EMPLOYMENT AGREEMENT


     This Agreement  ("Agreement") by and between Ben Franklin Bank of Illinois,
a federal  savings bank (the  "Bank"),  with its  principal  office in Arlington
Heights, Illinois, and Glen Miller ("Executive"), which was originally effective
as  of  March  1,  2007,  is  hereby  amended  and  restated   effective  as  of
January 28, 2008, as set forth below.

     WHEREAS,  in order to induce  Executive to remain in the employ of the Bank
and to provide  further  incentive  to achieve  the  financial  and  performance
objectives of the Bank, the parties desire to enter into this Agreement upon the
terms and conditions hereof; and

     WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code") provides that certain severance payments and other benefits to Executive
hereunder  must comply with its terms and the Treasury  regulations  promulgated
thereunder (the "Treasury Regulations"),  or subject the Executive to additional
taxes and penalties; and

     WHEREAS, the Bank and Executive now placeStatewish to amend and restate the
Agreement  in the manner set forth  herein in order to conform the  Agreement to
Code Section 409A, and for certain other purposes.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.   POSITION AND RESPONSIBILITIES.

     The Executive  agrees to serve as the Vice  President  and Chief  Financial
Officer  of the  Bank and as  such,  the  Executive  shall  be  responsible  for
overseeing the accounting,  financial and regulatory  reporting functions of the
Bank, in each case under the direction of the Chief Executive  Officer.  Failure
to reappoint Executive as Vice President and Chief Financial Officer of the Bank
without the consent of Executive  during the term of this Agreement  (except for
any  termination  for  Just  Cause  or  Retirement,  as  defined  herein)  shall
constitute a breach of this Agreement.

2.   TERM AND DUTIES.

     (a) The term of this  Agreement  and the period of  Executive's  employment
hereunder  will begin as of the Effective Date and will continue for a period of
thirty-six (36) full calendar months thereafter.  On the first day of March each
year (the "Anniversary Date"), this Agreement shall renew for an additional year
such that the  remaining  term shall be  thirty-six  (36) full  calendar  months
provided,  however,  that the Board  shall at least  sixty (60) days before such
Anniversary  Date conduct a comprehensive  performance  evaluation and review of
Executive  for purposes of  determining  whether to extend this  Agreement.  The
Board shall give Executive  notice of its decision  whether or not to renew this
Agreement  at least  thirty (30) days and not more than sixty (60) days prior to
the  Anniversary  Date,  and if written  notice of  non-renewal  is  provided to
Executive  within  said  time  frame,  the term of this  Agreement  shall not be
extended  and the  remaining  term shall be  twenty-four  (24)  months from such
Anniversary Date.

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     (b) During the period of his  employment  hereunder,  except for periods of
absence  occasioned by illness,  reasonable  vacation  periods,  and  reasonable
leaves of absence  approved by the Board,  Executive shall devote  substantially
all his business time, attention, skill, and efforts to the faithful performance
of his  duties  hereunder  including  activities  and  services  related  to the
organization, operation and management of the Bank; provided, however, that with
the approval of the Board,  Executive  may serve,  or continue to serve,  on the
boards of directors of, and hold any other  offices or positions  in,  business,
social,  religious,  charitable or similar  organizations which will not present
any conflict of interest with the Bank or materially  affect the  performance of
Executive's duties pursuant to this Agreement.

3.   COMPENSATION, BENEFITS AND REIMBURSEMENT.

     (a) The  compensation  specified under this Agreement shall  constitute the
salary and  benefits  paid for the duties  describe in Section 2. The Bank shall
pay Executive as compensation a salary of not less than $116,134 per year ("Base
Salary").  Such Base  Salary  shall be  payable  biweekly,  or with  such  other
frequency as officers and  employees are  generally  paid.  During the period of
this  Agreement,  Executive's  Base Salary shall be reviewed at least  annually.
Such review shall be conducted by a committee  designated by the Board,  and the
Bank may  increase,  but not  decrease  (except  a  decrease  that is  generally
applicable to all employees)  Executive's Base Salary (with any increase in Base
Salary to become  "Base  Salary" for  purposes of this  Agreement).  Base Salary
shall not include any director's  fees that the Executive is entitled to receive
as a director of the Bank or any  affiliate of the Bank.  Such  director's  fees
shall be separately paid to the Executive.

