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                                                                    Exhibit 10.6

                                     FORM OF
                               FIRST FEDERAL BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


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                                     FORM OF
                               FIRST FEDERAL BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                           <C>
Article I - Introduction.......................................................1

Article II - Definitions.......................................................2

Article III - Eligibility and Participation....................................5

Article IV - Benefits..........................................................6

Article V - Accounts...........................................................8

Article VI - Supplemental Benefit Payments.....................................9

Article VII - Claims Procedures...............................................10

Article VIII - Amendment and Termination......................................12

Article IX - General Provisions...............................................13

</TABLE>


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                                    ARTICLE I
                                  INTRODUCTION

SECTION 1.01      PURPOSE, DESIGN AND INTENT.

(a)      The purpose of the First Federal Bank Supplemental Executive Retirement
         Plan (the "Plan") is to assist First Federal Bank (the "Bank") and its
         affiliates in retaining the services of key employees until their
         retirement, to induce such employees to use their best efforts to
         enhance the business of the Bank and its affiliates, and to provide
         certain supplemental retirement benefits to such employees.

(b)      The Plan, in relevant part, is intended to constitute an unfunded
         "excess benefit plan" as defined in Section 3(36) of the Employee
         Retirement Income Security Act of 1974, as amended. The Plan is
         specifically designed to provide certain key employees with retirement
         benefits that would have been provided under various tax-qualified
         retirement plans sponsored by the Bank but for the applicable
         limitations placed on benefits and contributions under such plans by
         various provisions of the Internal Revenue Code of 1986, as amended.


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                                   ARTICLE II
                                   DEFINITIONS

SECTION 2.01      DEFINITIONS. In this Plan, whenever the context so indicates,
the singular or the plural number and the masculine or feminine gender shall be
deemed to include the other, the terms "he," "his," and "him," shall refer to a
Participant or a beneficiary of a Participant, as the case may be, and, except
as otherwise provided, or unless the context otherwise requires, the capitalized
terms shall have the following meanings:

(a) "AFFILIATE" means any corporation, trade or business, which, at the time of
reference, is together with the Bank, a member of a controlled group of
corporations, a group of trades or businesses (whether or not incorporated)
under common control, or an affiliated service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively, or any other organization
treated as a single employer with the Bank under Section 414(o) of the Code.

(b) "APPLICABLE LIMITATIONS" means one or more of the following, as applicable:

         (i)      the maximum limitations on annual additions to a tax-qualified
                  defined contribution plan under Section 415(c) of the Code;
                  and

         (ii)     the maximum limitation on the annual amount of compensation
                  that may, under Section 401(a)(17) of the Code, be taken into
                  account in determining contributions to and benefits under
                  tax-qualified plans.

(c) "BANK" means First Federal Bank, and its successors.

(d) "BOARD OF DIRECTORS" means the Board of Directors of the Bank.

(e) "CHANGE IN CONTROL" means, with respect to the Bank or the Company, an event
of a nature that: (i) would be required to be reported in response to Item 1(a)
of the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
or (ii) results in a Change in Control of the Bank or the Holding Company within
the meaning of the Change in Bank Control Act and the Rules and Regulations
promulgated by the Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R.
Section 303.4(a) with respect to the Bank and the Board of Governors of the
Federal Reserve System ("FRB") at 12 C.F.R. Section 225.41(b) with respect to
the Holding Company, as in effect on the date hereof; or (iii) results in a
transaction requiring prior FRB approval under the Bank Holding Company Act of
1956 and the regulations promulgated thereunder by the FRB at 12 C.F.R. Section
225.11, as in effect on the date hereof except for the Holding Company's
acquisition of the Bank; or (iv) without limitation such a Change in Control
shall be deemed to have occurred at such time as (A) any "person" (as the term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Bank or the Holding Company representing 20%
or more of the Bank's or the Holding Company's outstanding securities except for


