EXHIBIT 10.5

                     EMPLOYMENT AGREEMENT OF DENNIS M. TERRY

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                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

      This  Agreement  amends,  restates  and  supersedes  in its  entirety  the
employment  agreement  entered  into on  February  3, 2006  between  the parties
described below.

      This  Agreement  is made  by and  between  First  Federal  Savings  & Loan
Association  of  Edwardsville,  a  federal  savings  and loan  association  (the
"Bank"),  with its principal  office in  Edwardsville,  Illinois,  and Dennis M.
Terry  ("Executive")  and  shall be  effective  as of the  effective  date  (the
"Effective  Date")  of the  merger  (the  "Merger")  of  Clover  Leaf  Bank,  an
Illinois-chartered  bank ("CLB") with and into the Bank pursuant to that certain
Agreement and Plan of  Reorganization  by and between  First  Federal  Financial
Services,  MHC, First Federal Financial  Services,  Inc. (the "Company"),  First
Clover Leaf Financial Corp.,  the Bank and Clover Leaf Financial Corp.  ("CLFC")
and CLB (the  "Merger  Agreement").  The Company  shall be a  signatory  to this
Agreement for the sole purpose of guaranteeing the Bank's performance hereunder.

      WHEREAS,  Executive has served as an officer of CLB, which will merge with
and into the Bank pursuant to the Merger Agreement; and

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

      WHEREAS,  the  Executive  agrees  that upon the closing of the Merger this
Agreement will supersede and replace that certain Executive Employment Agreement
dated as of December 8, 2003 and that certain Change in Control  Agreement dated
as of December 8, 2003 (both as amended on May 24, 2005) with CLB and CLFC.

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

1.    POSITION AND RESPONSIBILITIES.

      During  the  period  from the  Effective  Date  through  October  1, 2006,
Executive agrees to serve as Chief Operating Officer of the Bank and,  effective
October 1, 2006 (the "Appointment  Date"),  the Executive agrees to serve as the
President and Chief Executive Officer of the Bank; provided,  however, the Board
of Directors of the Bank (the  "Board") in its sole  discretion,  may extend the
Appointment Date to January 1, 2007. Upon the Appointment Date,  Executive shall
be responsible for the overall  management of the Bank, and shall be responsible
for  establishing  the business  objectives,  policies and strategic plan of the
Bank in conjunction with the Board. Upon the Appointment  Date,  Executive shall
also be responsible for providing leadership and direction to all departments or
divisions of the Bank,  and shall be the primary  contact  between the Board and
the staff of the Bank. Executive also agrees to serve, if elected, as an officer
and  director of the Bank or the Company or any  subsidiary  or affiliate of the
Bank.  Following  the  Appointment  Date,  failure  to  reappoint  Executive  as
President and Chief Executive Officer of the

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Bank or if  Executive  is also a director of the Bank or the Company  failure to
renominate  the  Executive as a director of the Bank or the Company  without the
consent  of  Executive  during  the  term  of  this  Agreement  (except  for any
termination for Just Cause or Retirement,  as defined herein) shall constitute a
breach of this Agreement.

2.    TERM AND DUTIES.

      (a)   The term of this Agreement and the period of Executive's  employment
hereunder  will begin as of the Effective  Date and continue  through the end of
the calendar  year in which the Effective  Date occurs,  and will continue for a
period of thirty-six (36) full calendar  months  thereafter with January 1, 2008
being the first  anniversary  date of this  Agreement.  Commencing on January 1,
2008, and continuing on each January 1st thereafter  (the  "Anniversary  Date"),
this Agreement  shall renew for an additional  year such that the remaining term
shall be thirty-six (36) full calendar months provided,  however, that the Board
shall  at  least  sixty  (60)  days  before  such  Anniversary  Date  conduct  a
comprehensive  performance  evaluation  and review of Executive  for purposes of
determining  whether to extend this  Agreement.  The Board shall give  Executive
notice of its  decision  whether or not to renew this  Agreement at least thirty
(30) days and not more than sixty (60) days prior to the  Anniversary  Date, and
if written  notice of  non-renewal  is  provided to  Executive  within said time
frame,  the term of this Agreement  shall not be extended and the remaining term
shall be twenty-four (24) months from the Anniversary Date.

