**Exhibit10.17**

 

**ELGIN FINANCIAL SAVINGS BANKSUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT**

 

THIS AGREEMENT is adoptedthis 28th day of June, 2002, by and between ELGIN FINANCIAL SAVINGS BANK, aState/Stock Savings Bank located in Elgin, Illinois (the “Company”), and R.SCOTT REINING (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 1**

**Definitions**

 

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

 

1.1                                 *“Change of Control”* means:

 

(a)                                  A change in the ownership of the capitalstock of the Company, whereby another corporation, person, or group acting inconcert (hereinafter this Agreement shall collectively refer to any combinationof these three [another corporation, person, or group acting in concert] as a“Person”) as described in Section 14(d)(2) of the Securities Exchange Act of1934, as amended (the “Exchange Act”), acquires, directly or indirectly,beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act) of a number of shares of capital stock of the Company  which constitutes fifty percent (50%) ormore of the combined voting power of the Company’s then outstanding capitalstock then entitled to vote generally in the election of directors; or

 

(b)                                 The persons who were members of the Boardof 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 of Directors ofthe Company of a merger, consolidation or reorganization plan involving theCompany in which the Company is not the surviving entity, or a sale of all orsubstantially all of the assets of the Company.  For purposes of this Agreement, a sale of all or substantiallyall of the assets of the Company shall be deemed to occur if 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 is madeby 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, certain transfers are permitted withinSection 318 of the Code and such transfers shall not be deemed a Change ofControl 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                                 *“Early Termination”* means the Termination of Employment before NormalRetirement Age for reasons other than death, Disability, Termination for Causeor following a Change of Control.

 

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

 

1.6                                 “*Effective Date*” means January 1, 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 each 12-month period from theEffective Date.

 

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1.10                           *“**Termination for 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, 1999.

 

**Article2Lifetime Benefits**

 

2.1                                 *Normal Retirement Benefit*.  UponTermination of Employment on or after the Normal Retirement Age****forreasons other than death, the Company shall pay to the Executive the benefitdescribed in this Section 2.1 in lieu of any other benefit under thisAgreement.

 

2.1.1                        *Amount of Benefit*.  The annualbenefit under this Section 2.1 is $53,900 (Fifty-three thousand nine hundred dollars).  The Company’s Board of Directors, in its sole discretion, mayincrease the annual benefit under this Section 2.1.1; however, an increaseshall require the recalculation of Schedule A.

 

2.1.2                        *Payment of Benefit*.  The Companyshall pay the annual benefit to the Executive in 12 equal monthly installments *commencing*with the month following the Executive’s Normal Retirement Date, paying theannual benefit to the Executive for a period of 15 years.

 

2.1.3                        *Benefit Increases*.  Commencingon the first anniversary of the first benefit payment, and continuing on eachsubsequent *anniversary*,the Company’s Board of Directors, at its sole discretion, may increase thebenefit.

 

2.2                                 *Early Termination Benefit*.  Upon EarlyTermination, the Company shall pay to the Executive the benefit described inthis Section 2.2 in lieu of any other benefit 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 Employment and then vest equally over theremaining Plan Years Until Normal Retirement Age.  An increase in the annual benefit under Section 2.1.1 shallrequire the recalculation of

 

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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, compounded monthly.

 

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*.  Benefitpayments may be increased as provided in Section 2.1.3.

 

2.3                                 *Disability Benefit.*  If theExecutive terminates employment due to Disability prior to Normal RetirementAge, the Company shall pay to the Executive the benefit described in thisSection 2.3 in lieu of any other benefit under this Agreement.

 

2.3.1*                       **Amount of Benefit.*  The benefitunder this Section 2.3 is the Disability annual Installment set forth onSchedule A for the Plan Year ending immediately prior to the date in whichTermination of Employment occurs (except during the first Plan Year, thebenefit is the amount set forth for Plan Year 1), determined by one of thefollowing two methods:  a) if theExecutive has completed ten (10) Years of Employment upon the Effective Date ofthis Agreement, the Executive shall be vested in 50 percent of the AccrualBalance set forth on Schedule A for the first Plan Year and vest in theremaining 50 percent equally over the remaining Plan Years until NormalRetirement Age, unless otherwise illustrated on Schedule A; or b) if theExecutive 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*.  Benefitpayments may be increased as provided in Section 2.1.3.

 

2.4*                                **Change of 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 benefitunder this Section 2.4 is the Change of Controlannual Installment set forth onSchedule A for the Plan Year ending immediately prior to the date in whichTermination of Employment occurs (except during the first Plan Year, the 

 

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benefit is the amount setforth for Plan Year 1), determined by vesting the Executive in the NormalRetirement 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 Normal RetirementAge, paying the annual benefit to the Executive for a period of 15 years.