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any securities of the Bank purchased by the Holding Company in connection with
the conversion of the Bank to the stock form and any securities purchased by any
tax qualified employee benefit plan of the Bank; or (B) individuals who
constitute the Board of Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Holding Company's
stockholders was approved by the same Nominating Committee serving under an
Incumbent Board, shall be, for purposes of this clause (B), considered as though
he were a member of the Incumbent Board; or (C) a plan of reorganization,
merger, consolidation, sale of all or substantially all the assets of the Bank
or the Holding Company or similar transaction occurs in which the Bank or
Holding Company is not the resulting entity; or (D) solicitations of
shareholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of a plan or
reorganization, merger of consolidation of the Holding Company or Bank or
similar transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to the plan or
transaction are exchanged for or converted into cash or property or securities
not issued by the Bank or the Holding Company shall be distributed; or (E) a
tender offer is made for 20% or more of the voting securities of the Bank or the
Holding Company.

(f) "CODE" means the Internal Revenue Code of 1986, as amended.

(g) "COMMITTEE" means the person(s) designated by the Board of Directors,
pursuant to Section 9.02 of the Plan, to administer the Plan.

(h) "COMMON STOCK" means the common stock of the Company.

(i) "COMPANY" means First Federal Bancshares, Inc. and its successors.

(j) "ELIGIBLE INDIVIDUAL" means any Employee of the Bank or an Affiliate who
participates in the ESOP and whom the Board of Directors determines is one of a
"select group of management or highly compensated employees," as such phrase is
used for purposes of Sections 101, 201, and 301 of ERISA.

(k) "EMPLOYEE" means any person employed by the Bank or an Affiliate.

(l) "EMPLOYER" means the Bank or Affiliate that employs the Employee.

(m) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

(n) "ESOP" means the First Federal Bank Employee Stock Ownership Plan, as
amended from time to time.


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(o) "ESOP ACQUISITION LOAN" means a loan or other extension of credit incurred
by the trustee of the ESOP in connection with the purchase of Common Stock on
behalf of the ESOP.

(p) "ESOP VALUATION DATE" means any day as of which the investment experience of
the trust fund of the ESOP is determined and individuals' accounts under the
ESOP are adjusted accordingly.

(q) "EFFECTIVE DATE" means [JANUARY 1, 2000].

(r) "PARTICIPANT" means an Eligible Employee who is entitled to benefits under
the Plan.

(s) "PLAN" means this First Federal Bank Supplemental Executive Retirement Plan.

(t) "SUPPLEMENTAL ESOP ACCOUNT" means an account established by an Employer,
pursuant to Section 5.01 of the Plan, with respect to a Participant's
Supplemental ESOP Benefit.

(u) "SUPPLEMENTAL ESOP BENEFIT" means the benefit credited to a Participant
pursuant to Section 4.01 of the Plan.

(v) "SUPPLEMENTAL STOCK OWNERSHIP ACCOUNT" means an account established by an
Employer, pursuant to Section 5.02 of the Plan, with respect to a Participant's
Supplemental Stock Ownership Benefit.

(w) "SUPPLEMENTAL STOCK OWNERSHIP BENEFIT" means the benefit credited to a
Participant pursuant to Section 4.02 of the Plan.


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                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

SECTION 3.01      ELIGIBILITY AND PARTICIPATION.

(a)      Each Eligible Employee may participate in the Plan. An Eligible
         Employee shall become a Participant in the Plan upon designation as
         such by the Board of Directors. An Eligible Employee whom the Board of
         Directors designates as a Participant in the Plan shall commence
         participation as of the date established by the Board of Directors. The
         Board of Directors shall establish an Eligible Employee's date of
         participation at the same time it designates the Eligible Employee as a
         Participant in the Plan.

(b)      The Board of Directors may, at any time, designate an Eligible Employee
         as a Participant for any or all supplemental benefits provided for
         under Article IV of the Plan.


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                                   ARTICLE IV
                                    BENEFITS

SECTION 4.01      SUPPLEMENTAL ESOP BENEFIT.

