Exhibit
      99


**EMPLOYMENT
      AGREEMENT**





THIS
      AGREEMENT is entered into this 16th day of October, 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, Illinois, and Lyn G. Rupich (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 18th day of
      October
      2005 (“Prior Agreement”), pursuant to which the Employee was employed as the
      President of the Bank and the Company; and





WHEREAS,
      Section 409A of the Internal Revenue Code (the “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 the Prior Agreement was
      intended to comply with its provisions; and


WHEREAS,
      the final regulations have been issued under Code Section 409A and the Bank
      desires to update the Prior Agreement to incorporate the requirements of the
      final regulations; 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 her service and dedication
      to
      the continued success of the Bank and to update the provisions for the final
      regulations under Code Section 409A; and





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





NOW,
      THEREFORE, it is AGREED as follows:





1.             Employment.  During
      the term of her employment hereunder, the Employee shall serve as the
      President/Chief Operating 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 $134,000.00 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) her 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. The Employee
      shall share in normal salary increases at a rate not less, but may be more,
      than
      the higher of the senior management employees average percentage increases
      or
      the average of all employees percentage increases afforded to all employees
      of
      the Bank. In both cases indicated above, the averages are exclusive of the
      percentage increase afforded to the CEO.  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.  If such discretionary bonuses are awarded to senior
      management, Employee’s bonus shall not be less than 10% of the Employee’s then
      current base salary. In addition, if such discretionary bonuses are no longer
      awarded to the senior management, but pre-written, incentive bonuses are
      afforded to any senior management, then such incentive bonus shall also be
      offered to the Employee at an amount or percentage not less than the average
      amount or percentages afforded to all senior management, inclusive
      of  the bonus awarded to CEO.  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.





(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.  In addition, during the term of this Agreement, the Bank
      shall provide Employee with an automobile suitable to her position as President
      and Chief Operating Officer of the Bank.  At the time of execution of
      this Agreement, the Executive is leasing an automobile and the Bank has agreed
      to make the lease payments for the duration of the lease
      period.  Following the expiration of the lease period, the Bank shall
      either purchase or lease (in the name of the Bank) a new automobile of similar
      quality for the use of Executive.  The Bank shall reimburse the
      Employee for her reasonable out-of-pocket expenses


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incurred
      in connection with the performance of her duties under this Agreement 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 her employment hereunder and except for illnesses, reasonable
      vacation periods, and reasonable leaves of absence, the Employee shall devote
      all her full business time and attention to the performance of her duties
      hereunder; provided, however, from time to time, the 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
      the Employee’s duties pursuant to this Agreement, or will not violate any
      applicable statute or regulation. During the term of her 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 her duties under this Agreement in accordance with such
      reasonable standards as the Board may establish from time to time. The Bank
      will
      provide the Employee with the working facilities and staff customary for similar
      executives and necessary for her to perform her 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 herself voluntarily from the performance of her 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 her 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.


3





(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 herself voluntarily from the performance of
      her
      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 her death during
      the term of this Agreement, in which event the Employee’s beneficiary or
      beneficiaries, or her estate, shall be entitled to receive the compensation
      due
      the Employee through the last day of the calendar month in which her 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 her estate, the Employee’s Base
      Salary then in effect pursuant to Section 2 hereof for a period of one (1)
      year
      from the date of the Employee’s death, in accordance with its regular payroll
      practices.





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





As
      used
      in this Agreement, the term “disability” or “disabled” shall be construed to
      comply with Code Section 409A and shall be deemed to have occurred if: (i)
      Employee 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


4


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, if
      any,
      between fifty (50%) percent of her Base Salary 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 she 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 herself
      available to the Bank to undertake reasonable assignments consistent with the
      dignity, importance and scope of her prior position and her 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 she 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 her progress in each such assignment.





(c)           Just
      Cause.  The Board may, by written notice to the Employee,
      immediately terminate her 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 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 her
      employment at any time for a reason other than Just Cause, in which event
      the


5


Employee,
      or in the event of her subsequent death, her beneficiary or beneficiaries,
      or
      her estate, as the case may be, as severance pay or liquidated damages, or
      both,
      shall be entitled to receive an amount equal to one and one-half (11⁄2) times (the
“Multiplier”) the sum of (i) her 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
      Bank shall cause to be continued life insurance, non-taxable medical and dental
      coverage, and disability coverage substantially identical to the coverage
      maintained by the Bank for the Employee prior to her termination, for eighteen
      (18) months (the “Period”) from the date of termination. The Employee shall also
      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 the 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 she had continued working
      for the Bank for a eighteen (18) month period following her 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
      her. Notwithstanding anything to the contrary herein, the Multiplier and the
      Period of payment of continued life, medical, dental and disability coverage
      shall be reviewed annually by the Board and the Board, in its sole discretion,
      may increase (but not decrease) the Multiplier and the Period in one-half
      percent (1⁄2%) and in six month increments, respectively,  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 the Employee is a Specified Employee (within the
      meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh
      month following the Employee’s termination of
      employment.  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.





