Exhibit
      99


**EMPLOYMENT
      AGREEMENT**





THIS
      AGREEMENT is entered into this 17th day of July, 2007 (the “Effective Date”) by
      and between A. J. Smith Federal Savings Bank (the “Bank”), a corporation
      organized under the laws of the State of Illinois, with its office at 14757
      S.
      Cicero Avenue, Midlothian, IL, and Thomas R. Butkus (the
“Employee”).  Any reference to the “Company” herein shall refer to AJS
      Bancorp, Inc. the holding company of the Bank.





WHEREAS,
      the Bank and the Employee entered into an employment agreement dated the 19th day of
      August
      2003, pursuant to which the Employee was employed by the Bank as its Chairman
      of
      the Board and Chief Executive Officer; and





WHEREAS,
      Section 409A of the Internal Revenue Code (“Code”), effective January 1, 2005,
      requires deferred compensation arrangements, including those set forth in
      employment agreements, to comply with its provisions and restrictions and
      limitations on payments of deferred compensation; and





WHEREAS,
      Employee’s employment
      agreement was updated, effective June 20, 2006, to comply with Code Section
      409A; and





WHEREAS,
      final regulations issued under Code Section 409A in April 2007 necessitate
      further changes to said employment agreement; and





WHEREAS,
      the Employee has agreed to such changes; and





WHEREAS,
      the Board of Directors of the Bank and the Employee believe it is in the best
      interests of the Bank to enter into a new employment agreement (the “Agreement”)
      in order to reinforce and reward the Employee for his service and dedication
      to
      the continued success of the Bank and to incorporate the changes required by
      the
      new tax laws; and





WHEREAS,
      the parties hereto desire by this writing to set forth the terms of the revised
      Agreement and the continuing employment relationship of the Bank and the
      Employee.





NOW,
      THEREFORE, it is AGREED as follows:





1.             Employment.  During
      the term of his employment hereunder, the Employee shall serve as the Chairman
      of the Board and Chief Executive Officer of the Bank. The Employee shall render
      such administrative and management services for the Bank as are currently
      rendered and as are customarily performed by persons situated in a similar
      executive capacity. The Employee shall also promote, by entertainment or
      otherwise, as and to the extent permitted by law, the business of the Bank.
      The
      Employee’s other duties shall be such as the Board of Directors (the “Board”) of
      the Bank may from time to time reasonably direct, including normal duties as
      an
      officer of the Bank.





2.           Base
      Compensation.  The Bank agrees to pay the Employee during the term
      of this Agreement a salary at the rate of one hundred eighty-five thousand
      and
      00/100 Dollars





($185,000)
      per annum (the “Base Salary”). The Board shall review, not less often than
      annually, the rate of the Employee’s salary, and in its sole discretion may
      decide to increase (but not decrease) his Base Salary. Any such increase in
      the
      Base Salary shall become the Base Salary for all purposes under this Agreement.
      Such Base Salary shall be payable in cash no less frequently than monthly (the
      monthly amount shall be referred to as the “monthly Base Salary”) or in
      accordance with the normal payroll practices of the Bank, as such may be changed
      from time to time. Notwithstanding the foregoing, following a Change in Control
      (as defined in Section 10(a)(3) of this Agreement), the Board shall continue
      to
      annually review the rate of the Employee’s Base Salary, and shall increase said
      rate of Base Salary by a percentage which is not less than the average annual
      percentage increase in Base Salary that the Employee received over the three
      calendar years immediately preceding the year in which the Change in Control
      occurs.





3.           Discretionary
      Bonuses.  The Employee shall participate in an equitable manner
      with all other senior management employees of the Bank in discretionary bonuses
      that the Board may award from time to time to the Bank’s senior management
      employees. No other compensation provided for in this Agreement shall be deemed
      a substitute for the Employee’s right to participate in such discretionary
      bonuses. Notwithstanding the foregoing, following a Change in Control, the
      Employee shall receive discretionary bonuses that are made no less frequently
      than, and in annual amounts not less than, the average annual discretionary
      bonuses paid to the Employee during each of the three calendar years immediately
      preceding the year in which such Change in Control occurs.





