Unassociated Document


    


    Exhibit
      10.3

    


    OTTAWA
      SAVINGS BANK

    SALARY
      CONTINUATION AGREEMENT

    


    This
      SALARY
      CONTINUATION AGREEMENT
      (the
“Agreement”) is adopted effective as of April 1, 2007,
      by and
between
      OTTAWA
      SAVINGS BANK,
      a
      federally-chartered savings bank
      located
      in
      Ottawa, Illinois (the
      “Bank”) and PHILIP
      B. DEVERMANN (the
      “Executive”).

    


    The
      purpose of this Agreement is to provide specified benefits to the Executive,
      a
      member of a
      select
      group
      of
      management or highly compensated employees who contribute materially to the
      continued growth, development, and future business success of the Bank. This
      Agreement shall be unfunded for tax purposes and for purposes of Title I of
      the
      Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time
      to time.

    


    ARTICLE
      1

    DEFINITIONS

    


    Whenever
      used in this Agreement, the following words and phrases shall have the meanings
      specified:

    


    Accrued
      Benefit means
      the
      amount of liability that should be accrued by the Bank (i.e., determined without
      regard to whether such liability is actually accrued) under Generally Accepted
      Accounting Principles (“GAAP”), for the Bank’s obligation to the Executive under
      this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB
      12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS
      106”).

    


    Beneficiary
      means
      each designated person, or the estate of the deceased Executive, entitled to
      benefits, if any, upon the death of the Executive as determined pursuant to
      Article 4.

    


    Beneficiary
      Designation Form
      means
      the form established from time to time by the Plan Administrator that the
      Executive completes, signs, and returns to the Plan Administrator to designate
      one or more Beneficiaries.

    


    Board
      means
      the Board of Directors of the Bank.

     

    Change
      in Control
      means
      any of the following events:

    


    (a) Merger:
      The
      Company merges into or consolidates with another entity, or merges another
      corporation into the Company, and as a result, less than a majority of the
      combined voting power of the resulting corporation immediately after the merger
      or consolidation is held by persons who were stockholders of the Company
      immediately before the merger or consolidation;

    


    (b) Acquisition
      of Significant Share Ownership:
      There
      is filed, or is required to be filed, a report on Schedule 13D or another form
      or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d)
      of
      the Securities Exchange Act of 1934, as amended, if the schedule discloses
      that
      the filing person or persons acting in concert has or have become the beneficial
      owner of 25% or more of a class of the Company’s voting securities, but this
      clause (b) shall not apply to beneficial ownership of Company voting shares
      held
      in a fiduciary capacity by an entity of which the Company directly or indirectly
      beneficially owns 50% or more of its outstanding voting securities;

    


    (c) Change
      in Board Composition:
      During
      any period of two consecutive years, individuals who constitute the Company’s
      Board of Directors at the beginning of the two-year period cease for any reason
      to constitute at least a majority of the Company’s Board of Directors; provided,
      however, that for purposes of this clause (c), each director who is first
      elected by the board (or first nominated by the board for election by the
      members) by a vote of at least two-thirds (2/3) of the directors who were
      directors at the beginning of the two-year period shall be deemed to have also
      been a director at the beginning of such period; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Sale
      of Assets:
      The
      Company sells to a third party all or substantially all of its assets.


    


    Notwithstanding
      anything in this Plan to the contrary, in no event shall the conversion of
      the
      Bank to the full stock holding company form of organization constitute a “Change
      in Control” for purposes of this Plan. 

    


    Code
      means
      the Internal Revenue Code of 1986, as amended.

    


    Company
      means
      Ottawa Savings Bancorp, Inc., the holding company for the Bank.

    


    Disability means
      the
      Executive’s (a) inability to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment which can
      be
      expected to
      result
      in death or can be expected to last
      for
      a continuous period of not less
      than12 months; or (b) receipt of disability benefits
      for
      a
      period
      of
      3 months under an
      accident
      and health plan of the employer by reason of the participant’s medically
      determinable physical or mental impairment which can be
      expected
      to result in death or can be expected to last for a continuous period
      of
      not
      less than 12 months.

    


    Effective
      Date
      means
      April 1, 2007.