 

2.4.3                        *Benefit Increases*.  Benefitpayments may be increased as provided 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 Executivedies while in the active service of the Company, the Company shall pay to theExecutive’s beneficiary the benefit described in this Section 3.1.  This benefit shall be paid in lieu of thebenefits under Article 2.

 

3.1.1                        *Amount of Benefit*.  The annualbenefit under this Section 3.1 is the Normal Retirement Benefit amountdescribed in Section 2.1.1.

 

3.1.2                        *Payment of Benefit*.  The Companyshall pay the annual benefit to the Executive’s beneficiary in 12 equal monthlyinstallments commencing with the month following the Executive’s death, payingthe annual benefit to the Executive’s beneficiary for a period of 15 years.

 

3.2                                 *Death During Payment of a Lifetime Benefit*. If the Executive dies after any Lifetime Benefit payments have commencedunder this Agreement but before receiving all such payments, the Company shallpay the remaining benefits to the Executive’s beneficiary at the same time andin the same amounts they would have been paid to the Executive had theExecutive survived.

 

3.3                                 *Death After Termination of Employment But Before Payment ofa Lifetime Benefit Commences.*** **If the Executive is entitled to a Lifetime Benefitunder this Agreement, but dies prior to the commencement of said benefitpayments, the Company shall pay the same benefit payments to the Executive’sbeneficiary that the Executive was entitled to prior to death except that thebenefit payments shall commence on the first day of the month following thedate of the Executive’s death.

 

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**Article 4Beneficiaries**

 

4.1                                 *Beneficiary Designations*.  TheExecutive shall designate a beneficiary by filing a written designation withthe Company.  The Executive may revokeor modify the designation at any time by filing a new designation.  However, designations will only be effectiveif signed by the Executive and received by the Company during the Executive’slifetime.  The Executive’s beneficiarydesignation shall be deemed automatically revoked if the beneficiarypredeceases the Executive, or if the Executive names a spouse as beneficiaryand the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, allpayments shall be made to the Executive’s estate.

 

4.2                                 *Facility of Payment*.  If a benefitis payable to a minor, to a person declared incompetent, or to a personincapable of handling the disposition of his or her property, the Company maypay such benefit to the guardian, legal representative or person having thecare or custody of such minor, incompetent person or incapable person.  The Company may require proof ofincompetence, minority or guardianship as it may deem appropriate prior todistribution of the benefit.  Suchdistribution shall completely discharge the Company from all liability with respectto such benefit.

 

**Article 5General Limitations**

 

5.1                                 *Termination for Cause*. Notwithstanding any provision of this Agreement to the contrary, theCompany shall not pay any benefit under this Agreement if the Companyterminates the Executive’s employment for:

 

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

(b)                                 Fraud, disloyalty, dishonesty or willfulviolation of any law or significant Company policy committed in connection withthe Executive’s employment and resulting in an adverse effect on the Company.

 

5.2                                 *Suicide or Misstatement*.  The Companyshall not pay any benefit under this Agreement if the Executive commits suicidewithin three years after the date of this Agreement.  In addition, the Company shall not pay any benefit under thisAgreement if the Executive has made any material misstatement of fact on anemployment application or resume provided to the Company, or on any applicationfor any benefits provided by the Company to the Executive.

 

**Article 6Claims and Review Procedure**

 

6.1                                 *Claims Procedure*. Any person or entity (“claimant”) who has not received benefits underthis Agreement that he or she believes should be paid shall make a claim forsuch benefits as follows:

 

 

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6.1.1                        *Initiation – WrittenClaim*.  The claimant initiates a claim by submittingto the Company a written claim for the benefits.

 

6.1.2                        *Timing of CompanyResponse.*  The Company shall respond to such claimantwithin 90 days after receiving the claim. If the Company determines that special circumstances require additionaltime for processing the claim, the Company can extend the response period by anadditional 90 days by notifying the claimant in writing, prior to the end ofthe initial 90-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.

 

6.1.3                        *Notice of Decision*. If the Company denies part or all of the claim, the Company shall notifythe claimant in writing of such denial. The Company shall write the notification in a manner calculated to beunderstood by the claimant.  The notificationshall set forth:

 

(a)                                  The specific reasons for the denial;

(b)                                 A reference to the specific provisions ofthe 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’s reviewprocedures and the time limits applicable to such procedures; and

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

 

6.2                                 *Review Procedure*. If the Company denies part or all of the claim, the claimant shall havethe opportunity for a full and fair review by the Company of the denial, asfollows:

 

6.2.1                        *Initiation – WrittenRequest*.  To initiate the review, the claimant, within60 days after receiving the Company’s notice of denial, must file with theCompany a written request for review.