4.           Benefit
      Plans and Expenses.





(a)           Participation
      in Retirement, Medical and Other Plans.  During the term of this
      Agreement, the Employee shall participate in any plan that the Bank maintains
      for the benefit of its employees if the plan relates to (1) pension,
      profit-sharing, or other retirement benefits, or (ii) medical insurance or
      the
      reimbursement of medical or dependent care expenses. If the Employee ceases
      employment with the Bank for any reason other than death or “Just Cause” (as
      defined in Section 9(c) hereof), then notwithstanding termination of the
      Employee’s employment or of this Agreement, the Bank shall provide the Employee
      and his dependents with coverage under the Bank’s group health insurance plan
      (and if the Bank maintains more than one plan for its employees, any one of
      such
      plans selected by the Employee in accordance with the general procedures by
      which the Bank’s full-time employees make such elections). The Bank shall bear
      the full cost for said coverage, which shall continue until the Employee’s
      death, with the terms and conditions thereof being determined from time to
      time
      as though the Employee had remained a full-time employee of the Bank (but with
      the Bank in all events paying the full cost for such insurance). The Bank shall
      also provide the Employee’s spouse with continued health insurance coverage
      (with the Bank paying the full cost for such insurance) for her
      lifetime.





(b)             Employee
      Benefits; Expenses.  The Employee shall be eligible to participate
      in any fringe benefits which are or may become available to the Bank’s senior
      management employees, including for example: any stock option or incentive
      compensation plans, and any other benefits which are commensurate with the
      responsibilities and functions to be performed by the Employee under this
      Agreement. The Bank shall provide the Employee with an automobile suitable
      to
      the position of Chairman of the Board and Chief Executive Officer
      of


2


the
      Bank,
      and such automobile may be used by the Employee in carrying out his duties
      under
      this Agreement and for his personal use such as commuting between his residence
      and his principal place of employment. The Bank shall reimburse the Employee
      for
      the cost of maintenance, use and servicing of such automobile. The Bank shall
      reimburse the Employee for his reasonable out-of-pocket expenses incurred in
      connection with the performance of his duties under this Agreement, including,
      without limitation, fees for memberships in such clubs and organization that
      the
      Employee and the Board mutually agree are necessary and appropriate to further
      the business of the Bank, including membership in the Midlothian Country Club,
      or upon substantiation of such expenses in accordance with the policies of
      the
      Bank.





5.           Term.  The
      Bank hereby employs the Employee, and the Employee hereby accepts such
      employment under this Agreement, for the period commencing on the Effective
      Date
      and ending thirty-six months thereafter (or such earlier date as is determined
      in accordance


with
      Section 9). Additionally, on each annual anniversary date from the Effective
      Date, the Employee’s term of employment shall be extended for an additional
      one-year period beyond the then effective expiration date provided the Board
      determines in a duly adopted resolution that the performance of the Employee
      has
      met the Board’s requirements and standards, and that this Agreement shall be
      extended. Only those members of the Board of Directors who have no personal
      interest in this Employment Agreement shall discuss and vote on the approval
      and
      subsequent renewal of this Agreement.





6.           Loyalty:
      Noncompetition.





(a)           During
      the period of his employment hereunder and except for illnesses, reasonable
      vacation periods, and reasonable leaves of absence, the Employee shall devote
      all his full business time and attention to the performance of his duties
      hereunder; provided, however, from time to time, Employee may serve on the
      boards of directors of, and hold any other offices or positions in, companies
      or
      organizations, which will not present any conflict of interest with the Bank
      or
      any of its subsidiaries or affiliates, or unfavorably affect the performance
      of
      Employee’s duties pursuant to this Agreement, or will not violate any applicable
      statute or regulation. During the term of his employment under this Agreement,
      the Employee shall not engage in any business or activity contrary to the
      business affairs or interests of the Bank, or be gainfully employed in any
      other
      position or job other than as provided above.





(b)           Nothing
      contained in this Paragraph 6 shall be deemed to prevent or limit the Employee’s
      right to invest in the capital stock or other securities of any business
      dissimilar from that of the Bank, or, solely as a passive or minority investor,
      in any business.





7.           Standards.  The
      Employee shall perform his duties under this Agreement in accordance with such
      reasonable standards as the Board may establish from time to time. The Bank
      will
      provide Employee with the working facilities and staff customary for similar
      executives and necessary for him to perform his duties.





8.           Vacation,
      Sick and Other Leave.  At such reasonable times as the Board shall
      in its discretion permit, the Employee shall be entitled, without loss of pay,
      to absent himself


3


voluntarily
      from the performance of his employment under this Agreement, all such voluntary
      absences to count as vacation time, provided that:





(a)           The
      Employee shall be entitled to an annual vacation in accordance with the policies
      that the Board periodically establishes for senior management employees of
      the
      Bank. The Employee shall not receive any additional compensation from the Bank
      on account of his failure to take vacation leave, and the Employee shall not
      accumulate unused vacation leave from one fiscal year to the next, except to
      the
      extent authorized by the Board.





