DEFERRED
        COMPENSATION AGREEMENT

      FOR
        

      MICHAEL
        H. HEAD

      


      


      


      FIRST
        FEDERAL SAVINGS BANK

      EVANSVILLE,
        IN

      


      OCTOBER
        1, 2005

      


       

      


      


      


      


      Financial
        Institution Consulting Corporation

      700
        Colonial Road, Suite 102

      Memphis,
        Tennessee 38117

      WATS:
        1-800-873-0089

      FAX:
        (901) 684-7414

      (901)
        684-7400

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      DEFERRED
        COMPENSATION AGREEMENT

      FOR
        MICHAEL H. HEAD

       

      


      This
        Deferred Compensation Agreement (the "Agreement"), effective as of October1,
        2005, formalizes the understanding by and between First Federal Savings Bank
        (the "Bank"), a federal stock savings bank having its principal place of
        business in Indiana, and Michael H. Head (hereinafter referred to as
        "Executive"). All prior non-qualified deferred compensation agreements,
        including any and all Joinder Agreements, with respect to Executive and First
        Federal Savings Bank, are hereby superceded and replaced by this
        Agreement

      


      W
        I T N E S S E T H :

      


      WHEREAS,
        the
        Executive serves the Bank as an officer; and 

      


      WHEREAS,
        the
        Bank recognizes the valuable services heretofore performed by the Executive
        and
        wishes to encourage his continued service; and

      


      WHEREAS,
        the
        Executive wishes to be assured that he will be entitled to a certain amount
        of
        additional compensation for some definite period of time from and after
        retirement from active service with the Bank or other termination of service
        and
        wishes to provide his beneficiary with benefits from and after death; and
        

      


      WHEREAS,
        the
        Bank and the Executive wish to provide the terms and conditions upon which
        the
        Bank shall pay such additional compensation to the Executive after retirement
        or
        other termination of service and/or death benefits to his beneficiary after
        death; and 

      


      WHEREAS,
        the
        Bank has adopted this Deferred Compensation Agreement which controls all
        issues
        relating to benefits as described herein and; 

      


      NOW,
        THEREFORE,
        in
        consideration of the premises and of the mutual promises herein contained,
        the
        Bank and the Executive agree as follows: 

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      SECTION
        I

      DEFINITIONS

      


      When
        used
        herein, the following words and phrases shall have the meanings below unless
        the
        context clearly indicates otherwise:

      


      
        	
                1.1

              	
                "Accrued
                  Benefit Account" shall be represented
                  by
                  the bookkeeping entries required to record the Executive=s
                  (i) Phantom Contributions plus (ii) accrued interest, equal to
                  the
                  Interest Factor, earned to-date on such amounts. However, neither
                  the
                  existence of such bookkeeping entries nor the Accrued Benefit Account
                  itself shall be deemed to create either a trust of any kind, or
                  a
                  fiduciary relationship between the Bank and the Executive or any
                  Beneficiary. 

              


      

      


      
        	
                1.2

              	
                "Act"
                  means the Employee Retirement Income Security Act of 1974, as amended
                  from
                  time to time.

              


      

      


      
        	
                1.3

              	
                AAdministrator@
                  means the Bank.

              


      

      


      
        	
                1.4

              	
                "Bank"
                  means The First Federal Savings Bank and any successor
                  thereto.

              


      

      


      
        	
                1.5

              	
                "Beneficiary"
                  means the person or persons (and their heirs) designated as Beneficiary
                  in
                  Exhibit B of this Agreement to whom the deceased Executive=s
                  benefits are payable. If no Beneficiary is so designated, then
                  the
                  Executive=s
                  Spouse, if living, will be deemed the Beneficiary. If the
                  Executive=s
                  Spouse is not living, then the Children of the Executive will be
                  deemed
                  the Beneficiaries and will take on a per stirpes basis. If there
                  are no
                  Children, then the Estate of the Executive will be deemed the
                  Beneficiary.

              


      

      


      
        	
                1.6

              	
                "Benefit
                  Age" for accruals begun under the December 1997 Restated
                  and Amended Executive Supplemental Retirement Income Master
                  Agreement
                  means the Executive's sixtieth (60th)
                  birthday. 

              


      

       

      "Benefit
        Age" for accruals begun under the April 2002 Second Executive
        Supplemental Retirement Income Master Agreement means
        the
        Executive’s sixty-fifth (65th)
        birthday.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                1.7

              	
                "Benefit
                  Eligibility Date" means the date on which the Executive is entitled
                  to
                  receive any benefit(s) pursuant to Section(s) III or V of this
                  Agreement.
                  It shall be the first day of the month following the attainment
                  of the
                  Executives’ Benefit Age. 

              


      

      


      
        	
                1.8

              	
                "Board
                  of Directors" means the board of Directors of the
                  Bank.

              


      

      


      
        	
                1.9

              	
                "Cause"
                  means termination of the Executive=s
                  service to the Bank due to: (i) actions or inactions which constitute
                  a
                  breach of the bylaws of the Bank or (ii) the Executive=s
                  personal dishonesty, willful misconduct, willful malfeasance, breach
                  of
                  fiduciary duty involving personal profit, intentional failure to
                  perform
                  stated duties, willful violation of any law, rule, regulation (other
                  than
                  traffic violations or similar offenses), or final cease-and-desist
                  order,
                  material breach of any provision of this Plan, or gross negligence
                  in
                  matters of material importance to the
                  Bank.

              


      

      


      
        	
                1.10

              	
                AChange
                  in Control@
                  of
                  the Bank shall mean and include the
                  following:

              


        	 	 


      

      
        	 	
                (1)

              	
                a
                  Change in Control of a nature that would be required to be reported
                  in
                  response to Item 1(a) of the current report of Form 8-K, as in
                  effect on
                  the date hereof, pursuant to Section 13 or 15(d) of the Securities
                  Exchange Act of 1934 (the AExchange
                  Act@);
                  or 

              


        	 	 	 


      

      
        	
              	
                (2) 

              	
                a
                  change in control of the Bank within the meaning of 12 C.F.R. 574.4;
                  or

              


        	 	 	 


        	
              	
                (3) 

              	
                a
                  Change in Control at such time as

              


      

       

      
        	 	
                (i)

              	
                any
                  Aperson@
                  (as the term is used in sections 13(d) and 14(d) of the Exchange
                  Act) is
                  or becomes the Abeneficial
                  owner@
                  (as defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly,
                  of securities of the Bank representing Twenty Percent (20.0%) or
                  more of
                  the combined voting power of the Bank=s
                  outstanding securities ordinarily having the right to vote at the
                  election
                  of Executives, except for (i) any stock of the Bank purchased by
                  the
                  Holding Company in connection with the conversion of the Bank to
                  stock
                  form, and (ii) any stock purchased by the Bank=s
                  Employee Stock Ownership Plan and/or trust;
                  or

              


        	 	 	 


      

      
        
          	 	
                  (ii)

                	
                  individuals
                    who constitute the board of directors on the date hereof (the
AIncumbent
                    Board@)
                    cease for any reason to constitute at least a majority thereof,
                    provided
                    that any person becoming a director subsequent to the date hereof
                    whose
                    election was approved by a vote of at least three-quarters of
                    the
                    directors comprising the Incumbent Board, or whose nomination
                    for election
                    by the Bank=s
                    stockholders was approved by the Bank=s
                    Nominating Committee which is comprised of members of the Incumbent
                    Board,
                    shall be, for purposes of this clause (ii), considered as though
                    he were a
                    member of the Incumbent Board;
                    or

                


        

      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iii)

              	
                merger,
                  consolidation, or sale of all or substantially all of the assets
                  of the
                  bank occurs; or

              


        	 	 	 


      

      
        	 	
                (iv)

              	
                a
                  proxy statement is issued soliciting proxies from the members (or
                  stockholders) of the Bank by someone other than the current management
                  of
                  the Bank, seeking member (or stockholder) approval of a plan of
                  reorganization, merger, or consolidation of the Bank with one or
                  more
                  corporations as a result of which the outstanding shares of the
                  class of
                  the Bank=s
                  securities are exchanged for or converted into cash or property
                  or
                  securities not issued by the Bank.

