality corporate bonds diversified broadly across industries, issuers and regions. The funds primary benchmark is the Bloomberg Barclays U.S. Credit Index.

The fair value of the mutual fund is determined daily using quoted market prices in an open market (level

). The fair value of the pooled separate accounts is determined by the investment manager and is based on the value of the underlying assets held at

December 31, 2018

and

2017.

These are measured at net asset value under the practical expedient with future redemption dates.

The fair values of the Plan’s investments in pooled separate accounts are calculated each business day. All investments can be redeemed on a daily basis without restriction. The investments in pooled separate accounts, which are valued at net asset value, have

not

been classified in the fair value hierarchy in accordance with Accounting Standards ASU

No.

2015

“Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”.

Other Postretirement Benefit Plans:

The Company sponsors

two

unfunded postretirement benefit plans (the “Postretirement Plans”) that cover all retirees hired prior to

January 1, 2011,

who were full-time permanent employees with at least

five

years of service, and their spouses. Effective

January 1, 2011,

the Postretirement Plans are

longer available for new hires. One plan provides medical benefits through a

50%

cost sharing arrangement. Effective

January 1, 2000,

the spouses of future retirees were required to pay

100%

of the premiums for their coverage. The other plan provides life insurance benefits and is noncontributory. Effective

January 1, 2010,

life insurance benefits are

not

available for future retirees. Under these programs, eligible retirees receive lifetime medical and life insurance coverage for themselves and lifetime medical coverage for their spouses. The Company reserves the right to amend or terminate these plans at its discretion.

Comprehensive medical plan benefits equal the lesser of the normal plan benefit or the total amount

not

paid by Medicare. Life insurance benefits for retirees are based on annual compensation and age at retirement. As of

December 31, 2018,

the Company has

not

funded these plans. The Company used a

December 31

measurement date for these plans.

The following table sets forth, for the Postretirement Plans, the change in benefit obligation and assets, and for the Company, the amounts recognized in the Consolidated Statements of Financial Condition at

December 31:

	2018			2017
	(In thousands)
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	9,104		$	7,978
Service cost		350			316
Interest cost		307			305
Actuarial (gain) loss		(1,155	)		588
Benefits paid		(88	)		(83	)
Projected benefit obligation at end of year		8,518			9,104

Change in plan assets:
Market value of assets at beginning of year		-			-
Employer contributions		88			83
Benefits paid		(88	)		(83	)
Market value of plan assets at end of year		-			-

Accrued pension cost included in other liabilities	$	(8,518	)	$	(9,104	)

Assumptions used in determining the actuarial present value of the accumulated postretirement benefit obligations at

December 31

are as follows:

	2018	2017
Discount rate	4.06%	3.42%
Rate of increase in health care costs
Initial	7.00%	7.00%
Ultimate (year 2023)	5.00%	5.00%
Annual rate of salary increase for life insurance	n/a	n/a

The mortality assumptions for

2018

were based on the RP-

2014

Adjusted to

2006

White Collar Mortality Table with Scale MP-

2018

and the mortality assumptions for

2017

were based on the RP-

2014

Adjusted to

2006

White Collar Mortality Table with Scale MP-

2017.

The resulting net periodic postretirement expense consisted of the following components for the years ended

December 31:

	2018			2017			2016
	(In thousands)
Service cost	$	350		$	316		$	359
Interest cost		307			305			320
Amortization of unrecognized loss		33			-			47
Amortization of past service credit		(85	)		(85	)		(85	)
Net postretirement benefit expense		605			536			641

Current year actuarial (gain) loss		(1,155	)		587			(613	)
Amortization of actuarial loss		(33	)		-			(47	)
Amortization of prior service credit		85			85			85
Total recognized in other comprehensive income		(1,103	)		672			(575	)
Total recognized in net postretirement expense and other comprehensive loss	$	(498	)	$	1,208		$	66

Assumptions used to develop periodic postretirement expense for the Postretirement Plans for the years ended

December 31:

	2018	2017	2016
Rate of return on plan assets	n/a	n/a	n/a
Discount rate	3.42%	3.88%	4.06%
Rate of increase in health care costs
Initial	7.00%	8.00%	7.00%
Ultimate (year 2023)	5.00%	5.00%	5.00%
Annual rate of salary increase for life insurance	n/a	n/a	n/a

The health care cost trend rate assumptions have a significant effect on the amounts reported. A

one

percentage point change in assumed health care trend rates would have the following effects:

	Increase		Decrease
	(In thousands)
Effect on postretirement benefit obligation	$	1,652	$	(1,277	)
Effect on total service and interest cost		147		(111	)

The following benefit payments under the Postretirement Plan, which reflect expected future service, are expected to be paid for the years ending

December 31:

	Future Benefit Payments
	(In thousands)
2019	$	260
2020		266
2021		286
2022		319
2023		326
2024 – 2028		1,755

Defined Contribution Plans:

The Bank maintains a tax qualified

401

(k) plan which covers substantially all salaried employees who have completed

one

year of service. Currently, annual matching contributions under the Bank’s

401

(k) plan equal

50%

of the employee’s contributions, up to a maximum of

of the employee’s base salary. In addition, the

401

(k) plan includes the Defined Contribution Retirement Plan (“DCRP”), under which the Bank contributes an amount equal to

of an employee’s eligible compensation as defined in the plan, and the Profit Sharing Plan (“PSP”), under which at the discretion of the Company’s Board of Directors a contribution is made. Contributions for the DCRP and PSP are made in the form of Company common stock at or after the end of each year. Annual contributions under these plans are subject to the limits imposed under the Internal Revenue Code. Contributions by the Company into the

401

(k) plan vest

20%

per year over the employee's

first

five

years of service. Contributions to these plans are

100%

vested upon a change of control (as defined in the applicable plan). Compensation expense recorded by the Company for these plans amounted to

$4.1

million,

$3.4

million and

$3.3

million for the years ended

December 31, 2018,

2017

and

2016,

respectively.