    


    Normal
      Retirement Age
      means
      the Executive attaining age sixty-five (65).

    


    Normal
      Retirement Date
      means
      the date of the Executive’s Separation from Service for any reason other than
      Termination for Cause on or after attaining Normal Retirement Age.

    


    Plan
      Administrator
      means
      the plan administrator described in Article 6.

    


    Plan
      Year
      means
      each twelve-month period commencing on January 1st
      and
      ending on December 31st
      of each
      year. The initial Plan Year shall commence on the Effective Date of this
      Agreement and end on the following December 31st.

    


    Schedule
      A
      means
      the schedule attached to this Agreement and made a part hereof. Schedule A
      may
      be updated as necessary upon a
      change
      in
      any of the benefits under Articles 2 or 3.

    


    Separation
      from Service
      means
      the Executive’s termination of employment with the Bank due to the Executive’s
      death, Disability, retirement, or such other termination of employment. The
      Executive will not be deemed to have experienced a Separation from Service
      if he
      is on military leave, sick leave, or other bona fide leave of absence, to the
      extent such leave does not exceed a period of six (6) months or such longer
      period of time as is protected by statute or contract. Whether or not the
      Executive has experienced a Separation from Service is dependent upon the facts
      and circumstances; provided, however, that the Executive will not be deemed
      to
      have experienced a Separation from Service if he continues to provide
      significant services for the Bank. For purposes of the preceding sentence,
      the
      Executive will be considered to provide “significant services” if he provides
      continuing services that average at least twenty percent (20%) of the services
      he provided during the immediately preceding three (3) full calendar years
      of
      employment. 

    


    Specified
      Employee
      means,
      if the stock of the Company is publicly traded on an established securities
      market or otherwise, a key employee (as defined in Section 416(i)(1)(A)(i),
      (ii)
      or (iii) thereunder and disregarding Section 416(i)(5)), at any time ending
      on
      the last day of the Plan Year in which the Executive incurs a Separation from
      Service.

    


    Termination
      for Cause
      shall
      mean the termination of the Executive’s employment by the Bank due to the
      Executive’s (a) personal dishonesty; (b) incompetence; (c) willful misconduct;
      (d) breach of fiduciary duty involving personal profit; (e) intentional failure
      to perform state duties; (f) willful violation of any law, rule or regulation
      (other than traffic violations or similar offenses); or (g) material breach
      by
      the Executive of any provision of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      2

    DISTRIBUTIONS
      DURING LIFETIME

    


    2.1 Normal
      Retirement Benefit.
      Upon
      Separation from Service for any reason other than Termination for Cause on
      or
      after Normal Retirement Age,
      or
      upon Separation from Service due to Disability prior to Normal Retirement Age,
      the
      Bank
      shall distribute to the Executive the benefit described in this Section 2.1
      in
      lieu of any other benefit under this Article.

    


    2.1.1 Amount
      of Benefit.
      The
      annual benefit under this Section 2.1 is the amount set forth in Schedule A,
      attached hereto. The annual benefit shall be payable for a period of twenty
      (20)
      years following the Executive’s Normal Retirement Date or Separation from
      Service due to Disability prior to Normal Retirement Age. The annual benefit
      amount shall be subject to a simple cost of living adjustment (COLA) of three
      percent (3%) per year from the date benefits commence until the complete
      distribution of all benefit payments. If the Executive separates from service
      on
      a date following his Normal Retirement Age, his annual benefit shall equal
      the
      benefit list on Schedule A at his Normal Retirement Age increased annually,
      using the discount rate specified in Code Section 1274 (in effect on the date
      of
      termination) with annual payments subject to the 3% COLA. 

    


    2.1.2 Distribution
      of Benefit.
      The
      Bank shall distribute the benefit under this Section 2.1 to the Executive in
      two
      hundred and forty (240) consecutive monthly installments, commencing on the
      first day of the month following Separation from Service or, in the event of
      Separation from Service due to Disability, commencing on the first day of the
      month following the Executive’s attainment of Normal Retirement Age.
      Alternatively, the Executive may elect, subject to the requirements of Section
      409A of the Code, to receive a lump sum payment that is actuarially equivalent
      to the Normal Retirement benefit amount described in Section 2.1.1 (calculated
      as of the date of Separation from Service and using the discount rate specified
      in Code Section 1274 in effect on the date of termination). Such payment shall
      be made to the Executive within sixty (60) days after his Separation from
      Service. 