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

3.    COMPENSATION, BENEFITS AND REIMBURSEMENT.

      (a)   The compensation specified under this Agreement shall constitute the
salary and  benefits  paid for the duties  described in Section  2(b).  The Bank
shall pay Executive as  compensation a salary of not less than $200,000 per year
("Base Salary").  Such Base Salary shall be payable biweekly, or with such other
frequency as officers and  employees are  generally  paid.  During the period of
this  Agreement,  Executive's  Base Salary shall be reviewed at least  annually.
Such review shall be conducted by a committee  designated by the Board,  and the
Bank may  increase,  but not  decrease  (except  a  decrease  that is  generally
applicable to all employees)  Executive's Base Salary (with any increase in Base
Salary to  become  "Base  Salary"  for  purposes  of this  Agreement).  Within a
reasonable period of time after the Appointment Date (but no later than February
1, 2007), the Board shall  commission a compensation  study by a mutually agreed
upon compensation  expert of persons who are both presidents and chief executive
officers  with   comparable   non-competition   obligations  at  peer  financial
institutions  located  in a  comparable  geographic  area and shall  report  its
findings to Executive, with the understanding that

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Executive's  compensation  shall be  increased  to the  extent  necessary  to be
competitive,  in the  judgment of the Board,  with the  compensation  offered to
persons  who are both  presidents  and  chief  executive  officers  of such peer
organizations.  The  compensation  increase,  if any,  attributable  to the 2007
compensation  study shall be retroactive to the Appointment  Date and any "catch
up" payment shall be made to Executive in a lump sum within two (2) months after
the  Executive  is  notified  of the  increase.  In  addition to the Base Salary
provided in this Section 3(a),  the Bank shall  provide  Executive at no cost to
Executive  with all such other  benefits as are provided  uniformly to permanent
full-time  employees  of the Bank.  Base  Salary  shall  include  any amounts of
compensation  deferred by  Executive  under  qualified  and  nonqualified  plans
maintained by the Bank.  Base Salary shall not include any director's  fees that
the Executive is entitled to receive as a director of the Bank or the Company or
any affiliate of the Bank.  Such director's fees shall be separately paid to the
Executive.

      (b)   Executive  will be entitled to  participate  in or receive  benefits
under any  employee  benefit  plans  including,  but not limited to,  retirement
plans,  supplemental  retirement  plans,  pension plans,  profit-sharing  plans,
health-and-accident  insurance  plans,  medical  coverage or any other  employee
benefit  plan or  arrangement  made  available by the Bank or the Company in the
future to its senior executives and key management employees,  subject to and on
a basis consistent with the terms, conditions and overall administration of such
plans  and  arrangements.  Executive  will be  entitled  to  participate  in any
incentive  compensation  and bonus  plans  offered by the Bank or the Company in
which Executive is eligible to participate.  Nothing paid to Executive under any
such plan or arrangement  will be deemed to be in lieu of other  compensation to
which  Executive is entitled under this  Agreement.  Executive  shall receive an
automobile  allowance of not less than $460 each month, which shall be increased
from time to time by the Board of the Bank to be  commensurate  with  automobile
allowances  received  by persons  who are both  presidents  and chief  executive
officers of peer financial institutions.

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

4.    PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

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

            (i)   the   termination  by  the  Bank  of   Executive's   full-time
                  employment  hereunder  for any reason  other than  termination
                  governed by Section 5

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                  (Termination for Cause) or  termination  governed by Section 6
                  (termination due to Disability or death); or

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

                  (A)   the  failure to appoint or  reappoint  Executive  to the
                        position  set forth under  Section 1 or, if Executive is
                        also a director of the Bank or the  Company,  failure to
                        renominate  Executive  as a director  of the bank or the
                        Company;

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

                  (C)   a  relocation   of   Executive's   principal   place  of
                        employment  by more  than  thirty  (30)  miles  from its
                        location at the Effective Date of this Agreement;

