EXHIBIT 10.3


DIRECTOR  DEFERRED COMPENSATION MASTER AGREEMENT










Exhibit 10.3


DIRECTOR DEFERRED
 COMPENSATION AGREEMENTS


Mutual Federal Savings Bank
 Muncie, Indiana


Financial Institution Consulting Corporation
700 Colonial Road, Suite 260 .
Memphis, Tennessee 38117
 WATS: 1-800-873-0089
 FAX: (901) 68-7414
 (901) 684-7400











DIRECTOR DEFERRED COMPENSATION MASTER AGREEMENT


          This Director Deferred Compensation Master Agreement (the “Agreement”), effective as of the 1st day of September, 1993, by and between MUTUAL FEDERAL SAVINGS BANK (the “Bank”), a federally chartered savings bank, and certain eligible Directors, hereinafter referred to as “Director”, who shall be approved by the Bank to participate and who shall elect to become a party to this Director Deferred Compensation Master Agreement by execution of a Director Deferred Compensation Joinder Agreement (“Joinder Agreement”) in a form provided by the Bank.


WITNESSETH:


          WHEREAS, the Directors serve the Bank as members of the Board; and


          WHEREAS, the Bank recognizes the valuable services heretofore performed for it by such Directors and wishes to encourage continued service of each; and


          WHEREAS, the Bank values the efforts, abilities and accomplishments of such Directors and recognizes that the Directors’ services will substantially contribute to its continued growth and profits in the future; and


          WHEREAS, these Directors wish to defer a certain portion of their fees to be earned in the future; and


          WHEREAS, the Directors and the Bank desire to formalize the terms and conditions upon which the Bank shall pay such deferred compensation to the Directors or their designated beneficiaries; and


          WHEREAS, the Bank has adopted this Director Deferred Compensation Master Agreement which controls all issues relating to the Deferred Compensation Benefit as described herein and which restates and replaces the existing fee deferral program available to the Directors;











          NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree to the following terms and conditions:


SECTION I


DEFINITIONS


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

	
  
1.1
  	
  
“Bank” means Mutual Federal   Savings Bank and any successor thereto.
  
	
  
 
  	
  
 
  
	
  
1.2
  	
  
“Beneficiary” means the   person or persons (and their heirs) designated as Beneficiary in the   Director’s Joinder Agreement to whom the deceased Director’s benefits are   payable. If no Beneficiary is so designated, then the Director’s Spouse, if   living, will be deemed the Beneficiary. If the Director’s Spouse is not   living, then the Children of the Director will be deemed the   Beneficiaries and will take on a per stirpes basis. If there are no living   Children, then the Estate of the Director will be deemed the Beneficiary.
  
	
   
  	
  
 
  
	
  
1.3
  	
  
“Benefit   Age” shall be the birthday on which the Director becomes eligible to receive   benefits under the Plan. Such birthday shall be designated in the Director’s   Joinder Agreement.
  
	
  
 
  	
  
 
  
	
  
1.4
  	
  
“Benefit   Eligibility Date” shall be the date on which a Director is entitled to   receive his Deferred Compensation Benefit. It shall be the 1st day of the   month coincident with or next following the month in which the Director   attains the Benefit Age designated in his Joinder Agreement.
  
	
  
 
  	
  
 
  
	
  
1.5
  	
  
“Cause”   means 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 Agreement, or gross negligence in   matters of material importance to the Bank.
  













	
  1.6
  	
  
“Children”   means the Director’s children, both natural and adopted, then living at the   time payments are due the Children under this Agreement.
  
	
  
 
  	
  
 
  
	
  
1.7
  	
  
“Deferral Period” means   the period of months designated in the Director’s Joinder Agreement during   which the Director shall defer current Board fees. The Deferral Period shall   commence on the date designated in the Director’s Joinder Agreement.
  
