Exhibit 10.5


 






 


AMENDED AND RESTATED DIRECTOR SHAREHOLDER
BENEFIT


PROGRAM AGREEMENT FOR JERRY McVICKER


 


This Amended and Restated
Director Shareholder Benefit Program Agreement (the “Agreement”), effective as of the 22nd day of December 2016, amends
and restates the Director Shareholder Benefit Program Agreement originally dated September 1, 2000 and last amended October 20,
2010 (the “Prior Agreement”) between MUTUALBANK (f/k/a Mutual Federal Savings Bank), an Indiana commercial bank (the
“Bank”), and Jerry McVicker (hereinafter referred to as “Director”). Any reference herein to the “Company”
shall mean MutualFirst Financial, Inc., the holding company of the Bank.


 


WITNESSETH:


 


WHEREAS, the
Director serves the Bank;


 


WHEREAS, the
Bank recognizes the valuable services heretofore performed by the Director and wishes to encourage his continued service;


 


WHEREAS, the
Prior Agreement was originally entered into between the Director and First Federal Savings Bank of Marion (“First Federal”)
in order to assure the Director that he will be entitled to a certain amount of additional compensation for some definite period
of time from and after retirement from active service or other termination of employment and to provide his beneficiary with benefits
from and after death;


 


WHEREAS, the
Prior Agreement was previously amended on January 9, 2001, February 12, 2003 and October 20, 2010 and was assumed by the Bank
in connection with its acquisition of First Federal;


 


WHEREAS, the
Bank and the Director desire to restate the Prior Agreement to reflect the prior amendments and to make certain additional changes,
with the Agreement as amended and restated to provide the terms and conditions upon which the Bank shall pay such additional compensation
to the Director after retirement or other termination of employment and/or death benefits to his beneficiary after death; and


 


WHEREAS, the
Bank has adopted this Amended and Restated Director Shareholder Benefit Program Agreement which controls all issues relating to
benefits as described herein;


 


NOW, THEREFORE,
in consideration of the premises and of the mutual promises herein contained, the Bank and the Director agree as follows:


 


SECTION I 


 


DEFINITIONS


 


When used herein, the
following words and phrases shall have the meanings below unless the context clearly indicates otherwise:


 


		1.1	“Act” means the Employee
                                         Retirement income Security Act of 1974, as amended from time to time.



 


		1.2	“Administrator” means the
                                         Bank.



 


		1.3	“Bank” means MutualBank
                                         and any successor thereto.



 






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		1.4	“Beneficiary” means the
                                         person or persons (and their heirs) designated as Beneficiary in Exhibit B of this Agreement
                                         to whom the deceased Director’s benefits are payable. If no Beneficiary is so designated,
                                         then the Director’s Spouse, if living, will be deemed the Beneficiary. If the Director’s
                                         Spouse is not living, then the Children of the Director will be deemed the Beneficiaries
                                         and will take on a per stirpes basis. If there are no Children, then the Estate of the
                                         Director will be deemed the Beneficiary.



 


		1.5	“Benefit Age” means the
                                         later of: (i) the Director’s seventieth (70th) birthday or (ii) Director’s
                                         Termination of Service.



 


		1.6	“Benefit Eligibility Date”
                                         means the date on which the Director is entitled to receive any benefit(s) pursuant to
                                         Section(s) III or V of this Agreement. It shall be the first day of the month following
                                         the month in which the Director attains his Benefit Age.



 


		1.7	“Board of Directors” means
                                         the board of directors of the Bank.



 


		1.8	“Cause” means personal
                                         dishonesty, willful misconduct, willful malfeasance, breach of fiduciary duty involving
                                         personal profit, intentional failure to perform stated duties, willful violation of any
                                         law, rule, regulation (other than traffic violations or similar offenses), or final cease-and-desist
                                         order, material breach of any provision of this Agreement, or gross negligence in matters
                                         of material importance to the Bank.



 


		1.9	“Change in Control” means
                                         any of the following events: (1) any person or persons acting as a group (within the
                                         meaning of Section 409A of the Code) 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 Company or the Bank possessing 30% or more of the total voting power
                                         of the outstanding stock of the Company or the Bank; (2) individuals who are members
                                         of the board of directors of the Company on the date hereof (the "Incumbent Board")
                                         cease for any reason during any 12-month period 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 comprising the Incumbent
                                         Board, or whose nomination for election by the Company’s stockholders was approved
                                         by the nominating committee serving under an Incumbent Board, shall be considered a member
                                         of the Incumbent Board; (3) any person or persons acting as a group (within the meaning
                                         of Section 409A of the Code) acquires (or has acquired during the 12-month period ending
                                         on the date of the most recent acquisition by such person or persons) assets of the Company
                                         or the Bank that have a gross fair market value of 40% or more of the total gross fair
                                         market value of all of the assets of the Company or the Bank immediately before such
                                         acquisition or acquisitions; or (4) any other event which is not covered by the foregoing
                                         subsections but which the Board of Directors determines to affect control of the Company
                                         or the Bank and with respect to which the Board of Directors adopts a resolution that
                                         the event constitutes a Change in Control for purposes of the Agreement; provided that
                                         with respect to each of the events covered by clauses (1) through (4) above, the event
                                         must also be deemed to be either a change in the ownership of the Company or the Bank,
                                         a change in the effective control of the Company or the Bank or a change in the ownership
                                         of a substantial portion of the assets of the Company or the Bank within the meaning
                                         of Section 409A of the Code. The term “Change in Control” shall not include
                                         an acquisition of securities by an employee benefit plan of the Bank or the Company.



 


		1.10	“Children” means all natural
                                         or adopted children of the Director, and issue of any predeceased child or children.



 


		1.11	“Code” means the Internal
                                         Revenue Code of 1986, as amended from time to time.



 


		1.12	“Contribution(s)” means
                                         those annual contributions which the Bank is required to make to the Retirement Income
                                         Trust Fund on behalf of the Director in accordance with Subsection 2.1(a) and this Subsection
                                         1.12 of the Agreement. The methodology for determining such contributions shall be: 9.25%
                                         of the difference, adjusted to take into account the Bank’s tax rate, between the
                                         Bank’s aggregate after-tax income derived from annual increases in the cash surrender
                                         value of the hypothetical pool of no-load, no-surrender charge life insurance policies
                                         described in Appendix I and the after-tax Cost of Funds Expense for the Plan Year for
                                         which the annual contribution is to be made; provided, however, that in no event shall
                                         such yearly Contribution exceed that accrual necessary under the benefit/years of service
                                         method for the Bank to pay, beginning at the Benefit Eligibility Date, the Survivor’s
                                         Benefit payable over the Payout Period.