    


    
      
        2.4 
          Early
          Retirement Benefit.
          Upon
          Separation from Service for any reason other than Termination for Cause
          or
          Disability prior to Normal Retirement Age, the Bank shall distribute to
          the
          Executive the benefit described in this Section 2.2 in lieu of any other
          benefit
          under this Article.

      

    

    


    
      	 	
              2.4.1

            	
              Amount
                of Benefit. The
                annual benefit under this Section 2.2 is the Accrued Benefit as of
                the
                date of the Executive’s Separation from Service.
                

            


    

    


    
      	 	
              2.2.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the Accrued Benefit under this Section
                2.2 to
                the Executive in a lump sum payment. Such payment shall be made to
                the
                Executive within sixty (60) days after his Separation from Service.
                

            


    

     

    2.3 Change
      in Control Benefit.
      Upon the
      Executive’s Separation from Service (other than Termination for Cause) following
      a Change in Control, the Executive shall be entitled to the benefit described
      in
      this Section 2.3 in lieu of any other benefit under this Article.

    


    2.3.1 Amount
      of Benefit.
      The
      benefit under this Section 2.3 is the Normal Retirement Benefit amount described
      in Section 2.1.1.

    


    2.3.2 Distribution
      of Benefit. The
      Bank
      shall distribute the benefit to the Executive in two hundred and forty (240)
      consecutive equal monthly installments commencing the first day of the month
      following the Executive’s attainment of Normal Retirement Age. Alternatively,
      the Executive may elect, subject to the requirements of Section 409A of the
      Code, to receive a lump sum payment that is actuarially equivalent to the Normal
      Retirement benefit amount described in Section 2.1.1 (calculated as of the
      date
      of Separation from Service and using the discount rate specified in Code Section
      1274 in effect on the date of termination). Such payment shall be made to the
      Executive within sixty (60) days after his Separation from Service.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.4 Restriction
      on Timing of Distributions.
      Notwithstanding any provision of this Agreement to the contrary, if the
      Executive is considered a Specified Employee at Separation from Service as
      determined by the Bank in accordance with Section 409A of the Code, benefit
      distributions made upon Separation from Service may not commence earlier than
      six (6) months after the date of such Separation from Service. Therefore, in
      the
      event this Section 2.4 is applicable to the Executive, any distribution which
      would otherwise be paid to the Executive within the first six months following
      Separation from Service shall be accumulated and paid to the Executive in a
      lump
      sum (together with interest thereon at the then-prevailing prime rate) on the
      first day of the seventh month following the Separation from Service. All
      subsequent distributions shall be paid in the manner specified under this
      Article 2 of the Plan with respect to the applicable benefit. 

    


    2.5 Distributions
      Upon Income Inclusion Under Section 409A of the Code. Upon
      the
      inclusion of any amount into the Executive’s income as a result of the failure
      of this Agreement to comply with the requirements of Section 409A of the Code,
      to the extent such tax liability can be covered by the amount which the Bank
      has
      accrued with respect to the obligations described in this Article 2, a
      distribution shall be made as soon as is administratively practicable following
      the discovery of the compliance failure. 

    


    2.6 Change
      in Form or Timing of Distributions.
      For
      distributions of benefits under this Article 2,
      the
      Executive and the Bank may, subject to the terms of Section 8.1,
      amend
      the
      Agreement to delay the timing or change
      the form of distributions.
      Any such amendment:

    


    
      	 	
              (a)

            	
              may
                not accelerate the time
                or
                schedule of any distribution, except as provided in Section 409A
                of the
                Code and the Regulations
                thereunder;

            


    

    


    
      	 	
              (b)

            	
              must
                be
                made at least twelve (12) months prior to the first scheduled
                distribution;

            


    

    


    
      	 	
              (c)

            	
              must
                delay the commencement of distributions for a minimum of five (5)
                years
                from the date the first distribution was originally scheduled to
                be made;
                and

            


    

    


    
      	 	
              (d)

            	
              must
                take effect not less than twelve (12) months after the amendment
                is
                made.