 

6.2.2                        *Additional Submissions– Information Access*.  The claimant shall then have the opportunityto submit written comments, documents, records and other information relatingto the claim.  The Company shall alsoprovide the claimant, upon request and free of charge, reasonable access to,and copies of, all documents, records and other information relevant (asdefined in applicable ERISA regulations) to the claimant’s claim for benefits.

 

6.2.3                        *Considerations onReview*.  In considering the review, the Company shalltake into account all materials and information the claimant submits relatingto the claim, without regard to whether such information was submitted or consideredin the initial benefit determination.

 

6.2.4                        *Timing of CompanyResponse*.  The Company shall respond in writing to such

 

 

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claimant within 60 daysafter receiving the request for review. If the Company determines that special circumstances require additionaltime for processing 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                        *Notice of Decision*. The Company shall notify the claimant in writing of its decision onreview.  The Company shall write thenotification in a 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 specific provisions ofthe Agreement on which the denial is based;

(c)                                  A statement that the claimant is entitledto receive, upon request and free of charge, reasonable access to, and copiesof, 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 right tobring 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(other than the financial impact of paying the benefits). However, in no eventshall this Agreement be terminated under this section without payment to theExecutive of any vested benefit.

 

**Article 8Miscellaneous**

 

8.1                                 *Binding Effect*.  ThisAgreement shall bind the Executive and the Company, and their beneficiaries,survivors, executors, successors, administrators and transferees.

 

8.2                                 *No Guarantee of Employment*.  ThisAgreement is not an employment policy or contract.  It does not give the Executive the right to remain an employee ofthe Company, nor does it interfere with the Company’s right to discharge theExecutive.  It also does not require theExecutive to remain an employee nor interfere with the Executive’s right toterminate employment at any time.

 

 

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8.3                                 *Non-Transferability*.  Benefitsunder this Agreement cannot be sold, transferred, assigned, pledged, attachedor encumbered in any manner.

 

8.4                                 *Reorganization. *The Company shall not merge orconsolidate into or with another company, or reorganize, or sell substantiallyall of its assets to another company, firm, or person unless such succeeding orcontinuing company, firm, or person agrees to assume and discharge theobligations of the Company under this Agreement.  Upon the occurrence of such event, the term “Company” as used inthis Agreement shall be deemed to refer to the successor or survivor company.

 

8.5                                 *Tax Withholding*.  The Companyshall withhold any taxes that are required to be withheld from the benefitsprovided under this Agreement.

 

8.6                                 *Applicable Law*.  TheAgreement and all rights hereunder shall be governed by the laws of the Stateof Illinois, except to the extent preempted by the laws of the United States ofAmerica.

 

8.7                                 *Unfunded Arrangement*.  TheExecutive and beneficiary are general unsecured creditors of the Company forthe payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay suchbenefits.  The rights to benefits arenot subject in any manner to anticipation, alienation, sale, transfer,assignment, pledge, encumbrance, attachment, or garnishment by creditors.  Any insurance on the Executive’s life is ageneral asset of the Company to which the Executive and beneficiary have nopreferred or secured claim.

 

8.8                                 *Entire Agreement. *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 arenecessary to administer this Agreement, including but not limited to:

 

(a)                                  Establishing and revising the method ofaccounting for the Agreement;

(b)                                 Maintaining a record of benefit payments;and

(c)                                  Establishing rules and prescribing anyforms necessary or desirable to administer the Agreement.

 

8.10                           *Named Fiduciary.*The Company shall be the named fiduciary and planadministrator under this Agreement.  Itmay delegate to others certain aspects of the management and operationalresponsibilities including the employment of advisors and the delegation ofministerial 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/ R.  Scott Reining** |   | **By**                            | **/s/  Barrett J. O'Connor** |
| **R.  SCOTT REINING**     |   |                              |
|                      |   | **Title**                         | **President/CEO** |
|                           |        |                                   |  |  |

 

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**BENEFICIARY DESIGNATION**

 

**ELGIN FINANCIAL SAVINGS BANKSUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT**

 

**R. SCOTT REINING**

 

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

 
| Primary:    |   | Penny S. Reining       |   |   |
|-------------|--------|------------------------|--------|--------|
|        |   |                   |   |   |
| Contingent: |   | Meghan M. Reining      |   | (50%)  |
|        |   | Christopher S. Reining |   | (50%)  |

 

**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/ R. Scott Reining |   |
|-----------|-----------------------------|--------|
|      |                        |
| Date      | 6/28/02                     |   |
|           |                             |        |  |  |