As of the last day of each plan year of the ESOP, the Employer shall credit the
Participant's Supplemental ESOP Account with a Supplemental ESOP Benefit equal
to the excess of (a) over (b), where:

(a)    Equals the annual contributions made by the Employer and/or the number of
       shares of Common Stock released for allocation in connection with the
       repayment of an ESOP Acquisition Loan that would otherwise be allocated
       to the accounts of the Participant under the ESOP for the applicable plan
       year if the provisions of the ESOP were administered without regard to
       and of the Applicable Limitations; and

(b)    Equals the annual contributions made by the Employer and for the number
       of shares of common stock released for allocation in connection with the
       repayment of an ESOP Acquisition Loan that are actually allocated to the
       accounts of the Participant under the provisions of the ESOP for that
       particular plan year after giving effect to any reduction of such
       allocation required by the limitations imposed by any of the Applicable
       Limitations.

SECTION 4.02      SUPPLEMENTAL STOCK OWNERSHIP BENEFIT.

(a)    Upon a Change in Control, the Employer shall credit to the Participant's
       Supplemental Stock Ownership Account a Supplemental Stock Ownership
       Benefit equal to (i) less (ii), the result of which is multiplied by
       (iii), where:

       (i)        Equals the total number of shares of Common Stock acquired
                  with the proceeds of all ESOP Acquisition Loans (together with
                  any dividends, cash proceeds, or other medium related to such
                  ESOP Acquisition Loans) that would have been allocated or
                  credited for the benefit of the Participant under the ESOP
                  and/or this Plan, as the case may be, had the Participant
                  continued in the employ of the Employer through the first ESOP
                  Valuation Date following the last scheduled payment of
                  principal and interest on all ESOP Acquisition Loans
                  outstanding at the time of the Change in Control; and

       (ii)       Equals the total number of shares of Common Stock acquired
                  with the proceeds of all ESOP Acquisition Loans (together with
                  any dividends, cash proceeds, or other medium related to such
                  ESOP Acquisition Loans) and allocated for the benefit of the
                  Participant under the ESOP and this Plan as of the first ESOP
                  Valuation Date following the Change in Control; and

       (iii)      Equals the fair market value of Common Stock immediately
                  preceding the Change in Control.


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(b)    For purposes of clause: (i) of subsection (a) of this Section 4.02, the
       total number of shares of Common Stock shall be determined by multiplying
       the sum of (i) and (ii) by (iii), where:

       (i)        equals the average of the total shares of Common Stock
                  acquired with the proceeds of an ESOP Acquisition Loan and
                  allocated for the benefit of the Participant under the ESOP as
                  of three most recent ESOP Valuation Dates preceding the
                  Participant's Retirement (or lesser number if the Participant
                  has not participated in the ESOP for three full years);

       (ii)       equals the average number of shares of Common Stock credited
                  to the Participant's Supplemental ESOP Account for the three
                  most recent plan years of the ESOP (such that the three recent
                  plan years coincide with the three most recent ESOP Valuation
                  Dates referred to in (i) above); and

       (iii)      equals the total number of scheduled annual payments remaining
                  on the ESOP Acquisition Loans as of the Change in Control.


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                                    ARTICLE V
                                    ACCOUNTS

SECTION 5.01      SUPPLEMENTAL ESOP BENEFIT ACCOUNT.

For each Participant who is credited with a benefit pursuant to Section 4.01 of
the Plan, the Employer shall establish, as a memorandum account on its books, a
Supplemental ESOP Account. Each year, the Committee shall credit to the
Participant's Supplemental ESOP Account the amount of benefits determined under
Section 4.01 of the Plan for that year. The Committee shall credit the account
with an amount equal to the appropriate number of shares of Common Stock or
other medium of contribution that would have otherwise been made to the
Participant's accounts under the ESOP but for the limitations imposed by the
Code. Shares of Common Stock shall be valued under this Plan in the same manner
as under the ESOP. Cash contributions credited to a Participant's Supplemental
ESOP Account shall be credited annually with interest at a rate equal to the
combined weighted return provided to the Participant's non-stock accounts under
the ESOP.

SECTION 5.02      SUPPLEMENTAL STOCK OWNERSHIP ACCOUNT.