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

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

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

                  Upon  the  occurrence  of any event  described in clauses (A),
                  (B),  (C), (D), (E) or (F),  above,  Executive  shall have the
                  right to  elect  to  terminate  his   employment   under  this
                  Agreement by  resignation  upon not less than thirty (30) days
                  prior written  Notice of  Termination,  as  defined in Section
                  9(a), given  within  ninety  (90) days after the event  giving
                  rise  to said right to elect.  Notwithstanding  the  preceding
                  sentence,  in  the  event  of  a  continuing  breach  of  this
                  Agreement by the Bank,  Executive,  after  giving  due  notice
                  within the prescribed time frame of an initial event specified
                  above, shall not waive any of his rights under this  Agreement
                  and   this Section solely by virtue of the fact that Executive
                  has   submitted  his  resignation,   provided   Executive  has
                  remained in the  employment of the Bank and is engaged in good
                  faith discussions  to  resolve  any  occurrence  of  an  event
                  described in clauses (A), (B), (C), (D) or (F) above.

            (iii) (A)  Executive's  involuntary  termination  by the Bank or the
                  Company (or any successor  thereto) on the effective  date of,
                  or at  any  time  following,  a  Change  in  Control,  or  (B)
                  Executive's  resignation  from the employment with the Bank or
                  the Company (or any successor  thereto)  following a

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                  Change  in  Control  as a result  of any  event  described  in
                  Section  4(a)(ii)(A),  (B), (C), (D), or (F) above.  For these
                  purposes, a "Change in Control" shall mean a change in control
                  of the Bank or the  Company  of a nature  that:  (i)  would be
                  required  to be  reported  in  response  to  Item  5.01 of the
                  current  report on Form 8-K, as in effect on the date  hereof,
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934 (the "Exchange Act"); or (ii) without  limitation such
                  a Change in Control  shall be deemed to have  occurred at such
                  time as (a) any  "person"  (as  the  term is used in  Sections
                  13(d)  and  14(d) of the  Exchange  Act),  is or  becomes  the
                  "beneficial  owner"  (as  defined  in  Rule  13d-3  under  the
                  Exchange Act),  directly or  indirectly,  of securities of the
                  Company  representing 25% or more of the combined voting power
                  of  the  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 Board of
                  Directors  of the Company on the date  hereof (the  "Incumbent
                  Board") cease for any reason to constitute at least a majority
                  thereof,   provided  that  any  person   becoming  a  director
                  subsequent to the date hereof whose election was approved by a
                  vote of at least a  majority  of the  directors  of the Board,
                  shall be, for  purposes  of this  clause  (b),  considered  as
                  though he were a member of the Incumbent  Board; or (c) a plan
                  of  reorganization,  merger,  consolidation,  sale  of  all or
                  substantially  all the  assets of the Bank or the  Company  or
                  similar  transaction  in which the Bank or  Company is not the
                  surviving institution occurs.

      (b)   Upon the occurrence of an Event of  Termination  under Sections 4(a)
(i) or (ii), on the Date of  Termination,  as defined in Section 9(b),  the Bank
shall be obligated to pay Executive,  or, in the event of his subsequent  death,
his  beneficiary  or  beneficiaries,  or his  estate,  as the  case  may be,  as
severance pay or liquidated damages, or both, an amount equal to the sum of: (i)
his earned but unpaid  salary as of the date of his  termination  of  employment
with the Bank;  (ii) the  benefits,  if any, to which he is entitled as a former
employee under the employee  benefit plans and programs and  compensation  plans
and programs  maintained  for the benefit of the Bank or Company's  officers and
employees;  (iii) the remaining  payments that Executive  would have earned,  in
accordance with Sections 3 (a) and 3(b), if he had continued his employment with
the Bank for the remainder of the term of this Agreement (but in any event, such
term shall not exceed thirty-six (36) months),  and had earned the maximum bonus
or incentive  award in each calendar  year that ends during such term;  and (iv)
the annual  contributions  or payments that would have been made on  Executive's
behalf to any employee  benefit  plans of the Bank as if Executive had continued
his  employment  with the Bank for the  remainder of the term of this  Agreement
(but in any event, such term shall not exceed thirty-six (36) months),  based on
contributions  or  payments  made  (on  an  annualized  basis)  at the  Date  of
Termination.  Any payments  hereunder  shall be made in a lump sum within thirty
(30) days after the Date of  Termination,  or in the event that  Section 409A of
the Internal  Revenue Code of 1986, as amended ("Code")  applies,  no later than
the first day of the  seventh  month  following  the Date of  Termination.  Such
payments shall not be reduced in the event  Executive  obtains other  employment
following termination of employment.