 






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If such contracts for life insurance
are not purchased or are subsequently surrendered or lapsed, then the Bank shall receive annual policy illustrations that assume
the above-described policies were purchased, or were not subsequently surrendered or lapsed. Such illustrations will be received
from the insurance company and will indicate the increases in policy cash surrender values for purposes of calculating the Contribution
to the Retirement Income Trust Fund.


 


In either case, references to
life insurance contracts are merely for purposes of calculating a benefit. The Bank has no obligation to purchase such life insurance
and, if purchased, the Director and his beneficiary(ies) shall have no ownership interest in such policy and shall always have
no greater interest in the benefits under this Agreement than that of an unsecured creditor of the Bank.


 


		1.13	“Cost of Funds Expense”
                                         means an interest rate as hereinafter defined to be applied and compounded annually with
                                         respect to the after-tax cash flow related to the Agreement, including benefit payments
                                         and an initial premium sum of Five Million Five Hundred Thousand Dollars ($5,500,000).
                                         The interest rate shall be equal to 80% of the last available one (1) year advance rate
                                         from the Federal Home Loan Bank in Indianapolis as determined on January 1 of each Plan
                                         Year, or such other rate as is mutually agreed by the Bank and the Director.



 


		1.14	“Director” means a person
                                         serving as a Director, Advisory Director, or Director Emeritus of the Bank.



 


		1.15	“Disability” means the
                                         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 twelve (12)
                                         months; or (ii) is, 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 twelve (12) months, receiving income replacement benefits for
                                         a period of not less than three (3) months under an accident and health plan covering
                                         employees or directors of the Bank. Medical determination of Disability may be made by
                                         either the Social Security Administration or by the provider of an accident or health
                                         plan covering employees or directors of the Bank, provided that the definition of “disability”
                                         applied under such disability insurance program complies with the requirements of the
                                         preceding sentence. Upon the request of the Administrator, the Director must submit proof
                                         to the Administrator of the Social Security Administration’s or the provider’s
                                         determination.



 


		1.16	“Effective Date” of this
                                         Agreement as amended and restated shall be the date first written above.



 


		1.17	“Estate” means the estate
                                         of the Director.



 


		1.18	“Interest Factor” means
                                         monthly compounding, discounting or annuitizing, as applicable, at a rate of Seven Percent
                                         (7%) per annum.



 


		1.19	“Payout Period” means
                                         the time frame during which certain benefits payable hereunder shall be distributed.
                                         Payments shall be made in monthly installments commencing on the first day of the month
                                         following the occurrence of the event which triggers distribution and continuing for
                                         one hundred eighty (180) months. Should the Director make a Timely Election to receive
                                         a lump sum benefit payment, the Director’s Payout Period shall be deemed to be
                                         one (1) month.



 


		1.20	“Plan Year” shall mean
                                         the calendar year.



 


		1.21	“Retirement Age” means
                                         the Director’s seventieth (70th) birthday; provided, however, that the Director’s
                                         actual retirement from full-time service may occur on or after the Director attains age
                                         seventy (70) and, in such case, the Director’s age at actual retirement shall be
                                         deemed the Retirement Age.



 






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		1.22	“Retirement Income Trust Fund”
                                         means the trust fund account established by the Director and into which annual Contributions
                                         will be made by the Bank on behalf of the Director pursuant to Subsection 2.1. The contractual
                                         rights of the Bank and the Director with respect to the Retirement Income Trust Fund
                                         shall be outlined in a separate writing to be known as the Jerry McVicker Grantor Trust
                                         agreement.



 


		1.23	“Specified Employee” means
                                         an individual who at the time of Termination of Service is a key employee of the Company
                                         or the Bank (or any other affiliated entities that are deemed to constitute a “service
                                         recipient” as defined in Treasury Regulation §1.409A-1(g)), if any stock of
                                         the Company or the Bank (or any other affiliated entities that are deemed to constitute
                                         a “service recipient”) is publicly traded on an established securities market
                                         or otherwise. For purposes of this Agreement, an individual is a key employee if the
                                         employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied
                                         in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at
                                         any time during the 12-month period ending on December 31 (the “identification
                                         period”). If the Director is a key employee during an identification period, the
                                         Director is treated as a key employee for purposes of this Agreement during the twelve
                                         (12) month period that begins on the first day of April following the close of the identification
                                         period.



 


		1.24	“Spouse” means the individual
                                         to whom the Director is legally married at the time of the Director’s death, provided,
                                         however, that the term “Spouse” shall not refer to an individual to whom
                                         the Director is legally married at the time of death if the Director and such individual
                                         have entered into a formal separation agreement or initiated divorce proceedings.



 


		1.25	“Suicide” means the act
                                         of intentionally killing oneself.



 


		1.26	“Supplemental Retirement Income
                                         Benefit” means an annual amount (before taking into account federal and state income
                                         taxes), payable in monthly installments throughout the Payout Period equal to the annuitized
                                         value, using the Interest Factor, of the Retirement Income Trust Fund.



 


		1.27	“Survivor’s Benefit”
                                         means the benefit provided to Director’s Beneficiary payable over the Payout Period
                                         as set forth in Exhibit A.



 


		1.28	“Termination of Service”
                                         means the termination of the Director’s service with the Bank (and any other affiliated
                                         entities that are deemed to constitute a “service recipient” as defined in
                                         Treasury Regulation §1.409A-1(h)(3), including the Company) for any reason other
                                         than death or Disability. Whether a Termination of Service takes place is determined
                                         in accordance with the requirements of Code Section 409A and related Treasury guidance
                                         or Regulations based on the facts and circumstances surrounding the termination of the
                                         Director’s service.



 


		1.29	“Timely Election” means
                                         the Director has made an election to change the form of benefit payment(s) by filing
                                         with the Administrator a Notice of Election to Change Form of Payment (Exhibit C of this
                                         Agreement). Such change will not take effect until twelve (12) months following the date
                                         it is received by the Administrator. Distributions (except distributions due to death
                                         and Disability) must be delayed at least five (5) years from the date the distributions
                                         otherwise would have been made. Any election related to distribution at a specified time
                                         or pursuant to a fixed schedule must be made twelve (12) months prior to the date the
                                         distribution is scheduled to be paid.