     (b) Executive will be entitled to participate in and receive benefits under
any employee  benefit plans  including,  but not limited to,  retirement  plans,
supplemental   retirement   plans,   pension   plans,    profit-sharing   plans,
health-and-accident  insurance  plans,  medical  coverage or any other  employee
benefit  plan or  arrangement  made  available  by the Bank  currently or in the
future to its senior executives and key management employees.  Executive will be
entitled to participate in any incentive compensation and bonus plans offered by
the  Bank in  which  Executive  is  eligible  to  participate.  Nothing  paid to
Executive  under  any such plan or  arrangement  will be deemed to be in lieu of
other compensation to which Executive is entitled under this Agreement.

     (c) In addition to the Base Salary  provided for by  paragraph  (a) of this
Section 3, the Bank shall pay or reimburse  Executive for all reasonable  travel
and other reasonable  expenses incurred by Executive  performing his obligations
under this Agreement and may provide such  additional  compensation in such form
and such  amounts as the Board may from time to time  determine.  The Bank shall
reimburse  Executive for his ordinary and necessary business expenses including,
without  limitation,  fees for  memberships in such clubs and  organizations  as
Executive and the Board shall mutually agree are necessary and  appropriate  for
business purposes, and travel and entertainment expenses, incurred in connection
with the performance of his duties under this Agreement.

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4.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

     (a) Upon the  occurrence  of an Event of  Termination  (as herein  defined)
during  Executive's term of employment  under this Agreement,  the provisions of
this Section 4 shall apply. As used in this Agreement, an "Event of Termination"
shall mean and include any of the following:

          (i)  the involuntary  termination by the Bank of Executive's full-time
               employment  hereunder  for  any  reason  other  than  termination
               governed  by Section 5  (Termination  for  Cause) or  termination
               governed by Section 6  (Termination  for  Disability or death) or
               termination  governed by Section 7 (Termination Upon Retirement),
               provided  that  such  termination  of  employment  constitutes  a
               "Separation  from  Service"  within the  meaning of Section  4(e)
               hereof; or

          (ii) Executive's  voluntary resignation from the Bank's employ for any
               of the following reasons:

               (A)  the  failure  to  appoint  or  reappoint  Executive  to  the
                    position set forth under Section 1;

               (B)  a  material  change in  Executive's  functions,  duties,  or
                    responsibilities  with the Bank,  which  change  would cause
                    Executive's position to become one of lesser responsibility,
                    importance,  or  scope  from  the  position  and  attributes
                    thereof described in Section 1, above;

               (C)  a relocation of Executive's principal place of employment by
                    more than  forty-five  (45) miles from its  location  at the
                    Effective Date of this Agreement;

               (D)  a material  reduction  in the benefits  and  perquisites  to
                    Executive  from those being  provided as of the later of the
                    Effective  Date or any subsequent  Anniversary  Date of this
                    Agreement,  other than an employee-wide  reduction in pay or
                    benefits;

               (E)  a liquidation or dissolution of the Bank; or

               (F)  a  material  breach  of this  Agreement  by the  Bank or the
                    Holding Company.

               Upon the  occurrence of any event  described in clauses (A), (B),
               (C), (D), (E) or (F),  above,  Executive  shall have the right to
               elect  to  terminate  his  employment  under  this  Agreement  by
               resignation  upon not less than  thirty  (30) days prior  written
               Notice of Termination,  as defined in Section 9(a),  given within
               ninety  (90) days  after the event  giving  rise to said right to
               elect. The Bank will have thirty (30) days to cure the conditions
               giving rise to the Event of  Termination,  provided that the Bank

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<PAGE>

               may elect to waive such thirty  (30) day period.  Notwithstanding
               the preceding  sentence,  in the event of a continuing  breach of
               this  Agreement by the Bank,  Executive,  after giving due notice
               within the  prescribed  time frame of an initial event  specified
               above, shall not waive any of his rights under this Agreement and
               this  Section  solely by virtue  of the fact that  Executive  has
               submitted his resignation, provided Executive has remained in the
               employment  of the Bank and is engaged in good faith  discussions
               to resolve any  occurrence of an event  described in clauses (A),
               (B), (C), (D) or (F) above.