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      (c)   Upon  the  occurrence  of an  Event  of  Termination  under  Section
4(a)(iii),  on the Date of  Termination,  as defined in Section  9(b),  the Bank
shall be obligated to pay Executive,  or, in the event of his subsequent  death,
his  beneficiary  or  beneficiaries,  or his  estate,  as the  case  may be,  as
severance pay or liquidated damages, or both, an amount equal to the sum of: (i)
his earned but unpaid  salary as of the date of his  termination  of  employment
with the Bank;  (ii) the  benefits,  if any, to which he is entitled as a former
employee under the employee  benefit plans and programs and  compensation  plans
and programs  maintained  for the benefit of the Bank or Company's  officers and
employees;  (iii) the remaining  payments that Executive  would have earned,  in
accordance  with Sections 3 (a) and (b), if he had continued his employment with
the Bank for a  thirty-six  (36)  month  period  following  his  termination  of
employment, and had earned the maximum bonus or incentive award in each calendar
year that ends during such term; and (iv) the annual  contributions  or payments
that would have been made on Executive's behalf to any employee benefit plans of
the Bank or the Company as if Executive had continued  his  employment  with the
Bank for a thirty-six (36) month period following his termination of employment,
based on contributions or payments made (on an annualized  basis) at the Date of
Termination.  Any payments  hereunder  shall be made in a lump sum within thirty
(30) days after the Date of  Termination,  or in the event that  Section 409A of
the Internal  Revenue Code of 1986, as amended ("Code")  applies,  no later than
the first day of the  seventh  month  following  the Date of  Termination.  Such
payments shall not be reduced in the event  Executive  obtains other  employment
following termination of employment.

      (d)   Upon the occurrence of an Event of Termination,  the Bank will cause
to be continued life, medical and disability coverage substantially identical to
the  coverage  maintained  by the Bank for  Executive  and his  family  prior to
Executive's termination.  Such coverage shall continue at the Bank's expense for
a period of twelve (12) months from the Date of Termination.

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

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

5.    TERMINATION FOR JUST CAUSE.

      (a)   The term "Termination for Just Cause" shall mean termination because
of the Executive's personal dishonesty, incompetence, willful misconduct, breach
of fiduciary  duty involving  personal  profit,  intentional  failure to perform
stated duties, willful violation of any law,

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rule or regulation (other than traffic  violations or similar offenses) or final
cease-and-desist order, or material breach of any provision of this Agreement.

      (b)   Notwithstanding  Section 5(a),  neither the Company nor the Bank may
terminate  Executive  for Just  Cause  unless  and until  there  shall have been
delivered  to him a  Notice  of  Termination  which  shall  include  a copy of a
resolution duly adopted by the  affirmative  vote of not less than a majority of
the entire membership of the Board at a meeting of the Board called and held for
that purpose, finding that in the good faith opinion of the Board, Executive was
guilty of  conduct  justifying  Termination  for Just Cause and  specifying  the
particulars  thereof  in detail.  Executive  shall not have the right to receive
compensation or other benefits for any period after  Termination for Just Cause.
During the period  beginning on the date of the Notice of  Termination  for Just
Cause pursuant to Section 5 hereof through the Date of Termination, any unvested
stock options and related  limited rights  granted to Executive  under any stock
option plan shall not be  exercisable  nor shall any unvested  awards granted to
Executive  under  any  stock  benefit  plan  of the  Bank,  the  Company  or any
subsidiary  or affiliate  thereof,  vest. At the Date of  Termination,  any such
unvested stock options and related  limited rights and any such unvested  awards
shall  become  null and void and shall not be  exercisable  by or  delivered  to
Executive at any time  subsequent  to such  Termination  for Just Cause.  In the
Event  of  Executive's  Termination  for  Just  Cause,  Executive  shall  resign
immediately as a director of the Company and the Bank, and as a director  and/or
officer of any subsidiary or affiliate of the Company and/or the Bank.