	
  
 
  	
  
 
  
	
  
1.8
  	
  
“Deferred Compensation   Benefit” means the annuitized value of the Director’s Elective Contribution   Account, measured as of the Director’s Benefit Age, payable in monthly   installments throughout the Payout Period and commencing on the Director’s   Benefit Eligibility Date.
  
	
  
 
  	
  
 
  
	
  
1.9
  	
  
“Disability Benefit” means   the benefit annuity payable to the Director following a determination, in accordance   with Subsection 4.2, that he is no longer able, properly and satisfactorily,   to perform his duties as Director.
  
	
   
  	
  
 
  
	
  
1.10
  	
  
“Effective Date” of this   Agreement shall be September 1, 1993.
  
	
  
 
  	
  
 
  
	
  
1.11
  	
  
“Elective Contribution”   shall refer to any bookkeeping entry required to record a Director’s   voluntary monthly pre-tax deferral which shall be made in accordance with the   Director’s Joinder Agreement.
  
	
  
 
  	
  
 
  
	
  
1.12
  	
  
“Elective Contribution   Account” shall be represented by the bookkeeping entries required to record a   Director’s Elective Contributions plus accrued interest) equal to the   Interest Factor, earned to date on such amounts. However, neither the   existence of such bookkeeping entries nor the Elective Contribution Account   itself shall be deemed to create either a trust of any kind, or a fiduciary   relationship between the Bank; and the Director or any Beneficiary.
  













	
  1.13
  	
  
“Estate” means the estate   of the Director.
  
	
  
 
  	
  
 
  
	
  
1.14
  	
  
 “Interest Factor” means monthly compounding at Ten (10%) Percent   per annum. Interest crediting for fees earned and “deferred during any   January, February- or March shall commence on the following April 1st.   Interest crediting for fees earned and deferred during any April, May or June   shall commence on the following July 1st. Interest crediting for fees earned   and deferred during any July, August or September shall commence on the   following October” 1st. Interest crediting for fees earned and deferred   during any October, November or December shall commence on the following January   1st.
  
	
  
 
  	
  
 
  
	
  
1.15
  	
  
“Payout Period” means the   time frame during which certain benefits payable hereunder shall be   distributed”  Payments shall be made   in equal monthly installments commencing on the first day of the month   coincident with or next following the occurrence of the event which triggers   distribution and continuing for a period of months, as designated in the   Director’s Joinder Agreement.
  
	
  
 
  	
  
 
  
	
  
1.16
  	
  
“Projected Deferral” is an   estimate, determined upon execution of a Joinder Agreement, of the total   amount to be deferred by the Director during his Deferral Period, and so   designated in the Director’s Joinder Agreement.
  
	
   
  	
  
 
  
	
  
1.17
  	
  
“Spouse” means the   individual to whom the Director is legally married at the time of the   Director’s death.
  













	
  
1.18
  	
  
“Survivor’s Benefit” means   an annuity stream payable to the Beneficiary in monthly installments   throughout the Payout Period, equal to the amount designated in the Joinder   Agreement, and subject to Subsection 5.1.
  




SECTION II


DEFERRED COMPENSATION


          Commencing on the Effective Date, and continuing through the end of the Deferral Period, the Director and the Bank agree that the Director shall defer into his Elective Contribution Account up to one hundred (100%) percent of the monthly fees that the Director would otherwise be entitled to receive from the Bank for each month of the Deferral Period, with the total deferral during the term of the Deferral Period not to exceed the Director’s Projected Deferral. The specific amount of the Director’s monthly Deferred Compensation shall be designated in the Director’s Joinder Agreement and shall apply only to compensation attributable to services not yet performed.