The Employer shall establish, as a memorandum account on its books, a
Supplemental Stock Ownership Account. Upon a Change in Control, the Committee
shall credit to the Participant's Supplemental Stock Ownership Account the
amount of benefits determined under Section 4.02 of the Plan. The Committee
shall credit the account with an amount equal to the appropriate number of
shares of Common Stock or other medium of contribution that would have otherwise
been made to the Participant's accounts under the ESOP but for the Participant's
Retirement. Shares of Common Stock shall be valued under this Plan in the same
manner as under the ESOP. Cash contributions credited to a Participant's
Supplemental Stock Ownership Account shall be credited annually with interest at
a rate equal to the combined weighted return provided to the Participant's
non-stock accounts under the ESOP.


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                                   ARTICLE VI
                          SUPPLEMENTAL BENEFIT PAYMENTS

SECTION 6.01      PAYMENT OF SUPPLEMENTAL ESOP BENEFIT.

(a)    A Participant's Supplemental ESOP Benefit shall be paid to the
       Participant or in the event of the Participant's death, to his
       beneficiary in the same form, time and medium (I.E., cash and/or shares
       of Common Stock) as his benefits are paid under the ESOP.

(b)    A Participant shall have a non-forfeitable right to the Supplemental ESOP
       Benefit credited to him under this Plan in the same percentage as he has
       to benefits allocated to him under the ESOP at the time the benefits
       become distributable to him under the ESOP.

SECTION 6.02      PAYMENT OF SUPPLEMENTAL STOCK OWNERSHIP BENEFIT.

(a)    A Participant's Supplemental Stock Ownership Benefit shall be paid to the
       Participant or in the event of the Participant's death, to his
       beneficiary in the same form, time and medium (I.E., cash and/or shares
       of Common Stock) as his benefits are paid under the ESOP.

(b)    A Participant shall always have a fully non-forfeitable right to the
       Supplemental Stock Ownership Benefit credited to him under this Plan.

SECTION 6.03      ALTERNATIVE PAYMENT OF BENEFITS.

Notwithstanding the other provisions of this Article VI, a Participant may, with
prior written consent of the Committee and upon such terms and conditions as the
Committee may impose, request that the Supplemental ESOP Benefit and/or the
Supplemental Stock Ownership Benefit to which he is entitled be paid commencing
at a different time, over a different period, in a different form, or to
different persons, than the benefit to which he or his beneficiary may be
entitled under the ESOP.


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                                   ARTICLE VII
                                CLAIMS PROCEDURES

SECTION 7.01      CLAIMS REVIEWER.

For purposes of handling claims with respect to this Plan, the "Claims Reviewer"
shall be the Committee, unless the Committee designates another person or group
of persons as Claims Reviewer.

SECTION 7.02      CLAIMS PROCEDURE.

(a)    An initial claim for benefits under the Plan must be made by the
       Participant or his or her beneficiary or beneficiaries in accordance with
       the terms of this Section 7.02.

(b)    Not later than ninety (90) days after receipt of such a claim, the Claims
       Reviewer will render a written decision on the claim to the claimant,
       unless special circumstances require the extension of such 90-day period.
       If such extension is necessary, the Claims Reviewer shall provide the
       Participant or the Participant's beneficiary or beneficiaries with
       written notification of such extension before the expiration of the
       initial 90-day period. Such notice shall specify the reason or reasons
       for the extension and the date by which a final decision can be expected.
       In no event shall such extension exceed a period of ninety (90) days from
       the end of the initial 90-day period.

(c)    In the event the Claims Reviewer denies the claim of a Participant or any
       beneficiary in whole or in part, the Claims Reviewer's written
       notification shall specify, in a manner calculated to be understood by
       the claimant, the reason for the denial; a reference to the Plan or other
       document or form that is the basis for the denial; a description of any
       additional material or information necessary for the claimant to perfect
       the claim; an explanation as to why such information or material is
       necessary; and an explanation of the applicable claims procedure.

