Exhibit
99.1










A.
J. SMITH FEDERAL SAVINGS BANK


AMENDED
AND RESTATED


2005
RETIREMENT PLAN FOR OUTSIDE DIRECTORS










Exhibit
99.1


A.
J. SMITH FEDERAL SAVINGS BANK


AMENDED
AND RESTATED


2005
RETIREMENT PLAN FOR OUTSIDE DIRECTORS





TABLE
OF CONTENTS





ARTICLE
      I - GENERAL
            11.1
            Effective
      Date
            11.2
            Purpose
            11.3
            Intent
            1ARTICLE
      II - DEFINITIONS AND USAGE
            22.1
            Definitions
            22.2
            Usage
            5ARTICLE
      III - ELIGIBILITY AND PARTICIPATION
            5ARTICLE
      IV - PAYMENT OF BENEFITS
            64.1
            Entitlement
      to Benefit Payments
            64.2
            Unforeseeable
      Emergencies
            64.3
            Distribution
      Upon Change in Control
            7ARTICLE
      V - PAYMENT OF BENEFITS ON OR AFTER DEATH
            75.1
            Commencement
      of Benefit Payments
            75.2
            Designation
      of Beneficiary
            7ARTICLE
      VI - ESTABLISHMENT OF TRUST; AUTOMATIC FUNDING UPON A CHANGE IN
      CONTROL
            7ARTICLE
      VII - RIGHTS OF PARTICIPANTS; TERMINATION OR SUSPENSION UNDER FEDERAL
      LAW
            8ARTICLE
      VIII - INTERPRETATION OF THE PLAN
            9ARTICLE
      IX - LEGAL FEES
            9ARTICLE
      X - MISCELLANEOUS PROVISIONS
            910.1
            Amendment
      and Termination of Plan
            910.2
            Limited
      Payments
            1010.3
            No
      Assignment
            1010.4
            Incapacity
            1010.5
            Successors
      and Assigns
            1110.6
            Governing
      Law
            1110.7
            No
      Guarantee of Continued Service
            1110.8
            Severability
            1110.9
            Notification
      of Addresses
            11Appendix
      A
            
            A-1Appendix
      B
            
            B-1Appendix
      C
            
            C-1








Exhibit
99.1


A.
J. SMITH FEDERAL SAVINGS BANK


AMENDED
AND RESTATED




2005
RETIREMENT PLAN FOR OUTSIDE DIRECTORS




WHEREAS, A. J. Smith Federal
Savings Bank (the “Bank”) recognizes the unique qualifications of its
non-employee directors (“Outside Directors”) and the valuable services that they
have provided to the Bank; and




WHEREAS, the Bank previously
adopted the A. J. Smith Federal Savings Bank 2005 Retirement Plan for Outside
Directors (the “2005 Plan”), which was drafted in a manner intended to comply
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);
and




WHEREAS, Code Section 409A
requires that certain types of deferred compensation arrangements comply with
its terms or the recipients of such compensation shall be subject to additional
taxes and penalties; and




WHEREAS, the 2005 Plan was
adopted prior to the implementation of the final Treasury Regulations under Code
Section 409A, and the Bank and Outside Directors now wish to amend and restate
the 2005 Plan effective as of January 1, 2008 in order to comply with such final
Treasury Regulations that were published in April 2007.




NOW THEREFORE, the Plan is
hereby amended and restated effective as of January 1, 2008, as
follows.




ARTICLE
I - GENERAL




1.1Effective
Date




The Plan
was originally effective as of January 1, 2005.  The Plan is hereby
amended and restated effective as of January 1, 2008, in order to comply with
the final Treasury Regulations promulgated under Code Section 409A.




1.2 Purpose




The
purpose of the Plan is to provide retirement income to a Participant for a
designated period of time upon his Separation from Service from the
Board.




1.3 Intent




This Plan
is not intended to be an “employee pension benefit plan” under the provisions of
the Employee Retirement Income Security Act of 1974 (“ERISA”), as none of its
Participants are employees of the Bank, or its affiliates.  The Plan
is not intended to be a plan described in section 401(a) of the Code or section
3(2)(A) of ERISA.  The obligation of the Bank to make payments under
this Plan constitutes nothing more than an unsecured promise to make such
payments and any property of the Bank that may be set aside for the payment of
benefits under the Plan shall in the event of the Bank’s bankruptcy or
insolvency, remain subject to the claims of the Bank’s creditors until such
benefits are distributed in accordance with Article IV or




Exhibit
99.1


Article V
herein.  This Plan is adopted following the enactment of Code Section
409A and is intended to be construed consistent with the requirements of that
Section, the Treasury regulations and other guidance issued
thereunder.  If any provision of the Plan shall be determined to be
inconsistent therewith for any reason, then the Plan shall be construed and
enforced as if such provision had never been included.