SECTION III


ADJUSTMENT OF DEFERRAL AMOUNT


          Deferral of the specific amount of fees designated in the Director’s Joinder Agreement shall continue in effect pursuant to the terms of this Agreement unless and until the Director amends his Joinder Agreement by filing with the Bank and the Administrator a Notice of Adjustment of Deferral Amount (Exhibit B of the Joinder Agreement). If the Bank increases the amount of fees earned by the Director, the Director can include such additional amounts in his monthly deferral, provided approval from the Board of Directors is obtained, by filing a Notice of Adjustment of Deferral Amount. A Notice of Adjustment of Deferral Amount shall be effective if filed with the Bank and the Administrator, at least thirty (30) days prior to any January 1st during the Director’s Deferral Period. Such notice of Adjustment of Deferral Amount shall be effective commencing with the January 1st following its filing and
shall be applicable only to compensation attributable to services not yet performed by the Director.











SECTION IV


RETIREMENT BENEFIT

	
  
4.1
  	
  
Retirement Benefit.    Subject to Subsection 5.1 of this Agreement, the Bank agrees to pay   the Director the Deferred Compensation Benefit commencing on the Director’s   Benefit Eligibility Date. Such payments will be made over the term of the   Payout Period. In the event of the Director’s death after commencement of the   Deferred Compensation Benefit, but prior to completion of all such   payments due and owing hereunder, the Bank shall pay to the Director’s   Beneficiary a continuation of the annuity for the remainder of the Payout   Period.
  
	
   
  	
  
 
  
	
  
4.2
  	
  
Disability Benefit.    Notwithstanding any other provision hereof, if requested by the   Director and approved by the Board, the Director shall be entitled to receive   the Disability Benefit hereunder, in any case in which it is determined by a   duly licensed physician selected by the Bank, that the Director is no longer   able, properly and satisfactorily, to perform his regular duties as Director,   because of ill health, accident, disability or general inability due to age.  If the Director’s service is terminated   pursuant to this paragraph and Board approval is obtained, the Director may   elect to begin receiving the Disability Benefit annuity in lieu of an   Deferred Compensation Benefit which is not available prior to the Director’s   Benefit Eligibility Date.  The annuity   shall begin not more than thirty (30) days following the above-mentioned   disability determination.  The amount   of the monthly benefit shall
be the annuitized value of the Director’s   Elective Contribution Account, measured upon such determination and payable   over the Payout Period.  The Interest   Factor shall be used to annuitize the Elective Contribution Account.  In the event the Director dies while   receiving payments pursuant to this Subsection, or after becoming eligible   for such payments but before the actual commencement of such payments, his   Beneficiary shall be entitled to receive those benefits provided for in   Subsection 5.1(a) and the Disability Benefits provided fro in this Subsection   shall terminate on the Director’s death.
  













	
  
4.3
  	
  
Removal For Cause.  In   the event the Director is removed for Cause at any time prior to reaching his   Benefit Age, he shall be entitled to receive the balance of his Elective   Contribution Account, measured as of the date of removal. Such amount shall   be paid in a lump sum within thirty (30) days of the Director’s date of   removal. All other benefits provided for the Director or his   Beneficiary under this agreement shall be forfeited and the Agreement shall   become null and void.
  



SECTION V


DEATH BENEFITS

	
  
5.1
  	
  
Death Benefit Prior to   Commencement of Deferred Compensation Benefit.    In the event of the Director’s death prior to commencement of the   Deferred Compensation Benefit, the Bank shall pay the. Director’s Beneficiary   a monthly amount for the Payout Period, commencing within thirty (30) days of   the Director’s death. The amount of such benefit payments shall be determined   as follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
In the event death occurs   (i) while the Director is receiving the Disability Benefit provided for in   Subsection 4.2, or (ii) after the Director has become eligible for such   Disability Benefit payments but before such payments have commenced, the   Director’s Beneficiary shall be entitled to receive a continuation of the   Disability Benefit annuity (computed in accordance, with Subsection 4.2),   reduced by the number of months Disability Benefit payments were made to the   Director.
  













