Unassociated Document


     

    HOME
FEDERAL BANK

    
      Third
Amended and Restated

      
        Salary
Continuation Agreement

         

          
            

          

        

         

      

    

    HOME
FEDERAL BANK

    SECOND
AMENDED AND RESTATED

    SALARY
CONTINUATION AGREEMENT

    


    


    THIS THIRD 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 and
loan association located in Nampa, Idaho (the “Bank”), and LEN E. WILLIAMS (the
“Executive”).

    


    This Agreement amends and restates the
prior HOME FEDERAL SAVINGS & LOAN ASSOCIATION SALARY CONTINUATION AGREEMENT
between the Bank and the Executive, originally effective as of October 1, 2006
(the “Prior Agreement”) and all subsequent amendments.

    


    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 (“APB 12”) as amended by Statement of
      Financial Accounting Standards Number 106 (“FAS 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.

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


          
            HOME
FEDERAL BANK

            Third
Amended and Restated

            
              Salary
Continuation Agreement

            

          

        

      



    
      	
              1.4  

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

            


    

    


    
      	
              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

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


          
            HOME
FEDERAL BANK

            Third
Amended and Restated

            
              Salary
Continuation Agreement

            

          

        

      



    
      
        	
                  

              	
                or
      a change in the composition of the Board at the direction of the OTS or
      the FDIC.

              


      

       

       

    

    Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred in the
event of a conversion of the Company’s mutual holding company to stock form or
in connection with any reorganization or action used to effect such conversion
(the “Conversion”).  Furthermore, neither the Conversion nor any
transaction related to or occurring in connection therewith shall constitute a
Change in control event.

    


    
      	
              1.6  

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

            


    

    


    
      	
              1.7  

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

            


    

    


    
      	
              1.8  

            	
              “Company” means
      Home Federal Bancorp, Inc., a Federal corporation.  Upon the
      effective time of the Conversion (as previously defined), the Company
      shall mean Home Federal Bancorp, Inc., a Maryland
    corporation.

            


    

    


    
      	
              1.9  

            	
              “Deferral
      Account” means the Bank’s accounting of the Deferrals, plus accrued
      interest.

            


    

    


    
      	
              1.10  

            	
              “Deferrals”
      means the amount treated as Deferrals under the Prior
      Agreement.

            


    

    


    
      	
              1.11  

            	
              “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.

            


    

    


    
      	
              1.12  

            	
              “Discount Rate”
      means the rate used by the Plan Administrator for determining the Accrual
      Balance.  The Discount Rate is seven and one-half percent
      (7.5%).

            


    

    


    
      	
              1.13  

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

            


    

    


    
      	
              1.14  

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

            


    

    


    
      	
              1.15  

            	
              “Effective Date”
      means October 1, 2006.

            


    

    


    
      	
              1.16  

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

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


          
            HOME
FEDERAL BANK

            Third
Amended and Restated

            
              Salary
Continuation Agreement

            

          

        

      



     

    
      	
              1.17  

            	
              “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.

            


    

    


    
      	
              1.18  

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

            


    

    


    
      	
              1.19  

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

            


    

    


    
      	
              1.20  

            	
              “Plan
      Administrator” means the Board or such committee or person as the
      Board shall appoint.

            


    

    


    
      	
              1.21  

            	
              “Plan Year”
      means each twelve (12) month period commencing on October 1st
      and ending on September 30th
      of each year.

            


    

    


    
      	
              1.22  

            	
              “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.

            


    

    


    
      	
              1.23  

            	
              “Specified
      Employee” means a key employee (as defined in Code Section 416(i)
      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.

            


    

    


    
      	
              1.24  

            	
              “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.