(d)    Should the claim be denied in whole or in part and should the claimant be
       dissatisfied with the Claims Reviewer's disposition of the claimant's
       claim, the claimant may have a full and fair review of the claim by the
       Committee upon written request submitted by the claimant or the
       claimant's duly authorized representative and received by the Committee
       within sixty (60) days after the claimant receives written notification
       that the claimant's claim has been denied. In connection with such
       review, the claimant or the claimant's duly authorized representative
       shall be entitled to review pertinent documents and submit the claimant's
       views as to the issues, in writing. The Committee shall act to deny or
       accept the claim within sixty (60) days after receipt of the claimant's
       written request for review unless special circumstances require the
       extension of such 60-day period. If such extension is necessary, the
       Committee shall provide the claimant with written notification of such
       extension before the expiration of such initial 60-day period. In all
       events, the Committee shall act to deny or accept the claim within 120
       days of the receipt of the claimant's written request for review. The
       action of the Committee shall be in the form of a written notice to the
       claimant and its contents shall include all of the requirements for
       action on the original claim.


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(e)    In no event may a claimant commence legal action for benefits the
       claimant believes are due the claimant until the claimant has exhausted
       all of the remedies and procedures afforded the claimant by this Article
       VII.


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                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

SECTION 8.01      AMENDMENT OF THE PLAN.

The Bank may from time to time and at any time amend the Plan; provided,
however, that such amendment may not adversely affect the rights of any
Participant or beneficiary with respect to any benefit under the Plan to which
the Participant or beneficiary may have previously become entitled prior to the
effective date of such amendment without the consent of the Participant or
beneficiary. The Committee shall be authorized to make minor or administrative
changes to the Plan, as well as amendments required by applicable federal or
state law (or authorized or made desirable by such statutes); provided, however,
that such amendments must subsequently be ratified by the Board of Directors.

SECTION 8.02      TERMINATION OF THE PLAN.

The Bank may at any time terminate the Plan; provided, however, that such
termination may not adversely affect the rights of any Participant or
beneficiary with respect to any benefit under the Plan to which the Participant
or beneficiary may have previously become entitled prior to the effective date
of such termination without the consent of the Participant or beneficiary. Any
amounts credited to the supplemental accounts of any Participant shall remain
subject to the provisions of the Plan and no distribution of benefits shall be
accelerated because of termination of the Plan.


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                                   ARTICLE IX
                               GENERAL PROVISIONS

SECTION 9.01      UNFUNDED, UNSECURED PROMISE TO MAKE PAYMENTS IN THE FUTURE.

The right of a Participant or any beneficiary to receive a distribution under
this Plan shall be an unsecured claim against the general assets of the Bank or
its Affiliates and neither a Participant nor his designated beneficiary or
beneficiaries shall have any rights in or against any amount credited to any
account under this Plan or any other assets of the Bank or an Affiliate. The
Plan at all times shall be considered entirely unfunded both for tax purposes
and for purposes of Title I of ERISA. Any funds invested hereunder shall
continue for all purposes to be part of the general assets of the Bank or an
Affiliate and available to its general creditors in the event of bankruptcy or
insolvency. Accounts under this Plan and any benefits which may be payable
pursuant to this Plan are not subject in any manner to anticipation, sale,
alienation, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of a Participant or a Participant's beneficiary. The
Plan constitute a mere promise by the Bank or Affiliate to make benefit payments
in the future. No interest or right to receive a benefit may be taken, either
voluntarily or involuntarily, for the satisfaction of the debts of, or other
obligations or claims against, such Participant or beneficiary, including claims
for alimony, support, separate maintenance and claims in bankruptcy proceedings.

SECTION 9.02      COMMITTEE AS PLAN ADMINISTRATOR.

(a)    The Plan shall be administered by the Committee designated by the Board
       of Directors.

(b)    The Committee shall have the authority, duty and power to interpret and
       construe the provisions of the Plan as it deems appropriate. The
       Committee shall have the duty and responsibility of maintaining records,
       making the requisite calculations and disbursing the payments hereunder.
       In addition, the Committee shall have the authority and power to delegate
       any of its administrative duties to employees of the Bank or Affiliate,
       as they may deem appropriate. The Committee shall be entitled to rely on
       all tables, valuations, certificates, opinions, data and reports
       furnished by any actuary, accountant, controller, counsel or other person
       employed or retained by the Bank with respect to the Plan. The
       interpretations, determination, regulations and calculations of the
       Committee shall be final and binding on all persons and parties
       concerned.

SECTION 9.03      EXPENSES.

