**Exhibit10.11**

 

**ELGIN FINANCIAL SAVINGS BANK****SUPPLEMENTALEXECUTIVE RETIREMENT AGREEMENT**

 

THIS AGREEMENT is adopted this 1st day of July, 2002,by and between ELGIN FINANCIAL SAVINGS BANK, a State/Stock Savings Bank locatedin Elgin, Illinois (the “Company”), and JAMES J. KOVAC (the “Executive”).

 

**INTRODUCTION**

 

To encourage the Executive to remain an employee ofthe Company, the Company is willing to provide salary continuation benefits tothe Executive.  The Company will pay thebenefits from its general assets.

 

**AGREEMENT**

 

The Company and the Executive agree as follows:

 

**Article 1****Definitions**

 

Whenever used in this Agreement, the following wordsand phrases shall have the meanings specified:

 

1.1                                 *“Change of Control”* means:

 

(a)                                  Achange in the ownership of the capital stock of the Company, whereby anothercorporation, person, or group acting in concert (hereinafter this Agreementshall collectively refer to any combination of these three [anothercorporation, person, or group acting in concert] as a “Person”) as described inSection 14(d)(2) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), acquires, directly or indirectly, beneficial ownership (withinthe meaning of Rule 13d-3 promulgated under the Exchange Act) of a number ofshares of capital stock of the Company which constitutes fifty percent (50%) or more of the combined votingpower of the Company’s then outstanding capital stock then entitled to votegenerally in the election of directors; or

 

(b)                                 Thepersons who were members of the Board of Directors of the Company immediatelyprior to a tender offer, exchange offer, contested election or any combinationof the foregoing, cease to constitute a majority of the Board of Directors; or

 

(c)                                  Theadoption by the Board of Directors of the Company of a merger, consolidation orreorganization plan involving the Company in which the Company is not thesurviving entity, or a sale of all or substantially all of the assets of theCompany.  For purposes of thisAgreement, a sale of all or substantially all of the assets of the Companyshall 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)                                 Atender offer or exchange offer is made by any Person which results in suchPerson beneficially owning (within the meaning of Rule 13d-3 promulgated underthe Exchange Act) either fifty percent (50%) or more of the Company’soutstanding shares of Common Stock or shares of capital stock having fiftypercent (50%) or more the combined voting power of the Company’s thenoutstanding capital stock (other than an offer made by the Company), andsufficient shares are acquired under the offer to cause such person to own fiftypercent (50%) or more of the voting power; or

 

(e)                                  Anyother transactions or series of related transactions occurring which havesubstantially the same effect as the transactions specified in any of thepreceding clauses of this Section 1.1.

 

Notwithstanding theabove, certain transfers are permitted within Section 318 of the Code and suchtransfers shall not be deemed a Change of Control under this Section 1.1.

 

1.2                                 “*Code*”means the Internal Revenue Code of 1986, as amended.

 

1.3                                 “*Disability*”means the Executive’s suffering a sickness, accident or injury which has beendetermined by the carrier of any individual or group disability insurancepolicy covering the Executive, or by the Social Security Administration, to bea disability rendering 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 NormalRetirement Age for reasons other than death, Disability, Termination for Causeor following a Change of Control.

 

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

 

1.6                                 “*EffectiveDate*” means January 1, 2002.

 

1.7                                 “*NormalRetirement Age*” means the Executive’s 65th birthday.

 

1.8                                 “*NormalRetirement Date*” means the later of the Normal Retirement Age orTermination of Employment.

 

1.9                                 “*Plan**Year*”means each 12-month period from the Effective Date.

 

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1.10                           *“**Termination for Cause*” See Article 5.

 

1.11                           “*Terminationof Employment*” means that the Executive ceases to be employed by theCompany for any reason, voluntary or involuntary, other than by reason of aleave of absence approved by the Company.

 

1.12                           “*Years ofEmployment*” means the total number of twelve-month periods duringwhich the Executive has been employed by the Company.  The Executive was hired by the Company in June, 1990.

 

**Article2Lifetime Benefits**

 

2.1                                 *NormalRetirement 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 this Agreement.

 

2.1.1                        *Amount ofBenefit*.  The annual benefitunder this Section 2.1 is $76,500 (Seventy-six thousand five 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 ofBenefit*.  The Company shallpay the annual benefit to the Executive in 12 equal monthly installmentscommencing with the month following the Executive’s Normal Retirement Date,paying the annual benefit to the Executive for a period of 15 years.