 

 

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 Practice         |   | **Supplemental  Executive Retirement Agreement-Schedule A** |

 

R. Scott Reining
|                                                                                                 |
|------------------------------------------------------------------------------------------------------|
| **DOB: 12/22/1955  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(2)** |   | **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)                                                                                              |   | 47 |   | 53,900 |   | 12,080 |   | 0 | % | 0 |   | 0 | % | 0 |   | 100 | % | 53,900 |   | 53,900 |
| 2003                                                                                                 |   | 48 |   | 53,900 |   | 25,099 |   | 0 | % | 0 |   | 0 | % | 0 |   | 100 | % | 53,900 |   | 53,900 |
| 2004                                                                                                 |   | 49 |   | 53,900 |   | 39,128 |   | 0 | % | 0 |   | 0 | % | 0 |   | 100 | % | 53,900 |   | 53,900 |
| 2005                                                                                                 |   | 50 |   | 53,900 |   | 54,246 |   | 6.67 | % | 400 |   | 6.67 | % | 400 |   | 100 | % | 53,900 |   | 53,900 |
| 2006                                                                                                 |   | 51 |   | 53,900 |   | 70,537 |   | 13.33 | % | 1,040 |   | 13.33 | % | 1,040 |   | 100 | % | 53,900 |   | 53,900 |
| 2007                                                                                                 |   | 52 |   | 53,900 |   | 88,094 |   | 20 | % | 1,948 |   | 20 | % | 1,948 |   | 100 | % | 53,900 |   | 53,900 |
| 2008                                                                                                 |   | 53 |   | 53,900 |   | 107,013 |   | 26.67 | % | 3,155 |   | 26.67 | % | 3,155 |   | 100 | % | 53,900 |   | 53,900 |
| 2009                                                                                                 |   | 54 |   | 53,900 |   | 127,401 |   | 33.33 | % | 4,695 |   | 33.33 | % | 4,695 |   | 100 | % | 53,900 |   | 53,900 |
| 2010                                                                                                 |   | 55 |   | 53,900 |   | 149,372 |   | 40 | % | 6,605 |   | 40 | % | 6,605 |   | 100 | % | 53,900 |   | 53,900 |
| 2011                                                                                                 |   | 56 |   | 53,900 |   | 173,049 |   | 46.67 | % | 8,928 |   | 46.67 | % | 8,928 |   | 100 | % | 53,900 |   | 53,900 |
| 2012                                                                                                 |   | 57 |   | 53,900 |   | 198,563 |   | 53.33 | % | 11,707 |   | 53.33 | % | 11,707 |   | 100 | % | 53,900 |   | 53,900 |
| 2013                                                                                                 |   | 58 |   | 53,900 |   | 226,059 |   | 60 | % | 14,995 |   | 60 | % | 14,995 |   | 100 | % | 53,900 |   | 53,900 |
| 2014                                                                                                 |   | 59 |   | 53,900 |   | 255,689 |   | 66.67 | % | 18,844 |   | 66.67 | % | 18,844 |   | 100 | % | 53,900 |   | 53,900 |
| 2015                                                                                                 |   | 60 |   | 53,900 |   | 287,619 |   | 73.33 | % | 23,317 |   | 73.33 | % | 23,317 |   | 100 | % | 53,900 |   | 53,900 |
| 2016                                                                                                 |   | 61 |   | 53,900 |   | 322,028 |   | 80 | % | 28,480 |   | 80 | % | 28,480 |   | 100 | % | 53,900 |   | 53,900 |
| 2017                                                                                                 |   | 62 |   | 53,900 |   | 359,108 |   | 86.67 | % | 34,406 |   | 86.67 | % | 34,406 |   | 100 | % | 53,900 |   | 53,900 |
| 2018                                                                                                 |   | 63 |   | 53,900 |   | 399,067 |   | 93.33 | % | 41,176 |   | 93.33 | % | 41,176 |   | 100 | % | 53,900 |   | 53,900 |
| 2019                                                                                                 |   | 64 |   | 53,900 |   | 442,128 |   | 100 | % | 48,877 |   | 100 | % | 48,877 |   | 100 | % | 53,900 |   | 53,900 |
| 2020                                                                                                 |   | 65 |   | 53,900 |   | 487,560 |   | 100 | % | 53,900 |   | 100 | % | 53,900 |   | 100 | % | 53,900 |   | 53,900 |

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

 
| /s/ R. Scott Reining |   | /s/ Barrett J. O'Connor |   | June 28, 2002 |
|----------------------|--------|-------------------------|--------|---------------|
| Participant          |   | Elgin Financial Savings |   | Date          |

 

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