6.    TERMINATION FOR DISABILITY OR DEATH.

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

      (b)   In the event of such Disability,  Executive's  obligation to perform
services under this Agreement will terminate.  In the event of such termination,
Executive shall receive benefits under any disability  program  sponsored by the
Company  or the  Bank,  provided  such  benefit  is not less  than the  benefits
provided  in the  following  sentence  of this  Section  6(b).  In the event the
Company or the Bank does not  sponsor any  disability  programs,  the  Executive
shall  continue to receive (x) his Base Salary,  as defined in Section  3(a), at
the  rate in  effect  on the  Date of  Termination  for  period  of one (1) year
following the Date of Termination by reason of Disability, and (y) sixty-six and
two-thirds  percent (66 2/3%) of Executive's  Base Salary each  successive  year
after the first year following  termination through the earliest to occur of (i)
the date of

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Executive's death; (ii) the date the Executive recovers from such Disability; or
(iii) the date Executive attains age 65.

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

7.    TERMINATION UPON RETIREMENT

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

8.    RESIGNATION FROM BOARDS OF DIRECTORS

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

9.    NOTICE.

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

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

      (c)   If the party receiving a Notice of Termination desires to dispute or
contest the basis or reasons for termination,  the party receiving the Notice of
Termination  must notify the other party within thirty (30) days after receiving
the  Notice of  Termination  that such a dispute  exists,  and shall  pursue the
resolution of such dispute in good faith and with reasonable  diligence pursuant
to  Section  16 of this  Agreement.  During the  pendency  of any such  dispute,
neither  the  Company  nor  the  Bank  shall  be  obligated  to  pay   Executive
compensation or other payments beyond the Date of Termination.

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10.   SOURCE OF PAYMENTS.

      All payments  provided in this  Agreement  shall be timely paid in cash or
check from the  general  funds of the Bank.  The  Company,  however,  guarantees
payment and  provision of all amounts and benefits due  hereunder to  Executive,
and if such  amounts  and  benefits  due from the  Bank are not  timely  paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.

11.   EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

      This  Agreement  contains  the entire  understanding  between  the parties
hereto and supersedes  any prior  employment  agreement  between the Bank or any
predecessor  of the Bank and  Executive,  including,  without  limitation,  that
certain  Executive  Employment  Agreement  dated as of December 8, 2003 and that
certain  Change in Control  Agreement  dated as of December 8, 2003 with CLB and
CLFC (both as amended on May 24, 2005).  No provision of this Agreement shall be
interpreted to mean that  Executive is subject to receiving  fewer benefits than
those available to him without reference to this Agreement.

12.   NO ATTACHMENT; BINDING ON SUCCESSORS.

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

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

13.   MODIFICATION AND WAIVER.

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

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

14.   REQUIRED PROVISIONS.

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

                                        9

<PAGE>

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

      (c)   If Executive is removed and/or permanently prohibited from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section   8(e)(4)   [12   USC    Section 1818(e)(4)]    or   8(g)(1)   [12   USC
Section 1818(g)(1)]  of the FDI Act,  all  obligations  of the Bank  under  this
Agreement  shall  terminate as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

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

      (e)   All obligations under this Agreement shall be terminated, except to
the extent  determined that  continuation of this Agreement is necessary for the
continued  operation  of the Bank,  (i) by the Director of the OTS or his or her
designee, at the time the FDIC enters into an agreement to provide assistance to
or on behalf of the Bank under the authority  contained in Section 13(c) [12 USC
Section 1823(c)]  of the FDI Act; or (ii) by the Director or his or her designee
at the time the Director or his or her designee approves a supervisory merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the  Director  to be in an unsafe or  unsound  condition.  Any  rights of the
parties that have already vested, however, shall not be affected by such action.