              


      

       

      For
        purposes of this Subsection 1.10, the term Astockholder(s)@
        and
Amembers@
        shall be
        considered one and the same. For purposes of this Subsection 1.10, the term
        AHolding
        Company@
        shall
        mean the holding company (including any successor thereto) organized to acquire
        the capital stock of the Bank upon the Bank=s
        conversion from mutual to stock form.

      


      
        	
                1.11

              	
                "Children"
                  means all natural or adopted children of the Executive and issue
                  of any
                  predeceased child or children. 

              


      

      


      
        	
                1.12

              	
                "Code"
                  means the Internal Revenue Code of 1986, as amended from time to
                  time.

              


      

      


      
        	
                1.13

              	
                "Contribution(s)"
                  means those annual total contributions which the Bank is required
                  to make
                  to the Retirement Income Trust Fund on behalf of the Executive
                  in
                  accordance with Subsection 2.1(a) and in the amounts set forth
                  in Exhibit
                  A of the Agreement. Such Contributions, for the first Plan Year,
                  shall
                  include any and all amounts accrued by the Bank to pay the benefits
                  promised to the Executive under any prior non-qualified deferred
                  compensation agreements including any Joinder Agreements previously
                  executed by the Bank and the Executive.


              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      
        	
                1.14

              	
                (a)
                  "Disability Benefit" means the benefit payable to the Executive
                  following
                  a determination, in accordance with Subsection 6.1(a), that he
                  is no
                  longer able, properly and satisfactorily, to perform his duties
                  at the
                  Bank.

              


      

       

      (b)
        "Disability Benefit-Supplemental" (if applicable) means the benefit payable
        to
        the Executive=s
        Beneficiary upon the Executive=s
        death
        in accordance with Subsection 6.1(b). 

      


      
        	
                1.15

              	
                "Effective
                  Date" of this Agreement shall be October 1,
                  2005.

              


      

      


      
        	
                1.16

              	
                "Estate"
                  means the estate of the Executive.

              


      

      


      
        	
                1.17

              	
                "Interest
                  Factor" means monthly compounding, discounting or annuitizing,
                  as
                  applicable, at a rate set forth in
                  Exhibit A.

              


      

      


      
        	
                1.18

              	
                "Payout
                  Period" means the time frame during which certain benefits payable
                  hereunder shall be distributed. Under both distribution schedules,
                  payments shall be made in monthly installments commencing on the
                  first day
                  of the month following the occurrence of the event which triggers
                  distribution and continuing for a period of one hundred eighty
                  (180)
                  months. 

              


      

      


      
        	
                1.19

              	
                "Phantom
                  Contributions" means those annual Contributions which the Bank
                  is no
                  longer required to make on behalf of the Executive to the Retirement
                  Income Trust Fund. Rather, once the Executive has exercised the
                  withdrawal
                  rights provided for in Subsection 2.2, the Bank shall be required
                  to
                  record the annual amounts set forth in Exhibit A of the Agreement
                  in the
                  Executive=s
                  Accrued Benefit Account, pursuant to Subsection 2.1.
                  

              


      

      


      
        	
                1.20

              	
                "Plan
                  Year" shall mean the twelve (12) month period commencing January
                  1 and
                  ending December 31.

              


      

      


      
        	
                1.21

              	
                "Retirement
                  Income Trust Fund" means the trust fund account established by
                  the
                  Executive and into which annual Contributions will be made by the
                  Bank on
                  behalf of the Executive pursuant to Subsection 2.1. The contractual
                  rights
                  of the Bank and the Executive with respect to the Retirement Income
                  Trust
                  Fund shall be outlined in a separate writing to be known as the
                  Michael H.
                  Head Grantor Trust agreement. 

              


      

      
      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                1.22

              	
                ASpouse@
                  means the individual to whom the Executive is legally married at
                  the time
                  of the Executive=s
                  death, provided, however, that the term ASpouse@
                  shall not refer to an individual to whom the Executive is legally
                  married
                  at the time of death if the Executive and such individual have
                  entered
                  into a formal separation agreement or initiated divorce
                  proceedings.

              


      

      


      
        	
                1.23

              	
                "Supplemental
                  Retirement Income Benefit" means an annual amount (before
                  taking into account federal and state income taxes), payable in
                  monthly
                  installments throughout the Payout Period. Such benefit is projected
                  pursuant to the Agreement for the purpose of determining the Contributions
                  to be made to the Retirement Income Trust Fund (or Phantom Contributions
                  to be recorded in the Accrued Benefit Account). The annual Contributions
                  and Phantom Contributions have been actuarially determined, using
                  the
                  assumptions set forth in Exhibit A, in order to fund for the projected
                  Supplemental Retirement Income Benefit. The Supplemental Retirement
                  Income
                  Benefit for which Contributions (or Phantom Contributions) are
                  being made
                  (or recorded) is set forth in Exhibit A.


              


      

      


      SECTION
        II

      BENEFIT
        FUNDING

      


      
        	
                2.1

              	
                (a)
                  Retirement
                  Income Trust Fund and Accrued Benefit Account.
                  The Executive shall establish the Michael H. Head Grantor Trust
                  into which
                  the Bank shall be required to make annual Contributions on the
                  Executive=s
                  behalf, pursuant to Exhibit A and this Section II of the Agreement.
                  A
                  trustee shall be selected by the Executive. The trustee shall maintain
                  an
                  account, separate and distinct from the Executive=s
                  personal contributions, which account shall constitute the Retirement
                  Income Trust Fund. The trustee shall be charged with the responsibility
                  of
                  investing all contributed funds. Distributions from the Retirement
                  Income
                  Trust Fund of the Michael H. Head Grantor Trust may be made by
                  the trustee
                  to the Executive, for purposes of payment of any income or employment
                  taxes due and owing on Contributions by the Bank to the Retirement
                  Income
                  Trust Fund and on any taxable earnings associated with such Contributions
                  which the Executive shall be required to pay from year to year,
                  under
                  applicable law, prior to actual receipt of any benefit payments
                  from the
                  Retirement Income Trust Fund. If the Executive exercises his withdrawal
                  rights pursuant to Subsection 2.2, the Bank=s
                  obligation to make Contributions to the Retirement Income Trust
                  Fund shall
                  cease and the Bank=s
                  obligation to record Phantom Contributions in the Accrued Benefit
                  Account
                  shall immediately commence pursuant to Exhibit A and this Section
                  II of
                  the Agreement. To the extent this Agreement is inconsistent with
                  the
                  Michael H. Head Grantor Trust Agreement, the Michael H. Head Grantor
                  Trust
                  Agreement shall supersede this
                  Agreement.

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      The
        annual Contributions (or Phantom Contributions) required to be made by the
        Bank
        to the Retirement Income Trust Fund (or recorded by the Bank in the Accrued
        Benefit Account) have been actuarially determined and are set forth in Exhibit
        A
        which is attached hereto and incorporated herein by reference. Contributions
        shall be made by the Bank to the Retirement Income Trust Fund (i) within
        seventy-five (75) days of establishment of such trust, and (ii) within the
        first
        thirty (30) days of the beginning of each subsequent Plan Year. Phantom
        Contributions, if any, shall be recorded in the Accrued Benefit Account within
        the first thirty (30) days of the beginning of each applicable Plan Year.
        Phantom Contributions shall accrue interest at a rate equal to the Interest
        Factor, during the Payout Period, until the balance of the Accrued Benefit
        Account has been fully distributed. 