 






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SECTION II 


 


BENEFITS - GENERALLY


 


		2.1	(a) Retirement Income Trust Fund. The
                                         Director has established the Jerry McVicker Grantor Trust into which the Bank shall be
                                         required to make annual Contributions on the Director’s behalf, pursuant to this
                                         Section II of the Agreement, and the Director shall select a trustee for such trust from
                                         time to time in accordance with the terms of such trust. The trustee shall maintain an
                                         account, separate and distinct from the Director’s personal contributions, which
                                         account shall constitute the Retirement Income Trust Fund. The trustee shall be charged
                                         with the responsibility of investing all contributed funds. Distributions from the Retirement
                                         Income Trust Fund of the Jerry McVicker Grantor Trust may be made by the trustee to the
                                         Director, for purposes of payment of any income or employment taxes due and owing on
                                         Contributions by the Bank to the Retirement Income Trust Fund, if any, and on any taxable
                                         earnings associated with such Contributions which the Director shall be required to pay
                                         from year to year, under applicable law, prior to actual receipt of any benefit payments
                                         from the Retirement Income Trust Fund. To the extent this Agreement is inconsistent with
                                         the Jerry McVicker Grantor Trust agreement, the Jerry McVicker Grantor Trust Agreement
                                         shall supersede this Agreement.



 


The annual Contributions required
to be made by the Bank to the Retirement Income Trust Fund will be determined in accordance with Subsection 1.12. Contributions
shall be made by the Bank to the Retirement Income Trust Fund (i) within seventy-five (75) days of establishment of such trust,
and (ii) within the first thirty (30) days of the beginning of each subsequent Plan Year, unless this Section expressly provides
otherwise.


 


(b)(1) Contributions
Made Annually


 


The annual Contributions to the
Retirement Income Trust Fund shall continue each year, unless this Subsection 2.1(b) specifically states otherwise, until the
Plan Year of the Director’s Termination of Service as a Director.


 


(2) Termination Following
a Change in Control


 


If a Change in Control occurs,
followed by the Director’s involuntary Termination of Service or termination due to Disability, the Contribution set forth
below shall be required of the Bank. The Bank shall be required to make an immediate lump sum contribution to the Retirement Income
Trust Fund equal to the current present value (using the Interest Factor) of the right to receive a Supplemental Retirement Income
Benefit equal to the Survivor’s Benefit at age 70 and payable over the Payout Period less the sum of all prior pre-tax Contributions
to the Retirement Income Trust Fund (plus interest accrued on those Contributions using the Interest Factor).


 


(3) Termination For Cause


 


If the Director is terminated
for Cause pursuant to Subsection 5.2, no further Contribution(s) to the Retirement Income Trust Fund shall be required of the
Bank, and if not yet made, no Contribution shall be required for the Plan Year in which such termination for Cause occurs.


 


(4) Involuntary
Termination of Service.


 


If there is an involuntary Termination
of Service for any reason, excluding termination for Cause, or death, or termination following a Change in Control, no further
Contribution(s) to the Retirement Income Trust Fund shall be required of the Bank, and if not yet made, no contribution shall
be required for the Plan Year in which such termination occurs.


 


(5) Death During Employment.


 


If the Director dies while employed
by the Bank, the Bank shall be required to make an immediate lump sum contribution to the Retirement Income Trust Fund including
(i) the full Contribution required for the Plan Year in which such termination occurs, if not yet made, plus (ii) the current
present value (using the Interest Factor) of the right to receive the Survivor’s Benefit immediately and payable over the
Payout Period less the sum of all prior pre-tax Contributions to the Retirement Income Trust Fund (plus interest accrued on those
Contributions using the Interest Factor).


 






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(6) Voluntary Termination


 


If the Director voluntarily terminates
service or does not seek reappointment to the Board, no further Contribution(s) to the Retirement Income Trust Fund shall be required
of the Bank, and if not yet made, no Contribution shall be required for the Plan Year in which such termination occurs.


 


(7) Disability Prior to Change
in Control


 


If the Director becomes entitled
to disability benefits under Section VI prior to a Change in Control, no further Contribution(s) to the Retirement Income Trust
Fund shall be required of the Bank, and if not yet made, no Contribution shall be required for the Plan Year in which such termination
occurs.


 


SECTION III


 


RETIREMENT BENEFIT


 


		3.1	(a) Normal Form of Payment.
                                         If (i) the Director is employed with the Bank until reaching Retirement Age, and (ii)
                                         the Director has not made a Timely Election to receive a lump sum benefit, this Subsection
                                         3.1(a) shall be controlling with respect to retirement benefits.



 


The
Retirement Income Trust Fund, measured as of the Director’s Benefit Age, shall be annuitized (using the Interest Factor)
into monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence on the Director’s
Benefit Eligibility Date, subject to Section 6.2 of this Agreement. Should Retirement Income Trust Fund assets actually earn a
rate of return, following the date such balance is annuitized, which is less than the rate of return used to annuitize the Retirement
Income Trust Fund, no additional contributions to the Retirement Income Trust Fund shall be required by the Bank in order to fund
the final benefit payment(s) and make up for any shortage attributable to the less-than-expected rate of return. Should Retirement
Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which is greater than
the rate of return used to annuitize the Retirement Income Trust Fund, the final benefit payment to the Director (or Beneficiary)
shall include the excess amounts attributable to the greater-than-expected rate of return. In the event the Director dies at any
time after attaining Benefit Age, but prior to commencement or completion of all the payments due and owing hereunder, the trustee
of the Retirement Income Trust Fund shall pay to the Beneficiary the monthly installments (or a continuation of such monthly installments
if they have already commenced) for the balance of months remaining in the Payout Period.      




 


(b) Alternative
Payout Option. If (i) the Director is employed with the Bank until reaching Retirement Age, and (ii) the Director has made
a Timely Election to receive a lump sum benefit, this Subsection 3.1(b) shall be controlling with respect to retirement benefits.