            


    

    


    ARTICLE
      3

    DISTRIBUTION
      AT DEATH

    


    3.1 Death
      While in Service.
      If the
      Executive dies while employed by the Bank, the Executive’s Beneficiary shall be
      entitled to a death benefit equal to the Accrued Benefit under this Agreement.
      The Bank shall distribute the Accrued Benefit to the Executive’s Beneficiary in
      a lump sum within sixty (60) days following the date of the Bank’s receipt of
      the Executive’s death certificate. The Accrued Benefit shall be distributed in
      lieu of the benefits described under Article 2. 

    


    3.2 Death
      During Distribution Period.
      If the
      Executive dies after Separation from Service while entitled to or receiving
      benefit distributions under this Agreement, the
      Bank
      shall distribute to the
      Beneficiary the
      Executive’s remaining
      benefit
      in a lump sum within sixty (60) days following the date of the Bank’s receipt of
      the Executive’s death certificate. The lump sum benefit shall be distributed in
      lieu of the benefits described under Article 2. 

    


    ARTICLE
      4

    BENEFICIARIES

    


    4.1 Beneficiary.
      The
      Executive shall have the right, at any time, to designate a Beneficiary to
      receive
      any benefit distributions
      under this Agreement upon the death of the Executive. The
      Beneficiary
      designated
      under
      this Agreement may
      be
      the
      same as or different from the beneficiary
      designation
      under any other
      plan
of
      the
      Bank in
      which
      the Executive
      participates.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.2 Beneficiary
      Designation: Change.
      The
      Executive shall designate a Beneficiary by completing and signing the
      Beneficiary Designation Form, and delivering
      it
      to the
      Plan Administrator or its designated agent. The Executive’s beneficiary
      designation shall be deemed automatically
      revoked
      if the Beneficiary
      predeceases
      the Executive or if the Executive names a spouse as Beneficiary and
      the
      marriage is subsequently dissolved. The Executive shall have the right to change
      a Beneficiary by completing, signing and otherwise complying with the terms
      of
      the Beneficiary Designation Form and the Plan Administrator’s rules and
      procedures, as in effect from time
      to
      time.
Upon
      the
      acceptance by the Plan
      Administrator
      of a new
      Beneficiary Designation
      Form,
      all
      Beneficiary designations previously filed shall be cancelled. The Plan
      Administrator shall be entitled
      to
      rely
      on the
      last
      Beneficiary
      Designation
      Form filed
      by
      the Executive and accepted by the Plan Administrator prior to the Executive’s
      death.

    


    4.3 Acknowledgment.
      No
      designation or change in designation of a Beneficiary shall be effective until
      received, accepted and acknowledged in writing by the Plan Administrator or
      its
      designated agent.

    


    4.4 No
      Beneficiary Designation.
      If the
      Executive dies without a valid beneficiary designation, or if all designated
      Beneficiaries
      predecease
      the Executive, then the Executive’s spouse shall be the designated Beneficiary.
      If the Executive has no surviving spouse, the benefits shall be made to the
      personal representative of the Executive’s estate.

    


    4.5 Facility
      of Distribution.
      If the
      Plan Administrator determines in its discretion that a benefit is to be
      distributed to a minor, to a person declared incompetent, or to a person
      incapable of handling the disposition of that person’s property, the Plan
      Administrator may direct distribution of such benefit
      to
      the
      guardian, legal representative or person having
      the care or custody
      of
      such minor,
      incompetent
      person or incapable person. The
      Plan
      Administrator may require proof of incompetence, minority or guardianship as
      it
      may deem appropriate prior to distribution of the benefit. Any distribution
      of a
      benefit shall be a distribution for the account of the Executive and the
      Executive’s Beneficiary, as the case may
      be,
      and
      shall be a complete
      discharge
      of any liability under the Agreement for such distribution amount.

    


    ARTICLE
      5

    GENERAL
      LIMITATIONS

    


    5.1 Termination
      for Cause.
      Notwithstanding any provision of this Agreement to the contrary, the Bank
shall
      not
      pay
      any benefit under this Agreement
      following the Executive’s Termination for Cause.
      