      


      The
        Administrator shall review the schedule of annual Contributions (or Phantom
        Contributions) provided for in Exhibit A (i) within thirty (30) days prior
        to
        the close of each Plan Year and (ii) if the Executive is employed by the
        Bank
        until attaining Benefit Age, on or immediately before attainment of such
        Benefit
        Age. Such review shall consist of an evaluation of the accuracy of all
        assumptions used to establish the schedule of Contributions (or Phantom
        Contributions). Provided that (i) the Executive has not exercised his withdrawal
        rights pursuant to Subsection 2.2 and (ii) the investments contained in the
        Retirement Income Trust Fund have been deemed reasonable by the Bank, the
        Administrator shall prospectively amend or supplement the schedule of
        Contributions provided for in Exhibit A should the Administrator determine
        during any such review that an
        increase
        in or
supplement
        to
        the
        schedule of Contributions is necessary in order to adequately fund the
        Retirement Income Trust Fund so as to provide an annual benefit (or to provide
        the lump sum equivalent of such benefit, as applicable) equal to the
        Supplemental Retirement Income Benefit, on an after-tax basis, commencing
        at
        Benefit Age and payable for the duration of the Payout Period.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      (b)
        Withdrawal
        Rights Not Exercised. 

       

      (1)
        Contributions
        Made Annually

       

      If
        the
        Executive does not exercise any withdrawal rights pursuant to Subsection
        2.2,
        the annual Contributions to the Retirement Income Trust Fund shall continue
        each
        year, unless this Subsection 2.1(b) specifically states otherwise, until
        the
        earlier of (i) the last Plan Year that Contributions are required pursuant
        to
        Exhibit A, or (ii) the Plan Year of the Executive's termination of
        service.

      


      (2)
        Termination
        Following a Change in Control

       

      If
        the
        Executive does not exercise his withdrawal rights pursuant to Subsection
        2.2 and
        a Change in Control occurs at the Bank, followed within thirty-six (36) months
        by either (i) the Executive's involuntary termination of service, or (ii)
        Executive's voluntary termination of service after: (A) a material change
        in the
        Executive's function, duties, or responsibilities, which change would cause
        the
        Executive's position to become one of lesser responsibility, importance,
        or
        scope from the position the Executive held at the time of the Change in Control,
        (B) a relocation of the Executive's principal place of service by more than
        thirty (30) miles from its location prior to the Change in Control, or (C)
        a
        material reduction in the benefits and perquisites to the Executive from
        those
        being provided at the time of the Change in Control, the Contributions as
        set
        forth on Schedule A shall continue to be required of the Bank. The Bank shall
        be
        required to make an immediate lump sum Contribution to the Executive's
        Retirement Income Trust Fund in an amount equal to: (i) the full Contribution
        required for the Plan Year in which such termination occurs, if not yet made,
        plus (ii) the present value (computed using a discount rate equal to the
        Interest Factor) of all remaining Contributions to the Retirement Income
        Trust
        Fund; provided, however, if necessary an additional amount shall be contributed
        to the Retirement Income Trust Fund which is sufficient to provide the Executive
        with after-tax benefits (assuming a constant tax rate equal to the rate in
        effect as of the date of Executive=s
        termination) beginning at Benefit Age following such termination, equal in
        amount to that benefit which would have been payable to the Executive if
        no
        secular trust had been implemented and the benefit obligation had been accrued
        under APB Opinion No. 12, as amended by FAS 106. 

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (3)
        Termination
        For Cause

       

      If
        the
        Executive does not exercise his withdrawal rights pursuant to Subsection
        2.2,
        and is terminated for Cause pursuant to Subsection 5.2, no further
        Contribution(s) to the Retirement Income Trust Fund shall be required of
        the
        Bank, and if not yet made, no Contribution shall be required for the Plan
        Year
        in which such termination for Cause occurs.

      


      (4)
        Voluntary or Involuntary Termination of Service.

       

      If
        the
        Executive does not exercise his withdrawal rights pursuant to
        Subsection 2.2, and the Executive's service with the Bank is voluntarily or
        involuntarily terminated for any reason, (excluding termination under 2.1(b)(2)
        or (3) above) no further Contribution(s) to the Retirement Income Trust Fund
        shall be required of the Bank, and if not yet made, no Contribution shall
        be
        required for the Plan Year in which such termination occurs; provided, however,
        that, if necessary, an additional amount shall be contributed to the Retirement
        Income Trust Fund which is sufficient to provide the Executive with after-tax
        benefits (assuming a constant tax rate equal to the rate in effect as of
        the
        date of Executive=s
        termination) beginning at the Executive’s Benefit Age following such
        termination, equal in amount to that benefit which would have been payable
        to
        the Executive if no secular trust had been implemented and the benefit
        obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.
        The
        additional contribution, if necessary, may be made by the Bank at any time
        after
        the Executive’s service is terminated but must be made prior to the Executive
        reaching his or her Benefit Age.

      


      (5)
        Death
        During Service.

       

      If
        the
        Executive does not exercise any withdrawal rights pursuant to
        Subsection 2.2, and dies while employed by the Bank, and if, following the
        Executive=s
        death,
        the assets of the Retirement Income Trust Fund are insufficient to provide
        the
        Supplemental Retirement Income Benefit to which the Executive is entitled,
        the
        Bank shall be required to make a Contribution to the Retirement Income Trust
        Fund in an amount sufficient to provide the Executive’s beneficiary with
        benefits equal to the Supplemental Retirement Income Benefit, after taking
        into
        consideration any payments under any life insurance policies that may have
        been
        obtained on the Executive=s
        life by
        the Retirement Income Trust Fund. Such final contribution shall be payable
        in a
        lump sum to the Retirement Income Trust Fund within thirty (30) days of the
        Executive=s
        death.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (c)
        Withdrawal
        Rights Exercised. 

       

      (1)
        Phantom
        Contributions Made Annually.

       

      If
        the
        Executive exercises his withdrawal rights pursuant to Subsection 2.2, no
        further
        Contributions to the Retirement Income Trust Fund shall be required of the
        Bank.
        Thereafter, Phantom Contributions shall be recorded annually in the Executive's
        Accrued Benefit Account within thirty (30) days of the beginning of each
        Plan
        Year, commencing with the first Plan Year following the Plan Year in which
        the
        Executive exercises his withdrawal rights. Such Phantom Contributions shall
        continue to be recorded annually, unless this Subsection 2.1(c) specifically
        states otherwise, until the earlier of (i) the last Plan Year that Phantom
        Contributions are required pursuant to Exhibit A, or (ii) the Plan Year of
        the
        Executive's termination of service.