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

15.   NON-COMPETITION AND POST-TERMINATION OBLIGATIONS.

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

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

      (c)   Executive  recognizes  and  acknowledges  that the  knowledge of the
business  activities and plans for business  activities of the Bank, the Company
and  affiliates  thereof,  as it may  exist  from time to time,  is a  valuable,
special and unique asset of the business of the Bank,

                                       10

<PAGE>

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

      (d)   Upon any  termination  of Executive's  employment  hereunder for any
reason other than (i) pursuant to Section  4(a)(iii);  (ii)  pursuant to Section
6(b); or (iii) any termination of Executive's  employment  hereunder as a result
of  the  expiration  of  Executive's  employment  term  following  a  notice  of
non-renewal  pursuant to Section 2(a),  Executive agrees not to compete with the
Bank and the Company and any of their  subsidiaries for a period of one (1) year
following such  termination in any city, town or county in which the Bank has an
office or has filed an  application  for  regulatory  approval to  establish  an
office,  determined  as of the  effective  date of such  termination,  except as
agreed to pursuant to a resolution duly adopted by the Board.  Executive  agrees
that during such period and within said cities,  towns and  counties,  Executive
shall not work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any entity whose business  materially competes with the depository,
lending  or  other  business   activities  of  the  Bank.  The  parties  hereto,
recognizing  that  irreparable  injury will result to the Bank, its business and
property in the event of Executive's  breach of this Section 15(d) agree that in
the  event of any such  breach  by  Executive,  the Bank  will be  entitled,  in
addition  to any other  remedies  and damages  available,  to an  injunction  to
restrain  the  violation  hereof by  Executive,  Executive's  partners,  agents,
servants,  employers,  employees and all persons  acting for or with  Executive.
Executive represents and admits that Executive's experience and capabilities are
such that Executive can obtain  employment in a business  engaged in other lines
and/or of a different nature than the Bank, and that the enforcement of a remedy
by way of  injunction  will not prevent  Executive  from  earning a  livelihood.
Nothing  herein will be construed as  prohibiting  the Bank and the Company from
pursuing  any other  remedies  available  to them for such breach or  threatened
breach,  including  the recovery of damages from  Executive.  Executive  further
agrees that Executive will not, in any manner whatsoever,  during his employment
with the  Company  and the Bank and for a period of one (1) year  following  the
termination of Executive's employment,  either as an individual or as a partner,
stockholder,  director, officer,  principal,  employee, agent, consultant, or in
any other relationship or capacity,  with any person, firm, corporation or other
business entity, either directly or indirectly,  solicit or induce or aid in the

                                       11

<PAGE>

solicitation  or inducement of any employees of the Company or the Bank to leave
their employment with the Company or the Bank. Executive further agrees that the
Executive will not, in any manner whatsoever, during Executive's employment with
the  Company  or the  Bank  and for a  period  of one  (1)  year  following  the
termination of Executive's employment with the Company or the Bank, either as an
individual or as a partner, stockholder, director, officer, principal, employee,
agent,  consultant  or in any other  relationship  or capacity  with any person,
firm,  corporation  or other  business  entity,  either  directly or indirectly,
solicit the  business of any  customers or clients of the Company or the Bank at
the time of the  termination of Executive's  employment  with the Company or the
Bank.

16.   SEVERABILITY.

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

17.   HEADINGS FOR REFERENCE ONLY.

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

18.   GOVERNING LAW.

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

19.   ARBITRATION.

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

20.   PAYMENT OF LEGAL FEES.

      All  reasonable  legal fees paid or incurred by Executive  pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Bank,  provided that the dispute or interpretation has been
settled by Executive and the Bank or resolved in Executive's favor.

21.   INDEMNIFICATION.

      (a)   The Bank shall provide Executive (including his heirs, executors and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability insurance policy

                                       12

<PAGE>

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

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

                                       13

<PAGE>

                                   SIGNATURES

      IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to
be executed by their duly authorized  representatives,  and Executive has signed
this  Agreement,  effective  as of the day and date  first  above  written.  The
Company is a party to this  Agreement for the sole purpose of  guaranteeing  the
performance of the Bank under Sections 10 and 21 hereof.

ATTEST:                                    FIRST FEDERAL SAVINGS & LOAN
                                           ASSOCIATION OF EDWRDSVILLE

/s/ Linda Werner                           By: /s/ Joseph B. Helms
----------------------------------------      ----------------------------
Linda Werner, Corporate Secretary             Joseph Helms
                                              Chairman of the Board

ATTEST:                                    FIRST FEDERAL FINANCIAL SERVICES,
                                           INC.