The Bank provides a non-qualified deferred compensation plan as an incentive for officers who have achieved the designated level and completed

one

year of service. In addition to the amounts deferred by the officers, the Bank matches

50%

of their contributions, generally up to a maximum of

of the officers’ base salary. Matching contributions under this plan vest

20%

per year for

five

years. The non-qualified deferred compensation plan assets are held in a rabbi trust totaling

$11.4

million and

$11.5

million at

December 31, 2018

and

2017,

respectively. Contributions become

100%

vested upon a change of control (as defined in the plan). Compensation expense recorded by the Company for this plan amounted to

$0.5

million,

$0.4

million and

$0.4

million for the years ended

December 31, 2018,

2017

and

2016,

respectively.

Employee Benefit Trust:

An Employee Benefit Trust (“EBT”) has been established to assist the Company in funding its benefit plan obligations. Dividend payments received are used to purchase additional shares of common stock. Shares released are used solely for funding matching contributions under the Bank’s

401

(k) plan, contributions to the

401

(k) plan for the DCRP, and contributions to the PSP. For the years ended

December 31, 2018,

2017

and

2016,

the Company funded

$3.6

million,

$3.2

million and

$2.8

million, respectively, of employer contributions to the

401

(k), DCRP and profit sharing plans from the EBT.

Upon a change of control (as defined in the EBT), the EBT will terminate and any trust assets remaining after certain benefit plan contributions will be distributed to all full-time employees of the Company with at least

one

year of service, in proportion to their compensation over the

four

most recently completed calendar years plus the portion of the current year prior to the termination of the EBT.

As shares are released from the suspense account, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings per share computations.

The EBT shares are as follows at

December 31:

	2018			2017

Shares owned by Employee Benefit Trust, beginning balance		445,022			551,762
Shares purchased		13,669			11,631
Shares released and allocated		(129,601	)		(118,371	)
Shares owned by Employee Benefit Trust, ending balance		329,090			445,022

Market value of unallocated shares	$	7,085,308		$	12,238,105

Outside Director Retirement Plan:

The Bank has an unfunded noncontributory defined benefit Outside Director Retirement Plan (the “Directors’ Plan”), which provides benefits to each non-employee director who became a non-employee director before

January 1, 2004.

Upon termination an eligible director will be paid an annual retirement benefit equal to

$48,000.

Such benefit will be paid in equal monthly installments for

120

months. In the event of a termination of Board service due to a change of control, a eligible non-employee director will receive a cash lump sum payment equal to

120

months of benefit. In the event of the director’s death, the surviving spouse will receive the equivalent benefit.

benefits will be payable to a director who is removed for cause. The Holding Company has guaranteed the payment of benefits under the Directors’ Plan, for this reason the Bank has assets held in a rabbi trust totaling

$4.8

million and

$4.4

million at

December 31, 2018

and

2017,

respectively. The Bank uses a

December 31

measurement date for the Directors’ Plan.

The following table sets forth, for the Directors’ Plan, the change in benefit obligation and assets, and for the Company, the amounts recognized in the Consolidated Statements of Financial Condition at

December 31:

	2018			2017
	(In thousands)
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	2,425		$	2,462
Service cost		42			42
Interest cost		78			89
Actuarial gain		(184	)		(24	)
Benefits paid		(96	)		(144	)
Projected benefit obligation at end of year		2,265			2,425

Change in plan assets:
Market value of assets at beginning of year		-			-
Employer contributions		96			144
Benefits paid		(96	)		(144	)
Market value of plan assets at end of year		-			-

Accrued pension cost included in other liabilities	$	(2,265	)	$	(2,425	)

The components of the net pension expense for the Directors’ Plan are as follows for the years ended

December 31:

	2018			2017			2016
	(In thousands)
Service cost	$	42		$	42		$	42
Interest cost		78			89			97
Amortization of unrecognized gain		(91	)		(92	)		(86	)
Amortization of past service liability		12			40			40
Net pension expense		41			79			93

Current actuarial gain		(184	)		(24	)		(63	)
Amortization of actuarial gain		91			92			86
Amortization of prior service cost		(12	)		(40	)		(40	)
Total recognized in other comprehensive income		(105	)		28			(17	)

Total recognized in net pension expense and other comprehensive income	$	(64	)	$	107		$	76

Assumptions used to determine benefit obligations and periodic pension expense for the Directors’ Plan for the years ended

December 31:

	2018	2017	2016
Weighted average discount rate for the benefit obligation	4.06%	3.42%	3.88%
Weighted average discount rate for periodic pension benefit expense	3.42%	3.88%	4.06%
Rate of increase in future compensation levels	n/a	n/a	n/a

The following benefit payments under the Directors’ Plan, which reflect expected future service, are expected to be paid for the years ending

December 31:

	Future Benefit Payments
	(In thousands)
2019	$	288
2020		288
2021		288
2022		288
2023		256
2024 – 2028		988

The Company expects to make payments of

$0.3

million under its Directors’ Plan in

2019.