      


      (2)
        Termination
        Following a Change in Control

       

      If
        the
        Executive exercises his withdrawal rights pursuant to Subsection 2.2, Phantom
        Contributions shall commence in the Plan Year following the Plan Year in
        which
        the Executive first exercises his withdrawal rights. If a Change in Control
        occurs at the Bank, and within thirty-six (36) months of such Change in Control,
        the Executive's service is either (i) involuntarily terminated, or (ii)
        voluntarily terminated by the Executive after: (A) a material change in the
        Executive's function, duties, or responsibilities, which change would cause
        the
        Executive's position to become one of lesser responsibility, importance,
        or
        scope from the position the Executive held at the time of the Change in Control,
        (B) a relocation of the Executive's principal place of service by more than
        thirty (30) miles from its location prior to the Change in Control, or (C)
        a
        material reduction in the benefits and perquisites to the Executive from
        those
        being provided at the time of the Change in Control, the Phantom Contribution
        set forth below shall be required of the Bank. The Bank shall be required
        to
        record a lump sum Phantom Contribution in the Accrued Benefit Account within
        ten
        (10) days of the Executive=s
        termination of service equal to (i) the full Contribution required for the
        Plan
        Year in which such termination occurs, if not yet made, plus (ii) the present
        value (computed using a discount rate equal to the Interest Factor) of all
        remaining Contributions to the Retirement Income Trust Fund.. The amount
        of such
        final Phantom Contribution shall be actuarially determined based on the Phantom
        Contribution required, at such time, in order to provide a benefit via this
        Agreement equal in amount to that benefit which would have been payable to
        the
        Executive if no secular trust had been implemented and the benefit obligation
        had been accrued under APB Opinion No. 12, as amended by FAS 106. (Such
        actuarial determination shall reflect the fact that amounts shall be payable
        from both the Accrued Benefit Account as well as the Retirement Income Trust
        Fund and shall also reflect the amount and timing of any withdrawal(s) made
        by
        the Executive from the Retirement Income Trust Fund pursuant to Subsection
        2.2.)

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (3)
        Termination
        For Cause

       

      If
        the
        Executive is terminated for Cause pursuant to Subsection 5.2, the entire
        balance
        of the Executive=s
        Accrued
        Benefit Account at the time of such termination, which shall include any
        Phantom
        Contributions which have been recorded plus interest accrued on such Phantom
        Contributions, shall be forfeited.

      


      (4)
        Voluntary
        and Involuntary
        Termination of Service.

       

      If
        the
        Executive exercises his withdrawal rights pursuant to Subsection 2.2, and
        the
        Executive's service with the Bank is voluntarily or involuntarily terminated
        for
        any reason (excluding termination under 2.1(c)(2) or (3) above), within thirty
        (30) days of such termination of service, no further Phantom Contributions
        shall
        be required of the Bank. Interest, at a rate equal to the Interest Factor,
        shall
        accrue on such Phantom Contributions until the Executive’s Benefit Eligibility
        Date.

      


      (5)
        Death
        During Service.

       

      If
        the
        Executive exercises his withdrawal rights pursuant to Subsection 2.2, and
        dies while employed by the Bank, Phantom Contributions included on Exhibit
        A
        shall be required of the Bank. Such Phantom Contributions shall commence
        in the
        Plan Year following the Plan Year in which the Executive exercises his
        withdrawal rights and shall continue through the Plan Year in which the
        Executive dies. The Bank shall also be required to record a final Phantom
        Contribution within thirty (30) days of the Executive=s
        death.
        The amount of such final Phantom Contribution shall be actuarially determined
        based on the Phantom Contribution required at such time (if any), in order
        to
        provide a benefit via this Agreement equivalent to the Supplemental Retirement
        Income Benefit commencing within thirty (30) days of the date the Administrator
        receives notice of the Executive=s
        death
        and continuing for the duration of the Payout Period. (Such actuarial
        determination shall reflect the fact that amounts shall be payable from the
        Accrued Benefit Account as well as the Retirement Income Trust Fund and shall
        also reflect the amount and timing of any withdrawal(s) made by the Executive
        pursuant to Subsection 2.2.)

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                2.2

              	
                Withdrawals
                  From Retirement Income Trust Fund.

              


        	 	 


      

      Exercise
        of withdrawal rights by the Executive pursuant to the Michael H. Head Grantor
        Trust agreement shall terminate the Bank's obligation to make any further
        Contributions to the Retirement Income Trust Fund, and the Bank=s
        obligation to record Phantom Contributions pursuant to Subsection 2.1(c)
        shall
        commence. For purposes of this Subsection 2.2, Aexercise
        of withdrawal rights@
        shall
        mean those withdrawal rights to which the Executive is entitled under Article
        III of the Michael H. Head Grantor Trust agreement and shall exclude any
        distributions made by the trustee of the Retirement Income Trust Fund to
        the
        Executive for purposes of payment of income taxes in accordance with Subsection
        2.1 of this Agreement and the tax reimbursement formula contained in the
        trust
        document, or other trust expenses properly payable from the Michael H. Head
        Grantor Trust pursuant to the provisions of the trust document.

      


      2.3         
        Benefits
        Payable From Retirement Income Trust Fund

       

      Notwithstanding
        anything else to the contrary in this Agreement, in the event that the trustee
        of the Retirement Income Trust Fund purchases a life insurance policy or
        annuity
        with the Contributions to and, if applicable, earnings of the Trust, and
        such
        life insurance policy or annuity is intended to continue in force beyond
        the
        Payout Period for the disability or retirement benefits payable from the
        Retirement Income Trust Fund pursuant to this Agreement, then the trustee
        shall
        have discretion to determine the portion of the cash value of such policy
        available for purposes of annuitizing the Retirement Income Trust Fund (it
        being
        understood that for purposes of this Section 2.3, Aannuitizing@
        does not
        mean surrender of such policy and annuitizing of the cash value received
        upon
        such surrender) to provide the disability or retirement benefits payable
        under
        this Agreement, after taking into consideration the amounts reasonably believed
        to be required in order to maintain the cash value of such policy to continue
        such policy in effect until the death of the Executive and payment of death
        benefits thereunder.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      SECTION
        III

      RETIREMENT
        BENEFIT

      


      
        	
                3.1

              	
                If
                  the Executive is employed with the Bank until reaching his Benefit
                  Age
                  this Subsection 3.1 shall be controlling with respect to retirement
                  benefits.

                 

              


      

      An
        actuarial evaluation shall be undertaken at such time as the Executive attains
        the Benefit Age for the purpose of determining the sufficiency of the Retirement
        Income Trust Fund Assets to provide the Executive with the Supplemental
        Retirement Income Benefit. If the assets are actuarially determined to be
        insufficient to provide the Supplemental Retirement Income Benefit, then
        a lump
        sum contribution will be made in an amount actuarially sufficient to enable
        the
        Executive to receive the full Supplemental Retirement Income Benefit. In
        no case
        will additional contributions be required.

       

      In
        the
        event the Executive dies at any time after attaining his Benefit Age, but
        prior
        to commencement or completion of all monthly payments due and owing hereunder
        the trustee of the Retirement Income Trust Fund shall pay to the Executive's
        Beneficiary the monthly installments (or a continuation of such monthly
        installments if they have already commenced) for the balance of months remaining
        in the Payout Period.

      


      The
        Executive=s
        Accrued
        Benefit Account (if applicable), measured as of the Executive=s
        Benefit
        Age, shall be annuitized (using the Interest Factor) into monthly installments
        and shall be payable for the Payout Period. Such benefit payments shall commence
        on the Executive=s
        Benefit
        Eligibility Date. In the event the Executive dies at any time after attaining
        his Benefit Age, but prior to commencement or completion of all the payments
        due
        and owing hereunder the Bank shall pay to the Executive=s
        Beneficiary the same monthly installments (or a continuation of such monthly
        installments if they have already commenced) for the balance of months remaining
        in the Payout Period.

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      SECTION
        IV

      PRE-RETIREMENT
        DEATH BENEFIT

      


      
        	
                4.1

              	
                If
                  the Executive dies while employed by the Bank this Subsection 4.1
                  shall be
                  controlling with respect to pre-retirement death
                  benefits.