	
   
  	
  
(b)
  	
  
In the event death occurs   (i) while the Director is in the service of the Bank, or (ii) following any   voluntary or involuntary termination other than termination other than   removal for Cause, the Director’s Beneficiary shall be paid the monthly   benefit which can be provided by annuitizing the Director’s Elective   Contribution Account over the Payout Period.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
5.2
  	
  
Additional Death Benefit - Burial Expense.  In addition to the above-described death benefits,   upon the Director’s death, the Director’s Beneficiary shall be entitled to   receive a one-time lump sum death benefit in the amount of Ten Thousand   ($10,000.00) Dollars.
  




SECTION VI


BENEFICIARY DESIGNATION


          The Director shall make an initial designation of primary and secondary beneficiaries upon execution of his Joinder Agreement and shall have the right to change such designation, at any subsequent time, by submitting to the Administrator in substantially the form attached as Exhibit A to the Joinder Agreement, a written designation of primary and secondary Beneficiaries. Any Beneficiary designation made subsequent to execution of the Joinder Agreement shall become effective only when receipt thereof is acknowledged in writing by the Administrator.











SECTION VII


DIRECTOR’S RIGHT TO ASSETS


          The rights of the Director, any Beneficiary, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured general creditor of the Bank. The Director, the Beneficiary, or any other person claiming through the Director, shall only have the right to receive from the Bank those payments so specified under this Agreement. The Director 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, unless expressly provided herein, shall not be deemed to be held under any trust for the benefit of the Director or his Beneficiaries, nor shall any asset be
considered security for the performance of the obligations of the Bank. Any such asset shall be and remain, a general, unpledged, and unrestricted asset of the Bank.


SECTION VIII


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. The Director, 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 any 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 terminate such assets at any time, in whole or in part.  At no time shall the Director 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 Director, then the Director 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 IX


ALIENABILITY AND ASSIGNMENT PROHIBITION


          Neither the Director nor any Beneficiary under this Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder, nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance owed by the Director or his Beneficiary, nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Director or any Beneficiary attempts assignment, communication, hypothecation, transfer or disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and terminate.


SECTION X


ACT PROVISIONS

	
  
10.1
  	
  
Named Fiduciary and   Administrator.  Financial Institution Consulting   Corporation, a Tennessee Corporation (“FICC”) shall be the Named Fiduciary   and Administrator (the “Administrator”) of this Agreement. As Administrator,   FICC 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 Director (or to his Beneficiary in the case of   the Director’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 Bank and its Board   shall review the written claim and, if the claim is denied, in whole or in   part, they shall provide in writing, within ninety (90) days of receipt of   such claim, their specific reasons for such denial, reference to the   provisions of this Agreement or the Joinder Agreement upon which the denial   is based, and any additional material or information necessary to perfect the   claim. Such writing by the Bank and its Board shall further indicate the   additional steps which must be undertaken by claimants if an additional   review of the claim denial is
desired.
  













	
  
 
  	
  
If c1aimants 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, the   Joinder 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) pays 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 or the Joinder Agreement upon which the   decision is based.
  
	
   
  	
  
 
  
	
  
 
  	
  
If claimants continue to   dispute the benefit denial based upon completed performance of this Agreement   and the Joinder Agreement or the meaning and effect of the terms and   conditions thereof, then c1aimants may submit the dispute to a Board of   Arbitration for final arbitration. Said Board shall consist of one member   selected by the claimant, one member selected by the Bank, and the third   member selected by the first two members.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
The Board shall operate   under any generally recognized set of arbitration rules. The parties hereto   agree that they, their heirs, personal representatives, successors and   assigns shall be bound by the decision of such Board with respect to any   controversy properly submitted to it for determination.
  