 

2.1.3                        *BenefitIncreases*.  Commencing on thefirst anniversary of the first benefit payment, and continuing on eachsubsequent anniversary, the Company’s Board of Directors, at its sole discretion,may increase the benefit.

 

2.2                                 *EarlyTermination Benefit*.  UponEarly Termination, the Company shall pay to the Executive the benefit describedin this Section 2.2 in lieu of any other benefit under this Agreement.

 

2.2.1                        *Amount ofBenefit*.  The benefit underthis 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 ofBenefit*.  The Company shallpay 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                        *BenefitIncreases*.  Benefit paymentsmay be increased as provided in Section 2.1.3.

 

2.3                                 *DisabilityBenefit.*  If the Executiveterminates employment due to Disability prior to Normal Retirement Age, theCompany shall pay to the Executive the benefit described in this Section 2.3 inlieu of any other benefit under this Agreement.

 

2.3.1*                        Amountof Benefit.*  The benefit under thisSection 2.3 is the Disability annual Installment set forth on Schedule A forthe Plan Year ending immediately prior to the date in which Termination ofEmployment occurs (except during the first Plan Year, the benefit is the amountset forth for Plan Year 1), determined by one of the following twomethods:  a) if the Executive hascompleted ten (10) Years of Employment upon the Effective Date of thisAgreement, the Executive shall be vested in 50 percent of the Accrual Balanceset forth on Schedule A for the first Plan Year and vest in the remaining 50percent equally over the remaining Plan Years until Normal Retirement Age,unless otherwise illustrated on Schedule A; or b) if the Executive hascompleted less than ten (10) Years of Employment upon the Effective Date ofthis Agreement, the Executive shall be zero percent vested until completingfive (5) Years of Employment and then vest equally over the remaining PlanYears Until Normal Retirement Age.  Anincrease in the annual benefit under Section 2.1.1 would require therecalculation 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 ofBenefit.*  The Company shallpay 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                        *BenefitIncreases*.  Benefit paymentsmay be increased as provided in Section 2.1.3.

 

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

 

2.4.1*                        Amountof Benefit.*  The benefit under thisSection 2.4 is the Change of Control annual Installment set forth on Schedule Afor the Plan Year ending immediately prior to the date in which Termination ofEmployment 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 ofBenefit**.******* The Company shall pay the annual benefit tothe Executive in 12 equal monthly installments commencing with the monthfollowing Normal Retirement Age, paying the annual benefit to the Executive fora period of 15 years.

 

2.4.3                        *BenefitIncreases*.  Benefit paymentsmay be increased as provided in Section 2.1.3.

 

2.4.4                        *ExcessParachute 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 3****DeathBenefits**

 

3.1                                 *Death DuringActive Service*.  If theExecutive dies while in the active service of the Company, the Company shallpay to the Executive’s beneficiary the benefit described in this Section3.1.  This benefit shall be paid in lieuof the benefits under Article 2.

 

3.1.1                        *Amount ofBenefit*.  The annual benefitunder this Section 3.1 is the Normal Retirement Benefit amount described inSection 2.1.1.

 

3.1.2                        *Payment ofBenefit*.  The Company shallpay 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 DuringPayment 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 AfterTermination of Employment But Before Payment of a Lifetime Benefit Commences.*** **If the Executive is entitled to aLifetime Benefit under this Agreement, but dies prior to the commencement ofsaid benefit payments, the Company shall pay the same benefit payments to theExecutive’s beneficiary that the Executive was entitled to prior to deathexcept that the benefit payments shall commence on the first day of the monthfollowing the date of the Executive’s death.

 

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**Article 4****Beneficiaries**

 

4.1                                 *BeneficiaryDesignations*.  The Executiveshall designate a beneficiary by filing a written designation with theCompany.  The Executive may revoke ormodify 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 ofPayment*.  If a benefit ispayable to a minor, to a person declared incompetent, or to a person incapableof handling the disposition of his or her property, the Company may pay suchbenefit to the guardian, legal representative or person having the care orcustody 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 withrespect to such benefit.

 

**Article 5****GeneralLimitations**

 

5.1                                 *Terminationfor Cause*.  Notwithstandingany provision of this Agreement to the contrary, the Company shall not pay anybenefit under this Agreement if the Company terminates the Executive’semployment for:

 

(a)                      Convictionof a felony or of a gross misdemeanor involving moral turpitude; or

(b)                     Fraud,disloyalty, dishonesty or willful violation of any law or significant Companypolicy committed in connection with the Executive’s employment and resulting inan adverse effect on the Company.