              


      

      


      The
        balance of the Executive=s
        Retirement Income Trust Fund, measured as of the later of (i) the
        Executive=s
        death,
        or (ii) the date any final lump sum Contribution is made pursuant to Subsection
        2.1(b), shall be used to provide the Executive’s beneficiary with benefits
        actuarially determined to be equal in amount to those the Executive would
        have
        received had the Executive lived until reaching the Benefit Age. Such benefits
        shall commence within thirty (30) days of the date the Administrator receives
        notice of the Executive=s
        death.


      


      The
        Executive=s
        Accrued
        Benefit Account (if applicable), measured as of the later of (i) the
        Executive's death or (ii) the date any final lump sum Phantom Contribution
        is
        recorded in the Accrued Benefit Account pursuant to Subsection 2.1(c), shall
        be
        annuitized (using the Interest Factor) into monthly installments and shall
        be
        payable to the Executive's Beneficiary for the Payout Period. Such benefit
        payments shall commence within thirty (30) days of the date the Administrator
        receives notice of the Executive=s
        death,
        or if later, within thirty (30) days after any final lump sum Phantom
        Contribution is recorded in the Accrued Benefit Account in accordance with
        Subsection 2.1(c). 

       

      SECTION
        V

      BENEFIT(S)
        IN THE EVENT OF TERMINATION OF SERVICE 

      PRIOR
        TO BENEFIT AGE

      


      
        	
                5.1

              	
                Voluntary
                  or Involuntary Termination of Service Other Than for Cause.
                  In the event the Executive=s
                  service with the Bank is voluntarily or involuntarily terminated
                  prior to
                  Benefit Age, for any reason, including a Change in Control, but
                  excluding
                  (i) any disability related termination for which the Board of Executives
                  has approved early payment of benefits pursuant to Subsection 6.1,
                  (ii)
                  the Executive's pre-retirement death, which shall be covered in
                  Section
                  IV, (iii) or termination for Cause, which shall be covered in Subsection
                  5.2, the Executive (or his Beneficiary) shall be entitled to receive
                  benefits in accordance with this Subsection 5.1. Payments of benefits
                  pursuant to this Subsection 5.1 shall be made in accordance with
                  Subsection 5.1 (a) or 5.1 (b) below, as
                  applicable.

              


      

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (a)
        Executive
        Lives Until Benefit Age 

       

      If
        after
        such termination, the Executive lives until attaining his Benefit Age, this
        Subsection 5.1(a) shall be controlling with respect to retirement
        benefits.

      


      An
        actuarial evaluation shall be undertaken at such time as the Executive attains
        the Benefit Age for the purpose of determining the sufficiency of the Retirement
        Income Trust Fund Assets to provide the Executive with the Supplemental
        Retirement Income Benefit. If the assets are actuarially determined to be
        insufficient to provide the Supplemental Retirement Income Benefit, then
        a lump
        sum contribution will be made in an amount actuarially sufficient to enable
        the
        Executive to receive the full Supplemental Retirement Income Benefit. In
        no case
        will additional contributions be required.

       

      In
        the
        event the Executive dies at any time after attaining his Benefit Age, but
        prior
        to commencement or completion of all monthly payments due and owing hereunder
        the trustee of the Retirement Income Trust Fund shall pay to the Executive's
        Beneficiary the monthly installments (or a continuation of the monthly
        installments if they have already commenced) for the balance of months remaining
        in the Payout Period.

      


      The
        Executive=s
        Accrued
        Benefit Account (if applicable), measured as of the Executive=s
        Benefit
        Age, shall be annuitized (using the Interest Factor) into monthly installments
        and shall be payable for the Payout Period. Such benefit payments shall commence
        on the Executive=s
        Benefit
        Eligibility Date. In the event the Executive dies at any time after attaining
        his Benefit Age, but prior to commencement or completion of all the payments
        due
        and owing hereunder the Bank shall pay to the Executive=s
        Beneficiary the same monthly installments (or a continuation of such monthly
        installments if they have already commenced) for the balance of months remaining
        in the Payout Period.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (b)
        Executive
        Dies Prior to Benefit Age

       

      If
        after
        such termination, the Executive dies prior to attaining his Benefit Age,
        this
        Subsection 5.1(b) shall be controlling with respect to retirement benefits.
        

      


      The
        Retirement Income Trust Fund, measured as of the date of the Executive's
        death,
        shall be used to provide the Executive’s beneficiary with benefits actuarially
        determined to be equal in amount to those the Executive would have received
        had
        the Executive lived until reaching the Benefit Age. Such payments shall commence
        within thirty (30) days of the date the Administrator receives notice of
        the
        Executive's death. 

      


      The
        Executive=s
        Accrued
        Benefit Account (if applicable), measured as of the date of the
        Executive=s
        death,
        shall be annuitized (using the Interest Factor) into monthly installments
        and
        shall be payable for the Payout Period. Such payments shall commence within
        thirty (30) days of the date the Administrator receives notice of the
        Executive=s
        death.


      


      
        	
                5.2

              	
                Termination
                  For Cause.

              


        	 	 


      

      If
        the
        Executive is terminated for Cause, all benefits under this Agreement, other
        than
        those which can be paid from previous Contributions to the Retirement Income
        Trust Fund (and earnings on such Contributions), shall be forfeited.
        Furthermore, no further Contributions (or Phantom Contributions, as applicable)
        shall be required of the Bank for the year in which such termination for
        Cause
        occurs (if not yet made). The Executive shall be entitled to receive a benefit
        in accordance with this Subsection 5.2. 

      


      The
        balance of the Executive=s
        Retirement Income Trust Fund shall be paid to the Executive in a lump sum
        on his
        Benefit Eligibility Date. In the event the Executive dies prior to his Benefit
        Eligibility Date, his Beneficiary shall be entitled to receive the balance
        of
        the Executive's Retirement Income Trust Fund in a lump sum within thirty
        (30)
        days of the date the Administrator receives notice of the Executive's death.
        

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      SECTION
        VI

      OTHER
        BENEFITS

      


      
        	
                6.1

              	
                (a)
                  Disability
                  Benefit.
                  

              


        	 	 


      

      If
        the
        Executive's service is terminated prior to Benefit Age due to a disability
        which
        meets the criteria set forth below, the Executive may request to receive
        the
        Disability Benefit in lieu of the retirement benefits available pursuant
        to
        Section 5.1 (which are not available prior to the Executive's Benefit
        Eligibility Date).

      


      In
        any
        instance in which: (i) it is determined by a duly licensed, independent
        physician selected by the Bank, that the Executive is no longer able, properly
        and satisfactorily, to perform his regular duties as an officer, because
        of ill
        health, accident, disability or general inability due to age, (ii) the Executive
        requests payment under this Subsection in lieu of Subsection 5.1, and (iii)
        Board of Executive approval is obtained to allow payment under this Subsection,
        in lieu of Subsection 5.1, the Executive shall be entitled to the following
        lump
        sum benefit(s). The lump sum benefit(s) to which the Executive is entitled
        shall
        include: (i) the balance of the Retirement Income Trust Fund, plus (ii) the
        balance of the Accrued Benefit Account (if applicable). The benefit(s) shall
        be
        paid within thirty (30) days following the date of the Executive's request
        for
        such benefit is approved by the Board of Directors. In the event the Executive
        dies after becoming eligible for such payment(s) but before the actual
        payment(s) is (are) made, his Beneficiary shall be entitled to receive the
        benefit(s) provided for in this Subsection 6.1(a) within thirty (30) days
        of the
        date the Administrator receives notice of the Executive's death.

      


      (b)
        Disability
        Benefit - Supplemental.

       

      Furthermore,
        if Board of Director approval is obtained within thirty (30) days of the
        Executive=s
        death,
        the Bank shall make a direct, lump sum payment to the Executive's Beneficiary
        in
        an amount equal to the sum of all remaining Contributions (or Phantom
        Contributions) set forth in Exhibit A, but not required pursuant to Subsection
        2.1(b) (or 2.1(c)) due to the Executive's disability-related termination.
        Such
        lump sum payment, if approved by the Board of Directors, shall be payable
        to the
        Executive=s
        Beneficiary within thirty (30) days of such Board of Director
        approval.

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                6.2

              	
                Additional
                  Death Benefit - Burial Expense.

              


        	 	 


      

      Upon
        the
        Executive=s
        death,
        the Executive=s
        Beneficiary shall also be entitled to receive a one-time lump sum death benefit
        in the amount of Ten Thousand Dollars ($10,000). This benefit shall be paid
        directly from the Bank to the Beneficiary and shall be provided specifically
        for
        the purpose of providing payment for burial and/or funeral expenses of the
        Executive. Such death benefit shall be payable within thirty (30) days of
        the
        date the Administrator receives notice of the Executive=s
        death.
        The Executive=s
        Beneficiary shall not be entitled to such benefit if the Executive is terminated
        for Cause prior to death.


      


      SECTION
        VII

      BENEFICIARY
        DESIGNATION

      


      The
        Executive shall make an initial designation of primary and secondary
        Beneficiaries upon execution of this Agreement and shall have the right to
        change such designation, at any subsequent time, by submitting to (i) the
        Administrator, and
        (ii) the
        trustee of the Retirement Income Trust Fund, in substantially the form attached
        as Exhibit B to this Agreement, a written designation of primary and secondary
        Beneficiaries. Any Beneficiary designation made subsequent to execution of
        this
        Agreement shall become effective only when receipt thereof is acknowledged
        in
        writing by the Administrator.


      


      SECTION
        VIII

      EXECUTIVE'S
        RIGHT TO ASSETS

      


      The
        rights of the Executive, any Beneficiary, or any other person claiming through
        the Executive under this Agreement, shall be solely those of an unsecured
        general creditor of the Bank. The Executive, the Beneficiary, or any other
        person claiming through the Executive, shall only have the right to receive
        from
        the Bank those payments or amounts so specified under this Agreement. The
        Executive agrees that he, his Beneficiary, or any other person claiming through
        him shall have no rights or interests whatsoever in any asset of the Bank,
        including any insurance policies or contracts which the Bank may possess
        or
        obtain to informally fund this Agreement. Any asset used or acquired by the
        Bank
        in connection with the liabilities it has assumed under this Agreement shall
        not
        be deemed to be held under any trust for the benefit of the Executive or
        his
        Beneficiaries, unless such asset is contained in the rabbi trust described
        in
        Section XII of this Agreement. Any such asset shall be and remain a general,
        unpledged asset of the Bank in the event of the Bank=s
        insolvency.

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      SECTION
        IX

      RESTRICTIONS
        UPON FUNDING

      


      The
        Bank
        shall have no obligation to set aside, earmark or entrust any fund or money
        with
        which to pay its obligations under this Agreement, other than those
        Contributions required to be made to the Retirement Income Trust Fund. The
        Executive, his Beneficiaries or any successor in interest to him shall be
        and
        remain simply a general unsecured creditor of the Bank in the same manner
        as any
        other creditor having a general claim for matured and unpaid compensation.
        The
        Bank reserves the absolute right in its sole discretion to either purchase
        assets to meet its obligations undertaken by this Agreement or to refrain
        from
        the same and to determine the extent, nature, and method of such asset
        purchases. Should the Bank decide to purchase assets such as life insurance,
        mutual funds, disability policies or annuities, the Bank reserves the absolute
        right, in its sole discretion, to replace such assets from time to time or
        to
        terminate its investment in such assets at any time, in whole or in part.
        At no
        time shall the Executive be deemed to have any lien, right, title or interest
        in
        or to any specific investment or to any assets of the Bank. If the Bank elects
        to invest in a life insurance, disability or annuity policy upon the life
        of the
        Executive, then the Executive shall assist the Bank by freely submitting
        to a
        physical examination and by supplying such additional information necessary
        to
        obtain such insurance or annuities.

       

      SECTION
        X

      ACT
        PROVISIONS

      


      
        	
                10.1

              	
                Named
                  Fiduciary and Administrator.
                  The Bank, as Administrator, shall be the Named Fiduciary of this
                  Agreement. As Administrator, the Bank shall be responsible for
                  the
                  management, control and administration of the Agreement as established
                  herein. The Administrator may delegate to others certain aspects
                  of the
                  management and operational responsibilities of the Agreement, including
                  the employment of advisors and the delegation of ministerial duties
                  to
                  qualified individuals.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                10.2

              	
                Claims
                  Procedure and Arbitration.
                  In the event that benefits under this Agreement are not paid to
                  the
                  Executive (or to his Beneficiary in the case of the Executive's
                  death) and
                  such claimants feel they are entitled to receive such benefits,
                  then a
                  written claim must be made to the Administrator within sixty (60)
                  days
                  from the date payments are refused. The Administrator shall review the
                  written claim and, if the claim is denied, in whole or in part,
                  it shall
                  provide in writing, within ninety (90) days of receipt of such
                  claim, its
                  specific reasons for such denial, reference to the provisions of
                  this
                  Agreement upon which the denial is based, and any additional material
                  or
                  information necessary to perfect the claim. Such writing by the
                  Administrator shall further indicate the additional steps which
                  must be
                  undertaken by claimants if an additional review of the claim denial
                  is
                  desired. 

              


      

      


      If
        claimants desire a second review, they shall notify the Administrator in
        writing
        within sixty (60) days of the first claim denial. Claimants may review this
        Agreement or any documents relating thereto and submit any issues and comments,
        in writing, they may feel appropriate. In its sole discretion, the Administrator
        shall then review the second claim and provide a written decision within
        sixty
        (60) days of receipt of such claim. This decision shall state the specific
        reasons for the decision and shall include reference to specific provisions
        of
        this Agreement upon which the decision is based.

      


      If
        claimants continue to dispute the benefit denial based upon completed
        performance of this Plan and the Agreement or the meaning and effect of the
        terms and conditions thereof, then claimants may submit the dispute to
        mediation, administered by the American Arbitration Association (AAAA@)
        (or a
        mediator selected by the parties) in accordance with the AAA=s
        Commercial Mediation Rules. If mediation is not successful in resolving the
        dispute, it shall be settled by arbitration administered by the AAA under
        its
        Commercial Arbitration Rules, and judgment on the award rendered by the
        arbitrator(s) may be entered in any court having jurisdiction
        thereof.

      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      SECTION
        XI

      MISCELLANEOUS

      


      
        	
                11.1

              	
                No
                  Effect on Employment Rights.
                  Nothing contained herein will confer upon the Executive the right
                  to be
                  retained in the service of the Bank nor limit the right of the
                  Bank to
                  discharge or otherwise deal with the Executive without regard to
                  the
                  existence of the Agreement.

              


      

      


      
        	
                11.2

              	
                State
                  Law.
                  The Agreement is established under, and will be construed according
                  to,
                  the laws of the state of Indiana, to the extent such laws are not
                  preempted by the Act and valid regulations published
                  thereunder.

              


      

      


      
        	
                11.3

              	
                Severability.
                  In the event that any of the provisions of this Agreement or portion
                  thereof, are held to be inoperative or invalid by any court of
                  competent
                  jurisdiction, then: (1) insofar as is reasonable, effect will be
                  given to
                  the intent manifested in the provisions held invalid or inoperative,
                  and
                  (2) the validity and enforceability of the remaining provisions
                  will not
                  be affected thereby.