ARTICLE
II - DEFINITIONS AND USAGE




2.1 Definitions




Whenever
used in this Plan, the following words and phrases have the meanings set forth
below unless the context clearly requires a different meaning:




“Bank” shall mean A. J. Smith
Federal Savings Bank, and any successor thereto.




“Beneficiary” shall mean the
person or persons whom a Participant may designate as the beneficiary of the
Participant’s Benefits under Article V.




“Benefit” or “Benefits” shall mean,
collectively, the benefits payable pursuant to Articles IV and V of the
Plan.




“Benefit Percentage” shall be
determined based on the number of the Participant’s full years of service on the
Board (whether before or after the Initial Effective Date, but disregarding
service on the Board as an Inside Director if covered at that time by a plan for
Inside Directors), and shall be determined according to the following
schedule:




Full
      Years of Service asAn Outside
      Director
            Percentage1
            10%2
            20%3
            30%4
            40%5
            50%6
            60%7
            70%8
            80%9
            90%10
      or more
            100%


Notwithstanding
the foregoing schedule, an Outside Director’s Benefit Percentage shall be deemed
to be 100% upon (i) termination of his service on the Board due to his death or
Disability, or (ii) a Change in Control.  The Benefit Percentage of an
Outside Director who is receiving Benefits hereunder will not increase as a
result of the occurrence of a Change in Control during the payout
period.




“Board” shall mean the Board
of Directors of the Bank.




2
 Exhibit
99.1


“Change in Control” means (i) a change in
ownership of the Bank under paragraph (a) below, or (ii) a change in effective
control of the Bank under paragraph (b) below, or (iii) a change in the
ownership of a substantial portion of the assets of the Bank under paragraph (c)
below:




(a)
            Change in the ownership of the
      Bank.A change in the ownership of the Bank shall occur
      on the date that any one person, or more than one person acting as a group
      (as defined in Treasury Regulation Section 1.409A-3(i)(5)(v)(B)), acquires
      ownership of stock of the corporation that, together with stock held by
      such person or group, constitutes more than 50% of the total fair market
      value or total voting power of the stock of such
      corporation.  However, if any one person or more than one person
      acting as a group, is considered to own more than 50 percent of the total
      fair market value or total voting power of the stock of a corporation, the
      acquisition of additional stock by the same person or persons is not
      considered to cause a change in the ownership of the corporation (or to
      cause a change in the effective control of the corporation (within the
      meaning of paragraph (b) below).  An increase in the percentage
      of stock owned by any one person, or persons acting as a group, as a
      result of a transaction in which the corporation acquires its stock in
      exchange for property will be treated as an acquisition of stock for
      purposes of this section.  This paragraph (a) applies only when
      there is a transfer of stock of a corporation (or issuance of stock of a
      corporation) and stock in such corporation remains outstanding after the
      transaction.




(b)
            Change in the effective control
      of the Bank.A change in the effective control of the
      Bank shall occur on the date that either (i) any one person, or more
      than one person acting as a group (as defined in Treasury Regulation
      Section 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired during the
      12-month period ending on the date of the most recent acquisition by such
      person or persons) ownership of stock of the corporation possessing 30% or
      more of the total voting power of the stock of such corporation; or (ii) a
      majority of members of the corporation’s board of directors is replaced
      during any 12-month period by directors whose appointment or election is
      not endorsed by a majority of the members of the corporation’s board of
      directors prior to the date of the appointment or election, provided that
      this subsection (b) is inapplicable where a majority shareholder of the
      Bank is another corporation. For purposes of (b)(ii), the term corporation
      refers solely to a corporation for which no other corporation is a
      majority shareholder.  In the absence of an event described in
      paragraph (i) or (ii), a change in the effective control of a corporation
      will not have occurred.  If any one person, or more than one
      person acting as a group, is considered to effectively control a
      corporation (within the meaning of this paragraph (b)), the acquisition of
      additional control of the corporation by the same person or persons is not
      considered to cause a change in the effective control of the corporation
      (or to cause a change in the ownership of the corporation within the
      meaning of




3
 Exhibit
99.1


paragraph
(a)).  Persons will not be considered to be acting as a group solely
because they purchase or own stock of the same corporation at the same time, or
as a result of the same public offering.