          (iii) (A)  Executive's  involuntary  termination  by the  Bank (or any
               successor  thereto)  on the  effective  date  of,  or at any time
               following,  a Change in Control,  or (B) Executive's  resignation
               from the  employment  with the  Bank (or any  successor  thereto)
               following a Change in Control as a result of any event  described
               in Section  4(a)(ii)(A),  (B), (C), (D), or (F) above.  For these
               purposes, a "Change in Control" shall mean a change in control of
               the Bank or,  its  holding  company  as of the date  hereof  (the
               "Holding  Company") of a nature that: (i) would be required to be
               reported in  response to Item 5.01 of the current  report on 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 (ii) without  limitation such a Change in Control shall
               be deemed to have  occurred at such time as (a) 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 Holding  Company or Bank  representing  25% or
               more of the  combined  voting  power of the Holding  Company's or
               Bank's outstanding securities except for any securities purchased
               by the Bank's  employee  stock  ownership  plan or trust;  or (b)
               individuals  who constitute the Board of Directors of the Bank or
               the Holding  Company 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 a
               majority of the directors of the Board, shall be, for purposes of
               this  clause  (b),  considered  as though he were a member of the
               Incumbent  Board;  or  (c)  a  plan  of  reorganization,  merger,
               consolidation, sale of all or substantially all the assets of the
               Bank or the Holding  Company or similar  transaction in which the
               Bank or Holding Company is not the surviving  institution occurs;
               provided,  however,  that, to the extent necessary to comply with
               Code Section  409A,  "Change in Control"  shall  instead have the
               meaning set forth in Code  Section 409A and the  regulations  and
               other guidance published thereunder;  and provided further that a
               Change in Control shall not be deemed to have occurred  solely as
               a  result  of the  conversion  of the  Holding  Company's  mutual
               holding company parent to stock form or a reorganization  used to
               effect such a conversion.

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<PAGE>

     (b) Upon the occurrence of an Event of Termination  under Sections 4(a) (i)
or (ii), on the Date of Termination,  as defined in Section 9(b), the Bank shall
be obligated to pay  Executive,  or, in the event of his subsequent  death,  his
beneficiary or  beneficiaries,  or his estate,  as the case may be, as severance
pay or  liquidated  damages,  or both,  an amount  equal to the sum of:  (i) his
earned but unpaid salary as of the date of his  termination  of employment  with
the  Bank;  (ii) the  benefits,  if any,  to which  he is  entitled  as a former
employee under the employee  benefit plans and programs and  compensation  plans
and programs  maintained  for the benefit of the Bank's  officers and employees;
(iii) the remaining  payments that  Executive  would have earned,  in accordance
with Sections 3(a) and 3(b),  if he had continued his  employment  with the Bank
for the  remainder of the term of this  Agreement  (but in any event,  such term
shall not exceed  thirty-six  (36) months),  and had earned the maximum bonus or
incentive  award in each calendar year that ends during such term;  and (iv) the
annual contributions or payments that would have been made on Executive's behalf
to any employee  benefit  plans of the Bank as if Executive  had  continued  his
employment with the Bank for the remainder of the term of this Agreement (but in
any  event,  such term  shall  not  exceed  thirty-six  (36)  months),  based on
contributions  or  payments  made  (on  an  annualized  basis)  at the  Date  of
Termination.  Any payments  hereunder  shall be made in a lump sum within thirty
(30) days after the Date of Termination,  except as otherwise  provided  herein.
Such  payments  shall  not be  reduced  in the  event  Executive  obtains  other
employment following termination of employment.