(b)           In
      addition, the Employee shall be entitled to an annual sick leave benefit as
      established by the Board. In the event any sick leave benefit shall not have
      been used during any year, such leave shall not accrue to subsequent years,
      except to the extent authorized by the Board.





(c)           In
      addition to the aforesaid paid vacations, the Employee shall be entitled without
      loss of pay, to absent himself voluntarily from the performance of his
      employment with the Bank for such additional periods of time and for such valid
      and legitimate reasons as the Board may in its discretion determine. Further,
      the Board may grant to the Employee a leave or leaves of absence, with or
      without pay, at such time or times and upon such terms and conditions as such
      Board in its discretion may determine.





9.           Termination
      and Termination Pay.  Subject to Section 10 hereof, the Employee’s
      employment hereunder may be terminated under the following
      circumstances:





(a)           Death.  The
      Employee’s employment under this Agreement shall terminate upon his death during
      the term of this Agreement, in which event the Employee’s beneficiary or
      beneficiaries, or his estate, shall be entitled to receive the compensation
      due
      the Employee through the last day of the calendar month in which his death
      occurred. Notwithstanding any provision of this Agreement to the contrary,
      in
      the event that the Employee dies while employed by the Bank, the Bank shall
      pay
      the Employee’s beneficiary or beneficiaries, or his estate, the Employee’s Base
      Salary then in effect pursuant to Section 2 hereof for a period of one (1)
      yearfrom the date of the Employee’s death, in accordance with its regular
      payroll practice.





(b)           Disability.





(1)           In
      the event of Employee’s Disability (as hereinafter defined), the Employee shall
      receive any disability insurance for which the Employee shall be eligible under
      any disability insurance or similar program maintained by the
      Bank.  For the first twelve (12) months of the Employee’s disability,
      the Bank shall pay the Employee the difference between the Employee’s monthly
      Base Salary in Section 2 and the amount that is paid to the Employee pursuant
      to
      any disability insurance or similar program which the Bank has provided or
      may
      provide on behalf of its employees pursuant to any workman’s or social security
      disability program, it being understood that such program or insurance shall
      have primary responsibility of coverage.  Notwithstanding anything to
      the contrary herein, no payments shall be made hereunder which would violate
      Code Section 409A.  Accordingly, any payments
      required


4


hereunder
      shall commence within thirty (30) days from the date of determination of
      Employee’s Disability.





“Disability”
      or “Disabled” shall be construed to comply with Section 409A of the Internal
      Revenue Code and shall be deemed to have occurred if: (i) Executive is unable
      to
      engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result in
      death, or last for a continuous period of not less than 12 months; (ii) by
      reason of any medically determinable physical or mental impairment that can
      be
      expected to result in death, or last for a continuous period of not less than
      12
      months, Executive is receiving income replacement benefits for a period of
      not
      less than three months under an accident and health plan covering employees
      of
      the Bank or the Company; or (iii) Executive is determined to be totally disabled
      by the Social Security Administration.





(2)             In
      the event Employee is Disabled for a continuous period exceeding twelve (12)
      calendar months, the Bank may, at its election, terminate this Agreement and
      Employee’s employment (if not previously terminated).  In such event,
      the Employee shall be entitled to receive from the Bank the difference between
      fifty (50%) percent of his Base Salary in Section 2 and the amount that is
      paid
      to the Employee pursuant to any Disability insurance or similar program
      sponsored by the Bank.Payment of such
      Disability benefit shall commence on the last day of the month following the
      month for which the final payment under Section 9(b)(1) was made, and cease
      on
      the earliest of the month in which the Employee (1) dies, (ii) attains age
      65,
      or (iii) returns to full-time employment with the Bank.  Payments
      required hereunder shall be made consistent with the requirements of Code
      Section 409A, in the same manner contemplated by Section 9(b)(1)
      hereof.





(3)           During
      the period the Employee is entitled to receive payments under Section 9(b)(1)
      and 9(b)(2) hereof, the Employee shall, to the extent that he is physically
      and
      mentally able to do so, furnish information and assistance to the Bank, and,
      in
      addition, upon reasonable request in writing on behalf of the Board, or an
      executive officer designated by such Board, from time to time, make himself
      available to the Bank to undertake reasonable assignments consistent with the
      dignity, importance and scope of his prior position and his physical and mental
      health.During such period of service, the Employee shall be responsible and
      report to, and be subject to the supervision of, the Board or an executive
      officer designated by the Board, as to the method and manner in which he shall
      perform such assignments, subject always to the provisions of this Section
      9(b)(3), and shall keep such Board or such executive officer appropriately
      informed of his progress in each such assignment.