(c)
            Change in the ownership of a
      substantial portion of the Bank’s assets.  A change in
      the ownership of a substantial portion of the Bank’s assets shall occur on
      the date that any one person, or more than one person acting as a group
      (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)),
      acquires (or has acquired during the 12-month period ending on the date of
      the most recent acquisition by such person or persons) assets from the
      corporation that have a total gross fair market value equal to or more
      than 40% of the total gross fair market value of all of the assets of the
      corporation immediately prior to such acquisition or
      acquisitions.  For this purpose, gross fair market value means
      the value of the assets of the corporation, or the value of the assets
      being disposed of, determined without regard to any liabilities associated
      with such assets.  There is no Change in Control event under
      this paragraph (c) when there is a transfer to an entity that is
      controlled by the shareholders of the transferring corporation immediately
      after the transfer.




(d)
            For
      all purposes hereunder, the definition of Change in Control shall be
      construed and interpreted consistent with the requirements of Code Section
      409A and Treasury Regulation Section 1.409A-3(i)(5) or other guidance
      issued thereunder, except to the extent that such Treasury Regulations are
      superseded by subsequent guidance.




Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to occur solely by
reason of a transaction in which the Bank converts to the stock form of
organization on a stand-alone basis or as a subsidiary of the
Company.  The decision of the Board as to whether a Change in Control
has occurred shall be conclusive and binding.




“Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time, and the rules and
regulations promulgated thereunder.




“Committee” means a Committee
of the Board designated by the Board to administer the Plan.  The
Committee shall consist of three or more members of the Board or, if no
Committee is appointed, the full Board.




“Company” shall mean the
mutual holding company or stock holding company parent of the Bank.




“Disability” means any case in
which an Outside Director: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is determined to be
totally disabled by the Social Security Administration.




4
 Exhibit
99.1


“Employee” shall mean any
person who is employed by the Bank or an affiliate on a full-time
basis.




“Effective Date.”The initial
Effective Date of the Plan was January 1, 2005.  The Plan is
hereby amended and restated effective as of January 1, 2008, in order to conform
to the final Treasury Regulations under Code Section 409A.




“Inside Director” shall mean a
Director who is also an Employee.




“Outside Director” shall mean
a member of the Board who is not also an Employee.




“Participant” means an Outside
Director listed in Appendix C who served on the Board on the initial Effective
Date or who served on the Board after such date and who was appointed by the
Board pursuant to Article III to participate in the Plan.




“Plan” shall mean the A. J.
Smith Federal Savings Bank Amended and Restated 2005 Retirement Plan for Outside
Directors.




“Plan Year”means the period
from January 1 to December 31.




“Separation from Service”
shall be interpreted consistent with Code Section 409A and the Treasury
Regulations thereunder, and shall mean the Outside Director’s death, retirement,
or termination from service on the Bank’s Board of Directors following a failure
to be reappointed or reelected to the Board.  For these purposes, the
Outside Director shall not be deemed to have a Separation from Service until the
Outside Director no longer serves on the Board of Directors of the Bank, or any
member of a controlled group of corporations with the Bank within the meaning of
Treasury Regulation Section 1.409A-1(h)(3).




“Trust” shall mean that
agreement entered into pursuant to the terms hereof between the Bank and the
Trustee.




“Trustee” shall mean that
person(s) or entity appointed by the Board pursuant to the Trust to hold legal
title to the plan assets for the purposes set forth herein.




2.2 Usage




Except
where otherwise indicated by the context, any masculine terminology used herein
shall also include the feminine and vice versa, and the definition of any term
herein in the singular shall also include the plural and vice
versa.




ARTICLE
III - ELIGIBILITY AND PARTICIPATION




Those
Outside Directors who are listed in Appendix C shall be eligible to participate
in the Plan as of the initial Effective Date.  Thereafter, additional
Outside Directors may be designated as Participants in the Plan by the Board,
from time to time, in its sole discretion.  Additional Outside
Directors shall commence participation in the Plan as of the first day of the
Plan Year designated by the Board.  An Outside Director shall cease to
be a Participant when he




5
 Exhibit
99.1


resigns
or is terminated from the Board and: (1) his Benefit is not vested; or (2) his
Benefit is distributed to him or on his behalf.