     (c) Upon the occurrence of an Event of Termination under Section 4(a)(iii),
on the Date of  Termination,  as  defined  in  Section  9(b),  the Bank shall be
obligated  to pay  Executive,  or, in the  event of his  subsequent  death,  his
beneficiary or  beneficiaries,  or his estate,  as the case may be, as severance
pay or  liquidated  damages,  or both,  an amount  equal to the sum of:  (i) his
earned but unpaid salary as of the date of his  termination  of employment  with
the  Bank;  (ii) the  benefits,  if any,  to which  he is  entitled  as a former
employee under the employee  benefit plans and programs and  compensation  plans
and  programs  maintained  for the  benefit  of the  Bank or  Holding  Company's
officers and employees;  (iii) the remaining  payments that Executive would have
earned,  in  accordance  with  Sections 3 (a) and (b), if he had  continued  his
employment  with the Bank for a  thirty-six  (36)  month  period  following  his
termination of employment,  and had earned the maximum bonus or incentive  award
in each  calendar  year  that  ends  during  such  term;  and  (iv)  the  annual
contributions or payments that would have been made on Executive's behalf to any
employee  benefit plans of the Bank or the Company as if Executive had continued
his employment  with the Bank for a thirty-six  (36) month period  following his
termination  of  employment,  based on  contributions  or  payments  made (on an
annualized  basis) at the Date of Termination.  Any payments  hereunder shall be
made in a lump sum within thirty (30) days after the Date of Termination, except
as otherwise  provided  herein.  Such payments shall not be reduced in the event
Executive obtains other employment following termination of employment.

     (d) Upon the occurrence of an Event of Termination  under Section  4(a)(i),
(ii) or (iii),  the Bank will  cause to be  continued,  at the  Bank's  expense,
non-taxable medical coverage substantially  identical to the coverage maintained
by the Bank for Executive and his family prior to Executive's termination.  Such
coverage  shall  continue at the Bank's expense for the remainder of the term of
this Agreement following the Date of Termination.

     (e) For purposes of this Agreement,  a "Separation from Service" shall have
occurred  if the  Bank  and  Executive  reasonably  anticipate  that no  further

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<PAGE>

services  will be  performed  by the  Executive  after  the date of the Event of
Termination  (whether  as an employee or as an  independent  contractor)  or the
level of further services  performed will not exceed 49% of the average level of
bona  fide  services  in  the 36  months  immediately  preceding  the  Event  of
Termination.  For all purposes  hereunder,  the definition of  "Separation  from
Service"  shall be  interpreted  consistent  with  Treasury  Regulation  Section
1.409A-1(h)(ii).  If  Executive  is a  Specified  Employee,  as  defined in Code
Section  409A and any payment to be made under  subparagraph  (b) or (c) of this
Section 4 shall be  determined  to be  subject  to Code  Section  409A,  then if
required by Code Section 409A, such payment or a portion of such payment (to the
minimum extent  possible) shall be delayed and shall be paid on the first day of
the seventh month following Executive's Separation from Service.

     (f) Notwithstanding anything in this Agreement to the contrary, in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under this Section  constitute an "excess parachute  payment" under Section 280G
of the Internal  Revenue  Code of 1986,  as amended,  ("Code") or any  successor
thereto,  and in order to avoid such a result,  Executive's  benefits  hereunder
shall be reduced,  if necessary,  to an amount, the value of which is one dollar
($1.00) less than an amount equal to three (3) times  Executive's "base amount,"
as determined in accordance  with Section 280G.  The allocation of the reduction
required hereby shall be determined by Executive.

     (g) In the event the  Executive  resigns for any reason other than an Event
of  Termination  (as  described  in Section 4),  Termination  for Just Cause (as
described in Section 5),  Termination  for  Disability or Death (as described in
Section 6) or  Termination  Upon  Retirement  (as  described  in Section 7), all
obligations of the Bank hereunder shall  immediately cease upon the date of such
resignation.

     (h) Notwithstanding the foregoing, to the extent required by regulations or
interpretations  of the Office of Thrift  Supervision,  all  severance  payments
under the  Agreement  shall not exceed three (3) times the  Executive's  average
annual compensation (as defined in such regulations or interpretations) over the
most recent five (5) taxable years.

5.   TERMINATION FOR JUST CAUSE.

     (a) The term "Termination for Just Cause" shall mean termination because of
the Executive's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations or similar  offenses) or final  cease-and-desist  order,  or material
breach of any provision of this Agreement.