 


The balance
of the Retirement Income Trust Fund, measured as of the Director’s Benefit Age, shall be paid to the Director in a lump
sum on the Benefit Eligibility Date, subject to Section 6.2 of this Agreement. In the event the Director dies after becoming eligible
for such payment (upon attainment of Benefit Age), but before the actual payment is made, the Beneficiary shall be entitled to
receive the lump sum benefit in accordance with this Subsection 3.1(b) within thirty (30) days of the date the Administrator receives
notice of the Director’s death.


 


SECTION IV


 


PRE-RETIREMENT
DEATH BENEFIT


 


		4.1	(a) Normal Form of Payment.
                                         If (i) the Director dies while employed by the Bank, and (ii) the Director has not made
                                         a Timely Election to receive a lump sum benefit, this Subsection 4.1(a) shall be controlling
                                         with respect to pre-retirement death benefits.



 






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The
balance of the Retirement Income Trust Fund, measured as of the later of (i) the Director’s death, or (ii) the date any
final lump sum Contribution is made pursuant to Subsection 2.1(b), shall be annuitized (using the Interest Factor) into monthly
installments and shall be payable to the Beneficiary for the Payout Period. Such benefit payments shall commence within thirty
(30) days of the date the Administrator receives notice of the Director’s death. Should Retirement Income Trust Fund assets
actually earn a rate of return, following the date such balance is annuitized, which is less than the rate of return used to annuitize
the Retirement Income Trust Fund, no additional contributions to the Retirement Income Trust Fund shall be required by the Bank
in order to fund the final benefit payment(s) and make up for any shortage attributable to the less-than-expected rate of return.
Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which
is greater than the rate of return used to annuitize the Retirement Income Trust Fund, the final benefit payment to the Beneficiary
shall include the excess amounts attributable to the greater-than-expected rate of return.




 


(b) Alternative Payout Option.
If (i) the Director dies while employed by the Bank, and (ii) the Director has made a Timely Election to receive a lump sum benefit,
this Subsection 4.1(b) shall be controlling with respect to pre-retirement death benefits.


 


The balance
of the Retirement Income Trust Fund, measured as of the later of (i) the Director’s death, or (ii) the date any final lump
sum Contribution is made pursuant to Subsection 2.1(b), shall be paid to the Beneficiary in a lump sum within thirty (30) days
of the date the Administrator receives notice of the Director’s death.


 


SECTION V


 


BENEFIT(S) IN
THE EVENT OF TERMINATION OF SERVICE 


 


PRIOR TO RETIREMENT
AGE


 


		5.1	Involuntary Termination of Service
                                         Other Than for Cause. In the event the Director’s service with the Bank is
                                         involuntarily terminated prior to Retirement Age, for any reason, including a Change
                                         in Control, but excluding (i) the Director’s pre-retirement death, which is provided
                                         for in Section IV, or (ii) termination for Cause, which is provided for in Subsection
                                         5.2, the Director (or Beneficiary) shall be entitled to receive benefits in accordance
                                         with this Subsection 5.1. Payment of benefits pursuant to this Subsection 5.1 shall be
                                         made in accordance with Subsection 5.1(a) or 5.1(b) below, as applicable.



 


			(a) Normal Form of Payment.



 


(1) Director
Lives Until Benefit Age. If (i) after such Termination of Service, the Director lives until attaining Benefit Age, and (ii)
the Director has not made a Timely Election to receive a lump sum benefit, this Subsection 5.1(a)(1) shall be controlling with
respect to retirement benefits.


 


			The
                                         Retirement Income Trust Fund, measured as of the Director’s Benefit Age, shall
                                         be annuitized (using the Interest Factor) into monthly installments and shall be payable
                                         for the Payout Period. Such benefit payments shall commence on the Benefit Eligibility
                                         Date, subject to Section 6.2 of this Agreement. Should Retirement Income Trust Fund assets
                                         actually earn a rate of return, following the date such balance is annuitized, which
                                         is less than the rate of return used to annuitize the Retirement Income Trust Fund, no
                                         additional contributions to the Retirement Income Trust Fund shall be required by the
                                         Bank in order to fund the final benefit payment(s) and make up for any shortage attributable
                                         to the less-than-expected rate of return. Should Retirement Income Trust Fund assets
                                         actually earn a rate of return, following the date such balance is annuitized, which
                                         is greater than the rate of return used to annuitize the Retirement Income Trust Fund,
                                         the final benefit payment to the Director (or Beneficiary) shall include the excess amounts
                                         attributable to the greater-than-expected rate of return. In the event the Director dies
                                         at any time after attaining Benefit Age, but prior to commencement or completion of all
                                         the payments due and owing hereunder, the trustee of the Retirement Income Trust Fund
                                         shall pay to the Beneficiary the monthly installments (or a continuation of such monthly
                                         installments if they have already commenced) for the balance of months remaining in the
                                         Payout Period.



 






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(2) Director
Dies Prior to Benefit Age. If (i) after such Termination of Service, the Director dies prior to attaining Benefit Age, and
(ii) the Director has not made a Timely Election to receive a lump sum benefit, this Subsection 5.1(a)(2) shall be controlling
with respect to retirement benefits.


 


The Retirement
Income Trust Fund, measured as of the date of the Director’s death, shall be annuitized (using the Interest Factor) into
monthly installments and shall be payable for the Payout Period. Such benefit payments shall commence within thirty (30) days
of the date the Administrator receives notice of the Director’s death. Should Retirement Income Trust Fund assets actually
earn a rate of return, following the date such balance is annuitized, which is less than the rate of return used to annuitize
the Retirement Income Trust Fund, no additional contributions to the Retirement Income Trust Fund shall be required by the Bank
in order to fund the final benefit payment(s) and make up for any shortage attributable to the less-than-expected rate of return.
Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which
is greater than the rate of return used to annuitize the Retirement Income Trust Fund, the final benefit payment to the Beneficiary
shall include the excess amounts attributable to the greater-than-expected rate of return.      


 


(b) Alternative
Payout Option.


 


(1)      Director
Lives Until Benefit Age. If (i) after such Termination of Service, the Director lives until attaining Benefit Age, and (ii)
the Director has made a Timely Election to receive a lump sum benefit, this Subsection 5.1(b)(1) shall be controlling with respect
to retirement benefits.


 


The balance
of the Retirement Income Trust Fund, measured as of the Director’s Benefit Age, shall be paid to the Director in a lump
sum on the Benefit Eligibility Date, subject to Section 6.2 of this Agreement. In the event the Director dies after becoming eligible
for such payment (upon attainment of Benefit Age), but before the actual payment is made, the Beneficiary shall be entitled to
receive the lump sum benefit in accordance with this Subsection 5.1(b)(1) within thirty (30) days of the date the Administrator
receives notice of the Director’s death.   