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


          
            HOME
FEDERAL BANK

            Third
Amended and Restated

            
              Salary
Continuation Agreement

            

          

        

      




    
      	
              1.25  

            	
              “Termination of
      Employment” means the termination of the Executive’s employment
      with the Bank (and any entity required to be affiliated with the Bank
      under Section 409A) for reasons other than death.  Whether a
      Termination of Employment takes place is determined in accordance with the
      requirements of Section 409A (taking into account all special rules and
      presumptions provided for in the regulations under Section 409A) based on
      the facts and circumstances surrounding the termination of the Executive’s
      employment, and whether the Executive and the Bank reasonably anticipate
      that no further services will be performed by the Executive after a
      certain date, or that the level of bona fide services the Executive would
      provide to the Bank or an affiliate after such date (whether as an
      employee or independent contractor) would permanently decrease to no more
      than 20 percent of the average level of bona fide services performed
      (whether as an employee or an independent contractor) over the immediately
      preceding 36-month period (or the full period of services to the bank if
      the Executive has been providing services to the Bank less than 36
      months).

            


    

    


    
      	
              1.26  

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

            


    

    


    
      	
              End
      of Plan Year

            	
              Vesting
      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 the Normal Retirement Date, the Bank shall
      distribute 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  

            	
              Distribution 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 

            


    

     

    
       

      

        
          
             


          

          
             


            
              

            

          

          
             


            
              HOME
FEDERAL BANK

              Third
Amended and Restated

              
                Salary
Continuation Agreement

              

            

          

        




      
        	
                  

              	
                Normal
      Retirement Benefit shall be paid to the Executive for a period of fifteen
      (15) years.

              


      

       

    

    
      	
              2.2 
      

            	
              Early Retirement
      Benefit.  If Early Retirement occurs, the Bank shall
      distribute 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.

            


    

    


    
      	
              2.2.2  
      

            	
              Distribution 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.  If the
      Executive experiences a Disability prior to Early Retirement Age, the Bank
      shall distribute 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  
      

            	
              Distribution 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
      Termination of Employment.

            


    

    


    
      	
              2.4 
      

            	
              Change in Control
      Benefit.  Upon Involuntary Termination within twenty-four
      (24) months following a Change in Control while the Executive is in the
      active service of the Bank, the Bank shall distribute 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 Involuntary
      Termination

            


    

    


    
      	
              2.4.2  
      

            	
              Distribution 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.

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


          
            HOME
FEDERAL BANK

            Third
Amended and Restated

            
              Salary
Continuation Agreement

            

          

        

      



     

    
      	
              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
      “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
      Commencement 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 or provided for in the
      Plan.

            


    

     

    
 

    
      	
              2.6 
      

            	
              Distributions Upon
      Income Inclusion Under Section 409A; Other Circumstances. 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
      Section 409A, the Executive may petition the Plan Administrator for a
      distribution of that portion of the amount the Bank has accrued with
      respect to the Bank’s obligations hereunder 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 amount the Bank has accrued with respect to the
      Bank’s obligations hereunder required to be included in income as a result
      of the failure of this Agreement to meet the requirements of Section 409A,
      within ninety (90) days.  Such a distribution shall affect and
      reduce the Executive’s benefits to be paid under this
      Agreement.  At the discretion of the Plan Administrator,
      distribution also may be made from the Plan prior to the Executive’s
      Termination of Employment for any other reason permitted under Treasury
      Regulation Section 1.409A-3(j)(4) or subsequent Section 409A guidance
      (including but not limited to the following: pursuant to a domestic
      relations order, to comply with an ethics order, to effect a limited
      cashout,

            


    

     

    
      

        
          
             


          

          
             


            
              

            

          

          
             


            
              HOME
FEDERAL BANK

              Third
Amended and Restated

              
                Salary
Continuation Agreement

              

            

          

        


 

      
        	
                 

              	
                to
      pay employment taxes, to pay state, local or foreign taxes, to offset
      certain debt obligations and to resolve a bona fide dispute regarding the
      Executive’s benefits under the
Plan).

              


      

       

    

    
      	
               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)  

            	
              must
      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 Section 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, and 2.4, delay the
      commencement of the 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 election is
      made.

            


    

    


    Article
3

    Distribution
at Death

    


    
      	
              3.1 
      

            	
              Death During Active
      Service.  If the Executive dies prior to Termination of
      Employment, the Bank shall distribute to the Beneficiary the benefit
      described in this Section 3.1.  This benefit shall be
      distributed in lieu of any benefit under Article
  2.