 

5.2                                 *Suicide orMisstatement*.  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 6****Claimsand Review Procedure**

 

6.1                                 *Claims Procedure*.  Any person or entity (“claimant”) who hasnot received benefits under this Agreement that he or she believes should bepaid shall make a claim for such benefits as follows:

 

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

 

6.1.2                        *Timing of Company Response.*  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 theclaim, the Company shall notify the claimant in writing of such denial.  The Company shall write the notification ina manner calculated to be understood by the claimant.  The notification shall set forth:

 

(a)                 Thespecific reasons for the denial;

(b)                Areference to the specific provisions of the Agreement on which the denial isbased;

(c)                 Adescription of any additional information or material necessary for theclaimant to perfect the claim and an explanation of why it is needed;

(d)                Anexplanation of the Agreement’s review procedures and the time limits applicableto such procedures; and

(e)                 Astatement of the claimant’s right to bring a civil action under ERISA Section502(a) following an adverse benefit determination on review.

 

6.2                                 *Review Procedure*.  If the Company denies part or all of theclaim, the claimant shall have the opportunity for a full and fair review bythe Company of the denial, as follows:

 

6.2.1                        *Initiation – Written Request*.  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 relating tothe 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 on Review*.  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 orconsidered in the initial benefit determination.

 

6.2.4                        *Timing of Company Response*.  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 inwriting of its decision on review.  TheCompany shall write the notification in a manner calculated to be understood bythe claimant.  The notification shallset forth:

 

(a)                 Thespecific reasons for the denial;

(b)                Areference to the specific provisions of the Agreement on which the denial isbased;

(c)                 Astatement that the claimant is entitled to receive, upon request and free ofcharge, reasonable access to, and copies of, all documents, records and otherinformation relevant (as defined in applicable ERISA regulations) to theclaimant’s claim for benefits; and

(d)                Astatement of the claimant’s right to bring a civil action under ERISA Section502(a).

 

**Article 7****Amendmentsand Termination**

 

This Agreement may be amended or terminated only by awritten agreement signed by the Company and the Executive.

 

Notwithstanding the previous paragraph in this Article7, the Company may amend or terminate this Agreement at any time if, pursuantto legislative, judicial or regulatory action, continuation of the Agreementwould (i) cause benefits to be taxable to the Executive prior to actualreceipt, or (ii) result in significant financial penalties or othersignificantly detrimental ramifications to the Company (other than thefinancial impact of paying the benefits). However, in no event shall thisAgreement be terminated under this section without payment to the Executive ofany vested benefit.

 

**Article 8****Miscellaneous**

 

8.1                                 *BindingEffect*.  This Agreement shallbind the Executive and the Company, and their beneficiaries, survivors,executors, successors, administrators and transferees.

 

8.2                                 *No Guaranteeof 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*.Benefits under this Agreement cannot be sold, transferred, assigned, pledged,attached or 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                                 *TaxWithholding*.  The Companyshall withhold any taxes that are required to be withheld from the benefitsprovided under this Agreement.

 

8.6                                 *ApplicableLaw*.  The Agreement and allrights hereunder shall be governed by the laws of the State of Illinois, exceptto the extent preempted by the laws of the United States of America.

 

8.7                                 *UnfundedArrangement*.  The Executiveand beneficiary are general unsecured creditors of the Company for the paymentof benefits under this Agreement.  Thebenefits represent the mere promise by the Company to pay such benefits.  The rights to benefits are not subject inany manner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance, attachment, or garnishment by creditors.  Any insurance on the Executive’s life is a general asset of theCompany to which the Executive and beneficiary have no preferred or securedclaim.

 

8.8                                 *EntireAgreement. *This Agreementconstitutes the entire agreement between the Company and the Executive as tothe subject matter hereof.  No rightsare granted to the Executive by virtue of this Agreement other than thosespecifically set forth herein.

 

8.9                                 *Administration. *The Company shall have powerswhich are necessary to administer this Agreement, including but not limited to:

 

(a)               Establishingand revising the method of accounting for the Agreement;

(b)              Maintaininga record of benefit payments; and

(c)               Establishingrules and prescribing any forms necessary or desirable to administer theAgreement.

 

8.10                           *NamedFiduciary.*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, the Executive and the Company havesigned this Agreement.