 


(2)      Director
Dies Prior to Benefit Age. If (i) after such Termination of Service, the Director dies prior to attaining Benefit Age, and
(ii) the Director has made a Timely Election to receive a lump sum benefit, this Subsection 5.1(b)(2) shall be controlling with
respect to retirement benefits.


 


The balance
of the Retirement Income Trust Fund, measured as of the date of the Director’s death, shall be paid to the Beneficiary within
thirty (30) days of the date the Administrator receives notice of the Director’s death.


 


		5.2	Termination for Cause. If the
                                         Director is terminated for Cause, all benefits under this Agreement, other than those
                                         which can be paid from previous Contributions to the Retirement Income Trust Fund (and
                                         earnings on such Contributions), shall be forfeited. Furthermore, no further Contributions
                                         shall be required of the Bank for the year in which such termination for Cause occurs
                                         (if not yet made). The Director shall be entitled to receive a benefit in accordance
                                         with this Subsection 5.2.



 


The
balance of the Director’s Retirement Income Trust Fund shall be paid to the Director (or Beneficiary) in accordance with
the form and timing of payment provisions of Section 5.1.




 


		5.3	Voluntary Termination of Service.
                                         In the event of the Director’s voluntary Termination of Service with the Bank prior
                                         to Retirement Age, for any reason, including the Director’s failure to seek reappointment
                                         to the Board but excluding a Change in Control, the Director (or Beneficiary) shall be
                                         entitled to receive benefits in accordance with this Subsection 5.3. Payment of benefits
                                         pursuant to this Subsection 5.3 shall be made in accordance with Subsection 5.3(a) or
                                         5.3(b) below, as applicable.



 






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(a) Normal Form of Payment.


 


If the Director
has not made a Timely Election to receive a lump sum benefit, this Subsection 5.3(a) shall be controlling with respect to retirement
benefits.


 


The
Retirement Income Trust Fund, measured as of the date of Director’s voluntary Termination of Service, shall be annuitized
(using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefit payments shall
commence on the Director’s Benefit Eligibility Date, subject to Section 6.2 of this Agreement. Should Retirement Income
Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which is less than the rate of
return used to annuitize the Retirement Income Trust Fund, no additional contributions to the Retirement Income Trust Fund shall
be required by the Bank in order to fund the final benefit payment(s) and make up for any shortage attributable to the less-than-expected
rate of return. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is
annuitized, which is greater than the rate of return used to annuitize the Retirement Income Trust Fund, the final benefit payment
to the Director (or Beneficiary) shall include the excess amounts attributable to the greater-than-expected rate of return. In
the event the Director dies after becoming eligible for such payments, but prior to commencement or completion of all monthly
payments due and owing hereunder, the trustee of the Retirement Income Trust Fund shall pay to the Beneficiary the monthly installments
(or a continuation of such monthly installments if they have already commenced) for the balance of months remaining in the Payout
Period.




 


(b) Alternative Payout Option.


 


If the Director
has made a Timely Election to receive a lump sum benefit, this Subsection 5.3(b) shall be controlling with respect to retirement
benefits.


 


The balance
of the Retirement Income Trust Fund, measured as of the date of the Director’s voluntary Termination of Service, shall be
paid to the Director in a lump sum within thirty (30) days of the Director’s Benefit Eligibility Date, subject to Section
6.2 of this Agreement. In the event the Director dies after becoming eligible for such payment, but before the actual payment
is made, the Beneficiary shall be entitled to receive the lump sum benefit in accordance with this Subsection 5.3(b) within thirty
(30) days of the date the Administrator receives notice of the Director’s death.   


 


SECTION VI 


 


OTHER BENEFITS


 


		6.1	(a) Disability Benefit. If the
                                         Director experiences a Disability prior to Retirement Age, the Director shall receive
                                         the following Disability benefit in lieu of the retirement benefit(s) available pursuant
                                         to Subsection 5.1 (which is (are) not available prior to the Director’s Benefit
                                         Eligibility Date).



 


The lump
sum benefit to which the Director is entitled shall be the balance of the Retirement Income Trust Fund. The benefit shall be paid
within thirty (30) days following such Disability.


 


(b) Death
Following Disability. In the event the Director dies after becoming eligible for such payment but before the actual payment
is made, the Beneficiary shall be entitled to receive the benefit provided for in Subsection 6.1(a) within thirty (30) days of
the date the Administrator receives notice of the Director’s death. Furthermore, the Bank shall make a direct, lump sum
payment to the Beneficiary in an amount equal to the current present value (using the Interest Factor) of the right to receive
a Supplemental Retirement Income Benefit equal to the Survivor’s Benefit immediately and payable over the Payout Period
less the sum of all prior pre-tax Contributions to the Retirement Income Trust Fund (plus interest accrued on those Contributions
using the Interest Factor). Such lump sum payment shall be payable to the Beneficiary within thirty (30) days of the date the
Administrator receives notice of the Director’s death.


 






    	 	 	9



     


    

 


		6.2	Restriction on Timing of Distributions. 
                                         Notwithstanding any provision of this Agreement to the contrary, if the Director is considered
                                         a Specified Employee, the provisions of this Subsection 6.2 shall govern all distributions
                                         hereunder. If benefit distributions which would otherwise be made to the Director due
                                         to a Termination of Service are limited because the Director is a Specified Employee,
                                         then such distributions shall not be made during the first six (6) months following Termination
                                         of Service. Rather, any distribution which would otherwise be paid to the Director during
                                         such period shall be accumulated and paid to the Director in a lump sum on the first
                                         day of the seventh month following the Termination of Service. All subsequent distributions
                                         shall be paid in the manner specified.



 


		6.3	Distributions Upon Income Inclusion
                                         Under Section 409A of the Code. If, pursuant to Code Section 409A, the Federal Insurance
                                         Contributions Act or other state, local or foreign tax, the Director becomes subject
                                         to tax on the amounts deferred hereunder, then the Bank may make a limited distribution
                                         to the Director in accordance with the provisions of Treasury Regulations Section 1.409A-3(j)(4)(vi),
                                         (vii) and (xi). Any such distribution will decrease the Director’s benefit hereunder.