/s/ Linda Werner                           By: /s/ Joseph B. Helms
----------------------------------------      ----------------------------
Linda Werner, Corporate Secretary             Joseph Helms
                                              Chairman of the Board

WITNESS:                                   EXECUTIVE:

/s/ Darlene McDonald                       /s/ Dennis M. Terry
----------------------------------------   -------------------------------
                                           Dennis M. Terry

                                       14
<page>

                        FIRST CLOVER LEAF FINANCIAL CORP.

                              EMPLOYMENT AGREEMENT

      This Agreement is made and entered into by and between First Clover Leaf
Financial Corp. (the "Company") and Dennis M. Terry ("Executive"), and shall be
effective as of the 20th day of February 2007 (the "Effective Date").

      WHEREAS, Executive currently serves as President and Chief Executive
Officer of the Company and of First Clover Leaf Bank, a federal savings and loan
association and the wholly owned subsidiary of the Company (the "Bank");

      WHEREAS, the Company and Executive desire to memorialize the terms and
conditions of Executive's employment by the Company by entering into this
Agreement;

      WHEREAS, Executive and the Bank are party to that certain Employment
Agreement dated as of February 3, 2006, which sets forth the terms and
conditions of Executive's employment by the Bank (such Employment Agreement, as
it may be amended from time to time, is referred to herein as the "Bank
Employment Agreement");

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

1.    POSITION AND RESPONSIBILITIES.

      During the term of this Agreement, Executive agrees to serve as President
and Chief Executive Officer of the Company and the Company agrees to employ
Executive as President and Chief Executive Officer.

2.    TERM AND DUTIES.

      (a) The term of Executive's employment hereunder shall begin as of the
date hereof and shall continue for the term of the Bank Employment Agreement, as
extended from time to time. Termination of the Bank Employment Agreement shall
constitute termination of this Agreement.

      (b) During the term hereof, except for periods of absence occasioned by
illness, reasonable vacation periods, and reasonable leaves of absence approved
by the Board of Directors of the Company (the "Board"), Executive shall devote
substantially all his business time, attention, skill, and efforts to the
faithful performance of his duties hereunder, as such duties are defined from
time to time by the Board; provided, however, that, with the approval of the
Board, as evidenced by a resolution of such Board, from time to time, Executive
may serve, or continue to serve, on the boards of directors of, and hold any
other offices or positions in, business companies or business organizations,
which, in such Board's judgment, will not present any conflict of interest with
the Company, or materially affect the performance of Executive's duties pursuant
to this Agreement, it being understood that membership in and service on boards

<page>

or committees of social, religious, charitable or similar organizations does not
require Board approval.

3.    NO SEPARATE COMPENSATION

      The parties hereto acknowledge that Executive shall be entitled to no
compensation or benefits from the Company for his services hereunder separate
from the compensation and benefits paid or granted to Executive for his service
as President and Chief Executive Officer of the Bank under the Bank Employment
Agreement.

4.    BREACH

      The parties hereto acknowledge and agree that a breach of this Agreement
by either of them shall constitute a breach of the Bank Employment Agreement,
and a breach of the Bank Employment Agreement by either of them shall constitute
a breach of this Agreement.

5.    REQUIRED PROVISIONS.

      Notwithstanding anything herein contained to the contrary, any payments to
Executive by the Company are subject to and conditioned upon their compliance
with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section
1828(k), and the regulations promulgated thereunder in 12 C.F.R. Part 359.

6.    GOVERNING LAW.

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

7.    ARBITRATION.

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

                                       2

<page>

                                   SIGNATURES


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

ATTEST:                                   FIRST CLOVER LEAF FINANCIAL CORP.



/s/ Linda Werner                          By: /s/ Joseph B. Helms
------------------------------------         -----------------------------------
Linda Werner, Corporate Secretary            Joseph Helms, Chairman of the Board










WITNESS:                                  EXECUTIVE:



/s/ Donna L. Brandmeyer                   /s/ Dennis M. Terry
------------------------------------      --------------------------------------
                                          Dennis M. Terry


                                       3