     (b) Notwithstanding  Section 5(a), the Bank may not terminate Executive for
Just Cause  unless and until there shall have been  delivered to him a Notice of
Termination  which  shall  include a copy of a  resolution  duly  adopted by the
affirmative  vote of not less than a majority  of the entire  membership  of the
Board at a meeting of the Board called and held for that  purpose,  finding that
in the good faith  opinion of the Board,  Executive  had engaged in or committed
the conduct justifying Termination for Just Cause and specifying the particulars
thereof in detail. Executive shall not have the right to receive compensation or
other  benefits  for any period  after  Termination  for Just Cause.  During the
period  beginning  on the date of the  Notice  of  Termination  for  Just  Cause

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pursuant to Section 5 hereof through the Date of Termination, any unvested stock
options and related rights  granted to Executive  under any stock option plan of
the Bank or the Holding Company (or any affiliate)  shall not be exercisable nor
shall any unvested  awards granted to Executive  under any stock benefit plan of
the  Bank or  Holding  Company  (or  affiliate  thereof)  vest.  At the  Date of
Termination,  any such unvested  stock  options and related  rights and any such
unvested  awards shall become null and void and shall not be  exercisable  by or
delivered to  Executive  at any time  subsequent  to such  Termination  for Just
Cause. In the Event of Executive's  Termination for Just Cause,  Executive shall
resign immediately as a director of the Bank and as a director and/or officer of
any affiliate of the Bank.

6. TERMINATION FOR DISABILITY OR DEATH.

     (a) The Bank or Executive may terminate Executive's employment after having
established Executive's Disability. For purposes of this Agreement, "Disability"
means a  physical  or mental  infirmity  that  impairs  Executive's  ability  to
substantially  perform  his duties  under  this  Agreement  and that  results in
Executive's   becoming  eligible  for  long-term  disability  benefits  under  a
long-term  disability  plan of the Bank  (or,  if the  Bank has no such  plan in
effect,  that impairs  Executive's  ability to substantially  perform his duties
under this Agreement for a period of one hundred eighty (180) consecutive days).
The Board shall determine in good faith, based upon competent medical advice and
other  factors  that they  reasonably  believe  to be  relevant,  whether or not
Executive is and continues to be disabled for purposes of this  Agreement.  As a
condition  to any  benefits,  the Board may require  Executive to submit to such
physical or mental evaluations and tests as it deems reasonably appropriate,  at
the Bank's expense.

     (b) In the event of such  Disability,  Executive's  obligation  to  perform
services under this Agreement will terminate.  In the event of such termination,
Executive  shall be entitled to receive  benefits under any  disability  program
sponsored by the Bank.

     (c) In the event of  Executive's  death during the term of this  Agreement,
his estate,  legal  representatives  or named  beneficiary or beneficiaries  (as
directed by  Executive in writing)  shall be paid  Executive's  Base Salary,  as
defined in Section 3, at the rate in effect at the time of Executive's death for
a period of one (1) year from the date of Executive's death.

7.   TERMINATION UPON RETIREMENT

     Termination  of Executive's  employment  based on  "Retirement"  shall mean
termination of Executive's  employment at age 65, unless  extended by the Board.
Upon termination of Executive's  employment  based on Retirement,  no amounts or
benefits shall be due Executive  under this  Agreement,  and Executive  shall be
entitled to all benefits under any  retirement  plan of the Bank and other plans
to which Executive is a party.

8.   RESIGNATION FROM BOARDS OF DIRECTORS

     In the event of Executive's  termination of employment for any reason other
than upon a Change in  Control,  Executive  shall,  if  applicable,  resign as a
director of the Bank,  and as a director  and/or officer of any affiliate of the
Bank including the Holding Company.

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9.   NOTICE

     (a) Any notice required hereunder shall be in writing and hand-delivered to
the other party.  Hand delivery to the Bank shall be made to the Chairman or the
Secretary of the Board of Directors. Any termination by the Bank or by Executive
shall be  communicated  by Notice of Termination to the other party hereto.  For
purposes  of this  Agreement,  a "Notice  of  Termination"  shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's  employment  under the
provision so indicated.

