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        Amended
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        Salary
Continuation Agreement

      

    

    
      
        

      



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FEDERAL BANK

    AMENDED
AND RESTATED

    SALARY
CONTINUATION AGREEMENT

    


    THIS AMENDED AND RESTATED SALARY
CONTINUATION AGREEMENT (the “Agreement”) is adopted this 21st day of
April, 2009, by and between HOME FEDERAL BANK, a federally-chartered savings
bank located in Nampa, Idaho (the “Bank”), and ERIC S. NADEAU (the
“Executive”).

    


    This
Agreement amends and restates the prior HOME FEDERAL SAVINGS & LOAN
ASSOCIATION SALARY CONTINUATION AGREEMENT between the Bank and the Executive
dated July 29, 2008 (the “Prior Agreement”).

    


    This
Agreement is amended and restated to reflect a change in the Change in Control
Benefit, herein defined, and to include certain definitional terms.

    


    The
purpose of this Agreement is to provide specified benefits to the Executive, a
member of a select group of management or highly compensated employees who
contribute materially to the continued growth, development and future business
success of the Bank.  This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 (“ERISA”), as amended from time to time.

    


    Article
1

    Definitions

    


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

    


    
      	
              1.1  

            	
              “Accrual
      Balance” means the liability that should be accrued by the Bank,
      under Generally Accepted Accounting Principles (“GAAP”), for the Bank’s
      obligation to the Executive under this Agreement, by applying Accounting
      Principles Board Opinion Number 12 as amended by Statement of Financial
      Accounting Standards Number 106 and the Discount Rate.  Any one
      of a variety of amortization methods may be used to determine the Accrual
      Balance.  However, once chosen, the method must be consistently
      applied.

            


    

    


    
      	
              1.2  

            	
              “Beneficiary”
      means each designated person or entity, or the estate of the deceased
      Executive, entitled to any benefits upon the death of the Executive
      pursuant to Article 4.

            


    

    


    
      	
              1.3  

            	
              “Beneficiary
      Designation Form” means the form established from time to time by
      the Plan Administrator that the Executive completes, signs and returns to
      the Plan Administrator to designate one or more
    Beneficiaries.

            


    

    


    
      	
              1.4  

            	
              “Board” means
      the Board of Directors of the Company as from time to time
      constituted.

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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                Amended
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              1.5  

            	
              “Change in
      Control” means

            


    

    


    
      	
              (i)  

            	
              Any
      “person,” as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other
      than the Company or any person (as hereinafter defined) acting on behalf
      of the Company as underwrite pursuant to an offering who is temporarily
      holding securities in connection with such offering, any trustee or other
      fiduciary holding securities under an employee benefit plan of the
      Company, or any corporation owned, directly or indirectly, by the
      stockholders of the Company in substantially the same proportions as their
      ownership of stock of the Company), is or becomes the “beneficiary owner”
      (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
      of securities of the Company representing 25% or more of the combined
      voting power of the Company’s then outstanding
  securities;

            


    

    


    
      	
              (ii)  

            	
              Individuals
      who were members of the Board on the Commencement Date (the “Incumbent
      Board”) cease for any reason to constitute at least a majority thereof,
      provided that any
      person becoming a director subsequent to the Commencement Date 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 Company’s stockholders was approved by the nominating committee
      serving under an Incumbent Board or who as appointed as a result of a
      change at the direction of the OTS or the FDIC, shall be considered a
      member of the Incumbent Board;

            


    

    


    
      	
              (iii)  

            	
              The
      stockholders of the Company approve a merger or consolidation of the
      Company with any other corporation, other than (1) a merger or
      consolidation which would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity) more than 50% of the combined voting power of the voting
      securities of the Company or such surviving entity outstanding immediately
      after such merger or consolidation or (2) a merger or consolidation
      effected to implement a recapitalization of the Company (or similar
      transaction) in which no person (as hereinabove defined) acquires more
      than 25% of the combined voting power of the Company’s then outstanding
      securities; or

            


    

    


    
      	
              (iv)  

            	
              The
      stockholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all
      or substantially all of the Company’s assets (or any transaction having a
      similar effect); provided that the term
      “Change in Control” shall not include an acquisition of securities by an
      employee benefit plan of the Bank or the Company or a change in the
      composition of the Board at the direction of the OTS or the
      FDIC.

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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              1.6  

            	
              “Change in Control
      Benefit” means the benefit described in Section
  2.4.

            


    

    


    
      	
              1.7  

            	
              “Code” means the
      Internal Revenue Code of 1986, as amended, and all regulations and
      guidance thereunder, including such regulations and guidance as may be
      promulgated after the Effective Date of this
  Agreement.

            


    

    


    
      	
              1.8  

            	
              “Commencement
      Date” means the date the conversion of the Bank from the mutual to
      stock form of organization was
completed.

            


    

    


    
      	
              1.9  

            	
              “Company” means
      Home Federal Bancorp, Inc., a Maryland
  corporation.