 


SECTION VII 


 


BENEFICIARY
DESIGNATION


 


The Director shall
make or re-confirm his designation of primary and secondary Beneficiaries upon execution of this Agreement and shall have the
right to change such designation, at any subsequent time, by submitting to (i) the Administrator, and (ii) the trustee of the
Retirement Income Trust Fund, in substantially the form attached as Exhibit B to this Agreement, a written designation of primary
and secondary Beneficiaries. Any Beneficiary designation made subsequent to execution of this Agreement shall become effective
only when receipt thereof is acknowledged in writing by the Administrator.


 


SECTION VIII 


 


NON-COMPETITION


 


		8.1	Non-Competition During Service.



 


In consideration of the agreements
of the Bank contained herein and of the payments to be made by the Bank pursuant hereto, the Director hereby agrees that, for
as long as he remains a Director of the Bank, he will devote substantially all of his time, skill, diligence and attention to
the business of the Bank, and will not actively engage, either directly or indirectly, in financial services or in any business
or other activity which is, or may be deemed to be, in any way competitive with or adverse to the best interests of the business
of the Bank, its affiliates, subsidiaries, or parent corporation, if any, unless the Director has the prior express written consent
of the Bank.


 


		8.2	Breach of Non-Competition Clause.



 


(a) Continued Service Following
Breach.


 


In the event (i) any material
breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director continues service
at the Bank following such breach, all further Contributions to the Retirement Income Trust Fund shall immediately cease, and
all benefits under this Agreement, other than those which can be paid from previous Contributions to the Retirement Income Trust
Fund (and earnings on such Contributions), shall be forfeited. The Director (or his Beneficiary) shall be entitled to receive
a benefit from the Retirement Income Trust Fund in accordance with the applicable provisions of Section III, IV, V or VI of this
agreement.


 






    	 	 	10



     


    

 


(b) Termination of Service
Following Breach.


 


In the event (i) any material
breach by the Director of the agreements and covenants described in Subsection 8.1 occurs, and (ii) the Director’s service
with the Bank is terminated due to such breach, such termination shall be deemed to be for Cause and the benefits payable to the
Director shall be paid in accordance with Subsection 5.2 of this Agreement.


 


SECTION IX


 


DIRECTOR’S
RIGHT TO ASSETS


 


The rights of the Director,
any Beneficiary, or any other person claiming through the Director under this Agreement, shall be solely those of an unsecured
general creditor of the Bank. The Director, the Beneficiary or any other person claiming through the Director, shall only have
the right to receive from the Bank those payments or amounts so specified under this Agreement. The Director agrees that he, his
Beneficiary, or any other person claiming through him shall have no rights or interests whatsoever in any asset of the Bank, including
any insurance policies or contracts which the Bank may possess or obtain to informally fund this Agreement. Any asset used or
acquired by the Bank in connection with the liabilities it has assumed under this Agreement shall not be deemed to be held under
any trust for the benefit of the Director or his Beneficiaries, unless such asset is contained in the rabbi trust described in
Section XlI of this Agreement. Any such asset shall be and remain a general, unpledged asset of the Bank in the event of the Bank’s
insolvency.


 


SECTION X 


 


RESTRICTIONS
UPON FUNDING


 


The Bank shall have
no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement, other
than those Contributions required to be made to the Retirement Income Trust Fund. The Director, his Beneficiaries or any successor
in interest to him shall be and remain simply a general unsecured creditor of the Bank in the same manner as any other creditor
having a general claim for matured and unpaid compensation. The Bank reserves the absolute right in its sole discretion to either
purchase assets to meet its obligations undertaken by this Agreement or to refrain from the same and to determine the extent,
nature, and method of such asset purchases. Should the Bank decide to purchase assets such as life insurance, mutual funds, disability
policies or annuities, the Bank reserves the absolute right, in its sole discretion, to replace such assets from time to time
or to terminate its investment in such assets at any time, in whole or in part. At no time shall the Director be deemed to have
any lien, right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest
in a life insurance, disability or annuity policy upon the life of the Director, then the Director shall assist the Bank by freely
submitting to a physical examination and by supplying such additional information necessary to obtain such insurance or annuities.


 


SECTION XI


 


ACT PROVISIONS


 


		11.1	Named Fiduciary and Administrator.
                                         The Bank, as Administrator, shall be the Named Fiduciary of this Agreement. As Administrator,
                                         the Bank shall be responsible for the management, control and administration of the Agreement
                                         as established herein. The Administrator may delegate to others certain aspects of the
                                         management and operational responsibilities of the Agreement, including the employment
                                         of advisors and the delegation of ministerial duties to qualified individuals.



 






    	 	 	11



     


    

 


		11.2	Claims Procedure and Arbitration.
                                         In the event that benefits under this Agreement are not paid to the Director (or to his
                                         Beneficiary in the case of the Director’s death) and such claimants feel they are
                                         entitled to receive such benefits, then a written claim must be made to the Administrator
                                         within sixty (60) days from the date payments are refused. The Administrator shall review
                                         the written claim and, if the claim is denied, in whole or in part, it shall provide
                                         in writing, within ninety (90) days of receipt of such claim, its specific reasons for
                                         such denial, reference to the provisions of this Agreement upon which the denial is based,
                                         and any additional material or information necessary to perfect the claim. Such writing
                                         by the Administrator shall further indicate the additional steps which must be undertaken
                                         by claimants if an additional review of the claim denial is desired.



 


If claimants desire a second
review, they shall notify the Administrator in writing within sixty (60) days of the first claim denial. Claimants may review
this Agreement or any documents relating thereto and submit any issues and comments, in writing, they may feel appropriate. In
its sole discretion, the Administrator shall then review the second claim and provide a written decision within sixty (60) days
of receipt of such claim. This decision shall state the specific reasons for the decision and shall include reference to specific
provisions of this Agreement upon which the decision is based.


 


If claimants continue to dispute
the benefit denial based upon completed performance of this Plan or the meaning and effect of the terms and conditions thereof,
then claimants may submit the dispute to mediation, administered by the American Arbitration Association (“AAA”) (or
a mediator selected by the parties) in accordance with the AAA’s Commercial Mediation Rules. If mediation is not successful
in resolving the dispute, it shall be settled by arbitration administered by the AAA under its Commercial Arbitration Rules, and
judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.