ARTICLE
IV - PAYMENT OF BENEFITS




4.1 Entitlement
to Benefit Payments




Unless a
Participant makes the alternative lump sum distribution election described
hereinbelow, in the event that a Participant has a Separation from Service for
any reason other than death, the Participant shall receive 10 annual payments,
with the amount of each payment being equal to the product of his Benefit
Percentage and $12,000.  The payments due to an Outside Director under
this Article IV shall begin on the first day of the second month following the
date of the Outside Director’s Separation from Service on the Board, and shall
thereafter be made on the annual anniversary dates of such first payment
date.  Alternatively, a Participant may elect an optional lump sum
form of payment by submitting to the Committee a document substantially in the
form attached hereto as Appendix A prior to December 31, 2008, or with respect
to a new Participant, within thirty (30) days after the Participant’s initial
entry into the Plan.  The optional lump sum form of benefit shall be
paid within thirty (30) days of the Participant’s Separation from Service and
shall be the present value of the normal installment benefit set forth
above.  Such optional distribution election once made by a Participant
shall be irrevocable.  After the death of the Outside Director,
remaining Benefits, if any, shall be payable as set forth in Article
V.




4.2 Unforeseeable
Emergencies




Benefits
may be paid to a Participant or Beneficiary hereunder in the event of an
Unforeseeable Emergency.  An Unforeseeable Emergency means an
unanticipated emergency that is caused by an event beyond the control of the
participant or Beneficiary, such as a sudden and unexpected illness or accident
of the Participant, the Participant’s spouse, beneficiary, or of a dependent (as
defined in Code Section 152(a)), loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances, and
the Unforeseeable Emergency would result in severe financial hardship to the
individual if early withdrawal were not permitted.  The circumstances
that will constitute an unforeseeable emergency will depend upon the facts of
each case, but, in any case, payment may not be made to the extent that such
hardship is or may be relieved:




(a)
            Through
      reimbursement or compensation by insurance or
  otherwise;




(b)
            By
      liquidation of the Participant’s assets, to the extent the liquidation of
      such assets would not itself cause severe financial hardship;
      or




(c)
            By
      cessation of deferrals under the
Plan.




Examples
of what are not considered Unforeseeable Emergencies include the need to send a
Participant’s child to college or the desire to purchase a home.  An
early withdrawal from the Plan pursuant to this provision must be limited to the
amount necessary to meet the emergency, plus taxes reasonably anticipated as a
result of the distribution.  In the event of a withdrawal due to an
Unforseeable Emergency, the amount withdrawn shall reduce the
payments




6
 Exhibit
99.1


made to a
Participant upon Separation from Service by decreasing each annual payment by
its pro-rata share of the amount withdrawn.  In the event that the
Participant has elected a lump sum payment under another Section of this Article
IV, the lump sum amount shall be reduced by the amount distributed
hereunder.




4.3 Distribution
Upon Change in Control




Upon a
Change in Control, all Participants shall have the present value of their vested
Benefit paid to them in a lump sum within thirty (30) days of the Change in
Control, irrespective of whether the Participant has had a Separation from
Service at such time.  If a Participant is receiving payments at the
time of the Change in Control, all remaining payments will be accelerated and
paid in a lump sum within thirty (30) days of the Change in
Control.





ARTICLE
V - PAYMENT OF BENEFITS ON OR AFTER DEATH




5.1 Commencement
of Benefit Payments




If a
Participant dies before payments of his Benefits under the Plan have commenced,
or after payments have commenced, but before they are completely paid, and the
Participant has designated his spouse as his Beneficiary, then his spouse shall
be paid out, or shall continue to be paid out, in accordance with the terms of
Article IV. If a Participant dies before payments of his Benefits under the Plan
have commenced, or after payments have commenced, but before they are completely
paid, and the Participant has a Beneficiary other than his Spouse (as designated
by the Participant, or determined by the Committee, in accordance with Section
5.2), then the Participant’s non-spousal Beneficiary shall receive the present
value of the Participant’s remaining Benefits in the form of a lump sum, payable
within thirty (30) days of the Participant’s date of death.




