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     3. **Location of Performance of Duties.** It is anticipated that Employee will performher job duties at the corporate offices located in Madison, Wisconsin no less than three (3) daysper work week and the other days during the work week at remote locations as approved by the CEO.However, the CEO reserves the right to increase the days to be worked at the corporate officesbased special circumstances as determined by the CEO.     4. **Conduct.** The Employee shall at all times during her employment by the Company:          4.1 Observe and conform to all federal, state and local laws;          4.2 Comply with all of the Company’s employment policies applicable to employees, includingthe Company’s then-current Employee Handbook (the **“Employee Handbook”**);          4.3 All reasonable directions and orders of the CEO and/or his designee;          4.4 Otherwise act in a professional manner, setting the example of excellence to theworkforce, government officials and agencies, and community.     5. **Reports****.**The Employee shall prepare any reports as requested by the CEO and/or hisdesignee on a timely basis.     6. **Term of Employment and Compensation****.**          6.1 Term of Employment. The Company shall employ Employee for a period of one (1)year, commencing on August 1, 2010 and ending on August 31, 2011, except as otherwise provided.          6.2 Salary. The Employee’s salary shall be $432,000 per annum, payable at the rate of$36,000 per month in accordance with the Company’s normal payroll procedures.          6.3 EESA/ARRA. The Agreement is intended to comply with rules and regulationspertaining to executive compensation under the Emergency Economic Stabilization Act of 2008 (EESA),as amended by the American Recovery and Reinvestment Act of 2009 (the ARRA) and any amendmentsthereto and regulations which may have impact on the Agreement, including those regulations whichbecame effective upon issuance by the U.S. Department of Treasury as 31 C.F.R. Part 30 on or aboutJune 15, 2009 (the “Regulations”). Effective during the period in which any obligation of theEmployers arising from financial assistance provided under the United States Treasury’s TroubledAssets Relief Program (TARP) remains outstanding (but not including any period during which theFederal Government only holds warrants to purchase common stock of the Company), such that theCompany is subject to Section 111 of EESA (the “TARP Participation Period”), Employers shall not,and shall not be obligated to, pay or accrue any bonus, retention award or incentive compensationor make any payment for Employee’s departure from the Employers for any reason (except for paymentsfor services performed or benefits accrued) to or for Executive to the extent prohibited by Section111 of EESA or the Regulations. If in the opinion of tax or regulatory counsel selected byEmployers and acceptable to Executive, it is necessary to limit or reduce Employee’s compensationpursuant to this Section 8(iii), the Company shall take all reasonable steps to restructure thisAgreement
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and Employee’s compensation and benefits in a manner intended to compensate the Employeeaccording to the original provisions and intent of this Agreement. This restructuring may, to theextent permissible under EESA and/or the Regulations, include (a) delaying payments during the TARPParticipation Period to a time when the Company is no longer subject to Section 111 of EESA, or (b)implementing payments or programs not originally contemplated by the parties. If in the opinion ofsuch counsel there are payments or amounts not capable of restructuring, such amounts or paymentsshall be deemed waived by Employee and Employee agrees to accept such waiver; provided, however,that if Employee believes such opinion to be incorrect, (A) Employers shall pay to the Employee themaximum amount of payments and benefits which such opinion indicates there is a high probability donot result in any such payment and benefits being in violation of EESA and/or the Regulations, and(B) Employers may request, and Employee shall have the right to demand, that Employers request aruling from the IRS or other applicable regulatory authority as to whether the disputed paymentshave such consequences. Any such request for a ruling shall be promptly prepared and filed by theEmployers, but in no event later than thirty (30) days from the date of the Employee’s request asreferred to above, and shall be subject to Employee’s approval prior to filing, which shall not beunreasonably withheld. Employers and Employee agree to be bound by any ruling received and to makeappropriate payments to each other to reflect the impact of EESA and the Regulations on paymentsmade or to be made as reflected by such rulings, together with interest at the applicable federalrate provided for in Section 7872(f)(2) of the Code.     