            


    

    


    
      	
              3.1.1  
      

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

            


    

    


    
      	
              3.1.2  
      

            	
              Distribution 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
      Distribution of a Benefit.  If the Executive dies after
      any benefit distributions have commenced under this Agreement but before
      receiving all such distributions, the Bank shall distribute to the
      Beneficiary the remaining benefits at the same time and in the same
      amounts they would have been distributed to the Executive had the
      Executive survived.

            


    

     

     

    
      	
              3.3 
      

            	
              Death After
      Termination of Employment But Before Benefit Distributions
      Commence. If the Executive
      is entitled to benefit distributions under this Agreement but dies prior
      to the commencement of said benefit distributions, the Bank shall
      distribute to the Beneficiary the same benefits to which the Executive was
      entitled prior to death, except that the


            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


          
            HOME
FEDERAL BANK

            Third
Amended and Restated

            
              Salary
Continuation Agreement

            

          

        

      



    
      
        	
                 

              	
                 benefit
      distributions shall commence within thirty (30) days following receipt by
      the Bank of the Executive’s death
certificate.

              


      

       

    

    Article
4

    Beneficiaries

    


    
      	
              4.1 
      

            	
              In
      General.  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 designated under any other plan of the Bank
      in which the Executive
participates.

            


    

    


    
      	
              4.2 
      

            	
              Designation.  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.  If the Executive names someone other
      than the Executive’s spouse as a Beneficiary, the Plan Administrator may,
      in its sole discretion, determine that spousal consent is required to be
      provided in a form designated by the Plan Administrator, executed by the
      Executive’s spouse and returned to the Plan Administrator.  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 Administrator’s rules and
      procedures.  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
      Distribution.  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 distribution
      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 distribution of a
      benefit

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            HOME
FEDERAL BANK

            Third
Amended and Restated

            
              Salary
Continuation Agreement

            

          

        

      

    

     

    
      


      
        	
                 
      

              	
                shall
      be a distribution for the account of the Executive and the Beneficiary, as
      the case may be, and shall completely discharge any liability under this
      Agreement for such distribution
amount.

              


      

      




    Article
5

    General
Limitations

    


    
      	
              5.1 
      

            	
              Termination for
      Cause.  Notwithstanding any provision of this Agreement
      to the contrary, the Bank shall not distribute any benefit in excess of
      Deferrals under this Agreement if the Executive’s employment with the Bank
      is terminated due to a Termination for
Cause.

            


    

    


    
      	
              5.2 
      

            	
              Suicide or
      Misstatement.  No benefit shall be distributed if the
      Executive commits suicide within two (2) years after the Effective Date of
      this Agreement, or if an insurance company which issued a life insurance
      policy covering the Executive and owned by the Bank denies coverage (i)
      for material misstatements of fact made by the Executive on an application
      for such life insurance, or (ii) for any other
  reason.

            


    

    


    
      	
              5.3 
      

            	
              Removal. Notwithstanding
      any provision of this Agreement to the contrary, the Bank shall not
      distribute any benefit in excess of Deferrals under this Agreement if the
      Executive is subject to a final removal or prohibition order issued by an
      appropriate federal banking agency pursuant to Section 8(e) of the Federal
      Deposit Insurance Act.  Notwithstanding anything herein to the
      contrary, any payments made to the Executive pursuant to this Agreement,
      or otherwise, shall be subject to and conditioned upon compliance with 12
      U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute
      Indemnification Payments and any other regulations or guidance promulgated
      thereunder.

            


    

    


    Article
6

    Administration
of Agreement

    


    
      	
              6.1 
      

            	
              Plan Administrator
      Duties.  The Plan Administrator shall administer this
      Agreement according to its express terms and 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 this
      Agreement to the extent the exercise of such discretion and authority does
      not conflict with Section 409A.

            


    

    


    
      	
              6.2 
      

            	
              Agents.  In
      the administration of this Agreement, the Plan Administrator may employ
      agents and delegate to them such administrative duties as the Plan
      Administrator 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.