            


    

    


    
      	
              1.10  

            	
              “Disability”
      means the Executive’s suffering a sickness, accident or injury which has
      been determined by the insurance carrier of any individual or group
      disability insurance policy covering the Executive, or by the Social
      Security Administration, to be a disability rendering the Executive
      totally and permanently disabled.  The Executive must submit
      proof to the Plan Administrator of the insurance carrier’s or Social
      Security Administration’s determination upon the request of the Plan
      Administrator.

            


    

    


    
      	
              1.11  

            	
              “Disability
      Benefit” means the benefit described in Section
  2.3.

            


    

    


    
      	
              1.12  

            	
              “Discount Rate”
      means, solely for purposes of this Agreement,
  7.50%.

            


    

    


    
      	
              1.13  

            	
              “Early
      Retirement” means Termination of Employment before Normal
      Retirement Age for reasons other than death, Disability, Termination for
      Cause or Involuntary Termination.

            


    

    


    
      	
              1.14  

            	
              “Early Retirement
      Benefit” means the benefit described in Section
  2.2.

            


    

    


    
      	
              1.15  

            	
              “Early Retirement
      Date” means the month, day and year in which Early Retirement
      occurs.

            


    

    


    
      	
              1.16  

            	
              “Effective Date”
      means October 1, 2008.

            


    

    


    
      	
              1.17  

            	
              “Final Salary”
      means the average of the Executive’s final thirty-six (36) months of base
      salary.

            


    

    


    
      	
              1.18  

            	
              “Involuntary
      Termination” means the Executive has been notified in writing by
      the Bank of a Termination of Employment before Normal Retirement Age for
      reasons other than due to death, Disability, Early Retirement or
      Termination for Cause.

            


    

    


    
      	
              1.19  

            	
              “Normal Retirement
      Age” means the Executive’s sixty-fifth (65th)
      birthday.

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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              1.20  

            	
              “Normal Retirement
      Benefit” means the benefit described in Section
  2.1.

            


    

    


    
      	
              1.21  

            	
              “Plan
      Administrator” means the plan administrator described in Article
      8.

            


    

    


    
      	
              1.22  

            	
              “Plan Year”
      means each twelve (12) month period commencing on October 1st
      and ending on September 30th
      of each year.  The initial Plan Year shall commence on the
      Effective Date and end on the following September
  30.

            


    

    


    
      	
              1.23  

            	
              “Projected
      Benefit” means the annual Normal Retirement Benefit the Executive
      would have received under Section 2.1.1 if the Executive survived until
      Normal Retirement Age, assuming the Executive’s base salary increased at
      an annual rate of four percent (4%) from the date of death until Normal
      Retirement Age.

            


    

    


    
      	
              1.24  

            	
              “Specified
      Employee” means a key employee (as defined in Section 419(i) of the
      Code without regard to paragraph 5 thereof) of the Bank if any stock of
      the Bank is publicly traded on an established securities market or
      otherwise, as determined by the Plan Administrator based on the twelve
      (12) month period ending each December 31 (the “identification
      period”).  If the Executive is determined to be a Specified
      Employee for an identification period, the Executive shall be treated as a
      Specified Employee for purposes of this Agreement during the twelve (12)
      month period that begins on the first day of the fourth month following
      the close of the identification
period.

            


    

    


    
      	
              1.25  

            	
              “Termination
      for Cause “means termination of the employment of the Employee because of
      the Employee's personal dishonesty, incompetence, willful misconduct,
      breach of a fiduciary duty involving personal profit, intentional failure
      to perform stated duties, willful violation of any law, rule, or
      regulation (other than traffic violations or similar offenses) or final
      cease-and-desist order, or material breach of any provision of this
      Agreement. No act or failure to act by the Employee shall be considered
      willful unless the Employee acted or failed to act with an absence of good
      faith and without a reasonable belief that his action or failure to act
      was in the best interest of the Company or the Bank. The Employee shall
      not be deemed to have been Terminated for Cause unless and until there
      shall have been delivered to the Employee a copy of a resolution, duly
      adopted by the Board of Directors at a meeting of the Board duly called
      and held for such purpose (after reasonable notice to the Employee and an
      opportunity for the Employee, together with the Employee's counsel, to be
      heard before the Board), stating that in the good faith opinion of the
      Board of Directors the Employee has engaged in conduct described in the
      preceding sentence and specifying the particulars thereof in
      detail.

            


    

    


    
      	
              1.26  

            	
              “Termination
      of Employment” means
      termination of the Executive’s employment with the Bank for reasons other
      than death or Disability.  Whether a Separation from Service has
      occurred is determined in accordance with the
      requirements of Code Section 409A based on whether the facts and
      circumstances indicate that the Bank and Executive reasonably anticipated
      that no further services would be performed after a certain date or that
      the level of bona fide services the Executive would perform after such
      date (whether as an employee or as an independent contractor) would
      permanently decrease to no more than twenty percent (20%) of the average
      level of bona fide services performed (whether
  

            


    

     

    
      
        


        
          
            
               


            

            
               


              
                

              

            

            
               


              
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                as an employee or an independent
      contractor) over the immediately preceding thirty-six (36) month period
      (or the full period of services to the Bank if the Executive has been
      providing services to the Bank less than thirty-six (36)
      months).