(2)           The
      Employee may voluntarily terminate her 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
      her personal residence, or perform her principal executive functions, more
      than
      thirty-five (35) miles from her 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 her 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 her; (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 her position as referenced at Section 1; (vii) a
      material diminution or reduction in the Employee’s responsibilities or authority
      (including reporting responsibilities) in connection with her employment with
      the Bank.





(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 Section 310 of the Regulatory Handbook of the Office of Thrift
      Supervision, 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.





(4)           Notwithstanding
      the foregoing, for purposes of this Section 9(d), termination of employment
      shall be construed to require a “Separation from Service” as defined in Code
      Section 409A and the Treasury Regulations promulgated thereunder, provided,
      however, that the Bank and the 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 36-month period.





(e)           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.





(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
      his
      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


7


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.





(f)           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 her
      compensation, vested rights (including continuing group health benefits as
      provided in Section 4(a) hereof) and employee benefits up to the date of her
      termination, payable as set forth in the documents governing such
      payments.





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 Employee at any
      time during the prior three years. In addition, the Bank shall cause to be
      continued life insurance, non-taxable medical and dental coverage, and
      disability coverage substantially identical to the coverage maintained by the
      Bank for the Employee prior to her termination, for a period of thirty-six
      months from the date of termination. The Employee shall also 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 the 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 she had continued working
      for the Bank for a thirty-six (36) month period following her 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 her. 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 of such termination or if the
      Employee is a Specified Employee (within the meaning of
      Treasury


8


Regulations
      §1.409A-1(i)) on the first day of the seventh month following the Employee’s
      termination of employment.





(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 she 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 her 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.  In the event that the
      Employee’s or Bank’s determination to reduce total the payments is in violation
      of Code Section 409A, such reduction shall be made pro-rata.





(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 5.01 of the current report on Form
      8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a
      Change in Control of the Bank or the Company 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


9


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 her employment
      under this Agreement within ninety (90) days following a Change in Control
      as
      defined in paragraph (a)(3) 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 her 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 her personal residence, or perform her principal executive
      functions, more than thirty-five (35) miles from her 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
      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 her 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 her 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 her 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 her employment with the Bank.





(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.


10





(1)           Within
      five business days before or after a Change in Control (as defined in Section
      10(a) of this Agreement) which was not approved in advance by a resolution
      of a
      majority of the members of the Incumbent Board, 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 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)           During
      the twelve (12) consecutive month period following the date on which the Bank
      makes the deposit referred to in the preceding paragraph, the Employee may
      provide the trustee of the Trust with a written notice requesting that the
      trustee pay to the Employee an amount designated in the notice as being payable
      pursuant to Section 10(a) or (b). 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 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 Section 310 of the Regulatory Handbook of the Office of Thrift
      Supervision, 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


11


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.





(g)           Notwithstanding
      the foregoing, for purposes of this Section 10, involuntary or voluntary
      termination of employment shall be construed to require a “Separation from
      Service” as defined in Code Section 409A and the Treasury Regulations
      promulgated thereunder, provided, however, that the Bank and the 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 36-month
      period.





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 her 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 her
      death, or (ii) the executors, administrators, or other legal representatives
      of
      the Employee or her estate from assigning any rights hereunder to the person
      or
      persons entitled thereunto.





(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.


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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).





17.           Subject
      to Office of Thrift Supervision. This Agreement is subject to and
      conditioned upon any required review or approval by the Office of Thrift
      Supervision or any other applicable regulatory agency or authority.








[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
                N. Manuel
            By:
            /s/
                Thomas R. ButkusDonna
                Manuel, Secretary
            
            Thomas
                R. Butkus, Chairman andChief
                Executive OfficerWITNESS:
            EXECUTIVE:/s/
                Jo Anne Cano
            /s/
              Lyn G. RupichJo
                Anne Cano
            Lyn
              G. Rupich, President











14