     (b) "Date of  Termination"  shall  mean (A) if  Executive's  employment  is
terminated  for  Disability,  thirty (30) days after a Notice of  Termination is
given (provided that he shall not have returned to the performance of his duties
on a  full-time  basis  during  such  thirty  (30) day  period),  and (B) if his
employment is terminated for any other reason,  the date specified in the Notice
of Termination.

     (c) If the party  receiving a Notice of  Termination  desires to dispute or
contest the basis or reasons for termination,  the party receiving the Notice of
Termination  must notify the other party within thirty (30) days after receiving
the  Notice of  Termination  that such a dispute  exists,  and shall  pursue the
resolution of such dispute in good faith and with reasonable  diligence pursuant
to Section 19 of this  Agreement.  During the pendency of any such dispute,  the
Bank shall not be  obligated to pay  Executive  compensation  or other  payments
beyond the Date of Termination.

10.  SOURCE OF PAYMENTS.

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check from the general funds of the Bank.

11.  EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any  prior  employment   agreement  between  the  Bank  or  any
predecessor of the Bank and Executive.  No provision of this Agreement  shall be
interpreted to mean that  Executive is subject to receiving  fewer benefits than
those available to him without reference to this Agreement.

12.  NO ATTACHMENT; BINDING ON SUCCESSORS.

     (a) Except as required by law or as otherwise  provided in this  Agreement,
no  right  to  receive  payments  under  this  Agreement  shall  be  subject  to
anticipation,  commutation,  alienation, sale, assignment,  encumbrance, charge,
pledge, or hypothecation, or to execution,  attachment, levy, or similar process
or assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void, and of no effect.

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<PAGE>

     (b) This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Executive and the Bank and their respective successors and assigns.

13.  MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

14.  REQUIRED PROVISIONS.

     (a) The Bank may  terminate  Executive's  employment  at any time,  but any
termination  by the Board  other than  Termination  for Just Cause as defined in
Section 5 hereof shall not prejudice  Executive's right to compensation or other
benefits  under  this  Agreement.  Executive  shall  have no  right  to  receive
compensation or other benefits for any period after Termination for Cause.

     (b) If Executive is suspended  from office  and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section 8(e)(3) [12 USC  ss.1818(e)(3)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
Federal Deposit Insurance Act (the "FDI Act"), the Bank's obligations under this
Agreement  shall  be  suspended  as of the date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  the Bank
may in its discretion (i) pay Executive 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.

     (c)  If   Executive  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) [12 USC  ss.1818(e)(4)] or 8(g)(1) [12 USC ss.1818(g)(1)] of the
FDI Act, all  obligations of the Bank under this Agreement shall terminate as of
the effective date of the order,  but vested rights of the  contracting  parties
shall not be affected.

     (d) If the  Bank is in  default  as  defined  in  Section  3(x)(1)  [12 USC
ss.1813(x)(1)]  of the FDI Act, all obligations of the Bank under this Agreement
shall  terminate as of the date of default,  but this paragraph shall not affect
any vested rights of the contracting parties.

     (e) All obligations under this Agreement shall be terminated, except to the
extent  determined  that  continuation  of this  Agreement is necessary  for the
continued  operation  of the Bank,  (i) by the Director of the OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the authority  contained in Section 13(c) [12 USC
ss.1823(c)]  of the FDI Act; or (ii) by the  Director or his or her  designee at
the time the Director or his or her designee  approves a  supervisory  merger to

                                       9
<PAGE>

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, however, shall not be affected by such action.

     (f) Notwithstanding anything herein contained to the contrary, any payments
to Executive by the Bank,  whether pursuant to this Agreement or otherwise,  are
subject to and conditioned  upon their  compliance with Section 18(k) of the FDI
Act, 12 U.S.C. Section 1828(k), and the regulations promulgated thereunder in 12
C.F.R. Part 359.

15.  NON-COMPETITION AND POST-TERMINATION OBLIGATIONS.

     (a) All payments and benefits to Executive  under this  Agreement  shall be
subject  to  Executive's  compliance  with  paragraph  (b),  (c) and (d) of this
Section 15.

     (b) Executive shall, upon reasonable  notice,  furnish such information and
assistance  to the Bank as may  reasonably be required by the Bank in connection
with any litigation in which it or any of its  subsidiaries or affiliates is, or
may become, a party; provided,  however, that Executive shall not be required to
provide  information or assistance  with respect to any  litigation  between the
Executive and the Bank or any of its subsidiaries or affiliates.

