**DEFERRED
      COMPENSATION AGREEMENT**


**FOR**


**GEORGE
      J. SMITH**







**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
      GEORGE J. SMITH**




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 George J. Smith (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      Federal Savings Bank, are hereby superceded and replaced by this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 berepresentedby
                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
            "Administrator"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'sbenefits are payable. If no Beneficiary is so designated, then the
                Executive'sSpouse, if living, will be deemed the Beneficiary. If the
                Executive'sSpouse 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.




3






1.8
            "Board
                of Directors" means the board of Directors of the
                Bank.





1.9
            "Cause"
                means termination of the Executive'sservice to the Bank due to: (i) actions or inactions which constitute
                a
                breach of the bylaws of the Bank or (ii) the Executive'spersonal 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
            "Change
                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 "Exchange
                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
                "person"(as the term is used in sections 13(d) and 14(d) of the Exchange
                Act) is
                or becomes the "beneficial
                owner"(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
                of securities of the Bank representing Twenty Percent (20.0%) or
                more of
                the combined voting power of the Bank'soutstanding 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'sEmployee Stock Ownership Plan and/or trust;
                or


(ii)
            individuals
                who constitute the board of directors on the date hereof (the
                "Incumbent
                Board")
                cease for any reason to constitute at least a majority thereof, provided
                that any person becoming a director subsequent to the date hereof
                whose
                election was approved by a vote of at least three-quarters of the
                directors comprising the Incumbent Board, or whose nomination for
                election
                by the Bank'sstockholders was approved by the Bank'sNominating 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'ssecurities 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 " stockholder(s)" and
      " members" shall be
      considered one and the same. For purposes of this Subsection 1.10, the term
      " Holding
      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).





5





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'sAccrued 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 George
                J.
                Smith Grantor Trust agreement.


1.22
            "Spouse"means the individual to whom the Executive is legally married at
                the time
                of the Executive'sdeath, provided, however, that the term "Spouse"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.




6




1.23
            "Supplemental
                Retirement Income Benefit" means an annual amount (beforetaking 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 George J. Smith Grantor Trust into
                which
                the Bank shall be required to make annual Contributions on the
                Executive'sbehalf, 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'spersonal 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 George J. Smith 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'sobligation to make Contributions to the Retirement Income Trust Fund
                shall
                cease and the Bank'sobligation 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
                George J. Smith Grantor Trust Agreement, the George J. Smith 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.





(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.





8




(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.





9




(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.





10




(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 George J. Smith 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, " exercise
      of withdrawal rights" shall
      mean those withdrawal rights to which the Executive is entitled under Article
      III of the George J. Smith 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 George J. Smith
      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, " annuitizing" 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.





**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.




14




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'sservice 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.




15




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.
  16
  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).
  17
  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.
  18
  **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 ("' AAA" )
        (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.
 
 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.
  23
  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 "Change
                  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 George J. Smith 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
                  George J.
                  Smith 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/
                  Michael H. HeadTitle:
                President
                  and CEOWITNESS:
                
                EXECUTIVE:/s/
                  Rick Heldt
                
                /s/ George
                  J.
                  Smith
  26
  **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**George
                  J. Smith 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 Fifty-Four Thousand Six Hundred and Ninety-Six Dollars
                  ($54,696)
                  at age 65 if paid entirely from the Accrued Benefit Account or
                  Thirty-Eight Thousand and Fourteen Dollars ($38,014) 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).
 