    


    ARTICLE
      6

    ADMINISTRATION
      OF AGREEMENT

    


    6.1 Plan
      Administrator Duties.
      This
      Agreement shall be administered by a Plan Administrator which shall consist
      of
      the Board, or such committee or person(s) as the Board shall appoint. The Plan
      Administrator shall administer this Agreement according to its express terms
      and
      shall also have the discretion and authority
      to
      (a)
      make, amend, interpret and enforce all appropriate rules and regulations for
      the
      administration of this Agreement and (b) decide or resolve any and all questions
      including interpretations of this Agreement,
      as may
      arise
      in
      connection with the Agreement to the extent the exercise of such discretion
      and
      authority does not conflict with Section 409A of the Code and the regulations
      thereunder.

    


    6.2 Agents.
      In the
      administration of this Agreement, the Plan Administrator may employ agents
      and
      delegate to them such administrative duties as it sees fit, (including acting
      through a duly
      appointed
      representative), and may from time
      to
      time
      consult with counsel who may be counsel to the
      Bank.

    


    6.3 Binding
      Effect of Decisions.
      The
      decision or action of
      the
      Plan
      Administrator with respect to any question arising
      out
      of
      or
      in
      connection with the administration, interpretation
      and application of the Agreement and the rules and
      regulations promulgated hereunder
      shall be final and conclusive and binding upon all persons having any interest
      in the Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.4 Indemnity
      of Plan Administrator. The
      Bank
      shall
      indemnify
      and
      hold
      harmless the members of the
      Plan
      Administrator against
      any
      and
      all claims, losses, damages, expenses or
      liabilities arising
      from any
      action or failure to
      act
      with
      respect
      to
      this
      Agreement, except in the case of willful misconduct by the Plan Administrator
      or
      any of its members.

    


    6.5 Provision
      of Information.
      To
      enable the Plan Administrator to perform its functions, the Bank shall supply
      full and timely information to the Plan Administrator on all matters relating
      to
      the date and circumstances of the Disability, death, or Separation from Service
      of the Executive and such other pertinent information as the Plan Administrator
      may reasonably require. 

    


    ARTICLE
      7

    CLAIMS
      AND REVIEW PROCEDURES

    


    7.1 Claims
      Procedure. Any
      individual (“Claimant”) who has not received benefits under
      this Agreement that he or she believes should be paid shall make a claim for
      such benefits
      as follows:

    


    7.1.1 Initiation
      - Written Claim.
      The
      Claimant initiates a claim by submitting to
      the Bank
      a written claim for the benefits.

    


    7.1.2 Timing
      of Bank Response.
      The
      Bank shall respond to such Claimant within ninety (90) days after receiving
      the
      claim. If the Bank
      determines that special circumstances require additional time for
      processing the claim, the Bank can extend the response period by an additional
      ninety (90) days by notifying the Claimant in writing, prior to the end of
      the
      initial ninety (90) day period, that an additional period is required.
The
      notice of extension must set forth the special
      circumstances
      and the
      date by which the Bank expects to render its decision.

    


    7.1.3 Notice
      of Decision.
      If the
      Bank denies part or all of the claim, the Bank shall
      notify
      the
      Claimant
      in writing of such denial. The Bank shall
      write
      the
      notification in a manner calculated to be understood by the Claimant. The
      notification shall set forth:

    


    
      	
            	(a)	
              The
                specific reasons for the denial,

            


    

    


    
      	
            	(b)	
              A
                reference to the specific provisions of this Agreement on which the
                denial
                is based,

            


    

    


    
      	
            	(c)	
              A
                description of any
                additional information
                or material necessary for the Claimant to perfect the claim and an
                explanation of why it is needed,

            


    

    


    
      	
            	(d)	
              An
                explanation of this Agreement’s review procedures and the time limits
                applicable to such procedures, and

            


    

    


    
      	
            	(e)	
              A
                statement of the Claimant’s
                right
                to
                bring
                a civil action under ERISA Section 502(a) following an adverse benefit
                determination on review.