(c)           Just
      Cause.  The Board may, by written notice to the Employee,
      immediately terminate his employment at any time, for Just Cause. The Employee
      shall have no right to receive compensation or other benefits for any period
      after termination for Just Cause. Termination for “Just Cause” shall mean
      termination because of, in the good faith determination of the Board, the
      Employee’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. Any stock options or restricted
      stock
      awards granted to the Employee under any stock plan of the Bank,
      the


5


Company
      or any subsidiary or affiliate thereof, shall become null and void effective
      upon the Employee’s receipt of notice of termination for Just Cause pursuant to
      section 9 hereof, and shall not be exercisable by the Employee at any time
      subsequent to such termination for Just Cause.





(d)           Without
      Just Cause; Constructive Discharge.





(1)           The
      Board may, by written notice to the Employee, immediately terminate his
      employment at any time for a reason other than Just Cause, in which event the
      Employee, 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, shall be entitled to receive an amount equal to three (3)
      times the sum of (i) his Base Salary provided pursuant to Section 2 hereof,
      and
      (ii) the highest rate of bonus awarded to the Employee, pursuant to Section
      3
      hereof, at any time during the prior three years. In addition, the Employee
      shall be entitled to a lump sum payment in an amount equal to the present value
      of the Bank’s contributions that would have been made on Employee’s behalf under
      the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit
      sharing plan and the employee stock ownership plan) if he had continued working
      for the Bank for a thirty-six (36) month period following his termination of
      employment earning the Base Salary that would have been achieved during the
      remaining unexpired term of this Agreement and making the maximum amount of
      employee contributions permitted, if any, under such plans. Upon an event of
      termination at any time for a reason other than Just Cause, the Employee will
      vest on the date of termination of employment in any outstanding unvested stock
      options or shares of restricted stock of the Company that have been awarded
      to
      him. Notwithstanding the foregoing, in the event such termination occurs after
      a
      Change in Control and within the time period set forth in Section 10(a)(1)
      hereof, the benefits and compensation provided for in that Section 10 shall
      apply. All amounts payable to the Employee in cash shall be paid in one lump
      sum
      (adjusted to reflect the present value of such accelerated payment) within
      thirty (30) days of such termination, or if Employee is a “Specified Employee”
(as defined in Code Section 409A) on the first day of the seventh month
      following Employee’s Separation from Service.





(2)           The
      Employee may voluntarily terminate his employment under this Agreement within
      ninety (90) days following the occurrence of an event which constitutes “Constructive
      Discharge,” and shall thereupon be entitled to receive the compensation and
      benefits payable under Section 9(d)(1) hereof (unless such voluntary termination
      occurs following a Change in Control as set forth under Section 10(b) in which
      event the benefits and compensation provided for in Section 10 shall apply).
      For
      purposes of this Section 9, a Constructive Discharge shall include the
      occurrence of any of the following events which has not been consented to in
      advance in writing by the Employee: (1) the requirement that the Employee move
      his personal residence, or perform his principal executive functions, more
      than
      thirty-five (35) miles from his primary office; (ii) a material reduction in
      the
      Employee’s base compensation; (iii) the failure to increase the Employee’s Base
      Salary or to pay the Employee discretionary bonuses pursuant to Sections 2
      and 3
      of this Agreement; (iv) the failure by the Bank to continue to provide the
      Employee with compensation and benefits provided for under this Agreement,
      as
      the same may be increased from time to time, or with benefits substantially
      similar to those provided to him under any of the employee benefit plans in
      which the Employee now or hereafter becomes a participant, or the taking of
      any
      action by the Bank which would


6


directly
      or indirectly reduce any of such benefits or deprive the Employee of any
      material fringe benefit enjoyed by him; (v) the requirement that the Employee
      report directly to a person or persons other than the Board; (vi) the assignment
      to the Employee of duties and responsibilities materially different from those
      normally associated with his position as referenced at Section 1; (vii) a
      failure to elect or reelect the Employee to the Board of Directors of the Bank;
      (viii) a material diminution or reduction in the Employee’s responsibilities or
      authority (including reporting responsibilities) in connection with his
      employment with the Bank.  All amounts payable to the Employee in cash
      under this Section 9(d)(2) shall be paid in a lump sum (adjusted for the present
      value of such accelerated payment) within thirty (30) days of such termination,
      or if Employee is a Specified Employee, on the first day of the seventh month
      following Employee’s Separation from Service.