Expenses of administration of the Plan shall be paid by the Bank or an
Affiliate.

SECTION 9.04      STATEMENTS.

The Committee shall furnish individual annual statements of accrued benefits to
each Participant, or current beneficiary, in such form as determined by the
Committee or as required by law.


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SECTION 9.05      RIGHTS OF PARTICIPANTS AND BENEFICIARIES.

(a)    The sole rights of a Participant or beneficiary under this Plan shall be
       to have this Plan administered according to its provisions, to receive
       whatever benefits he or she may be entitled to hereunder.

(b)    Nothing in the Plan shall be interpreted as a guaranty that any funds in
       any trust which may be established in connection with the Plan or assets
       of the Bank or an Affiliate will be sufficient to pay any benefit
       hereunder.

(c)    The adoption and maintenance of this Plan shall not be construed as
       creating any contract of employment or service between the Bank or an
       Affiliate and any Participant or other individual. The Plan shall not
       affect the right of the Bank or an Affiliate to deal with any
       Participants in employment or service respects, including their hiring,
       discharge, compensation, and conditions of employment or other service.

SECTION 9.06      INCOMPETENT INDIVIDUALS.

The Committee may from time to time establish rules and procedures which it
determines to be necessary for the proper administration of the Plan and the
benefits payable to a Participant or beneficiary in the event that such
Participant or beneficiary is declared incompetent and a conservator or other
person legally charged with that Participant's or beneficiary's care is
appointed. Except as otherwise provided herein, when the Committee determines
that such Participant or beneficiary is unable to manage his or her financial
affairs, the Committee may pay such Participant's or beneficiary's benefits to
such conservator, person legally charged with such Participant's or
beneficiary's care, or institution then contributing toward or providing for the
care and maintenance of such Participant or beneficiary. Any such payment shall
constitute a complete discharge of any liability of the Bank or an Affiliate and
the Plan for such Participant or beneficiary.

SECTION 9.07      SALE, MERGER, OR CONSOLIDATION OF THE BANK.

The Plan may be continued after a sale of assets of the Bank, or a merger or
consolidation of the Bank into or with another corporation or entity only if and
to the extent that the transferee, purchaser or successor entity agrees to
continue the Plan. Additionally, upon a merger, consolidation or other change in
control any amounts credited to Participant's deferral accounts shall be placed
in a grantor trust to the extent not already in such a trust. In the event that
the Plan is not continued by the transferee, purchaser or successor entity, then
the Plan shall be terminated subject to the provisions of Section 8.02 of the
Plan. Any legal fees incurred by a Participant in determining benefits to which
such Participant is entitled under the Plan following a sale, merger, or
consolidation of the Bank or an Affiliate of which the Participant is an
Employee or, if applicable, a member of the Board of Directors, shall be paid by
the resulting or succeeding entity.


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SECTION 9.08      LOCATION OF PARTICIPANTS.

Each Participant shall keep the Bank informed of his or her current address and
the current address of his or her designated beneficiary or beneficiaries. The
Bank shall not be obligated to search for any person. If such person is not
located within three (3) years after the date on which payment of the
Participant's benefits payable under this Plan may first be made, payment may be
made as though the Participant or his or her beneficiary had died at the end of
such three-year period.

SECTION 9.09      LIABILITY OF THE BANK AND ITS AFFILIATES.

Notwithstanding any provision herein to the contrary, neither the Bank nor any
individual acting as an employee or agent of the Bank shall be liable to any
Participant, former Participant, beneficiary, or any other person for any claim,
loss, liability or expense incurred in connection with the Plan, unless
attributable to fraud or willful misconduct on the part of the Bank or any such
employee or agent of the Bank.

SECTION 9.10      GOVERNING LAW.

All questions pertaining to the construction, validity and effect of the Plan
shall be determined in accordance with the laws of the United States and to the
extent not preempted by such laws, by the laws of the state of Illinois.

Having been adopted by its Board of Directors on the ______________ 2000, this
Plan is executed by its duly authorized officer this ___ day of________________,
2000.

                                               FIRST FEDERAL BANK

Attest:

________________________                       By:______________________________


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