Executive Stock Ownership Plan Agreement

Exhibit 10.7


AMENDED AND RESTATED
EXECUTIVE STOCK OWNERSHIP PLAN AGREEMENT


THIS AGREEMENT made and entered into this _____ day of March, 2003, as an amendment and restatement of Agreement dated March 28, 2002, by and between:


CITIZENS FIRST BANCORP, INC.,
a Delaware corporation,


"Company", - ----------------------------------------------


and


MARSHALL J. CAMPBELL,
--------------------
"Campbell".


W I T N E S S E T H T H A T:


WHEREAS, Company and its wholly owned subsidiary, Citizens First Savings Bank, "Bank," believe that it is in Company's best interest to align the financial interests of all employees of Company and Bank, including Campbell, with the financial interests of Company's shareholders;


WHEREAS, Campbell has been excluded as a participant under Bank's Employee Stock Ownership Plan (the "ESOP"), thereby increasing the number of Company shares to be allocated annually among the other employees of Company and Bank;


WHEREAS, Company wishes to provide to Campbell the stock benefits he would have received under the ESOP, and to do so without the limitations on the amount of Campbell's compensation that may be taken into account;


NOW THEREFORE it is hereby agreed that:


1. Establishment of Account. Company shall establish a bookkeeping


account in the name of Campbell (the "Account") to which it shall credit deferred compensation units ("Units") on the terms and conditions set forth herein.


2. Number of Units; Timing of Crediting of Units.


(a) The number of Units to be credited to the Account shall be the
number of common shares of Company that would have been allocated to
Campbell under the Citizens First Savings Bank Employee Stock Ownership
Plan (the "ESOP") if he were a participant thereof commencing as of
March 7, 2001, rounded to the nearest whole number of shares; provided
that in computing the number of shares which would have been allocated
under the ESOP (1) the limitations on Annual Additions and the
limitations of Code Section 401(a)(17) shall be disregarded; and (2)
"Compensation" shall mean Campbell's wages for the applicable year from
Company and Bank within the meaning of Internal Revenue Code ("Code")
Section 3401(a) (for purposes of income tax withholding at the source)
but determined without regard to any rules that limit the remuneration
included in wages based on the nature or location of the employment or
the services performed, plus all amounts which are contributed by
Campbell pursuant to a salary reduction agreement which are not
includable in the gross income of Campbell under Code Section 125,
132(F)(4), and 402(e)(3), plus all amounts electively deferred by
Campbell under all non-qualified plans maintained by Company and/or
Bank.


(b) Company shall credit to the Account the number of Units determined
pursuant to subsection (a) above (the "Yearly Credited Units") at the
later of (i) March 31 of each year with regard to the prior year ended
December 31, or (ii) ten days after the date the allocation report for
participants under the ESOP is delivered to the ESOP Trustee with
regard to such prior year (the later of (i) or (ii) will be referred to
herein as the "Yearly Credit Date").


3. Adjustments to Account; Dividends. During the term of this Agreement the number of Units credited to the Account shall be adjusted to reflect stock splits (if any) or other changes in the capital structure of Company, so that the number of Units credited to the Account is equal to the number of common shares of Company a participant in the ESOP would have allocated to his ESOP account at any time, assuming the same number of shares had been allocated to his ESOP account. In the event dividends are declared on t ...