(3)           Notwithstanding
      the foregoing, but only to the extent required under federal banking law, the
      amount payable under clause (d)(1) hereof shall be reduced to the extent that
      on
      the date of the Employee’s termination of employment, the present value of the
      benefits payable thereunder exceeds the limitation on severance benefits that
      is
      set forth in Regulatory Bulletin 27b of the Office of Thrift Supervision (“OTS”)
      and the OTS Thrift Activities Handbook Section 310, as in effect on the
      Effective Date.  In the event that Section 280G of the Internal
      Revenue Code of 1986, as amended (the “Code”) becomes applicable to payments
      made under this Section 9(d), and the payments exceed the “Maximum Amount” as
      defined in Section 10(a)(2) hereof, the payments shall be reduced in accordance
      with Section 10(a)(2) of this Agreement.





(e)           Definition
      of Termination of Employment





For
      purposes of this Section 9,
“termination of employment” or “Retirement” as used herein or in Section 10
      hereof shall mean “Separation from Service” as defined in Code Section 409A and
      the Treasury Regulations promulgated thereunder, provided, however, that the
      Bank and Employee reasonably anticipate that the level of bona fide services
      the
      Employee would perform after termination would permanently decrease to a level
      that is less than 50% of the average level of bona fide services performed
      (whether as an employee or an independent contractor) over the immediately
      preceding 12-month period.





(f)           Termination
      or Suspension Under Federal Law.





(1)           If
      the Employee is removed and/or permanently prohibited from participating in
      the
      conduct of the Bank’s affairs by an order issued under Sections 8(e)(4) or
      8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and
      (g)(1)), all obligations of the Bank under this Agreement shall terminate,
      as of
      the effective date of the order. No such order shall affect the vested rights
      of
      the parties.





(2)           If
      the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations
      under this Agreement shall terminate as of the date of default; however, this
      Paragraph shall not affect the vested rights of the parties.


7


(3)           All
      obligations under this Agreement shall terminate, except to the extent that
      continuation of this Agreement is necessary for the continued operation of
      the
      Bank: (1) by the Director of the Office of Thrift Supervision (“Director of
      OTS”), or his designee, at the time that the Federal Deposit Insurance
      Corporation (“FDIC”) or the Resolution Trust Corporation enters into an
      agreement to provide assistance to or on behalf of the Bank under the authority
      contained in Section 13(c) of FDIA; or (ii) by the Director of the OTS, or
      her
      designee, at the time that the Director of the OTS, 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 of the OTS to be in an unsafe or unsound
      condition. Such action shall not affect any vested rights of the
      parties.





(4)           If
      a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.C.
      1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Employee from
      participating in the conduct of the Bank’s affairs, the Bank’s obligations under
      this Agreement shall be suspended as of the date of such service, unless stayed
      by appropriate proceedings.  If the charges in the notice are
      dismissed, the Bank shall (1) pay the Employee 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.





(g)           Voluntary
      Termination by Employee.  Subject to Sections 9(d)(2) and 10
      hereof, the Employee may voluntarily terminate employment with the Bank during
      the term of this Agreement, upon at least sixty (60) days’ prior written notice
      to the Board of Directors, in which case the Employee shall receive only his
      compensation, vested rights (including continuing group health benefits as
      provided in Section 4(a) hereof) and employee benefits up to the date of his
      termination, payable as set forth in the documents governing such
      payments.





Notwithstanding
      any contrary provision of this Agreement, in the event that the Employee elects
      to retire from employment with the Bank (such event being referred to herein
      as
“Retirement”), the Employee (or in the event of his death after Retirement but
      prior to payment pursuant to this Section 9(f), his estate) shall be paid
      within  thirty (30) days of Retirement a lump sum payment equal to
      fifty-percent (50%) of the Base Salary provided pursuant to Section 2 hereof
      as
      of such date of Retirement or, if Code Section 409A is applicable and the
      Employee is a Specified Employee, on the first day of the seventh full month
      following the Employee’s Separation from Service.





10.           Change
      in Control.





(a)           Change
      in Control; Involuntary Termination.





(1)           Notwithstanding
      any provision herein to the contrary, if the Employee’s employment under this
      Agreement is terminated by the Bank, without the Employee’s prior written
      consent and for a reason other than Just Cause, in connection with or within
      twelve (12) months after any Change in Control of the Bank or the Company,
      the
      Employee shall, subject to paragraph (2) of this Section 10(a), be paid an
      amount equal to three (3) times the sum of (i) the Employee’s Base Salary
      provided pursuant to Section 2 hereof, as in effect on the date of such Change
      in Control, and (ii) the highest rate of bonus awarded to the