     (c)  Executive  recognizes  and  acknowledges  that  the  knowledge  of the
business activities and plans for business activities of the Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank and  affiliates  thereof.  Executive will not,
during or after the term of his employment,  disclose any knowledge of the past,
present,  planned or  considered  business  activities of the Bank or affiliates
thereof to any  person,  firm,  corporation,  or other  entity for any reason or
purpose whatsoever (except for such disclosure as may be required to be provided
to the Office of Thrift  Supervision  ("OTS"),  the  Federal  Deposit  Insurance
Corporation ("FDIC"), or other regulatory agency with jurisdiction over the Bank
or  Executive).  Notwithstanding  the  foregoing,  Executive  may  disclose  any
knowledge of banking,  financial and/or economic  principles,  concepts or ideas
which  are not  solely  and  exclusively  derived  from the  business  plans and
activities of the Bank, and Executive may disclose any information regarding the
Bank which is  otherwise  publicly  available  or which  Executive  is otherwise
legally required to disclose.  In the event of a breach or threatened  breach by
Executive of the  provisions of this Section 15, the Bank will be entitled to an
injunction  restraining  Executive  from  disclosing,  in whole or in part,  his
knowledge of the past, present, planned or considered business activities of the
Bank or any of its  affiliates,  or from  rendering  any services to any person,
firm,  corporation or other entity to whom such knowledge,  in whole or in part,
has been  disclosed or is  threatened to be  disclosed.  Nothing  herein will be
construed as prohibiting the Bank from pursuing any other remedies  available to
them for such breach or  threatened  breach,  including  the recovery of damages
from Executive.

     (d) Upon any termination of Executive's employment hereunder for any reason
other than (i)  pursuant to Section  4(a)(iii);  (ii)  pursuant to Section 6; or
(iii) any  termination  of Executive's  employment  hereunder as a result of the
expiration of  Executive's  employment  term  following a notice of  non-renewal
pursuant  to Section 2,  Executive  agrees  not to  compete in the  banking  and
lending business with the Bank and any of its affiliates for a period of one (1)

                                       10
<PAGE>

year  following  such  termination  in any city or town in which the Bank has an
office or has filed an  application  for  regulatory  approval to  establish  an
office,  determined  as of the  effective  date of such  termination,  except as
agreed to pursuant to a resolution duly adopted by the Board.  Executive  agrees
that during such  period and within said cities and towns,  Executive  shall not
work for or advise, consult or otherwise serve with, directly or indirectly, any
entity whose business materially competes with the depository,  lending or other
business   activities  of  the  Bank.  The  parties  hereto,   recognizing  that
irreparable  injury will result to the Bank,  its  business  and property in the
event of Executive's breach of this Section 15(d) agree that in the event of any
such breach by  Executive,  the Bank will be entitled,  in addition to any other
remedies and damages  available,  to an  injunction  to restrain  the  violation
hereof  by  Executive,   Executive's  partners,  agents,  servants,   employers,
employees and all persons acting for or with Executive. Executive represents and
admits that Executive's  experience and capabilities are such that Executive can
obtain  employment  in a business  engaged in other lines  and/or of a different
nature than the Bank, and that the  enforcement of a remedy by way of injunction
will not prevent  Executive  from earning a livelihood.  Nothing  herein will be
construed as prohibiting the Bank from pursuing any other remedies  available to
them for such breach or  threatened  breach,  including  the recovery of damages
from Executive.