            


    

    


    7.2 Review
      Procedure.
      If the
      Bank denies part
      or
      all of
      the claim, the Claimant shall have the opportunity
      for
      a
      full
      and
fair
      review
      by
      the Bank of the denial, as follows:

    


    7.2.1 Initiation
      - Written Request.
      To
      initiate the review, the Claimant, within 60 days
      after
      receiving
      the
      Bank’s notice of denial,
      must
      file
      with the Bank a
      written
      request for review.

    


    7.2.2
       Additional
      Submissions - Information Access.
      The
      Claimant shall then have the opportunity to submit written comments, documents,
      records and other information relating to the claim. The Bank shall also provide
      the Claimant, upon request and
      free
      of
      charge, reasonable access to, and copies of, all documents,
      records and
      other
      information relevant (as defined
      in applicable ERISA
      regulations)
      to the Claimant’s claim for benefits.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2.3
       Considerations
      on Review.
      In
      considering the review, the Bank shall
      take
      into
      account all materials and information the Claimant submits relating to the
      claim, without
      regard to
      whether
      such
      information was submitted
      or
      considered the initial benefit determination:

    


    7.2.4
       Timing
      of
      Bank Response.
      The Bank
      shall respond in writing to such Claimant
      within 60
      days
      after
      receiving
      the
      request
      for
      review.
      If
      the
      Bank determines that special circumstances require additional time for
      processing the claim, the Bank can extend the response period by an additional
      60 days by notifying the Claimant in writing, prior to the end the initial
      60-day period, that an additional period is required. The notice of extension
      must set forth the special circumstances and the date by which the Bank expects
      to render its decision.

    


    7.2.5
       Notice
      of Decision.
      The Bank
      shall notify the
      Claimant in
      writing of its decision on review. The Bank shall write the notification in
      a
      manner calculated to be understood by the Claimant. The notification shall
      set
      forth:

    


    
      	 	 	
              (a)

            	
              The
                specific reasons for the denial,

            


      	 	 	 	 


    

    
      	 	 	
              (b)

            	
              A
                reference to the specific provisions of this Agreement on which the
                denial
                is based,

            


    

    


    
      	 	 	
              (c)

            	
              A
                statement that the Claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to, and copies of, all documents, records
                and
                other information relevant (as defined in applicable
                ERISA regulations) to the Claimant’s claim for benefits,
                and

            


    

    


    
      	 	 	
              (d)

            	
              A
                statement of the Claimant’s right to bring a civil action under ERISA
                Section 502(a).

            


    

    


    ARTICLE
      8

    AMENDMENTS
      AND TERMINATION

    


    8.1 Amendments. This
      Agreement may be amended only by a written agreement signed by the Bank
      and
      the
      Executive. However,
      the Bank
      may
      unilaterally amend this Agreement to conform with written
      directives
      to the Bank from its auditors or banking regulators or
      to
      comply
      with
      legislative or tax law, including, without limitation, Section 409A of the
      Code
      and any and all regulations and guidance promulgated thereunder.

    


    8.2 Plan
      Termination Generally. This
      Agreement may be terminated only by a written agreement signed by the Bank
      and
      the Executive. However, the Bank may unilaterally amend this Agreement to
      conform with written directives to the Bank from its auditors or banking
      regulators or to comply with legislative or tax law, including without
limitation
      Section
      409A of the Code and any and all regulations and
      guidance
      promulgated
      thereunder. The
      benefit shall
      be
      frozen as
      of the
      date the Agreement is terminated.
      Except
      as
      provided in Section 8.3, the termination of this Agreement shall not cause
      a
      distribution of benefits under this Agreement. Rather, upon such termination
      benefit
      distributions will be made at the earliest distribution event permitted under
      Article
      2 or
      Article 3.