8


Employee
      at any time during the prior three years. In addition, the Employee shall be
      entitled to a lump sum payment in an amount equal to the present value of the
      Bank’s contributions that would have been made on Employee’s behalf under the
      Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit
      sharing plan and the employee stock ownership plan) if he had continued working
      for the Bank for a thirty-six (36) month period following his termination of
      employment earning the Base Salary that would have been achieved during the
      remaining unexpired term of this Agreement and making the maximum amount of
      employee contributions permitted, if any, under such plans.Upon termination
      of
      employment following a Change in Control, the Employee will immediately vest
      in
      any outstanding unvested stock options or shares of restricted stock of the
      Company that have been awarded to him. All amounts payable to the Employee
      in
      cash shall be paid in one lump sum (adjusted for the present value of such
      accelerated payment) within thirty (30) days following such termination, or
      if
      Employee is a Specified Employee and the following is required by Code Section
      409A, on the first business day of the seventh month following Separation from
      Service. In the event of termination of employment following a Change in
      Control, Employee  shall have continued use of an automobile provided
      by the Bank and shall also receive reimbursement for his membership fees and
      expenses associated with his use of the Midlothian Country Club for a period
      of
      thirty-six (36) months following termination of
      employment.  Reimbursement of any automobile expenses and country club
      dues to employee by the Bank shall be permitted provided that the amount of
      expenses and dues paid in a calendar year that are eligible for reimbursement
      equals only  the amount actually expended during such calendar year,
      and the maximum amount available for reimbursement in any calendar year will
      not
      be increased or decreased to reflect the amount expended or reimbursed in a
      prior or subsequent calendar year, and further, any reimbursement must be paid
      to the Employee by December 31 of the calendar year following the year in which
      the Employee pays such automobile expenses and country club fees and
      expenses.





(2)           Notwithstanding
      the foregoing paragraph (a)(1), in the event that the Bank’s independent
      accountants determine that the total payments receivable under Section 10(a)(1)
      hereof, when added to any other payments contingent on a Change in Control
      of
      the Bank or the Company, exceed 2.999 times the Employee’s “base amount” as
      defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder
      (the “Maximum Amount”), then such payments shall be reduced to avoid an “excess
      parachute payment”, as defined in Section 280G(b)(1) of the Code. The Employee
      shall determine which and how much, if any, of the payments to which he is
      entitled shall be eliminated or reduced so that the total payments to be
      received by the Employee do not exceed the Maximum Amount. If the Employee
      does
      not make his determination within ten business days after receiving a written
      request from the Bank, the Bank may make such determination, and shall notify
      the Employee promptly thereof. Within five business days of the earlier of
      the
      Bank’s receipt of the Employee’s determination pursuant to this paragraph or the
      Bank’s determination in lieu of a determination by the Employee, the Bank shall
      pay to or distribute to or for the benefit of the Employee such amounts as
      are
      then due the Employee under this Agreement.





(3)           The
      term “Change in Control” shall mean an event of a nature that: (i) would be
      required to be reported in response to Item 1(a) 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) results in a
      Change in Control of the Bank or the Company


9


within
      the meaning of the Home Owners’ Loan Act, as amended (“HOLA”), and applicable
      rules and regulations promulgated thereunder, as in effect at the time of the
      Change in Control; or (iii) 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 Company representing 25% or more of the
      combined voting power of Company's outstanding securities except for any
      securities purchased by the Bank's employee stock ownership plan or trust;
      or
      (b) individuals who constitute the Company’s Board on the date hereof (the
“Incumbent Board”) cease for any reason to constitute at least a majority
      thereof, *provided* that any person becoming a director subsequent to the
      date hereof whose election was approved by a vote of at least three-quarters
      of
      the directors comprising the Incumbent Board, or whose nomination for election
      by the Company's stockholders was approved by the same nominating committee
      serving under an Incumbent 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 Company or similar transaction in which the Bank
      or
      Company is not the surviving institution occurs; or (d) a proxy statement
      soliciting proxies from stockholders of the Company, by someone other than
      the
      current management of the Company, seeking stockholder approval of a plan of
      reorganization, merger or consolidation of the Company or similar transaction
      with one or more corporations as a result of which the outstanding shares of
      the
      class of securities then subject to the Plan are to be exchanged for or
      converted into cash or property or securities not issued by the Company; or
      (e)
      a tender offer is made for 25% or more of the voting securities of the Company
      and the shareholders owning beneficially or of record 25% or more of the
      outstanding securities of the Company have tendered or offered to sell their
      shares pursuant to such tender offer and such tendered shares have been accepted
      by the tender offeror.  Notwithstanding anything in this paragraph to
      the contrary, a change in control shall not be deemed to have occurred in the
      event of a conversion of the Company's or the Bank's mutual holding company
      to
      stock form, or in connection with any reorganization used to effect such a
      conversion.