     (e) Upon any termination of Executive's employment hereunder for any reason
other than (i)  pursuant to Section  4(a)(iii);  (ii)  pursuant to Section 6; or
(iii) any  termination  of Executive's  employment  hereunder as a result of the
expiration of  Executive's  employment  term  following a notice of  non-renewal
pursuant to Section 2,  Executive  agrees that Executive will not, in any manner
whatsoever,  for  a  period  of  one  (1)  year  following  the  termination  of
Executive's  employment  with the Bank either as an  individual or as a partner,
stockholder,  director, officer,  principal,  employee, agent, consultant, or in
any other relationship or capacity,  with any person, firm, corporation or other
business entity, either directory or indirectly, solicit or induce or aid in the
solicitation  or  inducement  of  any  employees  of the  Bank  to  leave  their
employment with the Bank.  Executive further agrees that the Executive will not,
in any manner whatsoever, for a period of one (1) year following the termination
of  Executive's  employment  with the  Bank,  either  as an  individual  or as a
partner, stockholder,  director, officer, principal, employee, agent, consultant
or in any other relationship or capacity with any person,  firm,  corporation or
other business  entity,  either directly or indirectly,  solicit the business of
any customers or clients of the Bank at the time of  termination  of Executive's
employment with the Bank.

16.  SEVERABILITY.

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

17.  HEADINGS FOR REFERENCE ONLY.

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

                                       11
<PAGE>

18.  GOVERNING LAW.

     This   Agreement   shall  be   governed   by  the  laws  of  the  State  of
StateplaceIllinois but only to the extent not superseded by federal law.

19.  ARBITRATION.

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by binding arbitration,  conducted before
a single  arbitrator  selected by the Bank and  Executive  sitting in a location
selected by the Bank and Executive  within  twenty-five  (25) miles of Arlington
Heights,  Illinois  in  accordance  with the rules of the  American  Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction.

20.  PAYMENT OF LEGAL FEES.

     All  reasonable  legal fees paid or incurred by  Executive  pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Bank,  provided that the dispute or interpretation has been
settled by  Executive  and the Bank or resolved  in  Executive's  favor.  To the
extent  necessary to avoid taxes and  penalties  under Code Section  409A,  such
reimbursement shall be paid within two and one-half  placeStatemonths  following
the resolution of any such dispute.

21.  INDEMNIFICATION.

     (a) The Bank shall provide  Executive  (including his heirs,  executors and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability  insurance policy at its expense,  and shall indemnify  Executive (and
his heirs,  executors and administrators) for the term of this Agreement and for
a  period  of  six  years  thereafter  to the  fullest  extent  permitted  under
applicable law against all expenses and liabilities  reasonably  incurred by him
in connection with or arising out of any action,  suit or proceeding in which he
may be  involved  by reason of his  performance  of  services  as a director  or
officer of the Bank  (whether or not he continues to be a director or officer at
the  time  of  incurring  such  expenses  or  liabilities),  such  expenses  and
liabilities  to  include,  but not be limited  to,  judgments,  court  costs and
attorneys' fees and the cost of reasonable settlements (such settlements must be
approved by the  Board);  provided,  however,  the Bank shall not be required to
indemnify or reimburse  Executive for legal expenses or liabilities  incurred in
connection  with an  action,  suit or  proceeding  arising  from any  illegal or
fraudulent act committed by Executive.  Any such  indemnification  shall be made
consistent  with  OTS  Regulations  and  Section  18(k) of the  Federal  Deposit
Insurance Act, 12 U.S.C. ss.1828(k), and the regulations issued thereunder in 12
C.F.R. Part 359.

     (b) Notwithstanding the foregoing,  no indemnification shall be made unless
the Bank gives the OTS at least 60 days'  notice of its  intention  to make such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement,  and any disposition of the action by a court. Such
notice,  a copy thereof,  and a certified copy of the resolution  containing the
required  determination  by the Board shall be sent to the Regional  Director of
the OTS, who shall promptly acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such indemnification  shall be made if the
OTS advises the Bank in writing  within such  notice  period,  of its  objection
thereto.

                                       12

<PAGE>


     IN WITNESS  WHEREOF,  the Bank has caused this  Agreement to be executed by
its duly  authorized  representative,  and Executive has signed this  Agreement,
effective as of the day and date first above written.

ATTEST:                                BEN FRANKLIN BANK OF ILLINOIS



/s/ Bernadine Dziedzic                 By: /s/ C. Steven Sjogren
-----------------------------              -----------------------------------
Corporate Secretary                        Chairman of the Board


WITNESS:                               EXECUTIVE:


/s/ Margaret Lizak                     /s/ Glen Miller
-----------------------------          ---------------------------------------
                                       Glen Miller