 27
  Exhibit
        A
  4.
              Schedule
                  of Annual Gross Contributions/Phantom
                  Contributions
 (George
        J. Smith)
  
 Plan
                  Year
              
              Amount2005
              
              
              33,8292006
              
              
              12,1172007
              
              
              13,6972008
              
              
              15,4362009
              
              
              17,3512010
              
              
              19,4702011
              
              
              21,8032012
              
              
              24,3702013
              
              
              27,1952014
              
              
              30,3052015
              
              
              33,7122016
              
              
              37,4592017
              
              
              41,5752018
              
              
              46,0862019
              
              
              51,0372020
              
              
              56,4552021
              
              
              45,755




Exhibit
        A
        - Cont’d
  **DEFERRED
        COMPENSATION AGREEMENT**
 **BENEFICIARY
        DESIGNATION**
 
 The
        Executive, under the terms of the Deferred Compensation Agreement executed
        by
        the Bank, dated the __________________, 2005, hereby designates the following
        Beneficiary(ies) to receive any guaranteed payments or death benefits under
        such
        Agreement, following his death:
  PRIMARY
                    BENEFICIARY:SECONDARY
                    BENEFICIARY:
  This
        Beneficiary Designation hereby revokes any prior Beneficiary Designation
        which
        may have been in effect.
 
 Such
        Beneficiary Designation is revocable.
  DATE:
        ______________________, 20__
  WITNESS
                
                EXECUTIVE
  
  Exhibit
        B


***First
      Amendment to the***


***Deferred
      Compensation Agreement for***


***George
      J. Smith***


Upon
      mutual consent and for valuable consideration hereby recognized, *the
      Deferred Compensation Agreement for George J. Smith* is
      hereby
      amended to bring the plan into compliance with 26 USCS § 409A. The language
      below is immediately effective for each listed section and supercedes all
      previous versions of these sections.





**Amended
      Sections**





**Subsection
      1.1 of** ***the
      Deferred Compensation Agreement for George J. Smith*** ****** **shall
      be amended to read as follows;**





1.1
            "Accrued
                Benefit Account" shall berepresentedby
                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.In
                the event the Bank commences Phantom Contributions to the Accrued
                Benefit
                Account it is intended that all aspects of this agreement will be
                construed in a manner consistent with IRC §
                409A.




**Subsection
      1.10 of** ***the
      Deferred Compensation Agreement for George J. Smith*** ****** **shall
      be amended to read as follows;**





1.10
            “Change
                of Control” shall mean and include the following change of
                controlevents
                with respect to the Bank, or the Holding
                Company;




Change
      in
      Control Events shall include a change in the ownership of the
      corporation, a change in effective control of the corporation, or a change
      in
      the ownership of a substantial portion of the assets of the corporation.









For
      this
      section “persons acting as a group” is defined as follows; Persons will be
      considered to be acting as a group if they are owners of a corporation that
      enters into a merger, consolidation, purchase or acquisition of stock, or
      similar business transaction with the corporation. Persons will not be
      considered to be acting as a group solely because they purchase or own stock
      of
      the same corporation at the same time, or as a result of the same public
      offering. If a person, including an entity, owns stock in both corporations
      that
      enter into a merger, consolidation, purchase or acquisition of stock, or similar
      transaction, such shareholder is considered to be acting as a group with other
      shareholders in a corporation only with respect to the ownership in that
      corporation prior to the transaction giving rise to the change and not with
      respect to the ownership interest in the other corporation.




*A.*
            *Change
                in Ownership of the
                Corporation*




Change
      in
      the ownership occurs on the date that any one person, or more than one person
      acting as a gr oup
      (as
      defined above), acquires ownership of stock of the corporation that, together
      with stock held by such person or group, constitutes more than 50 percent of
      the
      total fair market value or total voting power of the stock of such corporation.
      However, if any one person or more than one person acting as a group, is
      considered to own more than 50 percent of the total fair market value or total
      voting power of the stock of a corporation, the acquisition of additional stock
      by the same person or persons is not considered to cause a change in the
      ownership of the corporation or to cause a change in the effective control
      of
      the corporation.




*B.*
            *Change
                in the Effective Control of the
                Corporation*




Change
      in
      the effective control of the corporation. A change in the effective control
      of a
      corporation occurs on the date that either — (1) Any one person, or more than
      one person acting as a group (as defined
      above), acquires (or has acquired during the 12-month period ending on the
      date
      of the most recent acquisition by such person or persons) ownership of stock
      of
      the corporation possessing 35 percent or more of the total voting power of
      the
      stock of such corporation; or (2) a majority of members of the corporation’s
      board of directors is replaced during any 12-month period by directors whose
      appointment or election is not endorsed by a majority of the members of the
      corporation’s board of directors prior to the date of the appointment or
      election.