 

 
| **EXECUTIVE:**          | **COMPANY:**                      |
|-------------------------|-----------------------------------|
|                    |                              |
|                    | **ELGIN  FINANCIAL SAVINGS BANK** |
|                    |                              |
| **/s/  James J. Kovac** |                              | **By ** | **/s/  Barret O'Connor** |   |
| **JAMES  J. KOVAC**     |                              |
|                    | **Title **                   | **President/CEO** |   |
|                         |                                   |  |  |  |  |

 

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**BENEFICIARY DESIGNATION**

 

**ELGIN FINANCIAL SAVINGS BANK**** SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT**

 

**JAMES J. KOVAC**

 

 

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

 
| Primary:    | Marcia S. Kovac  (Spouse)        |
|-------------|----------------------------------|
|        |                             |
| Contingent: | Paul J. Kovac (50%)  (Son)       |
|        | Carol A. Kovac (50%)  (Daughter) |
|             |                                  |  |

 

**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/ James J. Kovac |   |
|-----------|---------------------------|--------|
|      |
| Date      |   6/26/2002          |   |
|           |                           |        |  |

 

 

Received by the Companythis 1st day of July, 2002.

 

 
| By     |   /s/ Barret 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** |

 

James J. Kovac
|                                                                                                  |
|-------------------------------------------------------------------------------------------------------|
| **DOB: 11/29/1949   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)                                                                                               |   | 53 |   | 76,500 |   | 33,152 |   | 50 | % | 1,832 |   | 50 | % | 1,832 |   | 100 | % | 76,500 |   | 76,500 |
| 2003                                                                                                  |   | 54 |   | 76,500 |   | 68,877 |   | 55 | % | 4,188 |   | 55 | % | 4,188 |   | 100 | % | 76,500 |   | 76,500 |
| 2004                                                                                                  |   | 55 |   | 76,500 |   | 107,375 |   | 60 | % | 7,122 |   | 60 | % | 7,122 |   | 100 | % | 76,500 |   | 76,500 |
| 2005                                                                                                  |   | 56 |   | 76,500 |   | 148,863 |   | 65 | % | 10,697 |   | 65 | % | 10,697 |   | 100 | % | 76,500 |   | 76,500 |
| 2006                                                                                                  |   | 57 |   | 76,500 |   | 193,571 |   | 70 | % | 14,980 |   | 70 | % | 14,980 |   | 100 | % | 76,500 |   | 76,500 |
| 2007                                                                                                  |   | 58 |   | 76,500 |   | 241,750 |   | 75 | % | 20,044 |   | 75 | % | 20,044 |   | 100 | % | 76,500 |   | 76,500 |
| 2008                                                                                                  |   | 59 |   | 76,500 |   | 293,669 |   | 80 | % | 25,972 |   | 80 | % | 25,972 |   | 100 | % | 76,500 |   | 76,500 |
| 2009                                                                                                  |   | 60 |   | 76,500 |   | 349,619 |   | 85 | % | 32,853 |   | 85 | % | 32,853 |   | 100 | % | 76,500 |   | 76,500 |
| 2010                                                                                                  |   | 61 |   | 76,500 |   | 409,913 |   | 90 | % | 40,785 |   | 90 | % | 40,785 |   | 100 | % | 76,500 |   | 76,500 |
| 2011                                                                                                  |   | 62 |   | 76,500 |   | 474,887 |   | 95 | % | 49,874 |   | 95 | % | 49,874 |   | 100 | % | 76,500 |   | 76,500 |
| 2012                                                                                                  |   | 63 |   | 76,500 |   | 544,905 |   | 100 | % | 60,240 |   | 100 | % | 60,240 |   | 100 | % | 76,500 |   | 76,500 |
| 2013                                                                                                  |   | 64 |   | 76,500 |   | 620,359 |   | 100 | % | 68,581 |   | 100 | % | 68,581 |   | 100 | % | 76,500 |   | 76,500 |
| Nov  2014                                                                                             |   |   |   | 76,500 |   | 691,991 |   | 100 | % | 76,500 |   | 100 | % | 76,500 |   | 100 | % | 76,500 |   | 76,500 |
| First Payment Date of December 1, 2014                                                                |

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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/ James J. Kovac |   | /s/ Barrett J. O'Connor |   | July 1, 2002 |
|--------------------|--------|-------------------------|--------|--------------|
| Participant        |   | Elgin Financial Savings |   | Date         |

 

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