In the event the Employers cease to be subject to ARRA and/or Section 111 of EESA and theRegulations for any reason, any limitations on amounts or payments to Employee imposed by thisSection 6.3 shall cease to be effective. The parties to this Agreement recognize that furtherregulations under AARA and EESA, in addition to the Regulations, may affect the amounts that may bepaid under this Agreement and agree that, upon issuance of any such further regulations thisAgreement may be modified as is in good faith deemed necessary in light of the provisions of suchregulations to achieve the intent and purposes of this Agreement, and that consent to suchmodifications shall be unreasonably withheld.     7. **Expense Reimbursement****.**During the term of this Agreement, the Company shallreimburse the Employee for all reasonable and necessary out-of-pocket expenses incurred, such as,mileage for commuting at the IRS approved rate, lodging, meals and other travel-related expenses orother expense as determined by the Company with the Company’s prior written approval, by theEmployee in connection with the performance of her duties hereunder, upon the presentation ofproper accounts therefore in accordance with the Company’s policies. Such reimbursement will bedue within ten (10) days after the Company’s receipt of Employee’s request for reimbursement.     8. **Benefits****.**During the term of this Agreement, the Employee shall be entitled to theemployee benefits as provided in the Employee Handbook, dated October 1, 2009. Employee, if shesatisfies the conditions for eligibility, will be eligible to receive such other benefits that areavailable to employees with the similar job title and job classification as Employee, includingstock options and restricted stock as is authorized and approved by the Board of Directors.     9. **Termination of Employment****.**Employee’s employment, whether by the Employee or theCompany, may be terminated before the end of the term of the Agreement, as follows:
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 (a) By Company for Cause. Employee can be terminated bythe Company’s Board of Directors or CEO at any time by written notice duringthe term of this Agreement for “Cause”, which shall include termination becauseof Employee’s personal dishonesty, incompetence, willful misconduct, breach offiduciary duty involving personal profit, intentional failure to perform statedduties, willful violation of any law, rule, or regulation (other than trafficviolations or similar offenses) or final cease and desist order, or materialbreach of any provision of this contract. Should Employee be terminated forCause under this provision, Employee will not be eligible to receive anyfurther compensation or benefits for any period after such termination.  (b) By Employee Resignation. If Employee voluntarilyresigns from the Company, Employee agrees to give at least thirty (30) dayswritten notice to the Company. Employee agrees to continue to provide servicesconsistent with the terms of this Agreement throughout the thirty (30) daynotice period and also to work with the Company, CEO, and any person designatedby the CEO as a replacement for Employee to (i) wind up those matters withwhich Employee is involved which are capable of resolution within the noticeperiod, and (ii) assist in the training of a replacement and in thetransitioning of those matters not capable of being wound up within the noticeperiod. In consideration of continuing to provide such services, together withproviding assistance in the winding up and transitioning of matters, andcontingent upon Employee providing the same during the entire thirty (30) dayperiod, the Company agrees to pay Employee an amount equal to one month’ssalary for such services.  (c) Suspension or Termination Required by the OTS or FDIC.   (A) If Executive is suspended and/or temporarily prohibited fromparticipating in the conduct of the Employers’ affairs by a notice servedunder Section 8(e)(3), or Section 8(g)(1), of the Federal Deposit InsuranceAct [12 U.S.C. § 1818(e)(3) and (g)(l)], the Employers’ obligations underthe Agreement shall be suspended as of the date of service of the noticeunless stayed by appropriate proceedings. If the charges in the notice aredismissed, the Employers shall (i) pay Executive all of the compensationwithheld while their obligations under this Agreement were suspended, and(ii) reinstate such obligations as were suspended.   (B) If Executive is removed and/or permanently prohibited from participatingin the conduct of the Employers’ affairs by an order issued under Section8(e)(4) or Section 8(g)(1) of the Federal Deposit Insurance Act [12 U.S.C. §1818(e)(4) or (g)(1)], all obligations of the Employers under the Agreementshall terminate as of the effective date of the order, but vested rights ofthe contracting parties shall not be affected.   (C) If the Bank is in default as defined in Section 3(x)(1) of the FederalDeposit Insurance Act [12 U.S.C. 1813 (x)(1)], all obligations under the
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   Agreement shall terminate as of the date of default, but this paragraphshall not affect any vested rights of the Executive.   (D) All obligations under the Agreement shall be terminated, except to theextent determined that continuation of the contract is necessary for theEmployers’ continued operations (i) by the Director of the OTS, or his orher’ designee at the time the FDIC or Resolution Trust Corporation (“RTC”)enters into an agreement to provide assistance to or on behalf of theEmployers under the authority contained in Section 13(c) of the FederalDeposit Insurance Act or (ii) by the Director of the OTS, or his or herdesignee, at the time it approves a supervisory merger to resolve problemsrelated to operation of the Employers or when the Employers are determinedby the Director of the OTS to be in an unsafe or unsound condition. Anyrights of the parties that have already vested, however, shall not beaffected by such action.   (E) In the event that 12 C.F.R. § 563.39, or any successor regulation, isrepealed, this Section 9(c) shall cease to be effective on the effectivedate of such repeal. In the event that 12 C.F.R. § 563.39, or any successorregulation, is amended or modified, this Agreement shall be revised toreflect the amended or modified provisions if: (1) the amended or modifiedprovision is required to be included in this Agreement; or (2) if not sorequired, the Executive requests that the Agreement be so revised.     10. **Confidential Information****.**          10.1 Non-Disclosure. Employee acknowledges that AnchorBank is engaged in a highlycompetitive industry which draws customers primarily from the local communities both in andsurrounding the locations of its corporate and branch offices throughout the State of Wisconsin.AnchorBank has a proprietary interest in its information, including without limitation, data andplans pertaining to marketing/strategic/business planning, pricing information, training, andpersonnel information, all of which are highly confidential and/or constitute trade secrets.Employee further acknowledges that AnchorBank obtains and compiles, at significant expense, highlysensitive customer information, including, but not limited to, customer names, addresses, telephonenumbers, social security numbers, account numbers, and asset and/or investment information, such asname, nature and amount of assets, date of transactions and other such information and thatAnchorBank has developed and implemented comprehensive security measures to protect suchinformation from unauthorized disclosure, which are required under federal, specifically, the GrammLeach Bliley Statute, and implementing regulations, known as Regulation P — Privacy of ConsumerFinancial Information.          10.2 Employee acknowledges that such confidential and proprietary information is contained atAnchorBank’s offices, in AnchorBank’s computer network systems, and other electronic communicationdevices which Employee may be given access.          10.3 Employee acknowledges that such confidential and proprietary information is owned andshall continue to be owned by AnchorBank. Except as provided in this paragraph, Employee agrees:
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     10.3.1 During the term of her employment and for a period of one (1) year after suchemployment terminates, not to use such information for any purpose whatsoever or to divulgesuch information to any person other than AnchorBank or persons to whom AnchorBank has givenits consent unless such information has already become common knowledge or unless Employeeis compelled to disclose it by governmental process;     10.3.2 To the extent that such information constitutes information protected by theUniform Trade Secrets Act, Section 134.90, Wis. Stats., Employee agrees not to use ordivulge such information, during the term of her employment and thereafter indefinitely,until such information is no longer protected by the foregoing statute or unless AnchorBankhas given its consent;     10.3.3 To the extent that such information constitutes information protected by theGramm Leach Bliley Statute, Employee agrees not to use or divulge customer personalinformation, such as, social security numbers, account numbers, and asset and/or investmentinformation, such as name, nature and amount of assets, date of transactions and other suchinformation, during the term of his/her employment and thereafter indefinitely.          10.4 Upon termination, all documents and information listed in paragraph 10.1 shall bereturned to AnchorBank, unless otherwise authorized by AnchorBank. To the extent the propertybelongs to any other affiliate of AnchorBank, AnchorBank will forward the information to theaffiliate.          10.5 Employee agrees not to make any copies of any trade secret or confidential informationfor use outside of AnchorBank’s office except as specifically authorized in writing by AnchorBank.          10.6 Notice of Disclosure. In the event that the Employee is required, by oralquestions, interrogatories, requests for information or documents, subpoena, civil investigativedemand or similar process, to disclose any confidential material relating to the Company, theEmployee shall provide the Company with prompt notice thereof so that the Company may seek anappropriate protective order and/or waive compliance by the Employee with the provisions hereof;provided, however, that if in the absence of a protective order or the receipt of such a waiver,the Employee is, in the opinion of counsel for the Company or the Employee, compelled to discloseconfidential material not otherwise disclosable hereunder to any legislative, judicial orregulatory body, agency or authority, or else be exposed to liability for contempt, fine or penaltyor to other censure, such confidential material may be so disclosed.     