            


    

    


    
      	
              6.3 
      

            	
              Binding Effect of
      Decisions.  Any decision or action of the Plan
      Administrator with respect to any question arising out of or in connection
      with the administration, interpretation or application of this Agreement
      and the rules and regulations promulgated hereunder shall be final and
      conclusive and binding upon all persons having any interest in this
      Agreement.

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
              HOME
FEDERAL BANK

              Third
Amended and Restated

              
                Salary
Continuation Agreement

              

            

          

        

      

       



    
      	
              6.4 
      

            	
              Indemnity of Plan
      Administrator.  The Bank shall indemnify and hold
      harmless 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.

            


    

    


    
      	
              6.5 
      

            	
              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 date and
      circum­stances of the death, Disability or Termination of Employment
      of the Executive, and such other pertinent information as the Plan
      Administrator may reasonably
require.

            


    

    


    
      	
              6.6 
      

            	
              Annual
      Statement. The Plan Administrator shall provide to the Executive,
      within one hundred twenty (120) days after the end of each Plan Year, a
      statement setting forth the benefits to be distributed under this
      Agreement.

            


    

    


    Article
7

    Claims
And Review Procedures

    


    
      	
              7.1 
      

            	
              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:

            


    

    


    
      	
              7.1.1  
      

            	
              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 (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.

            


    

     

    


    
      	
              7.1.2  
      

            	
              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.

            


    

    


    
      	
              7.1.3  
      

            	
              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:

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
              HOME
FEDERAL BANK

              Third
Amended and Restated

              
                Salary
Continuation Agreement

              

            

          

        

      

       

    

    
      	
               
      

            	
              (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.

            


    

    


    
      	
              7.2 
      

            	
              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:

            


    

    


    
      	
              7.2.1  
      

            	
              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.

            


    

    


    
      	
              7.2.2  
      

            	
              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 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.

            


    

    


    
      	
              7.2.3  
      

            	
              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.

            


    

    


    
      	
              7.2.4  
      

            	
              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.

            


    

     

    
      


      
        
          
             


          

          
             


            
              

            

          

          
             


            
              HOME
FEDERAL BANK

              Third
Amended and Restated

              
                Salary
Continuation Agreement

              

            

          

        

      

       

    

    
      	
              7.2.5  
      

            	
              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
8

    Amendments
and Termination

    


    
      	
              8.1  

            	
              Amendments.  This
      Agreement may be amended only by a written agreement signed by the Bank
      and the Executive, provided such amendment does not cause the Plan to
      violate Section 409A.  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 of the Code and any and
      all Treasury regulations and guidance promulgated
    thereunder.

            


    

    


    
      	
              8.2  

            	
              Plan Termination
      Generally.  This Agreement may be terminated only by a
      written agreement signed by the Bank and the Executive.  The
      benefit shall be the sum of:  (a) the Accrual Balance as of the
      date this Agreement is terminated; and (b) the Deferral Account
      balance.  Except as provided in Section 8.3, the termination of
      this Agreement shall not cause a distribution of benefits under this
      Agreement.  Rather, upon such termination benefit distributions
      will be made at the earliest distribution event permitted under Article 2
      or Article 3.

            


    

    


    
      	
              8.3  

            	
              Plan Terminations
      Under Section 409A.  Notwithstanding anything to the
      contrary in Section 8.2, if the Bank terminates this Agreement 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 Code Section
      409A(2)(A)(v), provided that all distributions are made no later than
      twelve (12) months following such termination of this Agreement and
      further provided that all the 

            


    

     

    
      
        


        
          
            
               


            

            
               


              
                

              

            

            
               


              
                HOME
FEDERAL BANK

                Third
Amended and Restated

                
                  Salary
Continuation Agreement

                

              

            

          

        

         

      

       

      
        	
                 
      

              	
                 