5.2 Designation
of Beneficiary




A
Participant may, by delivering a written instrument to the Committee in the form
attached hereto as Appendix B, designate one or more primary and contingent
Beneficiaries to receive his Benefit which may be payable to the Participant
hereunder following the Participant’s death, and may designate the proportions
in which such Beneficiaries are to receive such payments. A Participant may
change such designations from time to time, and the last written designation
filed with the Committee prior to the Participant’s death shall control. If a
Participant fails to specifically designate a Beneficiary or, if no designated
Beneficiary survives the Participant, payment shall be made in the following
order of priority:




(a)
            to
      the Participant’s surviving spouse; or if
none,


(b)
            to
      the Participant’s children, per stirpes; or if
  none,


to
      the Participant’s estate.





ARTICLE
VI - ESTABLISHMENT OF TRUST;




AUTOMATIC
FUNDING UPON A CHANGE IN CONTROL




The Bank
may establish a Trust into which it may contribute assets which may be held
subject to the claims of the Bank’s creditors in the event of the Bank’s
“Insolvency” as defined




7
 Exhibit
99.1


in the
Trust.  In addition, prior to any Change in Control the Bank shall
establish the Trust (if it has not been previously established), and shall
contribute to the Trust an amount that is projected to be sufficient to enable
the Trust to pay all Benefits that could become payable under the
Plan.  In the event of a Change in Control, the Trust shall be
irrevocable until all benefits have been paid to all Participants.




ARTICLE
VII - RIGHTS OF PARTICIPANTS; TERMINATION OR


SUSPENSION
UNDER FEDERAL LAW




The
rights of Participants and of their Beneficiaries (if any) shall be solely those
of unsecured creditors of the Bank. In the event that the Bank shall establish a
Trust, assets of the Bank may be held by the Trust, subject to claims by general
creditors of the Bank by appropriate judicial action as provided by such
Trust.




If the
Participant 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) or
(g)(1)), all obligations of the Bank under this Plan shall terminate, as of the
effective date of the order, but vested rights of the parties shall not be
affected.




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




All
obligations under this Plan shall terminate, except to the extent that
continuation of this Plan is necessary for the continued operation of the Bank:
(i) by the Director of the Office of Thrift Supervision (“Director of OTS”), or
his or her designee, at the time that the Federal Deposit Insurance Corporation
(“FDIC”) 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 or her designee, at the time that the Director of
the OTS, or his or her 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.




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 Participant from
participating in the conduct of the Bank’s affairs, the Bank’s obligations under
this Plan 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
may in its discretion (i) pay the Participant 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.




To the
extent required under federal banking law, the amount payable hereunder shall be
reduced to the extent that on the date of an Outside Director’s termination of
service as a director, either (i) the present value of his Benefits exceeds the
limitations that are set forth in Office of Thrift Supervision Handbook, Section
310, if in effect on such date, or (ii) such




8
 Exhibit
99.1


reduction
is necessary to avoid subjecting the Bank to a loss of tax deduction under Code
section 280G.




ARTICLE
VIII - INTERPRETATION OF THE PLAN




The
Committee shall have sole and absolute discretion to administer, construe, and
interpret the Plan, and the decisions of the Committee shall be conclusive and
binding on all affected parties (unless such decisions are arbitrary and
capricious).




ARTICLE IX-LEGAL FEES




In the
event any dispute shall arise between an Outside Director and the Bank as to the
terms and interpretation of the Plan, whether instituted by formal legal
proceedings or otherwise, including any action taken by an Outside Director to
enforce the terms of this Plan or in defending against any action taken by the
Bank, the Bank shall promptly reimburse the Outside Director for all costs and
expenses, including reasonable attorney’s fees, arising from such dispute,
proceedings or actions; provided that the Outside Director shall return such
amounts to the Bank if he fails to obtain a final judgment by a court of
competent jurisdiction or obtain a settlement of such dispute, proceedings, or
actions substantially in his favor.  Such reimbursements to an Outside
Director shall be paid promptly by the Bank and in any event not later than
March 15 of the year immediately following the year in which the Outside
Director incurred the expense.