 


SECTION XII 


 


MISCELLANEOUS


 


		12.1	No Effect on Rights to Serve.
                                         Nothing contained herein will confer upon the Director the right to be retained in the
                                         service of the Bank nor limit the right of the Bank to discharge or otherwise deal with
                                         the Director without regard to the existence of the Agreement.



 


		12.2	State Law. The Agreement is
                                         established under, and will be construed according to, the laws of the state of Indiana,
                                         to the extent such laws are not preempted by the Act and valid regulations published
                                         thereunder.



 


		12.3	Severability. In the event
                                         that any of the provisions of this Agreement or any portion thereof are held to be inoperative
                                         or invalid by any court of competent jurisdiction, then: (1) insofar as is reasonable,
                                         effect will be given to the intent manifested in the provisions held invalid or inoperative,
                                         and (2) the validity and enforceability of the remaining provisions will not be affected
                                         thereby.



 


		12.4	Incapacity of Recipient. In
                                         the event the Director is declared incompetent and a conservator or other person legally
                                         charged with the care of his person or Estate is appointed, any benefits under the Agreement
                                         to which such Director is entitled shall be paid to such conservator or other person
                                         legally charged with the care of his person or Estate.



 


		12.5	Unclaimed Benefit. The Director
                                         shall keep the Bank informed of his current address and the current address of his Beneficiaries.
                                         The Bank shall not be obligated to search for the whereabouts of any person. If the location
                                         of the Director or his Beneficiary(ies) is not made known to the Bank by the time any
                                         payment is due, the Bank may discharge its obligation by payment to the Director’s
                                         Estate. If there is no Estate in existence at such time or if such fact cannot be determined
                                         by the Bank, the Director and his Beneficiary(ies) shall thereupon forfeit any rights
                                         to the benefits provided for such Director and/or Beneficiary under this Agreement.



 






    	 	 	12



     


    

 


		12.6	Limitations on Liability. Notwithstanding
                                         any of the preceding provisions of the Agreement, no individual acting as an employee
                                         or agent of the Bank, or as a member of the Board of Directors shall be personally liable
                                         to the Director or any other person for any claim, loss, liability or expense incurred
                                         in connection with the Agreement.



 


		12.7	Gender. Whenever in this Agreement
                                         words are used in the masculine or neuter gender, they shall be read and construed as
                                         in the masculine, feminine or neuter gender, whenever they should so apply.



 


		12.8	Effect on Other Corporate Benefit
                                         Agreements. Nothing contained in this Agreement shall affect the right of the Director
                                         to participate in or be covered by any qualified or non-qualified pension, profit sharing,
                                         group, bonus or other supplemental compensation or fringe benefit agreement constituting
                                         a part of the Bank’s existing or future compensation structure.



 


		12.9	Suicide.
                                         Notwithstanding anything to the contrary in this Agreement, if the Director’s death
                                         results from Suicide, whether sane or insane, within twenty-six (26) months after execution
                                         of the Prior Agreement, all further Contributions to the Retirement Income Trust Fund
                                         shall thereupon cease, and no Contribution shall be made by the Bank to the Retirement
                                         Income Trust Fund in the year such death resulting from Suicide occurs (if not yet made).
                                         In such event, all benefits other than those available from previous Contributions to
                                         the Retirement Income Trust Fund under this Agreement shall be forfeited, and this Agreement
                                         shall become null and void. The balance of the Retirement Income Trust Fund, measured
                                         as of the Director’s date of death, shall be paid to the Beneficiary within thirty
                                         (30) days of the date the Administrator receives notice of the Director’s death.



 


		12.10	Inurement. This Agreement
                                         shall be binding upon and shall inure to the benefit of the Bank, its successors and
                                         assigns, and the Director, his successors, heirs, executors, administrators, and Beneficiaries.



 


		12.11	Headings. Headings and sub-headings
                                         in this Agreement are inserted for reference and convenience only and shall not be deemed
                                         a part of this Agreement.



 


		12.12	Establishment of a Rabbi Trust.
                                         The Bank may establish a rabbi trust into which the Bank shall contribute assets which
                                         shall be held therein, subject to the claims of the Bank’s creditors in the event
                                         of the Bank’s “Insolvency” (as defined in such rabbi trust agreement),
                                         until the contributed assets are paid to the Director and/or his Beneficiary in such
                                         manner and at such times as specified in this Agreement. It is the intention of the Bank
                                         that the contribution or contributions to the rabbi trust, if any, shall provide the
                                         Bank with a source of funds to assist it in meeting the liabilities of this Agreement.



 


		12.13	Source of Payments. All payments
                                         provided in this Agreement shall be timely paid in cash or check from the general funds
                                         of the Bank or the assets of the rabbi trust.



 


SECTION XIII


 


AMENDMENTS AND
TERMINATION


 


		13.1	Amendments. The Bank may amend
                                         this Agreement unilaterally by written action. Any amendment of the Agreement shall be
                                         made pursuant to a resolution of the Board of Directors of the Bank and shall be effective
                                         as of the date of such resolution. However, no amendment of the Agreement shall directly
                                         or indirectly deprive the Director of all or any portion of the Director’s Retirement
                                         Income Trust Fund as of the effective date of the resolution amending the Agreement.



 






    	 	 	13



     


    

 


		13.2	Plan Termination Generally.
                                         The Bank may terminate this Agreement unilaterally by written action. The benefit
                                         hereunder shall be the balance, if any, of the Retirement Income Trust Fund as of the
                                         date the Agreement is terminated. However, if such termination is done in anticipation
                                         of or pursuant to a Change in Control, such balance shall include the final Contribution
                                         made pursuant to Subsection 2.1(b)(2). Payment of the balance of the Retirement Income
                                         Trust Fund shall not be dependent upon the Director’s continued employment with
                                         the Bank following the termination date of the Agreement. Except as provided in Subsection
                                         13.3, the termination of this Agreement shall not cause a distribution of benefits under
                                         this Agreement. Rather, after such termination benefit distributions will be made at
                                         the earliest distribution event permitted under Section III, Section IV, Section V or
                                         Section VI.