    


    8.3 Plan
      Terminations Under Section 409A. Notwithstanding
      anything to the contrary in Section 8.2, if the Bank terminates this Agreement
      in the following circumstances:

    


    
      	 	 	 	
              (a)

            	
              Within
                thirty (30) days before, or twelve (12) months after, a change in
                the
                ownership or effective control of the Bank, or in the ownership of
                a
                substantial portion of the assets of the Bank as described in Section
                409A(2)(A)(v) of the Code, provided that all distributions are made
                no
                later than twelve (12) months following such termination of the Agreement
                and further provided that all the Bank’s arrangements which are
                substantially similar to the Agreement are terminated so the Executive
                and
                all participants in the similar arrangements are
                required
                to receive all amounts of compensation deferred under the terminated
                arrangements within twelve (l 2) months of the termination of the
                arrangements;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	
              (b)

            	
              Upon
                the
                Bank’s dissolution or with the approval of a bankruptcy court provided
                that
                the amounts
                deferred under the Agreement are included in the Executive’s gross income
                in the latest of (i) the calendar year in
                which
                the Agreement terminates; (ii) the calendar year in which the amount
                is no
                longer subject
                to a substantial risk of forfeiture; or (iii) the first calendar
                year in
                which the distribution is administratively practical;
                or

            


    

    


    
      	 	 	 	
              (c)

            	
              Upon
                the Bank’s termination of this and all other non-account balance plans (as
                referenced in Section 409A of the Code or the regulations thereunder),
                provided that all distributions are made no earlier than twelve (12)
                months and no later
                than twenty-four (24)
                months following such termination, and the Bank
                does not adopt any new non-account balance plans for a minimum of
                five (5)
                years following the date of such
                termination;

            


    

    


    the
      Bank
      may distribute
      the
      Accrued Benefit, determined
      as of the date of the termination
      of the Agreement, to the Executive in a lump sum subject to the above
      terms.

    


    ARTICLE
      9

    MISCELLANEOUS

    


    9.1 Binding
      Effect. This
      Agreement shall bind the Executive and the Bank, and their beneficiaries,
      survivors, executors, administrators and transferees.

     

    9.2 No
      Guarantee of Employment. 
      This
      Agreement is not a contract for employment. It does not give the Executive
      the
      right to remain as an employee of the Bank, nor does it interfere
      with the Bank’s right to discharge the
      Executive.
      It also does not require the
      Executive to remain an employee nor interfere with the Executive’s right to
      terminate employment at any time.

    


    9.3
       Non-Transferability.
      Benefits
      under this Agreement cannot be sold, transferred, assigned, pledged, attached
      or
      encumbered in any manner.

    


    9.4 Tax
      Withholding and Reporting. The
      Bank
      shall withhold any taxes that are required to be withheld, including, but not
      limited to, taxes owed under Section 409A of the Code and regulations
      thereunder, from the benefits provided under this Agreement.
      The
      Executive acknowledges that
      the
      Bank’s sole liability regarding taxes is to forward any amounts withheld to the
      appropriate taxing authority(ies). Further, the
      Bank
      shall satisfy all applicable reporting requirements, including those under
      Section 409A of the Code and regulations thereunder.

    


    9.5 Applicable
      Law. 
      The
      Agreement and all rights hereunder shall be governed by the laws of the State
      of
      Illinois, except to the extent preempted by federal law.

    


    9.6 Unfunded
      Arrangement. The
      Executive and the Beneficiary are general unsecured creditors of the Bank for
      the distribution of benefits under this Agreement.
      The
      benefits represent the mere
      promise
      by the Bank to
      distribute
      such benefits. The rights to benefits are not subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment, or garnishment by creditors. Any insurance on the Executive’s life
      or other informal funding asset is a general asset of the Bank to which the
      Executive and Beneficiary have no preferred or secured claim.

    


    9.7 Successors. 
      This
      Agreement shall be binding upon each of the parties and shall also be binding
      upon the Employer’s successors and assigns.

    


    9.8 Entire
      Agreement. 
      This
      Agreement constitutes the entire agreement between the Bank,
      and the
      Executive as
      to
the
      subject matter hereof. No rights are granted to the Executive by virtue of
      this
      Agreement other than those specifically set forth herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.9 Interpretation. 
      Wherever
      the fulfillment of the intent and purpose of this Agreement requires, and the
      context will permit, the
      use
      of
      the masculine gender includes the feminine and use of the singular includes
      the
      plural.

    


    9.10 Alternative
      Action. 
      In the
      event it shall become impossible for the Bank or the
      Plan
      Administrator to perform any act required by this Agreement, the Bank or Plan
      Administrator may in its discretion perform such alternative act as most nearly
      carries out the intent and purpose of this Agreement and is in the best
      interests of the Bank, provided that such alternative acts do not violate
      Section 409A of the Code.