              


      

      


      
        	
                11.4

              	
                Incapacity
                  of Recipient.
                  In the event the Executive is declared incompetent and a conservator
                  or
                  other person legally charged with the care of his person or Estate
                  is
                  appointed, any benefits under the Agreement to which such Executive
                  is
                  entitled shall be paid to such conservator or other person legally
                  charged
                  with the care of his person or Estate.


              


      

      


      
        	
                11.5

              	
                Unclaimed
                  Benefit.
                  The Executive shall keep the Bank informed of his current address
                  and the
                  current address of his Beneficiaries. The Bank shall not be obligated
                  to
                  search for the whereabouts of any person. If the location of the
                  Executive
                  is not made known to the Bank as of the date upon which any payment
                  of any
                  benefits from the Accrued Benefit Account may first be made, the
                  Bank
                  shall delay payment of the Executive's benefit payment(s) until
                  the
                  location of the Executive is made known to the Bank; however, the
                  Bank
                  shall only be obligated to hold such benefit payment(s) for the
                  Executive
                  until the expiration of thirty-six (36) months.


              


      

      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                11.6

              	
                Limitations
                  on Liability.
                  Notwithstanding any of the preceding provisions of the Agreement,
                  no
                  individual acting as an employee or agent of the Bank, or as a
                  member of
                  the Board of Executives shall be personally liable to the Executive
                  or any
                  other person for any claim, loss, liability or expense incurred
                  in
                  connection with the Agreement.

              


      

      


      
        	
                11.7

              	
                Gender.
                  Whenever in this Agreement words are used in the masculine or neuter
                  gender, they shall be read and construed as in the masculine, feminine
                  or
                  neuter gender, whenever they should so
                  apply.

              


      

      


      
        	
                11.8

              	
                Effect
                  on Other Corporate Benefit Agreements.
                  Nothing contained in this Agreement shall affect the right of the
                  Executive to participate in or be covered by any qualified or
                  non-qualified pension, profit sharing, group, bonus or other supplemental
                  compensation or fringe benefit agreement constituting a part of
                  the Bank's
                  existing or future compensation
                  structure.

              


      

      


      
        	
                11.9

              	
                Suicide.
                  Notwithstanding anything to the contrary in this Agreement, if
                  the
                  Executive's death results from suicide, whether sane or insane,
                  within
                  twenty-six (26) months after execution of this Agreement, all further
                  Contributions to the Retirement Income Trust Fund (or Phantom
                  Contributions recorded in the Accrued Benefit Account) shall thereupon
                  cease, and no Contribution (or Phantom Contribution) shall be made
                  by the
                  Bank to the Retirement Income Trust Fund (or recorded in the Accrued
                  Benefit Account) in the year such death resulting from suicide
                  occurs (if
                  not yet made). All benefits other than those available from previous
                  Contributions to the Retirement Income Trust Fund under this Agreement
                  shall be forfeited, and this Agreement shall become null and void.
                  The
                  balance of the Retirement Income Trust Fund, measured as of the
                  Executive's date of death, shall be paid to the Beneficiary within
                  thirty
                  (30) days of the date the Administrator receives notice of the
                  Executive's
                  death. 

              


      

      


      
        	
                11.10

              	
                Inurement.
                  This Agreement shall be binding upon and shall inure to the benefit
                  of the
                  Bank, its successors and assigns, and the Executive, his successors,
                  heirs, executors, administrators, and
                  Beneficiaries.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                11.11

              	
                Headings.
                  Headings and sub-headings in this Agreement are inserted for reference
                  and
                  convenience only and shall not be deemed a part of this
                  Agreement.

              


      

      


      
        	
                11.12

              	
                Establishment
                  of a Rabbi Trust.
                  The Bank shall establish a rabbi trust into which the Bank shall
                  contribute assets which shall be held therein, subject to the claims
                  of
                  the Bank's creditors in the event of the Bank's "Insolvency" (as
                  defined
                  in such rabbi trust agreement), until the contributed assets are
                  paid to
                  the Executive and/or his Beneficiary in such manner and at such
                  times as
                  specified in this Agreement. It is the intention of the Bank that
                  the
                  contribution or contributions to the rabbi trust shall provide
                  the Bank
                  with a source of funds to assist it in meeting the liabilities
                  of this
                  Agreement.

              


      

      


      11.13      
         Source
        of Payments.
        All
        payments provided in this Agreement shall be timely paid in cash or check
        from
        the general funds of the Bank or the assets of the rabbi trust, to the extent
        made from the Accrued Benefit Account. 

      


      SECTION
        XII

      AMENDMENT/PLAN
        TERMINATION

      


      
        	
                12.1

              	
                Amendment
                  or Plan Termination.
                  The Bank intends this Agreement to be permanent, and the Agreement
                  may not
                  be amended or terminated without the express written consent of
                  the
                  parties. Any amendment or termination of the Agreement shall be
                  made
                  pursuant to a resolution of the Board of Directors of the Bank
                  and shall
                  be effective as of the date of such resolution. No amendment or
                  termination of the Agreement shall directly or indirectly deprive
                  the
                  Executive of all or any portion of the Executive's Retirement Income
                  Trust
                  Fund (and Accrued Benefit Account, if applicable) as of the effective
                  date
                  of the resolution amending or terminating the
                  Agreement.

              


      

      


      Notwithstanding
        the above, if the Executive does not exercise any withdrawal rights pursuant
        to
        Subsection 2.2, and if at any time after the final Contribution immediately
        prior to Executive’s Benefits Eligibility Date or the date that triggers
        distribution is made to the Retirement Income Trust Fund the Executive elects
        to
        terminate the Retirement Income Trust Fund and receive a distribution of
        the
        assets of the Retirement Income Trust Fund, then upon such distribution this
        Agreement shall terminate.

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	
                12.2

              	
                Executive's
                  Right to Payment Following Plan Termination.
                  In the event of a termination of the Agreement, the Executive shall
                  be
                  entitled to the balance, if any, of his Retirement Income Trust
                  Fund (and
                  Accrued Benefit Account, if applicable). However, if such termination
                  is
                  done in anticipation of or pursuant to a AChange
                  in Control,@
                  such balance(s) shall include the final Contribution (or final
                  Phantom
                  Contribution) made (or recorded) pursuant to Subsection 2.1(b)(2)
                  (or
                  2.1(c)(2)). Payment of the balance(s) of the Executive's Retirement
                  Income
                  Trust Fund (and Accrued Benefit Account, if applicable) shall not
                  be
                  dependent upon his continuation of service with the Bank following
                  the
                  termination date of the Agreement. Payment of the balance(s) of
                  the
                  Executive's Retirement Income Trust Fund (and Accrued Benefit Account,
                  if
                  applicable) shall be made in a lump sum within thirty (30) days
                  of the
                  date of termination of the
                  Agreement.

              


      

      


      SECTION
        XIII

      EXECUTION

      


      
        	
                13.1

              	
                This
                  Agreement and the Michael H. Head Grantor Trust Agreement set forth
                  the
                  entire understanding of the parties hereto with respect to the
                  transactions contemplated hereby, and any previous agreements or
                  understandings between the parties hereto regarding the subject
                  matter
                  hereof are merged into and superseded by this Agreement and the
                  Michael H.
                  Head Grantor Trust Agreement. 

              


      

      


      
        	
                13.2

              	
                This
                  Agreement shall be executed in triplicate, each copy of which,
                  when so
                  executed and delivered, shall be an original, but all three copies
                  shall
                  together constitute one and the same
                  instrument.

              


      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Bank and the Executive have caused this Agreement to
        be
        executed on the day and date first above written.