ARTICLE
X - MISCELLANEOUS PROVISIONS




10.1 Amendment and
Termination of Plan




The Bank
reserves the right to amend the Plan in any manner that it deems advisable by a
resolution of the Board. No amendment shall, without the Participant’s consent,
affect the amount of the Participant’s Benefit at the time the amendment becomes
effective or the right of the Participant to receive a distribution of his
Benefit.  Subject to the requirements of Code Section 409A, in the
event of complete termination of the Plan, the Plan shall cease to operate and
the Bank shall pay out to each Participant his benefit as if the Participant had
terminated service as of the effective date of the complete
termination.  Such complete termination of the Plan shall occur only
under the following circumstances and conditions:





(a)
            The
      Board may terminate the Plan within 12 months of a corporate dissolution
      taxed under Code Section 331, or with approval of a Bankruptcy court
      pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred
      under the Plan are included in the Participant’s gross income in the
      latest of (i) the calendar year in which the Plan terminates; (ii) the
      calendar year in which the amount is no longer subject to a substantial
      risk of forfeiture; or (iii) the first calendar year in which the payment
      is administratively practicable.







(b)
            The
      Board may terminate the Plan by irrevocable Board action taken within the
      30 days preceding a Change in Control (but not following
  a




9
 Exhibit
99.1


Change in
Control), provided that the Plan shall only be treated as terminated if all
substantially similar arrangements sponsored by the Bank are terminated so that
the Participant and all participants under substantially similar arrangements
are required to receive all amounts of compensation deferred under the
terminated arrangements within 12 months of the date of the termination of the
arrangements.




(c)
            The
      Board may terminate the Plan at any time provided that (i) the termination
      of the Plan does not occur proximate to a downturn in the financial health
      of the Bank, (ii) all arrangements sponsored by the Bank that would be
      aggregated with this Plan under Treasury Regulations Section 1.409A-1(c)
      if the Participant covered by this Plan was also covered by any of those
      other arrangements are also terminated; (iii) no payments other than
      payments that would be payable under the terms of the arrangement if the
      termination had not occurred are made within 12 months of the termination
      of the arrangement; (iv) all payments are made within 24 months of the
      termination of the arrangements; and (v) the Bank does not adopt a new
      arrangement that would be aggregated with any terminated arrangement under
      Treasury Regulations Section 1.409A-1(c) if the Participant participated
      in both arrangements, at any time within three years following the date of
      termination of the arrangement.




10.2 Limited
Payments




The Bank
reserves the right to terminate the accrual of future contribution under the
Plan at any time. No termination shall, without the Participant’s consent,
affect the amount of the Participant’s Benefit prior to the termination or the
right of the Participant to receive a distribution of his Benefit, in accordance
with his election, except as set forth herein.  If following the time
of termination of future accruals a Participant’s account balance at Separation
from Service does not exceed the applicable dollar limitation under Section
402(g)(1)(B) of the Code with respect to the year of the Participant’s
Separation from Service, the Bank shall distribute the Participant’s account in
a lump sum within thirty (30) days of the Participant’s Separation from
Service.




10.3 No
Assignment




The
Participant shall not have the power to pledge, transfer, assign, anticipate,
mortgage or otherwise encumber or dispose of in advance any interest in amounts
payable under the Plan or any of the payments provided for in the Plan, nor
shall any interest in amounts payable or in any payments under the Plan be
subject to seizure for payments of any debts, judgments, alimony or separate
maintenance, or be reached or transferred by operation of law in the event of
bankruptcy, insolvency or otherwise.




10.4 Incapacity




If any
person to whom a benefit is payable under the Plan is an infant or if the
Administrator determines that any person to whom such benefit is payable is
incompetent by




10
 Exhibit
99.1


reason of
physical or mental disability, the Committee may cause the payments becoming due
to such person to be made to another person for his benefit. Payments made
pursuant to this Section shall, as to such payment, operate as a complete
discharge of the Plan, the Bank, and the Committee.




10.5 Successors
and Assigns




The
provisions of the Plan are binding upon and inure to the benefit of the Bank,
its respective successors and assigns, and the Participant, his beneficiaries,
heirs, legal representatives and assigns.




10.6 Governing
Law




The Plan
shall be subject to and construed in accordance with the laws of the State of
Illinois.




10.7 No Guarantee
of Continued Service




Nothing
contained in the Plan shall be construed to give any Participant the right to be
retained on the Board, or any equity or other interest in the assets, business
or affairs of the Bank.




10.8 Severability




If any
provision of the Plan shall be held illegal or invalid for any reason, including
the failure of the Plan, or any part thereof, to conform to the provisions of
Code Section 409A, such illegality or invalidity shall not affect the remaining
provisions of the Plan, but the Plan shall be construed and enforced as if such
illegal or invalid provision had never been included.