SECTION XI


MISCELLANEOUS


11.1     No Effect on Directorship Rights.  Nothing contained herein will confer upon the Director 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 Director without regard to the existence of the Agreement. Pursuant to 12 C.F.R. § 563.39(b), the following conditions shall apply to this Agreement:

	
   
  	
  
(1)
  	
  
The Bank’s Board of   Directors may remove the Director at any time, but any removal by the Bank’s   Board of Directors other than removal for Cause shall not prejudice the   Director’s vested right to compensation or other benefits under the contract.   As provided in Section 4.3, the Director shall be paid the balance of his   Elective Contribution Account in a lump sum within thirty (30) days of his   removal in the event he is removed for Cause. He shall have no right to   receive additional compensation or other benefits for any period after   removal for Cause.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(2)
  	
  
If the Director is   suspended and/or temporarily prohibited from participating in the conduct of   the Bank’s affairs by a notice served under Section 8(e)(3) or (g)(I) of the   Federal Deposit Insurance Act (12 U.S.C.1818(e)(3) and (g)(l)) the Bank’s   obligations under the contract shall be suspended (except vested rights) as   of the date of termination of service unless stayed by appropriate   proceedings. If the charges in the notice are dismissed, the Bank may in its   discretion (i) pay the Director all or part of the compensation withheld   while its contract obligations were suspended and (ii) reinstate (in whole   or’ in part) any of its obligations which were suspended.
  













	
   
  	
  
(3)
  	
  
If the Director is removed   and/or permanently prohibited from participating in the conduct of the Bank’s   affairs by an order issued under Section 8(e)(4) or (g)(l) of the Federal   Deposit Insurance Act (12 U.S.C.. 1818(e)(4) or (g)(l)), all non-vested   obligations of the Bank under the contract shall terminate as of the   effective date of the order, but vested rights of the Director shall not be   affected.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(4)
  	
  
If the Bank is in default   (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all   non-vested obligations under the contract shall terminate as of the date of   default.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(5)
  	
  
All non-vested obligations   under the contract shall be terminated, except to the extent determined that   continuation of the contract is necessary for the continued operation of the   Bank:
  






	
  
 
  	
  
(i)
  	
  
by the Director or his   designee at the time the Federal Deposit Insurance Corporation or the   Resolution Trust Corporation enters into an agreement to provide assistance   to or on behalf of the Bank under the authority contained in § 13(c} of the   Federal Deposit Insurance Act; or
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(ii)
  	
  
by the Director or his   designee, at the time the Director or his designee approves a supervisory   merger to resolve problems related to operation of the. Bank or when the Bank   is determined by the Director to be in an unsafe or unsound condition.
  





	
  
 
  	
  
          Any   rights of the parties that have already vested, (i.e., the balance of his   Elective Contribution Account), however, shall not be affected by such   action.
  













	
  
11.2
  	
  
State Law.     The Agreement   is established under, and will be construed according to, the laws of the   State of Indiana. .
  
	
  
 
  	
  
 
  
	
  
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 Director 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 Director is entitled shall be paid to such conservator or other   person legally charged with the care of his person or Estate. . Except as   provided above in this paragraph, when the Bank’s Board of Directors, in its   sole discretion, determines that the Director is unable to manage his   financial affairs, the Board may direct the Bank to make distributions to any   person for the benefit of the Director.
  
	
   
  	
  
 
  
	
  
11.5
  	
  
Recovery of Estate Taxes.  If   the Director’s gross estate for federal estate tax purposes includes any   amount determined by reference to and on account of this Agreement, and if   the Beneficiary is other than the Director’s estate, then the Director’s   estate shall be entitled to recover from the Beneficiary receiving such   benefit under the terms of the agreement, an amount by which the total estate   tax due by Director’s estate, exceeds the total estate tax which would have   been payable if the value of such benefit had not been included in the   Director’s gross estate. If there is more than one person receiving such   benefit, the right of recovery shall be against each such person. In the   event the Beneficiary has a liability hereunder, the Beneficiary may petition   the Bank for a lump sum payment in an amount not to exceed the Beneficiary’s   liability hereunder.
  













