Unassociated Document


     

     

     

     

    


    DEFERRED
      COMPENSATION AGREEMENT

    FOR
      

    KIRBY
      KING

    


    


    


    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
      KIRBY KING

    


    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 Kirby King (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      are hereby superceded and replaced by this Agreement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: 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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" means the Executive’s sixty-fifth (65th)
                birthday.

            


    

     

    
      	
              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

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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.


            


    

    


    
      	
              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. 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 Kirby
                King
                Grantor Trust agreement. 

            


      	 	 


    

    
      	
              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 Kirby King 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 Kirby King 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 Kirby
                King Grantor Trust Agreement, the Kirby King Grantor Trust Agreement
                shall
                supersede this Agreement.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      (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. 

     

    (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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      (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.)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (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.)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

            	
              Withdrawals
                From Retirement Income Trust Fund.

            


      	 	 


    

    Exercise
      of withdrawal rights by the Executive pursuant to the Kirby King 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 Kirby King 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 Kirby King 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      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.

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          



      

    

    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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      (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.

     

    (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.
      

    


    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.

    


    
      	
              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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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.


            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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 Kirby King 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 Kirby King 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.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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/ Michael
              H. Head
	 	 	 	 	 
	 	 	
               


            	
               Title:

            	 President
              and CEO
	 	 	 	 	 
	 	 	 	 	 
	WITNESS:	 	 	
               EXECUTIVE:

            	 
	 	 	 	 	 
	 	 	 	 	 
	/s/
              Rick Heldt	 	 	 	/s/
              Kirby King


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

          

    CONDITIONS,
      ASSUMPTIONS, 

    AND

    SCHEDULE
      OF CONTRIBUTIONS AND PHANTOM CONTRIBUTIONS

    


    1.          
       Interest
      Factor - for purposes of: 

    


    
      	 	
              a.

            	
              the
                Accrued Benefit Account - 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 Kirby
                King 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 incremental 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 seven percent
                (7%);
                provided, however, that if there is a Change in Control, the following
                formulae shall be used: In the event a life insurance product is
                purchased, 150 basis points less than the then current crediting
                rate on
                the policy or in the event an annuity product is purchased, 200 basis
                points less than the then current mean crediting rate on the annuity,
                in
                order to provide the unfunded, non-qualified Supplemental Retirement
                Income Benefit.

            


    

    


    
      	
              3.

            	
              Supplemental
                Retirement Income Benefit means an actuarially determined annual
                amount
                equal to Seventy Thousand Seven Hundred and Four Dollars ($70,704)
                at age
                65 if paid entirely from the Accrued Benefit Account or Forty-Eight
                Thousand and Seventy-Nine Dollars ($48,079) at age 65 if paid from
                the
                Retirement Income Trust Fund.

            


    

    


    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). 

            


    

     

    Exhibit
      A

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.            
       Schedule
      of Annual Gross Contributions/Phantom Contributions

                    
      (Kirby King)


    

      
        	
                Plan
                  Year

              	 	 	
                Amount

              	 
	 	 	 	 	 
	
                2005

              	 	 	
                58,592

              	 
	
                2006

              	 	 	
                20,990

              	 
	
                2007

              	 	 	
                23,717

              	 
	
                2008

              	 	 	
                26,729

              	 
	
                2009

              	 	 	
                30,058

              	 
	
                2010

              	 	 	
                33,722

              	 
	
                2011

              	 	 	
                37,762

              	 
	
                2012

              	 	 	
                42,211

              	 
	
                2013

              	 	 	
                47,100

              	 
	
                2014

              	 	 	
                52,478

              	 
	
                2015

              	 	 	
                58,387

              	 
	
                2016

              	 	 	
                64,883

              	 
	
                2017

              	 	 	
                72,006

              	 
	
                2018

              	 	 	
                79,819

              	 
	
                2019

              	 	 	
                48,414

              	 


      



     

    


    Exhibit
      A
      - Cont=d