    


    9.11 Heading. 
      Article
      and section headings are for convenient reference only and shall not control
      or
      affect the meaning or construction of any of its provisions.

    


    9.12 Validity. 
      In case
      any provision of this Agreement shall be illegal or invalid for any reason,
      said
      illegality or invalidity shall not affect the remaining parts hereof, but this
      Agreement shall be construed and enforced as if such illegal and invalid
provision
      has never
      been inserted
      herein.

    


    9.13 Notice.
      Any
      notice or filing required or
      permitted
      to be given to the Bank or Plan Administrator under this Agreement shall be
      sufficient if in writing and hand-delivered, or sent by registered or certified
      mail,
      to
the
      following address:

    


    Ottawa
      Savings Bank

    925
      LaSalle Street

    Ottawa,
      Illinois 61350

    


    Such
      notice shall be deemed given as of the date of delivery or, if delivery is
      made
      by mail, as of the date shown on the postmark on the receipt for registration
      or
      certification.

    


    Any
      notice or filing required or permitted to be given to the Executive under this
      Agreement shall be sufficient if in writing and hand-delivered; or sent by
      mail,
      to the last known address of the Executive.

    


    9.14 Compliance
      with Section 409A.
      This
      Agreement shall at all times be administered and the provisions of this
      Agreement shall be interpreted consistent with the requirements of Section
      409A
      of the Code and any and all regulations issued thereunder.

    


    IN
      WITNESS WHEREOF,
      the
      Executive and a duly authorized representative of the Bank have signed this
      Agreement as of the date first written above.

     

    
      
        	
                EXECUTIVE:

              	 	 	
                OTTAWA
                  SAVINGS BANK

              
	 	 	 	 
	 	 	
                By

              	 	 
	
                Philip
                  B. Devermann

              	 	 	
                Keith
                  Johnson

              
	 	 	 	 
	 	 	 	
                Title
                  Chairman of the Compensation
                  Committee

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BENEFICIARY
      DESIGNATION

     

    
      
        
          	
                  x

                	
                  New
                    Designation

                
	
                  o

                	
                  Change
                    in Designation

                


        

      

    

     

    I,
      Philip
      B. Devermann, designate the following as Beneficiary under the
      Agreement:

     

    
      
        	
                Primary:
                  

              	 	 	 	 
	
                Patricia
                  J. Devermann, Spouse

              	 	 	
                100

              	
                %

              
	 	 	 	 	 
	
                Contingent:

              	 	 	 	 
	
                Stephen
                  P. Devermann, Son

              	 	 	
                50

              	
                %

              
	
                Andrea
                  C. Devermann-Swango, Daughter

              	 	 	
                50

              	
                %

              


      

    

     

    Notes:
      

     

    
      	 	
              ·

            	
              Please
                PRINT CLEARLY or TYPE the names of the
                beneficiaries.

            


    

    
      	 	
              ·

            	
              To
                name a trust as beneficiary, please provide the name of the trustee(s)
                and
                the exact
                name and date of the trust
                agreement.

            


    

    
      	 	
              ·

            	
              To
                name your estate as beneficiary, please write “Estate of
                _[your
                name]_”.

            


    

    
      	 	
              ·

            	
              Be
                aware that none of the contingent beneficiaries will receive anything
                unless ALL of the primary beneficiaries predecease
                you.

            


    

    


    I
      understand that I may change these beneficiary designations by delivering a
      new
      written designation to the Bank, which shall be effective only upon receipt
      and
      acknowledgment by the Bank prior to my death. I further understand that the
      designations will be automatically revoked if the beneficiary predeceases me,
      or, if I have named my spouse as beneficiary and our marriage is subsequently
      dissolved.

     

    
      

        
          	
                  Name:

                	
                  Philip
                    B. Devermann

                
	 	 	 	 
	
                  Signature:
                    

                	 	
                  Date:              September
                    19, 2007

                


        

      

      


      
        	
                Received
                  by the Bank this 19th day of September, 2007

              
	 	 	 
	
                By:

              	 	 
	 	
                Keith
                  Johnson

              	 
	
                Title:

              	
                Chairman
                  of the Compensation Committee