	
  
11.6
  	
  
Unclaimed Benefit.    The Director shall keep the Bank informed of his current address and   the current address of his Beneficiaries. If the location of the Director is   not made known to the Bank within three (3) years after the date on which any   payment of the Deferred Compensation Benefit may first be made, payment may   be made as though the Director had died at the end of the three (3) year period.   If, within one (1) additional year after such three (3) year period has   elapsed, or, within three (3) years after the actual death of the Director,   whichever occurs first, the Bank is unable to locate any Beneficiary of the   Director, the Bank may fully discharge its obligation by payment to the   Estate.
  
	
   
  	
  
 
  
	
  
11. 7
  	
  
Limitations on Liability.    Notwithstanding any of the preceding provisions of the Agreement,   neither the Bank, nor any individual acting as an employee or agent of the   Bank, or as a member of the Board of Directors shall be liable to the   Director or any other person for any claim, loss, liability or expense   incurred in connection with the Agreement.
  
	
  
 
  	
  
 
  
	
  
11.8
  	
  
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.
  
	
  
 
  	
  
 
  
	
  
11.9 
  	
  
Affect on Other Corporate   Benefit Agreements.  Nothing contained in this Agreement shall   affect the right of the Director 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.
  













	
  
11.10 
  	
  
Suicide.    Notwithstanding anything to the contrary in this Agreement, the   benefits otherwise provided herein shall not be payable if the Director’s   death results from suicide, whether sane or insane, within twenty-six (26) months   after the execution of this Agreement. If the Director dies during this   twenty-six (26) month period due t9 suicide, the balance of his Elective   Contribution Account will be paid to the Director’s Beneficiary in a single   payment. Payment is to be made within thirty (30) days after the Director’s   death is declared a suicide by competent legal authority. Credit shall be   given to the Bank for payments made prior to determination of suicide.
  
	
  
 
  	
  
 
  
	
  
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.
  




SECTION XII


AMENDMENT/REVOCATION


          This Agreement shall not be amended, modified or revoked at any time, in whole or part, without the mutual written consent of the Director and the Bank, and such mutual consent shall be required even if the Director is no longer serving the Bank as a member of the Board.


SECTION XIII


EXECUTION


	
  
13.1
  	
  
This Agreement sets 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.
  
	
  
 
  	
  
 
  
	
  
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 has caused this Agreement to be executed: on this 1st day of September, 1993.











FIRST
 AMENDMENT
 TO
 DIRECTOR DEFERRED COMPENSATION MASTER AGREEMENT
 OF
 MUTUAL FEDERAL SAVINGS BANK


This First Amendment to the Director Deferred Compensation Master Agreement (“the Agreement”) of Mutual Federal Savings Bank (“the Bank”), dated November 24, 1993, if for the purpose of amending the Agreement as follows:


Section 5.1 shall be replaced with the following language.

	
  
5.1
  	
  
Death Benefit Prior to   Commencement of Deferred Compensation Benefit. In the event of the Director’s death prior   to commencement of the Deferred Compensation Benefit, the Bank shall pay the   Director’s Beneficiary a monthly amount for the Payout Period, commencing   within thirty (30) days of the Director’s death. The amount of such benefit   payments shall be determined as follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
In the event death occurs   (i) while the Director is receiving the Disability Benefit provided for in   Subsection 4.2, or (ll) after the Director has become eligible for such   Disability Benefit payments but before such payments have commenced, the   Director’s Beneficiary shall be entitled to receive the Survivor’s Benefit   for the Payout Period, reduced by the number of months Disability Benefit   payments were made to the Director.
  