              	
                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 required by Section
      409A to be aggregated with this Plan, provided that (i) the Plan’s
      termination and liquidation does not occur proximate to a downturn in the
      financial health of the Bank; (2) all distributions in connection with the
      termination of the Plan are made no earlier than twelve (12) months and no
      later than twenty-four (24) months following the date the Bank takes all
      actions necessary to irrevocably terminate and liquidate the Plan (the
      “Termination Date”); and (3) the Bank does not adopt any new plan that
      would be required by Section 409A to be aggregated with this Plan at any
      time within three years following the Termination
  Date;

            


    

    


    the Bank
may distribute the sum of the Accrual Balance and the Deferral Account 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
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 a contract for
      employment.  It does not give the Executive the right to remain
      as an employee of the Bank nor 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 and
      Reporting.  The Bank shall withhold any taxes that are
      required to be withheld, including but not limited to taxes owed under
      Section 409A from the benefits provided under this
      Agreement.  The Executive acknowledges that the Bank’s
      

            


    

     

    
      
        
          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


                
                  HOME
FEDERAL BANK

                  Third
Amended and Restated

                  
                    Salary
Continuation Agreement

                  

                

              

            

          

           

        
 

      
        	
                 

              	
                sole
      liability regarding taxes is to forward any amounts withheld to the
      appropriate taxing authorities.  The Bank shall satisfy all
      applicable reporting requirements, including those under Section
      409A.

              


      

       

    

    
      	
              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 the Beneficiary are
      general unsecured creditors of the Bank for the distribution of benefits
      under this Agreement.  The benefits represent the mere promise
      by the Bank to distribute 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 or other
      informal funding asset is a general asset of the Bank to which the
      Executive and Beneficiary have no preferred or secured
      claim.  The Plan shall not be funded in a manner inconsistent
      with the requirements of Section
409A.

            


    

    


    
      	
              9.7 
      

            	
              Reorganization. The Bank shall
      not merge or consolidate into or with another bank, or reorganize, or sell
      substantially all of its assets to another bank, firm or person unless
      such succeeding or continuing bank, 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 perform such alternative act as most nearly carries out
      the intent and purpose of this Agreement and is in the best interests of
      the Bank, provided that such alternative act does not violate Section 409A
      (without the consent of the
Executive).

            


    

    


    
      	
              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.  If
      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

            


    

     

    
      
        
          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


                
                  HOME
FEDERAL BANK

                  Third
Amended and Restated

                  
                    Salary
Continuation Agreement

                  

                

              

            

          

           

        

      

      
        	
                 
      

              	
                be
      construed and enforced as if such illegal or invalid provision had never
      been included 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

            
	
              P.O.
      Box 190

            
	
              Nampa,
      ID  83653

            


    

     

    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 
      

            	
              Deduction Limitation
      on Benefit Payments.  If the Bank reasonably anticipates
      that the Bank’s deduction with respect to any distribution under this
      Agreement would be limited or eliminated by application of Code Section
      162(m), then to the extent deemed necessary by the Bank to ensure that the
      entire amount of any distribution from this Agreement is deductible, the
      Bank may delay payment of any amount that would otherwise be distributed
      under this Agreement.  The delayed amounts shall be distributed
      to the Executive (or the Beneficiary in the event of the Executive's
      death) at the earliest date the Bank reasonably anticipates, should
      reasonably anticipate, that the deduction of the payment of the amount
      will not be limited or eliminated by application of Code Section
      162(m).

            


    

    


    
      	
              9.15 
      

            	
              Compliance with
      Section 409A.  This Agreement shall be interpreted and
      administered consistent with Section
409A.

            


    

    


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

     

    


     

    
      	 EXECUTIVE:	 	 BANK:
	 	 	 HOME FEDERAL
    BANK
	 	 	 
	 ____________________	 	 By:
      ___________________________________
	 LEN E.
WILLIAMS	 	 Title:
  Director
	 	 	 
	 	 	 


    

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            HOME
FEDERAL BANK

            Second
Amended and Restated

            
              Salary
Continuation Agreement

              Beneficiary
Designation Form

            

            


          

        

      

    

    


    {  }           New
Designation

    {  }           Change
in Designation

    


    I, LEN E.
WILLIAMS, 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:                       _________________________________