10.9 Notification
of Addresses




Each
Participant and each Beneficiary shall file with the Committee, from time to
time, in writing, the post office address of the Participant, the post office
address of each Beneficiary, and each change of post office address. Any
communication, statement or notice addressed to the last post office address
filed with the Committee (or if no such address was filed with the Committee,
then to the last post office address of the Participant or Beneficiary as shown
on the Bank’s records) shall be binding on the Participant and each Beneficiary
for all purposes of the Plan and neither the Committee nor the Bank shall be
obligated to search for or ascertain the whereabouts of any Participant or
Beneficiary.




[signature
page follows]




11
 Exhibit
99.1


IN WITNESS WHEREOF, the Bank
has caused this Plan to be entered into by its duly authorized officer,
effective as of the date first written above.







DATE:
            A.
      J. SMITH FEDERAL SAVINGS BANKOctober 21,
      2008
            By: Donna
      Manuel/s/
      Donna ManuelTitle:
      Vice-President/Corporate Secretary



































12
 Exhibit
99.1


A.
J. SMITH FEDERAL SAVINGS BANK


AMENDED
AND RESTATED




2005
RETIREMENT PLAN FOR OUTSIDE DIRECTORS




Appendix
A




FORM
OF PAYMENT ELECTION




Instructions:  Use
this Form of Payment Election to elect an optional lump sum form of payment
under Section 4.1 of the Plan in the event of your Separation from Service with
the Bank.  If you do not choose an optional form of payment below,
upon your Separation from Service payments will commence on the first day of the
second month following your Separation from Service, and will be paid to you in
annual installments over a period of 10 years.  By making the lump sum
payment election below, you will receive a single lump sum payment equal to the
present value of the 10 installment payments commencing within thirty (30) days
following your Separation from Service.  The lump sum payment will be
the actuarial equivalent of the 10 installment payments.  Such
election, if made, must be made not later than December 31, 2008 for current
Participants, or with respect to new Participants, within thirty (30) days after
your initial entry into the Plan.  Your election below is
irrevocable once made.




To:
            Administrator,
      A. J. Smith Federal Savings Bank Amended and Restated 2005 Retirement Plan
      for Outside Directors (the “Plan”)





Please
check one (1) of the following:





____
            
            I
      do not wish to make any changes to my form of Benefit payments upon my
      Separation from Service.  Payments shall be made
      to me in 10 annual installments commencing on the first day of the
      second month following my Separation from Service.____
            
            I
      elect to receive a single lump sum
      payment of my Benefits upon my Separation from
      Service.  Such payment shall be paid to me within thirty (30)
      days following my Separation from Service and shall be the actuarial
      equivalent of the 10 installment payments under the normal form of payment
      above.











A.
      J. SMITH FEDERAL SAVINGS BANK
            
            PARTICIPANTBy:Print
      NameDATE:
            
            DATE:


A-1
 Exhibit
99.1


A.
J. SMITH FEDERAL SAVINGS BANK


2005
RETIREMENT PLAN FOR OUTSIDE DIRECTORS





Appendix
B




BENEFICIARY
DESIGNATION





Print
      Name:








I hereby
designate the following Beneficiary(ies) to receive any Benefits or death
Benefits under the Plan, following my death:





PRIMARY
      BENEFICIARY:Name:
            
            
            %
      of Benefit:Name:
            
            
            %
      of Benefit:Name:
            
            
            %
      of Benefit:SECONDARY
      BENEFICIARY (if all Primary Beneficiaries pre-decease the
      Participant):Name:
            
            
            %
      of Benefit:Name:
            
            
            %
      of Benefit:Name:
            
            
            %
      of Benefit:





This
Beneficiary Designation hereby revokes any prior Beneficiary Designation which
may have been in effect.  This Beneficiary Designation is
revocable.









Date
            
            ParticipantDate
            
            Compensation
      Committee Member





B-1
 Exhibit
99.1


A.
J. SMITH FEDERAL SAVINGS BANK


AMENDED
AND RESTATED




2005
RETIREMENT PLAN FOR OUTSIDE DIRECTORS




Appendix
C







Initial
      Participant
            Participation
      Commencement DateRoger
      Aurelio
            January
       1, 2005Additional
      Participants
            Participation
      Commencement DateRichard
      Nogal
            May
      1, 2005




















C-1