	
  
 
  	
  
 
  	
  
If the total dollar amount   of Disability Benefit payments received by the Director under Subsection 4.2   is less than the total dollar amount of payments that would have been   received had the Survivor’s Benefit been paid in lieu of the Disability   Benefit during the Director’s life, the Bank shall pay the Director’s   Beneficiary a lump sum payment for the difference. This lump sum payment   shall be made within thirty (30) days of the Director’s death.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
In the event death occurs   while the Director is (i) in the service of the Bank, (ii) deferring fees   pursuant to Section IT and (iii) prior to any reduction or   discontinuance, via an effective filing of a Notice of Adjustment of Deferral   Amount, in the level of deferrals reflected in the Director’s initial Joinder   Agreement, for any period during the Deferral Period, the Director’s   Beneficiary shall be paid the Survivor’s Benefit.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
In the event death occurs   while the Director is (i) in the service of the Bank, (ii) deferring fees   pursuant to Section’ IT and (iii) after any reduction or   discontinuance, via an effective filing of a Notice of Adjustment of Deferral   Amount,. in the level of deferrals reflected in the Director’s initial   Joinder Agreement, for any period during the Deferral Period, the Director’s   Beneficiary shall be paid a reduced Survivor’s Benefit, such amount being   determined by multiplying the monthly payment available as a Survivor’s   Benefit by a traction, the numerator of which is equal to the total Board   fees actually deferred’ by the Director as of his death and the denominator   of which is equal to the amount of board fees that would have been deferred   as of his death, if no reduction or discontinuance in the level of deferrals   had occurred at anytime following execution of the, Joinder Agreement and   during
the Deferral Period.
  













 

	
  
 
  	
  
(d)
  	
  
In the event the Director   completes less than one hundred (100%) percent of his Projected Deferrals due   to any. voluntary or involuntary termination other than removal for Cause,   the Director’s Beneficiary shall be paid a reduced Survivor’s Benefit, such   amount being determined by multiplying the monthly payment available as a   Survivor’s Benefit by a fraction, the numerator of which is equal to the   total Board fees actually deferred by the Director and the denominator of   which is equal to the Director’s Projected Deferral.
  




          IN WITNESS WHEREOF, the Bank: has caused this First Amendment to be executed in triplicate on this 24th day of November, 1993.


Mutual Federal Savings Bank:











SECOND AMENDMENT
 TO THE
 DIRECTOR DEFERRED COMPENSATION MASTER AGREEl\1ENT
 OF
 MUTUAL FEDERAL SAVINGS BANK
 MUNCIE, INDIANA


This Second Amendment (“Amendment”), dated the 18th day of December, 1996  hereby amends the Director Deferred Compensation Master Agreement (“Agreement”) of Mutual Federal Savings Bank (“Bank”), dated the 1st day of September, 1993, as amended November 24, 1993, as follows:


The following language shall replace Subsection 1.8 of the Agreement:

	
  
1.8
  	
  
“Deferred Compensation   Benefit” means the annuitized value (using the Interest Factor) of the   Director’s Elective Contribution Account, measured as of the Director’s   Benefit Age, payable in monthly installments throughout the Payout Period,   and commencing on the Director’s Benefit Eligibility Date.
  




The following language shall replace Section ill of the Agreement:


SECTION III
 ADJUSTMENT OF DEFERRAL AMOUNT


          Deferral of the specific amount of fees designated in the Director’s Joinder Agreement shall continue in effect pursuant to the terms of this Agreement unless and until the Director amends his Joinder Agreement by filing with the Bank and the Administrator a Notice of Adjustment of Deferral Amount (Exhibit B of the Joinder Agreement). If the Bank increases the amount of fees earned by the Director, the Director can include such additional amounts in his quarterly referral, provided approval from the Board of Directors is obtained, by filing a: Notice effective if filed with the Bank and the Administrator, at least ten (10) days prior to any January 1st during the Director’s Deferral Period. Such notice of Adjustment of Deferral Amount shall be effective commencing with the January 1st following its filing and shall be applicable only to compensation attributable to services not yet performed by
the Director.