11. **Discoveries and Inventions.** Employee agrees that all inventions, designs,improvements, writings, research, analysis, and discoveries made during the term of this Agreementand pertaining to the business conducted by AnchorBank shall be the exclusive property ofAnchorBank, as determined solely by AnchorBank. Employee shall assist AnchorBank in obtainingpatents, trademarks, service marks and/or copyrights on all such inventions, designs, improvements,writings and discoveries deemed suitable for patent, trademark, service mark, or copyright byAnchorBank, and shall execute all documents and do
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all things necessary to obtain letters, patents, or copyrights, vest AnchorBank with full andexclusive title thereto, and protect the same against infringements by others.     12. **Goodwill****.**At no time, may Employee take any action or make any statement theeffect of which is intended to disparage the goodwill of the Company or the business reputation orgood name of the Company, its officers, directors or employees, or be otherwise detrimental to theCompany.     13. **Equitable Relief/Court Jurisdiction****.**In the event of a breach or threatenedbreach of this Agreement, the non-breaching party shall be entitled to pre-judgment injunctiverelief or similar equitable relief (and the breaching party shall reimburse the Company for thecosts and reasonable attorneys’ fees of procuring such an injunction or relief) restraining thebreaching party from committing or continuing any such breach or threatened breach or grantingspecific performance of any act required to be performed, without the necessity of showing anyactual damage or that money damages would not afford an adequate remedy and without the necessityof posting any bond or other security. The parties also hereby consent to the jurisdiction of theFederal courts located in the Western District of Wisconsin and the state courts located in DaneCounty for any proceedings under this Agreement. Nothing herein shall be construed as prohibitingeither party from pursuing any other remedies at law or in equity which it may have.     14. **Successors and Assigns****.**The Employee may not assign this Agreement or any partthereof.     15. **Governing Law****.**This Agreement shall be deemed a contract made under, and for allpurposes shall be construed in accordance with, the laws of the State of Wisconsin applicable tocontracts to be performed entirely within such State.     16. **Entire Agreement****.**This Agreement contains all the understandings andrepresentations between the parties hereto pertaining to the subject matter hereof and itsupersedes all undertakings and agreements, whether oral or in writing, if there be any, previouslyentered into by them with respect thereto.     17. **Amendment****.**No modification, amendment or addition to this Agreement will be validor enforceable unless it is in writing and signed by both parties.     18. **Waiver****.**Failure to insist upon the full performance of an obligation or failureto exercise rights under this Agreement shall not constitute a waiver as to future defaults orexercise of rights.     19. **Notices****.**All notices, demands and other communications which may or are requiredto be given under this Agreement must be in writing, must be given either by personal delivery orby registered or certified mail and will be deemed to have been given when personally delivered orwhen deposited in the mail, postage prepaid, addressed to the residence of Employee or her legalrepresentative or to the business address of the Company, as the case may be, or to such otheraddresses either party may designate by written notice to the other party.
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     20. **Severability****.**The invalidity or unenforceability of any particular provision ofthis Agreement shall not affect the other provisions hereof and this Agreement shall be construedin all respects as if such invalid or unenforceable provisions were omitted.     21. **Survivorship****.**The respective rights and obligations of the parties hereundershall survive any termination of this Agreement to the extent necessary to the intendedpreservation of such rights and obligations.     22. **Counterparts****.**This Agreement may be executed in counterparts, both of which shallbe deemed an original, but all of which taken together shall constitute one and the sameinstrument.
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     **IN WITNESS WHEREOF,**the parties hereto have executed this Agreement on the date first abovewritten.         **ANCHORBANK FSB**           By:             Chris Bauer, Chief Executive Officer           **EMPLOYEE:**                Martha Hayes, Chief Credit Risk Officer  
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