              


      

       

    

    
      	
              1.27  

            	
              “Vested Accrual
      Balance” means the following vesting schedule applied to the
      Accrual Balance:

            


    

    


    
      	
              Plan
      Year

            	
              Vested
      Percentage

            
	
              1

            	
              10%

            
	
              2

            	
              20%

            
	
              3

            	
              30%

            
	
              4

            	
              40%

            
	
              5

            	
              50%

            
	
              6

            	
              60%

            
	
              7

            	
              70%

            
	
              8

            	
              80%

            
	
              9

            	
              90%

            
	
              10+

            	
              100%

            


    

    


    Article
2

    Distributions
During Lifetime

    


    
      	
              2.1

            	
              Normal Retirement
      Benefit.  Upon Termination of Employment on or after
      Normal Retirement Age for reasons other than death, the Bank shall pay to
      the Executive the benefit described in this Section 2.1 in lieu of any
      other benefit under this Article.

            


    

    


    
      	
              2.1.1  
      

            	
              Amount of
      Benefit.  The annual benefit under this Section 2.1 is
      fifty percent (50%) of Final
Salary.

            


    

    


    
      	
              2.1.2  
      

            	
              Payment of
      Benefit.  The Bank shall pay the annual Normal Retirement
      Benefit to the Executive in twelve (12) equal monthly installments
      commencing with the first of the month following Termination of
      Employment.  The annual Normal Retirement Benefit shall be paid
      to the Executive for a period of fifteen (15)
  years.

            


    

    


    
      	
              2.2

            	
              Early Retirement
      Benefit.  Upon Early Retirement, the Bank shall pay to
      the Executive the benefit described in this Section 2.2 in lieu of any
      other benefit under this Article.

            


    

    


    
      	
              2.2.1  
      

            	
              Amount of
      Benefit.  The Early Retirement Benefit under this Section
      2.2 is the Vested Accrual Balance as of the end of the month prior to the
      Early Retirement Date.

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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              2.2.2  
      

            	
              Payment of
      Benefit.  The Bank shall pay the Early Retirement Benefit
      to the Executive in one hundred eighty (180) equal monthly installments,
      crediting interest equal to the Discount Rate compounded monthly on the
      unpaid Vested Accrual Balance, commencing with the first of the month
      following Normal Retirement Age.

            


    

    


    
      	
              2.3

            	
              Disability
      Benefit.  Upon
      Disability prior to Normal Retirement Age, the Bank shall pay to the
      Executive the benefit described in this Section 2.3 in lieu of any other
      benefit under this Article.

            


    

    


    
      	
              2.3.1  
      

            	
              Amount of
      Benefit.  The
      Disability Benefit under this Section 2.3 is one hundred percent (100%) of
      the Accrual Balance as of the end of the month prior to
      Disability.

            


    

    


    
      	
              2.3.2  
      

            	
              Payment of
      Benefit.  The Bank shall pay the Disability Benefit to
      the Executive in one hundred eighty (180) equal monthly installments,
      crediting interest equal to the Discount Rate compounded monthly on the
      unpaid Accrual Balance, commencing with the first of the month following
      Disability.

            


    

    


    
      	
              2.4

            	
              Change in Control
      Benefit.  Upon Involuntary Termination within twenty-four
      (24) months following a Change in Control, the Bank shall pay to the
      Executive the benefit described in this Section 2.4 (subject to Section
      2.4.3) in lieu of any other benefit under this
  Article.

            


    

    


    
      	
              2.4.1  
      

            	
              Amount of
      Benefit.  The Change
      in Control Benefit under this Section 2.4 is one hundred percent (100%) of
      the Accrual Balance as of the end of the month prior to the Change in
      Control.

            


    

    


    
      	
              2.4.2  
      

            	
              Payment of
      Benefit.  The Bank shall
      pay the Change in Control Benefit to the Executive in one hundred eighty
      (180) equal monthly installments, crediting interest equal to the Discount
      Rate compounded monthly on the unpaid Accrual Balance, commencing with the
      first of the month following Normal Retirement
  Age.

            


    

    


    
      	
              2.4.3  
      

            	
              Excess Parachute
      Payment.  Notwithstanding any other provision of this
      Agreement, if payments and the value of benefits received or to be
      received under this Agreement, together with any other amounts and the
      value of benefits received or to be received by the Executive, would cause
      any amount to be nondeductible by the Company or any of the Consolidated
      Subsidiaries for federal income tax purposes pursuant to or by reason of
      Section 280G of the Code, then payments and benefits under this Agreement
      shall be reduced (not less than zero) to the extent necessary to as to
      maximize amounts and the value of benefits to be received by the Executive
      without causing any amount to become nondeductible pursuant to or by
      reason of Section 280G of the Code.  For this purpose, the term
      

            


    

     

    
      
        


        
          
            
               


            

            
               


              
                

              

            

            
               


              
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                “Consolidated
      Subsidiaries” means any subsidiary or subsidiaries of the Company (or its
      successors) that are part of the affiliated group (as defined in Section
      1054 of the Code, without regard to subsection (b) thereof) that includes
      the Bank, including but not limited to the
  Company.