*C.*
            *Change
                in the Ownership of a Substantial Portion of the Corporation’s
                Assets.*




Change
      in
      the ownership of a substantial portion of a corporation’s assets occurs on the
      date that any one person, or more than one person act ing
      as a
      group (as defined above), acquires (or has acquired during the 12-month period
      ending on the date of the most recent acquisition by such person or persons)
      assets from the corporation that have a total gross fair market value equal
      to
      or more than 40 percent of the total gross fair market value of all of the
      assets of the corporation immediately prior to such acquisition or acquisitions.
      For this purpose, gross fair market value means the value of the assets of
      the
      corporation, or the value of the assets being disposed of, determined without
      regard to any liabilities associated with such assets.




**The
      following language will be added to Subsection 2.1(c) of** ***the
      Deferred Compensation Agreement for George J. Smith*** **;**





(c) Withdrawal
      Rights Exercised.





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
      commence. Because Phantom Contributions to the Accrued Benefit Account are
      not
      taxed to the executive until distributed as benefits, the Accrued Benefit
      Account is subject to IRC § 409A. In the event the Bank commences Phantom
      Contributions to the Accrued Benefit Account it is intended that all aspects
      of
      this agreement will be construed in a manner consistent with IRC §
409A.





**Subsection
      2.2 of** ***the
      Deferred Compensation Agreement for George J. Smith*** **shall
      be amended to read as follows;**





2.2
            Withdrawals
                From Retirement Income Trust
                Fund.


Exercise
      of withdrawal rights by the Executive pursuant to the George J. Smith 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. In the event the Bank commences Phantom Contributions to the Accrued
      Benefit Account it is intended that all aspects of this agreement will be
      construed in a manner consistent with IRC § 409A. For purposes of this
      Subsection 2.2, " exercise
      of withdrawal rights" shall
      mean those withdrawal rights to which the Executive is entitled under Article
      III of the George J. Smith 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 George J. Smith
      Grantor Trust pursuant to the provisions of the trust document.










**The
      following Subsection 2.4 shall be added to** ***the
      Deferred Compensation Agreement for George J. Smith*** **;**





2.4
            Benefits
                Payable From the Accrued Benefit
                Account


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
      commence. Because Phantom Contributions to the Accrued Benefit Account are
      not
      taxed to the executive until distributed as benefits, the Accrued Benefit
      Account is subject to IRC § 409A. In the event the Bank commences Phantom
      Contributions to the Accrued Benefit Account it is intended that all aspects
      of
      this agreement will be construed in a manner consistent with IRC §
409A.





**The
      following language will be added to the end of the second paragraph of
      Subsection 6.1(a)** **Disability
      Benefit** **,
      of** ***the
      Deferred Compensation Agreement for George J. Smith*** **;**





For
      these
      purposes, a distribution from the Accrued Benefit Account (but not the
      Retirement Income Trust Fund) shall require a determination that the Executive
      is “disabled” within the meaning of proposed Treasury Regulation Section
      1.409A-3(g)(4).










All
      other
      provisions of *the
      Deferred Compensation Agreement for George J. Smith* ****** which
      are
      not specifically modified by this Amendement are hereby incorporated and shall
      remain in full force and effect. This amendment is effective upon resolution
      by
      the Board of Directors of the Bank. Signature below indicates that this
      amendment has been presented to and approved by the Board of Directors of the
      Bank.


/s/
                  George J. Smith
              Date
                  11/20/06
              Participant
                  Signature and DateGeorge
                  J. Smith EVP/CFO
              
              Participant
                  Printed Name/Title/s/
                  Michael H. Head
              Date
                  11/27/06
              Bank
                  Officer Signature and DateMichael
                  H. Head, CEO
              
              Bank
                  Officer Printed Name/Title