The following language shall replace Subsection 5.1 of the Agreement:


	
  
5.1
  	
  
Death Benefit Prior to   Commencement of Deferred Compensation Benefit.    In the event of the Director’s death prior to commencement of the   Deferred Compensation Benefit, the Bank shall pay the Director’s Beneficiary   a monthly amount for the Payout Period, commencing within thirty (30) days of   the Director’s death. The amount of such benefit payment shall be determined   as follows:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
In the event death occurs   (i) while the Director is receiving the Disability Benefit provided for in   Subsection 4.2, or (ii) after the Director has become eligible for such   Disability Benefit payments but before such payments have commenced, the   Director’s Beneficiary shall be entitled to receive a continuation of the   Disability Benefit annuity (computed in accordance with Subsection 4.2),   reduced by the number of months Disability Benefit payments were made to the   Director.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
In the event death occurs   while the Director is (i) in the service of the Bank, (ii) deferring fees   pursuant to Section IT and (Iii) prior to any reduction or discontinuance,   via an effective filing of a Notice of Adjustment of Deferral Amount, in the   level of deferrals reflected in the Director’s initial Joinder Agreement, for   any period during the Deferral Period, the Director’s Beneficiary shall be   paid the greater of: (i) the Survivor’s Benefit, or (ii) the annuitized value   (using the Interest Factor) of the Director’s Elective Contribution Account,   measured as of the date of the Director’s death.
  













	
  
 
  	
  
(c)
  	
  
In the event death occurs   while the Director is (i) in the service of the Bank, (ii) deferring fees   pursuant to Section IT and (ill) ~ any reduction or discontinuance, via an effective   filing of a Notice of Adjustment of Deferral Amount, in the level of   deferrals reflected in the Director’s initial Joinder Agreement, for any   period during the Deferral Period, the Director’s Beneficiary shall be paid   the greater of: (i) a reduced Survivor’s Benefit, such amount being   determined by multiplying the monthly payment available as a Survivor’s   Benefit by a traction, the numerator of which is equal to the total Board   fees actually deferred by the Director as of his death and the denominator of   which is equal to the amount of Board fees that would have been deferred as   of his death, if no reduction or discontinuance in the level of deferrals had   occurred at any time following execution of the Joinder Agreement and during   the
Deferral Period, or (ii) the annuitized value (using the Interest Factor)   of the Director’s Elective Contribution Account, measured as of the date of   the Director’s death.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
In the event the Director   completes less than one hundred percent (100%) of his Projected Deferrals due   to any voluntary or involuntary termination other than removal for Cause, the   Director’s Beneficiary shall be paid the greater of: (i) a reduced Survivor’s   Benefit, such amount being determined by multiplying the monthly payment   available as a Survivor’s Benefit by a fraction, the numerator of which is   equal to the total Board fees actually deferred by the Director and the   denominator of which is equal to the Director’s Projected Deferral, or (ii)   the annuitized value (using the Interest Factor) of the Director’s Elective   Contribution Account, measured as of the date of termination of the   Director’s service.
  













The foI1owing Section XIII is added to the Agreement:

SECTION XIII
 ESTABLISHMENT OF RABBI TRUST

          The bank shall establish a rabbi trust into which the Bank shall contribute assets which shall be held, managed and invested, pursuant to the agreement which establishes such rabbi trust (the “rabbi trust agreement “). The Bank intends to make a contribution or contributions to the rabbi trust to provide the Bank with a source of funds to assist it in meeting obligations under this Agreement. The trust assets shall be subject to the claims of the Bank’s creditors in the event of the Bank’s insolvency as defined in the rabbi trust agreement, until the trust assets are paid to the Director and his Beneficiary in such manner and at such times as specified in this Agreement. Contribution(s) to the rabbi trust shall be made in accordance with the rabbi trust agreement.

          IN WITNESS WHEREOF, the Bank has caused this Amendment to be executed in triplicate, the day and year written here below:

          In accordance with Section XII of the Agreement, the following Directors hereby give their written consent to such Amendment: