**Exhibit10.12**

 

**ELGIN FINANCIAL SAVINGS BANKSUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT**

 

THIS AGREEMENT is adoptedthis 28 day of June, 2002, by and between ELGIN FINANCIAL SAVINGS BANK, aState/Stock Savings Bank located in Elgin, Illinois (the “Company”), and LEOFLANAGAN (the “Executive”).

 

**INTRODUCTION**

 

To encourage theExecutive to remain an employee of the Company, the Company is willing toprovide salary continuation benefits to the Executive.  The Company will pay the benefits from itsgeneral assets.

 

**AGREEMENT**

 

The Company and theExecutive agree as follows:

 

**Article 1Definitions**

 

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

 

1.1           *“Changeof Control”* means:

 

(a)           A change in the ownership of thecapital stock of the Company, whereby another corporation, person, or groupacting in concert (hereinafter this Agreement shall collectively refer to anycombination of these three [another corporation, person, or group acting inconcert] as a “Person”) as described in Section 14(d)(2) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), acquires, directly orindirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) of a number of shares of capital stock of theCompany  which constitutes fifty percent(50%) or more of the combined voting power of the Company’s then outstandingcapital stock then entitled to vote generally in the election of directors; or

 

(b)           The persons who were members of theBoard of Directors of the Company immediately prior to a tender offer, exchangeoffer, contested election or any combination of the foregoing, cease toconstitute a majority of the Board of Directors; or

 

(c)           The adoption by the Board ofDirectors of the Company of a merger, consolidation or reorganization planinvolving the Company in which the Company is not the surviving entity, or asale of all or substantially all of the assets of the Company.  For purposes of this Agreement, a sale ofall or substantially all of the assets of the Company shall be deemed to occurif any Person

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acquires (or during the 12-month period ending on the date of the mostrecent acquisition by such Person, has acquired) gross assets of the Companythat have an aggregate fair market value equal to fifty percent (50%) or moreof the fair market value of all of the respective gross assets of the Companyimmediately prior to such acquisition or acquisitions; or

 

(d)           A tender offer or exchange offer ismade by any Person which results in such Person beneficially owning (within themeaning of Rule 13d-3 promulgated under the Exchange Act) either fifty percent(50%) or more of the Company’s outstanding shares of Common Stock or shares ofcapital stock having fifty percent (50%) or more the combined voting power ofthe Company’s then outstanding capital stock (other than an offer made by theCompany), and sufficient shares are acquired under the offer to cause suchperson to own fifty percent (50%) or more of the voting power; or

 

(e)           Any other transactions or series ofrelated transactions occurring which have substantially the same effect as thetransactions specified in any of the preceding clauses of this Section 1.1.

 

Notwithstanding the above, certaintransfers are permitted within Section 318 of the Code and such transfers shallnot be deemed a Change of Control under this Section 1.1.

 

1.2           “*Code*” means the Internal Revenue Code of1986, as amended.

 

1.3           “*Disability*” means the Executive’ssuffering a sickness, accident or injury which has been determined by thecarrier of any individual or group disability insurance policy covering theExecutive, or by the Social Security Administration, to be a disabilityrendering the Executive totally and permanently disabled.  The Executive must submit proof to theCompany of the carrier’s or Social Security Administration’s determination uponthe request of the Company.

 

1.4           *“EarlyTermination”*means the Termination of Employment before Normal Retirement Age for reasonsother than death, Disability, Termination for Cause or following a Change ofControl.

 

1.5           “*Early Termination Date*” means the month,day and year in which Early Termination occurs.

 

1.6           “*Effective Date*” means May 31, 2002.

 

1.7           “*Normal Retirement Age*” means theExecutive’s 65th birthday.

 

1.8           “*Normal Retirement Date*” means the later ofthe Normal Retirement Age or Termination of Employment.

 

1.9           “*Plan**Year*” means a twelve-month periodcommencing on January 1 and ending on December 31 of each year.  The initial Plan Year shall commence on theeffective date

 

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of this Agreement.

 

1.10         *“**Terminationfor Cause*” See Article 5.

 

1.11         “*Termination of Employment*” means that theExecutive ceases to be employed by the Company for any reason, voluntary orinvoluntary, other than by reason of a leave of absence approved by theCompany.

 

1.12         “*Years of Employment*” means the totalnumber of twelve-month periods during which the Executive has been employed bythe Company.  The Executive was hired bythe Company in June, 1996.

 

**Article2Lifetime Benefits**

 

2.1           *Normal Retirement Benefit*.  Upon Termination of Employment on or afterthe Normal Retirement Age****for reasons other than death, the Companyshall pay to the Executive the benefit described in this Section 2.1 in lieu ofany other benefit under this Agreement.

 

2.1.1          *Amount of Benefit*.  The annual benefit under this Section 2.1 is$41,900  (Forty-one thousand ninehundred dollars).  The Company’s Boardof Directors, in its sole discretion, may increase the annual benefit underthis Section 2.1.1; however, an increase shall require the recalculation ofSchedule A.

 

2.1.2        *Payment of Benefit*.  The Company shall pay the annual benefit tothe Executive in 12 equal monthly installments commencing with the monthfollowing the Executive’s Normal Retirement Date, paying the annual benefit tothe Executive for a period of 15 years.

 

2.1.3        *Benefit Increases*.  Commencing on the first anniversary of thefirst benefit payment, and continuing on each subsequent anniversary, theCompany’s Board of Directors, at its sole discretion, may increase the benefit.

 

2.2           *Early Termination Benefit*.  Upon Early Termination, the Company shallpay to the Executive the benefit described in this Section 2.2 in lieu of any otherbenefit under this Agreement.

 

2.2.1        *Amount of Benefit*.  The benefitunder this Section 2.2 is the Early Termination annual Installment set forth onSchedule A for the Plan Year ending immediately prior to the Early TerminationDate, determined by one of the following two methods:  a) if the Executive has completed ten (10) Years of Employmentupon the Effective Date of this Agreement, the Executive shall be vested in 50percent of the Accrual Balance set forth on Schedule A for the first Plan Yearand vest in the remaining 50 percent equally over the remaining Plan Yearsuntil Normal Retirement Age, unless otherwise illustrated on Schedule A; or b)if the Executive has completed less than ten (10) Years of Employment upon theEffective Date of this Agreement, the Executive shall be zero percent vesteduntil completing five (5) Years of

 

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Employment and then vestequally over the remaining Plan Years Until Normal Retirement Age.  An increase in the annual benefit underSection 2.1.1 shall require the recalculation of this benefit on ScheduleA.  This benefit is determined bycalculating a 15-year fixed annuity from the vested Accrual Balance, creditinginterest on the unpaid balance at an annual rate of 7.50 percent, compoundedmonthly.

 

2.2.2        *Payment of Benefit*.  The Companyshall pay the annual benefit to the Executive in 12 equal monthly installmentscommencing with the month following Termination of Employment, paying theannual benefit to the Executive for a period of 15 years.

 

2.2.3        *Benefit Increases*.  Benefit payments may be increased asprovided in Section 2.1.3.

 

2.3           *DisabilityBenefit.*  If the Executive terminates employment dueto Disability prior to Normal Retirement Age, the Company shall pay to theExecutive the benefit described in this Section 2.3 in lieu of any otherbenefit under this Agreement.

 

2.3.1*        Amount of Benefit.*  The benefit under this Section 2.3 is theDisability annual Installment set forth on Schedule A for the Plan Year endingimmediately prior to the date in which Termination of Employment occurs (exceptduring the first Plan Year, the benefit is the amount set forth for Plan Year1), determined by one of the following two methods:  a) if the Executive has completed ten (10) Years of Employmentupon the Effective Date of this Agreement, the Executive shall be vested in 50percent of the Accrual Balance set forth on Schedule A for the first Plan Yearand vest in the remaining 50 percent equally over the remaining Plan Yearsuntil Normal Retirement Age, unless otherwise illustrated on Schedule A; or b)if the Executive has completed less than ten (10) Years of Employment upon theEffective Date of this Agreement, the Executive shall be zero percent vesteduntil completing five (5) Years of Employment and then vest equally over theremaining Plan Years Until Normal Retirement Age.  An increase in the annual benefit under Section 2.1.1 wouldrequire the recalculation of the Disability benefit on Schedule A.  This benefit is determined by calculating a15-year fixed annuity from the vested Accrual Balance, crediting interest onthe unpaid balance at an annual rate of 7.50 percent, compounded monthly.

 

2.3.2        *Payment of Benefit.*  The Companyshall pay the annual benefit to the Executive in 12 equal monthly installmentscommencing with the month following Termination of Employment, paying theannual benefit to the Executive for a period of 15 years.

 

2.3.3        *Benefit Increases*.  Benefit payments may be increased asprovided in Section 2.1.3.

 

2.4*           Changeof Control Benefit*.  Upon aChange of Control, the Company shall pay to the Executive the benefit describedin this Section 2.4 in lieu of any other benefit under this Agreement.

 

2.4.1*        Amount of Benefit.*  The benefit under this Section 2.4 is theChange of Control

 

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annual Installment setforth on Schedule A for the Plan Year ending immediately prior to the date inwhich Termination of Employment occurs (except during the first Plan Year, thebenefit is the amount set forth for Plan Year 1), determined by vesting theExecutive in the Normal Retirement Benefit described in Section 2.1.1.

 

2.4.2        *Payment of Benefit**.******* The Company shall pay the annual benefit to the Executive in 12equal monthly installments commencing with the month following NormalRetirement Age, paying the annual benefit to the Executive for a period of 15years.

 

2.4.3        *Benefit Increases*.  Benefit payments may be increased asprovided in Section 2.1.3.

 

2.4.4        *Excess Parachute Payment*. Notwithstanding any provision of this Agreement to the contrary, theCompany shall not pay any benefit under this Agreement to the extent thebenefit would create an excise tax under the excess parachute rules of Section280G of the Code.

 

**Article 3Death Benefits**

 

3.1           *Death During Active Service*.  If the Executive dies while in the activeservice of the Company, the Company shall pay to the Executive’s beneficiarythe benefit described in this Section 3.1. This benefit shall be paid in lieu of the benefits under Article 2.

 

3.1.1        *Amount of Benefit*.  The annual benefit under this Section 3.1 isthe Normal Retirement Benefit amount described in Section 2.1.1.

 

3.1.2        *Payment of Benefit*.  The Company shall pay the annual benefit tothe Executive’s beneficiary in 12 equal monthly installments commencing withthe month following the Executive’s death, paying the annual benefit to theExecutive’s beneficiary for a period of 15 years.

 

3.2           *Death During Payment of a Lifetime Benefit*.  If the Executive dies after any LifetimeBenefit payments have commenced under this Agreement but before receiving allsuch payments, the Company shall pay the remaining benefits to the Executive’sbeneficiary at the same time and in the same amounts they would have been paidto the Executive had the Executive survived.

 

3.3           *Death After Termination of Employment But Before Payment of a LifetimeBenefit Commences.*** **Ifthe Executive is entitled to a Lifetime Benefit under this Agreement, but diesprior to the commencement of said benefit payments, the Company shall pay thesame benefit payments to the Executive’s beneficiary that the Executive wasentitled to prior to death except that the benefit payments shall commence onthe first day of the month following the date of the Executive’s death.

 

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**Article 4Beneficiaries**

 

4.1           *Beneficiary Designations*.  The Executive shall designate a beneficiaryby filing a written designation with the Company.  The Executive may revoke or modify the designation at any time byfiling a new designation.  However,designations will only be effective if signed by the Executive and received bythe Company during the Executive’s lifetime. The Executive’s beneficiary designation shall be deemed automaticallyrevoked if the beneficiary predeceases the Executive, or if the Executive namesa spouse as beneficiary and the marriage is subsequently dissolved.  If the Executive dies without a validbeneficiary designation, all payments shall be made to the Executive’s estate.

 

4.2           *Facility of Payment*.  If a benefit is payable to a minor, to aperson declared incompetent, or to a person incapable of handling thedisposition of his or her property, the Company may pay such benefit to theguardian, legal representative or person having the care or custody of suchminor, incompetent person or incapable person. The Company may require proof of incompetence, minority or guardianshipas it may deem appropriate prior to distribution of the benefit.  Such distribution shall completely dischargethe Company from all liability with respect to such benefit.

 

**Article 5General Limitations**

 

5.1           *Termination for Cause*.  Notwithstanding any provision of thisAgreement to the contrary, the Company shall not pay any benefit under thisAgreement if the Company terminates the Executive’s employment for:

 

(a)           Conviction of a felony or of a grossmisdemeanor involving moral turpitude; or

(b)           Fraud, disloyalty, dishonesty orwillful violation of any law or significant Company policy committed inconnection with the Executive’s employment and resulting in an adverse effecton the Company.

 

5.2           *Suicide or Misstatement*.  The Company shall not pay any benefit underthis Agreement if the Executive commits suicide within three years after thedate of this Agreement.  In addition,the Company shall not pay any benefit under this Agreement if the Executive hasmade any material misstatement of fact on an employment application or resumeprovided to the Company, or on any application for any benefits provided by theCompany to the Executive.

 

**Article 6Claims and Review Procedure**

 

6.1           *ClaimsProcedure*.  Any person orentity (“claimant”) who has not received benefits under this Agreement that heor she believes should be paid shall make a claim for such benefits as

 

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follows:

 

6.1.1        *Initiation– Written Claim*.  Theclaimant initiates a claim by submitting to the Company a written claim for thebenefits.

 

6.1.2        *Timingof Company Response.*  TheCompany shall respond to such claimant within 90 days after receiving theclaim.  If the Company determines thatspecial circumstances require additional time for processing the claim, theCompany can extend the response period by an additional 90 days by notifyingthe claimant in writing, prior to the end of the initial 90-day period, that anadditional period is required.  Thenotice of extension must set forth the special circumstances and the date bywhich the Company expects to render its decision.

 

6.1.3        *Noticeof Decision*.  If the Companydenies part or all of the claim, the Company shall notify the claimant inwriting of such denial.  The Companyshall write the notification in a manner calculated to be understood by theclaimant.  The notification shall setforth:

 

(a)           The specific reasons for the denial;

(b)           A reference to the specificprovisions of the Agreement on which the denial is based;

(c)           A description of any additionalinformation or material necessary for the claimant to perfect the claim and anexplanation of why it is needed;

(d)           An explanation of the Agreement’sreview procedures and the time limits applicable to such procedures; and

(e)           A statement of the claimant’s rightto bring a civil action under ERISA Section 502(a) following an adverse benefitdetermination on review.

 

6.2           *ReviewProcedure*.  If the Companydenies part or all of the claim, the claimant shall have the opportunity for afull and fair review by the Company of the denial, as follows:

 

6.2.1        *Initiation– Written Request*.  Toinitiate the review, the claimant, within 60 days after receiving the Company’snotice of denial, must file with the Company a written request for review.

 

6.2.2        *AdditionalSubmissions – Information Access*. The claimant shall then have the opportunity to submit written comments,documents, records and other information relating to the claim.  The Company shall also provide the claimant,upon request and free of charge, reasonable access to, and copies of, alldocuments, records and other information relevant (as defined in applicableERISA regulations) to the claimant’s claim for benefits.

 

6.2.3        *Considerationson Review*.  In consideringthe review, the Company shall take into account all materials and informationthe claimant submits relating to the claim, without regard to whether suchinformation was submitted or considered in the initial benefit determination.

 

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6.2.4        *Timingof Company Response*.  TheCompany shall respond in writing to such claimant within 60 days afterreceiving the request for review.  Ifthe Company determines that special circumstances require additional time forprocessing the claim, the Company can extend the response period by anadditional 60 days by notifying the claimant in writing, prior to the end ofthe initial 60-day period, that an additional period is required.  The notice of extension must set forth thespecial circumstances and the date by which the Company expects to render itsdecision.

 

6.2.5        *Noticeof Decision*.  The Companyshall notify the claimant in writing of its decision on review.  The Company shall write the notification ina manner calculated to be understood by the claimant.  The notification shall set forth:

 

(a)           The specific reasons for the denial;

(b)           A reference to the specificprovisions of the Agreement on which the denial is based;

(c)           A statement that the claimant isentitled to receive, upon request and free of charge, reasonable access to, andcopies of, all documents, records and other information relevant (as defined inapplicable ERISA regulations) to the claimant’s claim for benefits; and

(d)           A statement of the claimant’s rightto bring a civil action under ERISA Section 502(a).

 

**Article 7Amendments and Termination**

 

This Agreement may beamended or terminated only by a written agreement signed by the Company and theExecutive.

 

Notwithstanding theprevious paragraph in this Article 7, the Company may amend or terminate thisAgreement at any time if, pursuant to legislative, judicial or regulatoryaction, continuation of the Agreement would (i) cause benefits to be taxable tothe Executive prior to actual receipt, or (ii) result in significant financialpenalties or other significantly detrimental ramifications to the Company (otherthan the financial impact of paying the benefits). However, in no event shallthis Agreement be terminated under this section without payment to theExecutive of any vested benefit.

 

**Article 8Miscellaneous**

 

8.1           *Binding Effect*.  This Agreement shall bind the Executive and the Company, andtheir beneficiaries, survivors, executors, successors, administrators andtransferees.

 

8.2           *No Guarantee of Employment*.  This Agreement is not an employment policyor contract.  It does not give theExecutive the right to remain an employee of the Company, nor does it interfere

 

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with the Company’s right to discharge the Executive.  It also does not require the Executive toremain an employee nor interfere with the Executive’s right to terminateemployment at any time.

 

8.3           *Non-Transferability*. Benefits under this Agreement cannot besold, transferred, assigned, pledged, attached or encumbered in any manner.

 

8.4           *Reorganization. *The Company shall not merge or consolidate into or withanother company, or reorganize, or sell substantially all of its assets toanother company, firm, or person unless such succeeding or continuing company,firm, or person agrees to assume and discharge the obligations of the Companyunder this Agreement.  Upon theoccurrence of such event, the term “Company” as used in this Agreement shall bedeemed to refer to the successor or survivor company.

 

8.5           *Tax Withholding*.  The Company shall withhold any taxes that are required to bewithheld from the benefits provided under this Agreement.

 

8.6           *Applicable Law*.  The Agreement and all rights hereunder shall be governed by thelaws of the State of Illinois, except to the extent preempted by the laws ofthe United States of America.

 

8.7           *Unfunded Arrangement*.  The Executive and beneficiary are generalunsecured creditors of the Company for the payment of benefits under thisAgreement.  The benefits represent themere promise by the Company to pay such benefits.  The rights to benefits are not subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Companyto which the Executive and beneficiary have no preferred or secured claim.

 

8.8           *EntireAgreement. *This Agreement constitutes the entireagreement between the Company and the Executive as to the subject matterhereof.  No rights are granted to theExecutive by virtue of this Agreement other than those specifically set forthherein.

 

8.9           *Administration. *The Company shall have powers which are necessary toadminister this Agreement, including but not limited to:

 

(a)           Establishing and revising the methodof accounting for the Agreement;

(b)           Maintaining a record of benefitpayments; and

(c)           Establishing rules and prescribingany forms necessary or desirable to administer the Agreement.

 

8.10         *Named Fiduciary.*The Company shall be thenamed fiduciary and plan administrator under this Agreement.  It may delegate to others certain aspects ofthe management and operational responsibilities including the employment ofadvisors and the delegation of ministerial duties to qualified individuals.

 

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IN WITNESS WHEREOF, theExecutive and the Company have signed this Agreement.

 
| **EXECUTIVE:**        |   | **COMPANY:**                      |
|-----------------------|--------|-----------------------------------|
|                  |   |                              |
|                  |   | **ELGIN  FINANCIAL SAVINGS BANK** |
|                  |   |                              |
| **/s/  Leo Flanagan** |   | **By**                            | **/s/  Barrett J. O'Connor** |
| **Leo  Flanagan**     |   |                              |
|                  |   | **Title**                         | **President/CEO** |
|                       |        |                                   |  |  |

 

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**BENEFICIARY DESIGNATION**

 

**ELGIN FINANCIAL SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENTAGREEMENT**

 

**LEO FLANAGAN**

 

I designate the followingas beneficiary of any death benefits under this Agreement:

 

Primary:Carol M. Flanagan

 

 

Contingent:Ken Casroso and Sean Flanagan. Each as to undivided 50% interest.

 

 

**Note:  To name a trust as beneficiary, please provide the name of thetrustee(s) and the exact name and date of the trust agreement.**

 

I understand that I maychange these beneficiary designations by filing a new written designation withthe Company.  I further understand thatthe designations will be automatically revoked if the beneficiary predeceasesme, or, if I have named my spouse as beneficiary and our marriage issubsequently dissolved.

 

 
| Signature | /s/ Leo Flanagan |   |
|-----------|------------------|--------|
|      |             |
| Date      |             |   |
|           |                  |        |  |  |

 

 

Received by the Companythis 28th day of June, 2002.

 

 
| By     | /s/ Barrett J. O'Connor |   |
|--------|-------------------------|--------|
|   |                    |
| Title  | President/CEO           |   |
|        |                         |        |  |  |

 

 

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| Clark/Bardes  Consulting |   |   | **Elgin  Financial Savings Bank**                             |
|--------------------------|--------|--------|---------------------------------------------------------------|
| Banking  Practices       |   |   | **Supplemental  Executive Retirement Agreement - Schedule A** |

 

Leo Flanagan
|                                                                                                |
|-----------------------------------------------------------------------------------------------------|
| **DOB: 10/4/1942  Plan Anniv Date: 1/1/2003   Retirement Age: 65   Payments: Monthly Installments** |   | **Early Termination** |   | **Disability** |   | **Change of Control** |   | **Preretirement Death Benefit** |
|                                                                                                | **Installment** |   | **Installment** |   | **Installment** |   |   |
|                                                                                                | **Payable Immediately** |   | **Payable Immediately** |   | **Payable at 65** |   | **Installment** |
| **Period  Ending  Dec of**                                                                          |   | **Age** |   | **Benefit Level** |   | **Accrual Balance** |   | **Vesting** |   | **Based On Accrual** |   | **Vesting** |   | **Based On Accrual** |   | **Vesting** |   | **Based On Benefit** |   | **Based On Benefit** |
|                                                                                                |   |   |   | **(1)** |   | **(2)** |   | **(3)** |   | **(4)** |   | **(5)** |   | **(6)** |   | **(7)** |   | **(8)** |   | **(9)** |
| 2002(1)                                                                                             |   | 60 |   | 41,900 |   | 54,441 |   | 20 | % | 1,204 |   | 20 | % | 1,204 |   | 100 | % | 41,900 |   | 41,900 |
| 2003                                                                                                |   | 61 |   | 41,900 |   | 113,108 |   | 40 | % | 5,002 |   | 40 | % | 5,002 |   | 100 | % | 41,900 |   | 41,900 |
| 2004                                                                                                |   | 62 |   | 41,900 |   | 176,329 |   | 60 | % | 11,696 |   | 60 | % | 11,696 |   | 100 | % | 41,900 |   | 41,900 |
| 2005                                                                                                |   | 63 |   | 41,900 |   | 244,459 |   | 80 | % | 21,620 |   | 80 | % | 21,620 |   | 100 | % | 41,900 |   | 41,900 |
| 2006                                                                                                |   | 64 |   | 41,900 |   | 317,877 |   | 100 | % | 35,141 |   | 100 | % | 35,141 |   | 100 | % | 41,900 |   | 41,900 |
| Oct  2007                                                                                           |   |   |   | 41,900 |   | 379,012 |   | 100 | % | 41,900 |   | 100 | % | 41,900 |   | 100 | % | 41,900 |   | 41,900 |
| First Payment Date of November 1, 2007                                                              |

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(1) Assumes an implementation date of January1, 2002.  The first line reflects 12months of data, January 2002 through December 2002.

 

 

 

 

 

 

 
| /s/ Barrett J. O'Connor       |   | /s/ Leo Flanagan |   | June 28, 2002 |   |
|-------------------------------|--------|------------------|--------|---------------|--------|
| Elgin Financial Savings  Bank |   | Participant      |   | Date          |   |

 

 

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