(b)           Change
      in Control; Voluntary Termination.  Notwithstanding any other
      provision of this Agreement to the contrary, but subject to Sections 10(a)(2),
      10(c), and 10(e) hereof, the Employee may voluntarily terminate his employment
      under this Agreement within ninety (90) days following a Change in Control
      as
      defined in paragraph (a)(4) of this Section 10, and the Employee shall thereupon
      be entitled to receive the payment described in Section 10(a) of this Agreement.
      Alternatively, the Employee may voluntarily terminate his employment under
      this
      Agreement if, within twelve (12) months following such Change in Control of
      the
      Bank or the Company an event constituting a Constructive Discharge shall
      occur.  If an event constituting a Constructive Discharge shall occur,
      the Employee shall be entitled to voluntarily terminate employment within ninety
      (90) days of such Constructive Discharge and shall be entitled to the payments
      and benefits set forth in Section 10(a) hereof.  For purposes of this
      Section 10, a Constructive Discharge includes any of the following events which
      has not been consented to in advance by the Employee in writing: (i) the
      requirement that the Employee move his personal residence, or perform his
      principal executive functions, more than thirty-five (35) miles from his primary
      office as of the date of the Change in Control; (ii) a material reduction in
      the
      Employee’s base compensation as in effect on the date of the Change in Control
      or as the same  10


may
      be
      changed by mutual agreement from time to time; (iii) the failure to increase
      the
      Employees Base Salary or to pay the Employee discretionary bonuses pursuant
      to
      Sections 2 and 3 of this Agreement; (iv) the failure by the Bank to continue
      to
      provide the Employee with compensation and benefits provided for under this
      Agreement, as the same may be increased from time to time, or with benefits
      substantially similar to those provided to him under any of the employee benefit
      plans in which the Employee now or hereafter becomes a participant, or the
      taking of any action by the Bank which would directly or indirectly reduce
      any
      of such benefits or deprive the Employee of any material fringe benefit enjoyed
      by him at the time of the Change in Control; (v) the requirement that the
      Employee report directly to a person or persons other than the Board; (vi)
      the
      assignment to the Employee of duties and responsibilities materially different
      from those normally associated with his position as referenced at Section 1;
      (vii) a failure to elect or reelect the Employee to the Board of Directors
      of
      the Bank, if the Employee is serving on the Board on the date of the Change
      in
      Control; (viii) a material diminution or reduction in the Employee’s
      responsibilities or authority (including reporting responsibilities) in
      connection with his employment with the Bank.  All amounts payable to
      the Employee under this Section 10(b) shall be paid in the same manner as
      required under Section 10(a) hereof.





(c)           Compliance
      with 12 U.S.C. Section 1828(k).  Any payments made to the Employee
      pursuant to this Agreement, or otherwise, are subject to and conditioned upon
      their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated
      thereunder.





(d)           Trust.





(1)           Within
      five business days before or after a Change in Control (as defined in Section
      10(a) of this Agreement), the Bank shall (i) deposit, or cause to be deposited,
      in a grantor trust (the “Trust”) substantially in the form described in Revenue
      Procedure 92-64, as issued by the Internal Revenue Service and as amended or
      superseded thereby, an amount equal to 2.99 times the Employee’s “base amount”
as defined in Section 280G(b)(3) of the Code, and (ii) provide the trustee
      of
      the Trust, who shall be an independent corporation having corporate trust
      powers, with a written direction to hold said amount and any investment return
      thereon in a segregated account for the benefit of the Employee, and to follow
      the procedures set forth in the next paragraph as to the payment of such amounts
      from the Trust.





(2)           Immediately
      following Employee’s Separation from Service for one of the reasons set forth in
      Section 10(a) or 10 (b) hereof, or in the event Employee is a Specified
      Employee, on the first day of the seventh month after Employee’s Separation from
      Service, the Employee shall provide the trustee of the Trust with a written
      notice requesting that the trustee pay to the Employee the amount designated
      in
      said notice. Within three business days after receiving said notice, the trustee
      of the Trust shall send a copy of the notice to the Bank via overnight and
      registered mail return receipt requested. On the tenth (10th) business
      day
      after mailing said notice to the Bank, the trustee of the Trust shall pay the
      Employee the amount designated therein in immediately available funds, unless
      prior thereto the Bank provides the trustee with a written notice directing
      the
      trustee to withhold such payment. In the latter event, the trustee shall submit
      the dispute to non-appealable binding arbitration for a determination of the
      amount payable to the Employee pursuant to Section 10(a) or (b) hereof, and
      the
      party responsible for the payment of the costs of such arbitration (which may
      include any reasonable