      


      

        
          	
                  ATTEST:

                	
                   

                	
                   

                	
                   (BANK): 

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  /s/
                    Rick Heldt

                	
                   

                	
                   

                	
                  By: 

                	
                   /s/ George
                    J. Smith

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   
                    

                	
                   Title:

                	
                   EVP/CFO    

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  
                    WITNESS:

                  

                	
                   

                	
                   

                	
                   EXECUTIVE:

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  /s/
                    Rick Heldt

                	
                   

                	
                   

                	
                   

                	
                  /s/
                    Michael H.  Head 

                


        

      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      


      CONDITIONS,
        ASSUMPTIONS,

      AND

      SCHEDULE
        OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS

      


      1.            
        Interest
        Factor - for purposes of: 

      


      
        	 	
                a.

              	
                the
                  Accrued Benefit Account for accruals begun under the December 1997
                  Restated
                  and Amended Executive Supplemental Retirement Income Master
                  Agreement
                  shall be eight percent (8%) per annum, compounded monthly;
                  

              


        	 	 	 


      

      
        	 	 	
                the
                  Accrued Benefit Account for accruals begun under the April 2002
                  Second Executive
                  Supplemental Retirement Income Master Agreement
                  shall be seven percent (7%) per annum, compounded
                  monthly.

              


      

      


      
        	 	
                b.

              	
                the
                  Retirement Income Trust Fund - for purposes of annuitizing the
                  balance of
                  the Retirement Income Trust Fund over the Payout Period, the trustee
                  of
                  the Michael
                  H. Head Grantor Trust
                  shall exercise discretion in selecting the appropriate rate given
                  the
                  nature of the investments contained in the Retirement Income Trust
                  Fund
                  and the expected return associated with the investments. For these
                  purposes, if the trustee of the Retirement Income Trust Fund has
                  purchased
                  a life insurance policy, the trustee shall have the discretion
                  to
                  determine the portion of the cash value of such policy available
                  for
                  purposes of annuitizing the Retirement Income Trust Fund, in accordance
                  with Section 2.3 of the Agreement. 

              


      

      


      
        	
                2.

              	
                The
                  amount of the annual Contributions (or Phantom Contributions) to
                  the
                  Retirement Income Trust Fund (or Accrued Benefit Account) has been
                  based
                  on the annual interest-adjusted accounting accruals which would
                  be
                  required of the Bank through the earlier of the Executive=s
                  death or Benefit Age, (i) pursuant to APB Opinion No. 12, as amended
                  by
                  FAS 106 and (ii) assuming a discount rate equal to eight percent
                  (8%) per
                  annum for accruals begun under the December 1997 Restated
                  and Amended Executive Supplemental Retirement Income Master
                  Agreement
                  and assuming a discount rate equal to seven percent (7%) per annum
                  for
                  accruals begun under the April 2002 Second Executive
                  Supplemental Retirement Income Master Agreement,
                  in order to provide a portion of the unfunded, non-qualified Supplemental
                  Retirement Income Benefit. 

              


      

       

      
        	
                3.

              	
                Supplemental
                  Retirement Income Benefit for accruals begun under the December
                  1997
                  Restated
                  and Amended Executive Supplemental Retirement Income Master
                  Agreement
                  means an actuarially determined annual amount equal to Twenty-One
                  Thousand
                  One Hundred and Ninety-Two Dollars ($21,192) at age 60 if paid
                  entirely
                  from the Accrued Benefit Account or Fourteen Thousand Nine Hundred
                  and
                  Sixty-Two Dollars ($14,962) at age 60 if paid from the Retirement
                  Income
                  Trust Fund.

              


        	 	 


      

      
        	 	
                Supplemental
                  Retirement Income Benefit for accruals begun under the April 2002
                  Second Executive
                  Supplemental Retirement Income Master Agreement
                  an
                  actuarially determined annual amount equal to One-Hundred-Six Thousand
                  Eight Hundred and Ninety-Six Dollars ($106,896) at age 65 if paid
                  entirely
                  from the Accrued Benefit Account or Seventy-Five Thousand Four
                  Hundred and
                  Sixty-Nine Dollars ($75,469) at age 65 if paid from the Retirement
                  Income
                  Trust Fund.

              


      

      


      Exhibit
        A

      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

         

      

      The
        Supplemental Retirement Income Benefit:

      


      
        	 	
                !

              	
                the
                  definition of Supplemental Retirement Income Benefit has been incorporated
                  into the Agreement for the sole purpose of actuarially establishing
                  the
                  amount of annual Contributions (or Phantom Contributions) to the
                  Retirement Income Trust Fund (or Accrued Benefit Account). The
                  amount of
                  any actual retirement, pre-retirement or disability benefit payable
                  pursuant to the Agreement will be a function of (i) the amount
                  and timing
                  of Contributions (or Phantom Contributions) to the Retirement Income
                  Trust
                  Fund (or Accrued Benefit Account) and (ii) the actual investment
                  experience of such Contributions (or the monthly compounding rate
                  of
                  Phantom Contributions). 

              


      

       

      4.         
          Schedule
        of Annual Gross Contributions/Phantom Contributions

      


      

        
          	
                  Plan
                    Year

                	 	
                  Contributions
from
                    Dec 1997 
Agreement

                	 	
                  Contributions
                    from
April 2002
Agreement

                	 	
                  Total
Contributions

                	 
	
                  2005

                	 	 	
                  34,786

                	 	 	
                  53,617

                	 	 	
                  88,403

                	 
	
                  2006

                	 	 	
                  6,027

                	 	 	
                  19,209

                	 	 	
                  25,236

                	 
	
                  2007

                	 	 	
                  6,787

                	 	 	
                  21,701

                	 	 	
                  28,488

                	 
	
                  2008

                	 	 	
                  7,633

                	 	 	
                  24,462

                	 	 	
                  32,095

                	 
	
                  2009

                	 	 	
                  8,573

                	 	 	
                  27,505

                	 	 	
                  36,078

                	 
	
                  2010

                	 	 	
                  9,614

                	 	 	
                  30,859

                	 	 	
                  40,473

                	 
	
                  2011

                	 	 	
                  10,771

                	 	 	
                  34,555

                	 	 	
                  45,326

                	 
	
                  2012

                	 	 	
                  12,054

                	 	 	
                  38,624

                	 	 	
                  50,678

                	 
	
                  2013

                	 	 	
                  13,474

                	 	 	
                  43,098

                	 	 	
                  56,572

                	 
	
                  2014

                	 	 	
                  15,048

                	 	 	
                  48,022

                	 	 	
                  63,070

                	 
	
                  2015

                	 	 	
                  16,790

                	 	 	
                  53,433

                	 	 	
                  70,223

                	 
	
                  2016

                	 	 	
                  18,717

                	 	 	
                  59,375

                	 	 	
                  78,092

                	 
	
                  2017

                	 	 	
                  20,850

                	 	 	
                  65,888

                	 	 	
                  86,738

                	 
	
                  2018

                	 	 	
                  15,853

                	 	 	
                  73,042

                	 	 	
                  88,895

                	 
	
                  2019

                	 	 	 	 	 	
                  80,884

                	 	 	
                  80,884

                	 
	
                  2020

                	 	 	 	 	 	
                  89,476

                	 	 	
                  89,476

                	 
	
                  2021

                	 	 	 	 	 	
                  98,891

                	 	 	
                  98,891

                	 
	
                  2022

                	 	 	 	 	 	
                  109,195

                	 	 	
                  109,195

                	 
	
                  2023

                	 	 	 	 	 	
                  76,249

                	 	 	
                  76,249

                	 


        

      

       

      Exhibit
        A
        - Cont=


      
        
          
          

        

        
          28