              


      

       

    

    
      	
              2.5

            	
              Restriction on Timing
      of Distributions.  Notwithstanding any provision of this
      Agreement to the contrary, if the Executive is considered a Specified
      Employee at Termination of Employment, the provisions of this Section 2.5
      shall govern all distributions hereunder.  Benefit distributions
      that are made due to a Termination of Employment occurring while the
      Executive is a Specified Employee shall not be made during the first six
      (6) months following Termination of Employment, rather, any distribution
      which would otherwise be paid to the Executive during such period shall be
      accumulated and paid to the Executive in a lump sum on the first day of
      the seventh month following the Termination of Employment.  All
      subsequent distributions shall be paid in the manner
      specified.

            


    

    


    
      	
              2.6

            	
              Distributions Upon
      Income Inclusion Under Section 409A of the Code. If any amount is
      required to be included in income by the Executive prior to receipt due to
      a failure of this Agreement to meet the requirements of Code Section 409A
      and related Treasury guidance or Regulations, the Executive may petition
      the Plan Administrator for a distribution of that portion of the Accrual
      Balance that is required to be included in the Executive’s
      income.  Upon the grant of such a petition, which grant shall
      not be unreasonably withheld, the Bank shall distribute to the Executive
      immediately available funds in an amount equal to the portion of the
      Accrual Balance required to be included in income as a result of the
      failure of this Agreement to meet the requirements of Code Section 409A
      and related Treasury guidance or Regulations, within ninety (90)
      days.  Such a distribution shall affect and reduce the
      Executive’s benefits to be paid under this
  Agreement.

            


    

    


    
      	
              2.7

            	
              Change in Form or
      Timing of Distributions.  All changes in the form or timing of
      distributions hereunder must comply with the following
      requirements.  The
changes:

            


    

    
      	
               
      

            	
               

            


    

    
      	
              (a)  

            	
              may
      not accelerate the time or schedule of any distribution, except as
      provided in Section 409A of the Code and the regulations
      thereunder;

            


    

    


    
      	
              (b)  

            	
              must,
      for benefits distributable under Sections 2.2 and 2.4, be made at least
      twelve (12) months prior to the first scheduled
    distribution;

            


    

    


    
      	
              (c)  

            	
              must,
      for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the
      commencement of distributions for a minimum of five (5) years from the
      date the first distribution was originally scheduled to be made; and

            


    

    


    
      	
              (d)  

            	
              must
      take effect not less than twelve (12) months after the amendment is
      made.

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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    Article
3

    Distribution
at Death

    


    
      	
              3.1

            	
              Death During Active
      Service.  If the Executive dies while in the active
      service of the Bank, the Bank shall pay to the Beneficiary the benefit
      described in this Section 3.1.  This benefit shall be paid in
      lieu of the benefits under Article 2, and in lieu of any other benefits
      under this Article.

            


    

    


    
      	
              3.1.1  
      

            	
              Amount of
      Benefit.  The benefit under this Section 3.1 is Projected
      Benefit.

            


    

    


    
      	
              3.1.2  
      

            	
              Payment of
      Benefit.  The Bank shall pay the annual benefit to the
      Beneficiary in twelve (12) equal monthly installments commending with the
      first of the month following the Executive’s death.  The annual
      benefit shall be paid to the Beneficiary for a period of fifteen (15)
      years.

            


    

     

    
      	
              3.2

            	
              Death During Payment
      of a Benefit.  If the Executive dies after any benefit
      payments have commenced under Article 2 of this Agreement but before
      receiving all such payments, the Bank shall pay the remaining benefits to
      the Beneficiary at the same time and in the same amounts they would have
      been paid to the Executive had the Executive
  survived.

            


    

     

    
      	
              3.3

            	
              Death After
      Termination of Employment But Before Payment of a Benefit
      Commences. If the Executive
      is entitled to any benefit payments under Article 2 of this Agreement, but
      dies prior to the commencement of said benefit payments, the Bank shall
      pay the same benefit payments to the Beneficiary that the Executive was
      entitled to prior to death except that the benefit payments shall commence
      on the first day of the month following the date of the Executive’s
      death.

            


    

    


    Article
4

    Beneficiaries

    


    
      	
              4.1

            	
              Beneficiary
      Designation.  The Executive shall have the right, at any
      time, to designate a Beneficiary to receive any benefit distributions
      under this Agreement upon the death of the Executive.  The
      Beneficiary designated under this Agreement may be the same as or
      different from the beneficiary designation under any other benefit plan of
      the Bank in which the Executive
participates.

            


    

     

    
      	
              4.2

            	
              Beneficiary
      Designation; Change.  The Executive shall designate a
      Beneficiary by completing and signing the Beneficiary Designation Form and
      delivering it to the Plan Administrator or its designated
      agent.  The Executive’s Beneficiary designation shall be deemed
      automatically revoked if the Beneficiary predeceases the Executive or if
      the Executive names a spouse as Beneficiary and the marriage is
      subsequently dissolved.  The Executive shall have the right to
      change a Beneficiary by completing, signing and otherwise complying with
      the terms of the Beneficiary Designation Form and the
  Plan

            


    

     

    
      
        


        
          
            
               


            

            
               


              
                

              

            

            
               


              
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                  Amended
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                Administrator’s
      rules and procedures, as in effect from time to time.  Upon the
      acceptance by the Plan Administrator of a new Beneficiary Designation
      Form, all Beneficiary designations previously filed shall be
      cancelled.  The Plan Administrator shall be entitled to rely on
      the last Beneficiary Designation Form filed by the Executive and accepted
      by the Plan Administrator prior to the Executive’s
  death.

              


      

       

    

    
      	
              4.3

            	
              Acknowledgment.  No
      designation or change in designation of a Beneficiary shall be effective
      until received, accepted and acknowledged in writing by the Plan
      Administrator or its designated
agent.

            


    

    


    
      	
              4.4

            	
              No Beneficiary
      Designation.  If the Executive dies without a valid
      beneficiary designation, or if all designated Beneficiaries predecease the
      Executive, then the Executive’s spouse shall be the designated
      Beneficiary.  If the Executive has no surviving spouse, any
      benefit shall be paid to the personal representative of the Executive's
      estate.

            


    

    


    
      	
              4.5

            	
              Facility of
      Payment.  If the Plan Administrator determines in its
      discretion that a benefit is to be distributed to a minor, to a person
      declared incompetent or to a person incapable of handling the disposition
      of that person’s property, the Plan Administrator may direct payment of
      such benefit to the guardian, legal representative or person having the
      care or custody of such minor, incompetent person or incapable
      person.  The Plan Administrator may require proof of
      incompetence, minority or guardianship as it may deem appropriate prior to
      distribution of the benefit.  Any payment of a benefit shall be
      a payment for the account of the Executive and the Executive’s
      Beneficiary, as the case may be, and shall be a complete discharge of any
      liability under this Agreement for such payment
  amount.

            


    

    


    Article
5

    General
Limitations

    


    
      	
              5.1

            	
              Suicide or
      Misstatement.  The Bank shall not pay any benefit under
      this Agreement if the Executive commits suicide within two years after the
      Effective Date.  In addition, the Bank shall not pay any benefit
      under this Agreement if the Executive has made any material misstatement
      of fact on any application for life insurance owned by the Bank on the
      Executive’s life.

            


    

    


    Article
6

    Claims
And Review Procedures

    


    
      	
              6.1

            	
              Claims
      Procedure.  An Executive or Beneficiary (“claimant”) who
      has not received benefits under this Agreement that he or she believes
      should be distributed shall make a claim for such benefits as
      follows:

            


    

    


    
      	
              6.1.1  
      

            	
              Initiation – Written
      Claim.  The claimant initiates a claim by submitting to
      the Plan Administrator a written claim for the benefits.  If
      such a claim relates to the contents of a notice received by the claimant,
      the claim must be made within sixty

            


    

     

    
      
        


        
          
            
               


            

            
               


              
                

              

            

            
               


              
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                (60) days
      after such notice was received by the claimant.  All other
      claims must be made within one hundred eighty (180) days of the date
      on which the event that caused the claim to arise occurred.  The
      claim must state with particularity the determination desired by the
      claimant.

              


      

       

    

    
 

    
      	
              6.1.2  
      

            	
              Timing of Plan
      Administrator Response.  The Plan
      Administrator shall respond to such claimant within ninety (90) days after
      receiving the claim.  If the Plan Administrator determines that
      special circumstances require additional time for processing the claim,
      the Plan Administrator can extend the response period by an additional
      ninety (90) days by notifying the claimant in writing, prior to the end of
      the initial ninety (90) day period, that an additional period is
      required.  The notice of extension must set forth the special
      circumstances and the date by which the Plan Administrator expects to
      render its decision.

            


    

    


    
      	
              6.1.3  
      

            	
              Notice of
      Decision.  If the Plan Administrator denies part or all
      of the claim, the Plan Administrator shall notify the claimant in writing
      of such denial.  The Plan Administrator shall write the
      notification 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 of this Agreement on which the denial
      is based;

            


    

    


    
      	
               
      

            	
              (c)

            	
              A
      description of any additional information or material necessary for the
      claimant to perfect the claim and an explanation of why it is
      needed;

            


    

    


    
      	
               
      

            	
              (d)

            	
              An
      explanation of this Agreement’s review procedures and the time limits
      applicable to such procedures; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              A
      statement of the claimant’s right to bring a civil action under ERISA
      Section 502(a) following an adverse benefit determination on
      review.

            


    

    


    
      	
              6.2

            	
              Review
      Procedure.  If the Plan Administrator denies part or all
      of the claim, the claimant shall have the opportunity for a full and fair
      review by the Plan Administrator of the denial as
  follows:

            


    

    


    
      	
              6.2.1  
      

            	
              Initiation – Written
      Request.  To initiate the review, the claimant, within
      sixty (60) days after receiving the Plan Administrator’s notice of denial,
      must file with the Plan Administrator a written request for
      review.

            


    

    


    
      	
              6.2.2  
      

            	
              Additional Submissions
      – Information Access.  The claimant shall then have the
      opportunity to submit written comments, documents, records and other
      information relating to the claim.  The Plan Administrator shall
      also provide the  

            


    

     

    
      
        


        
          
            
               


            

            
               


              
                

              

            

            
               


              
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                claimant,
      upon request and free of charge, reasonable access to, and copies of, all
      documents, records and other information relevant (as defined in
      applicable ERISA regulations) to the claimant’s claim for
      benefits.

              


      

       

    

    
      	
              6.2.3  
      

            	
              Considerations on
      Review.  In considering the review, the Plan
      Administrator shall take into account all materials and information the
      claimant submits relating to the claim, without regard to whether such
      information was submitted or considered in the initial benefit
      determination.

            


    

    


    
      	
              6.2.4  
      

            	
              Timing of Plan
      Administrator Response.  The Plan Administrator shall
      respond in writing to such claimant within sixty (60) days after receiving
      the request for review.  If the Plan Administrator determines
      that special circumstances require additional time for processing the
      claim, the Plan Administrator can extend the response period by an
      additional sixty (60) days by notifying the claimant in writing, prior to
      the end of the initial sixty (60) day period, that an additional period is
      required.  The notice of extension must set forth the special
      circumstances and the date by which the Plan Administrator expects to
      render its decision.

            


    

    


    
      	
              6.2.5  
      

            	
              Notice of
      Decision.  The Plan Administrator shall notify the
      claimant in writing of its decision on review.  The Plan
      Administrator shall write the notification 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 of this Agreement on which the denial
      is based;

            


    

    


    
      	
               
      

            	
              (c)

            	
              A
      statement that the claimant is entitled to receive, upon request and free
      of charge, reasonable access to, and copies of, all documents, records and
      other information relevant (as defined in applicable ERISA regulations) to
      the claimant’s claim for benefits;
and

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    Article
7

    Amendments
and Termination

    
 

    
      	
              7.1

            	
              Amendments.  This
      Agreement may be amended only by a written agreement signed by the Bank
      and the Executive.  However, the Bank may unilaterally amend
      this Agreement to conform with written directives to the Bank from its
      auditors or banking regulators or to comply with legislative changes or
      tax law, including without limitation Section 409A
  

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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                Amended
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                Salary
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                of
      the Code and any and all Treasury regulations and guidance promulgated
      thereunder.

              


      

       

    

    
      	
              7.2

            	
              Plan Termination
      Generally.  This Agreement may be terminated only by a
      written agreement signed by the Bank and the Executive.  The
      benefit hereunder shall be the Accrual Balance as of the date the
      Agreement is terminated.  Except as provided in Section 7.3, the
      termination of this Agreement shall not cause a distribution of benefits
      under this Agreement.  Rather, after such termination benefit
      distributions will be made at the earliest distribution event permitted
      under Article 2 or Article 3.

            


    

    


    
      	
              7.3

            	
              Plan Terminations
      Under Section 409A.  Notwithstanding anything to the
      contrary in Section 7.2, if this Agreement terminates in the following
      circumstances:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Within
      thirty (30) days before or twelve (12) months after a change in the
      ownership or effective control of the Bank, or in the ownership of a
      substantial portion of the assets of the Bank as described in Section
      409A(2)(A)(v) of the Code, provided that all distributions are made no
      later than twelve (12) months following such termination of this Agreement
      and further provided that all the Bank's arrangements which are
      substantially similar to this Agreement are terminated so the
      Executive and all participants in the similar arrangements are
      required to receive all amounts of compensation deferred under the
      terminated arrangements within twelve (12) months of such
      termination;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Upon
      the Bank’s dissolution or with the approval of a bankruptcy court provided
      that the amounts deferred under this Agreement are included in the
      Executive's gross income in the latest of (i) the calendar year in which
      this Agreement terminates; (ii) the calendar year in which the amount is
      no longer subject to a substantial risk of forfeiture; or (iii) the first
      calendar year in which the distribution is administratively practical;
      or

            


    

    


    
      	
               
      

            	
              (c)

            	
              Upon
      the Bank’s termination of this and all other plans which are substantially
      similar to this Agreement (as referenced in Section 409A of the Code or
      the regulations thereunder), provided that all distributions are made no
      earlier than twelve (12) months and no later than twenty-four (24) months
      following such termination, and the Bank does not adopt any new plans
      which are substantially similar to this Agreement for a minimum of five
      (5) years following the date of such
  termination;

            


    

    


    the Bank
may distribute the Accrual Balance, determined as of the date of the termination
of this Agreement, to the Executive in a lump sum subject to the above terms.
This Section 8.3 shall be administered and interpreted in a manner consistent
with Section 409A

    


    Article
8

    Administration
of Agreement

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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              8.1

            	
              Plan Administrator
      Duties.  This Agreement shall be administered by the Plan
      Administrator which shall consist of the Board, or such committee or
      person(s) as the Board shall appoint.  The Executive may be a
      member of the Plan Administrator.  The Plan Administrator shall
      also have the discretion and authority to (i) make, amend, interpret and
      enforce all appropriate rules and regulations for the administration of
      this Agreement and (ii) decide or resolve any and all questions including
      interpretations of this Agreement, as may arise in connection with the
      Agreement.

            


    

    


    
      	
              8.2

            	
              Agents.  In
      the administration of this Agreement, the Plan Administrator may employ
      agents and delegate to them such administrative duties as it sees fit,
      (including acting through a duly appointed representative), and may from
      time to time consult with counsel who may be counsel to the
      Bank.

            


    

    


    
      	
              8.3

            	
              Binding Effect of
      Decisions.  The decision or action of the Plan
      administrator with respect to any questions arising out of or in
      connection with the administration, interpretation and application of the
      Agreement and the rules and regulations promulgated hereunder shall be
      final and conclusive and binding upon all persons having any interest in
      the Agreement.  No Executive or Beneficiary shall be deemed to
      have any rights, vested or nonvested, regarding the continued use of any
      previously adopted assumptions, including but not limited to the Discount
      Rate.

            


    

    


    
      	
              8.4

            	
              Indemnity of Plan
      Administrator.  The Bank shall indemnify and hold
      harmless the members of the Plan Administrator against any and all claims,
      losses, damages, expenses or liabilities arising from any action or
      failure to act with respect to this Agreement, except in the case of
      willful misconduct by the Plan Administrator or any of its
      members.

            


    

    


    
      	
              8.5

            	
              Bank
      Information.  To enable the Plan Administrator to perform
      its functions, the Bank shall supply full and timely information to the
      Plan Administrator on all matters relating to the Executive’s Final
      Salary, the date and circumstances of the retirement, Disability, death or
      Termination of Employment of the Executive, and such other pertinent
      information as the Plan Administrator may reasonably
    require.

            


    

    


    
      	
              8.6

            	
              Annual
      Statement.  The Plan Administrator shall provide to the
      Executive, within ninety (90) days after the end of each Plan Year, a
      statement setting forth the benefits payable under this
      Agreement.

            


    

    


    Article
9

    Miscellaneous

    


    
      	
              9.1

            	
              Binding
      Effect.  This Agreement shall bind the Executive and the
      Bank and their beneficiaries, survivors, executors, administrators and
      transferees.

            


    

    


    
      	
              9.2

            	
              No Guarantee of
      Employment.  This Agreement is not an employment policy
      or contract. 

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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                Amended
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                  It
      does not give the Executive the right to remain an employee of the Bank,
      nor does it interfere with the Bank's right to discharge the
      Executive.  It does not require the Executive to remain an
      employee nor interfere with the Executive's right to terminate employment
      at any time.

                


        

         

      

    

    
      	
              9.3

            	
              Non-Transferability.  Benefits
      under this Agreement cannot be sold, transferred, assigned, pledged,
      attached or encumbered in any
manner.

            


    

    


    
      	
              9.4

            	
              Tax
      Withholding.  The Bank shall withhold any taxes that, in
      its reasonable judgment, are required to be withheld from the benefits
      provided under this Agreement.  The Executive acknowledges that
      the Bank’s sole liability regarding taxes is to forward any amounts
      withheld to the appropriate taxing
authorities.

            


    

    


    
      	
              9.5

            	
              Applicable
      Law.  This Agreement and all rights hereunder shall be
      governed by the laws of the State of Idaho, except to the extent preempted
      by the laws of the United States of
America.

            


    

    


    
      	
              9.6

            	
              Unfunded
      Arrangement.  The Executive and Beneficiary are general
      unsecured creditors of the Bank for the payment of benefits under this
      Agreement.  The benefits represent the mere promise by the Bank
      to pay such benefits.  The rights to benefits are not 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 a general
      asset of the Bank to which the Executive and Beneficiary have no preferred
      or secured claim.

            


    

    


    
      	
              9.7

            	
              Reorganization. The Bank shall
      not merge or consolidate into or with another company, or reorganize, or
      sell substantially all of its assets to another company, firm or person
      unless such succeeding or continuing company, firm or person agrees to
      assume and discharge the obligations of the Bank under this
      Agreement.  Upon the occurrence of such an event, the term
      “Bank” as used in this Agreement shall be deemed to refer to the successor
      or survivor entity.