11


legal
      fees and expenses incurred by the Employee) shall be determined by the
      arbitrator. The trustee shall choose the arbitrator to settle the dispute,
      and
      such arbitrator shall be bound by the rules of the American Arbitration
      Association in making her determination. The parties and the trustee shall
      be
      bound by the results of the arbitration and, within 3 days of the determination
      by the arbitrator, the trustee shall pay from the Trust the amounts required
      to
      be paid to the Employee and/or the Bank, and in no event shall the trustee
      be
      liable to either party for making the payments as determined by the
      arbitrator.





(e)           Regulatory
      Limitation.  Notwithstanding the foregoing, but only to the extent
      required under federal banking law, the amount payable under Subsections (a)
      and
      (b) of this Section 10 shall be reduced to the extent that on the date of the
      Employee’s termination of employment, the amount payable under Subsection (a) or
      (b) of this Section 10 exceeds the limitation on severance benefits that is
      set
      forth in Regulatory Bulletin 27b of the OTS and OTS Thrift Activities Handbook
      Section 310, as in effect on the Effective Date.





(f)           In
      the event that any dispute arises between the Employee and the Bank as to the
      terms or interpretation of this Agreement, including this Section 10, whether
      instituted by formal legal proceedings or otherwise, including any action that
      the Employee takes to enforce the terms of this Section 10 or to defend against
      any action taken by the Bank, the Employee shall be reimbursed for all costs
      and
      expenses, including reasonable attorneys’ fees, arising from such dispute,
      proceedings or actions, provided that the Employee shall obtain a final judgment
      by a court of competent jurisdiction in favor of the Employee. Such
      reimbursement shall be paid within ten (10) days of Employee’s furnishing to the
      Bank written evidence, which may be in the form, among other things, of a
      cancelled check or receipt, of any costs or expenses incurred by the
      Employee.





11.           Federal
      Income Tax Withholding.  The Bank may withhold all Federal and
      State income or other taxes from any benefit payable under this Agreement as
      shall be required pursuant to any law or government regulation or
      ruling.





12.           Successors
      and Assigns.





(a)           Bank.  This
      Agreement shall not be assignable by the Bank, provided that this Agreement
      shall inure to the benefit of and be binding upon any corporate or other
      successor of the Bank which shall acquire, directly or indirectly, by merger,
      consolidation, purchase or otherwise, all or substantially all of the assets
      or
      stock of the Bank.





(b)           Employee.  Since
      the Bank is contracting for the unique and personal skills of the Employee,
      the
      Employee shall be precluded from assigning or delegating his rights or duties
      hereunder without first obtaining the written consent of the Bank; provided,
      however, that nothing in this paragraph shall preclude (1) the Employee from
      designating a beneficiary to receive any benefit payable hereunder upon his
      death, or (ii) the executors, administrators, or other legal representatives
      of
      the Employee or his estate from assigning any rights hereunder to the person
      or
      persons entitled thereunto.




12


(c)           Attachment.  Except
      as required by law, no right to receive payments under this Agreement shall
      be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge, or hypothecation or to exclusion, 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.





13.           Amendments.  No
      amendments or additions to this Agreement shall be binding unless made in
      writing and signed by all of the parties, except as herein otherwise
      specifically provided.





14.           Applicable
      Law.  Except to the extent preempted by Federal law, the laws of
      the State of Illinois shall govern this Agreement in all respects, whether
      as to
      its validity, construction, capacity, performance or otherwise.





15.           Severability.  The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof.





16.           Entire
      Agreement.  This Agreement, together with any understanding or
      modifications thereof as agreed to in writing by the parties, shall constitute
      the entire agreement between the parties hereto, and shall completely supersede
      any prior agreements between the parties (including but not limited to their
      agreement dated July 20, 1992 and the employment agreements dated December
      18,
      1995, and August 19, 2003).





[signature
      page follows]






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IN
      WITNESS WHEREOF, the parties have executed this Agreement on the day and year
      first hereinabove written.











**ATTEST:**
            **A.
                J. SMITH FEDERAL SAVINGS BANK**/s/
              Donna J. Manuel
            /s/
              Lyn G. RupichDonna
                J. Manuel, corporate secretary
            Lyn
                G. Rupich, President**WITNESS:**
            **EMPLOYEE:**/s/
              Jennifer
              Walko
            /s/
              Thomas
              R. ButkusJennifer
                Walko
            Thomas
                R. Butkus








14