            


    

    


    
      	
              9.8

            	
              Entire
      Agreement. This Agreement
      constitutes the entire agreement between the Bank and the Executive as to
      the subject matter hereof.  No rights are granted to the
      Executive by virtue of this Agreement other than those specifically set
      forth herein.

            


    

    


    
      	
              9.9

            	
              Interpretation.  Wherever
      the fulfillment of the intent and purpose of this Agreement requires and
      the context will permit, the use of the masculine gender includes the
      feminine and use of the singular includes the
  plural.

            


    

    


    
      	
              9.10

            	
              Alternative
      Action.  In the event it shall become impossible for the
      Bank or the Plan Administrator to perform any act required by this
      Agreement due to regulatory or other constraints, the Bank or Plan
      Administrator may in its discretion perform such alternative act as most
      nearly carries out the intent and purpose of this Agreement and is in the
      best 

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
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FEDERAL BANK

              
                Amended
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                  interests
      of the Bank, provided that such alternative act does not violate Section
      409A of the Code.

                


        

         

      

    

    
      	
              9.11

            	
              Headings.  Article
      and section headings are for convenient reference only and shall not
      control or affect the meaning or construction of any provision
      herein.

            


    

    


    
      	
              9.12

            	
              Validity.  In
      case any provision of this Agreement shall be illegal or invalid for any
      reason, said illegality or invalidity shall not affect the remaining parts
      hereof, but this Agreement shall be construed and enforced as if such
      illegal or invalid provision had never been inserted
    herein.

            


    

    


    
      	
              9.13

            	
              Notice.  Any
      notice or filing required or permitted to be given to the Bank or Plan
      Administrator under this Agreement shall be sufficient if in writing and
      hand-delivered or sent by registered or certified mail to the address
      below:

            


    

     

    
      	
              Home
      Federal Bank

            
	
              500
      12th
      Avenue South

            
	
              Nampa,
      ID 83651

            


    

     

    Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.

    


    Any
notice or filing required or permitted to be given to the Executive under this
Agreement shall be sufficient if in writing and hand-delivered or sent by mail
to the last known address of the Executive.

    


    
      	
              9.14

            	
              Compliance with
      Section 409A.  This Agreement shall at all times be
      administered and the provisions of this Agreement shall be interpreted
      consistent with the requirements of Section 409A of the Code and any and
      all regulations thereunder, including such regulations as may be
      promulgated after the Effective Date of this
  Agreement.

            


    

    


    IN
WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank
have signed this Agreement.

     

    


     

    
      	 EXECUTIVE:	 	 BANK:
	 	 	 HOME FEDERAL
    BANK
	 	 	 
	 ____________________	 	 By:  
      ____________________
	 Eric S Nadeau	 	 Title: President &
      CEO
	 	 	 
	 	 	 


    

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
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              Salary
Continuation Agreement

              Beneficiary
Designation Form

            

            


          

        

      

    

    


    {  }           New
Designation

    {  }           Change
in Designation

    


    I, Eric
S. Nadeau, designate the following as Beneficiary under this
Agreement:

    


    
      	
              Primary:

              ___________________________________________________________

               

              ___________________________________________________________

               

            	
               

              _____%

               

              _____%

               

            
	
              Contingent:

              ___________________________________________________________

               

              ___________________________________________________________

               

            	
               

              _____%

               

              _____%

               

            


    

    
      	
               
      

            	
              Notes:

            


    

    
      	
              ·  

            	
              Please
      PRINT CLEARLY or TYPE the names of the
  beneficiaries.

            


    

    
      	
              ·  

            	
              To
      name a trust as Beneficiary, please provide the name of the trustee(s) and
      the exact
      name and date of the trust
agreement.

            


    

    
      	
              ·  

            	
              To
      name your estate as Beneficiary, please write “Estate of [your
      name]”.

            


    

    
      	
              ·  

            	
              Be
      aware that none of the contingent beneficiaries will receive anything
      unless ALL of the primary beneficiaries predecease
  you.

            


    

    


    I
understand that I may change these beneficiary designations by delivering a new
written designation to the Plan Administrator, which shall be effective only
upon receipt and acknowledgment by the Plan Administrator prior to my
death.  I further understand that the designations will be
automatically revoked if the Beneficiary predeceases me, or, if I have named my
spouse as Beneficiary and our marriage is subsequently dissolved.

    


    Name:                             
          _______________________________

    


    Signature:                                _______________________________                                                                                     Date:                      _______

    


    
      SPOUSAL
CONSENT (Required if spouse is
not named Beneficiary and Plan Administrator requests):

      


      I consent
to the beneficiary designation above, and acknowledge that if I am named
Beneficiary and our marriage is subsequently dissolved, the designation will be
automatically revoked.

      


    

    
      Spouse
Name:                                _______________________________

    

    
      


      Signature:                                
      _______________________________                                                                                 Date:                     _________________

      


    

    


    Received
by the Plan Administrator this ________ day of ___________________,
200__

    


    By:                  
     _________________________________

    


    Title:                      _________________________________