 


		13.3	Plan Terminations Under Section
                                         409A. Notwithstanding anything to the contrary in Subsection 13.2, the Bank may completely
                                         terminate and liquidate this Agreement and cause all benefits payable under the Agreement
                                         to be paid in a lump sum under the following circumstances and conditions, in each case
                                         provided that all of the applicable requirements of Treasury Regulation §1.409A-3(j)(4)(ix)
                                         are satisfied:



 


		(a)	The Bank or its successor may terminate
                                         and liquidate this Agreement by taking irrevocable action to terminate and liquidate
                                         this Agreement within the thirty (30) days preceding or the twelve (12) months following
                                         a Change in Control, provided that all arrangements sponsored by the Bank or its successor
                                         (or any other affiliated entities that are deemed to constitute a “service recipient”
                                         as defined in Treasury Regulation §1.409A-1(g)) immediately after the Change in
                                         Control which are treated as deferred under a single plan under Treasury Regulation §1.409A-1(c)(2)
                                         are terminated and liquidated with respect to each participant who experienced the Change
                                         in Control so that the Director and any participants in any such similar arrangements
                                         are required to receive all amounts of compensation payable under the terminated arrangements
                                         within twelve (12) months of the date of the irrevocable action to terminate the arrangements;



 


		(b)	The Bank may terminate and liquidate
                                         this Agreement within twelve (12) months of the Bank’s dissolution or with the
                                         approval of a bankruptcy court, provided that all benefits payable under the Agreement
                                         are included in the Director's gross income in the latest of the following years (or,
                                         if earlier, the taxable year in which the amount is actually or constructively received):
                                         (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which
                                         the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first
                                         calendar year in which the distribution is administratively practicable; or



 


		(c)	The Bank may terminate and liquidate
                                         this Agreement provided that: (i) the termination 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 any terminated arrangements under Treasury Regulation §1.409A-1(c)
                                         if the same service provider had deferrals of compensation under such arrangements are
                                         also terminated and liquidated; (iii) no payments, other than payments that would be
                                         payable under the terms of this Agreement if the termination had not occurred, are made
                                         within twelve (12) months of the date the Bank takes all necessary action to irrevocably
                                         terminate and liquidate this Agreement; (iv) all payments are made within twenty-four
                                         (24) months following the date the Bank takes all necessary action to irrevocably terminate
                                         and liquidate this Agreement; and (v) the Bank does adopt a new arrangement that would
                                         be aggregated with any terminated arrangement under Treasury Regulation §1.409A-1(c)
                                         if the same service provider participated in both arrangements, at any time within three
                                         (3) years following the date the Bank takes the irrevocable action to terminate and liquidate
                                         this Agreement, provided that all references in this clause (c) to the Bank shall include
                                         any affiliated entities that are deemed to constitute a “service recipient”
                                         as defined in Treasury Regulation §1.409A-1(g).



 






    	 	 	14



     


    

 


SECTION XIV 


 


EXECUTION


 


		14.1	This Agreement and the Jerry McVicker
                                         Grantor Trust Agreement set forth the entire understanding of the parties hereto with
                                         respect to the transactions contemplated hereby, and any previous agreements or understandings
                                         between the parties hereto regarding the subject matter hereof, including the Director’s
                                         Shareholder Benefit Plan Agreement dated February 1, 2000, are merged into and superseded
                                         by this Agreement and the Jerry McVicker Grantor Trust Agreement.



 


		14.2	This Agreement shall be executed in
                                         triplicate, each copy of which, when so executed and delivered, shall be an original,
                                         but all three copies shall together constitute one and the same instrument.



 


		14.3	Trust Funding. Pursuant to
                                         requirements under the Pension Protection Act of 2006, the Bank shall not make contributions
                                         to the Retirement Income Trust Fund during any restricted period for purposes of paying
                                         deferred compensation of an applicable covered employee under a nonqualified deferred
                                         compensation plan of the Bank, or its affiliates, if the contribution would be treated
                                         as property transferred in connection with the performance of services under Internal
                                         Revenue Code Section 83, as provided in Internal Revenue Code Section 409A(b)(3).



 


		14.4	Compliance with Code Section 409A.
                                         This Agreement shall be interpreted and administered consistent with Code Section 409A.



 


[Remainder
of page left intentionally blank.]


 




    	 	 	15



     


    

 


IN WITNESS WHEREOF,
the Bank and the Director have caused this Agreement to be executed as of the date first written above.


 


	MUTUALBANK	 
	 	 
	By	                          	 
	 	 	 
	Title	 	 
	 	 
	Acknowledged:	 
	 	 
	Director:	 
	 	 
	 	 
	JERRY
    MCVICKER	 


 






    	 	 	16



     


    

 





CONDITIONS AND ASSUMPTIONS


 


		1.	The amount of the annual Contributions
                                         to the Retirement Income Trust has been based on a formula which is defined in Subsection
                                         1.12.



 


		2.	Survivor’s Benefit means a monthly
                                         amount equal to Three Thousand Seven Hundred and Fifty Dollars ($3,750).



 


The definition of Survivor’s
Benefit has been incorporated into the Agreement for the sole purpose of actuarially establishing the maximum amount of annual
Contributions to the Retirement Income Trust Fund and is intended to be an amount equal to the highest annual board fees received
by the Director during the twelve (12) month period prior to the Director’s Benefit Eligibility Date. The amount of any
Survivor’s Benefit payable pursuant to the Agreement will be a function of (i) the amount and time of Contributions to the
Retirement Income Trust Fund and (ii) the actual investment experience of such Contributions.


 






    	 	 	17



     


    

 





DIRECTOR SUPPLEMENTAL
RETIREMENT 


INCOME AGREEMENT


BENEFICIARY DESIGNATION


 


The Director, under
the terms of the Amended and Restated Director Shareholder Benefit Program Agreement executed by the Bank, dated the 21st
day of January, 2017, hereby designates the following Beneficiary(ies) to receive any guaranteed payments or death benefits
under such Agreement, following his death:


 


	PRIMARY BENEFICIARY:	 	 
	 	 	 
	SECONDARY BENEFICIARY:	 	 


 


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


 


Such Beneficiary Designation
is revocable.


 


DATE: January 21, 2017


 


	 	 	 
	WITNESS	 	Director


 




    	 	 	18



     


    

 


AMENDED DIRECTOR
SHAREHOLDER BENEFIT PROGRAM AGREEMENT NOTICE OF ELECTION TO CHANGE FORM OF PAYMENT


 


		TO:	Bank:



 


Attention:


 


I hereby give notice
of my election to change the form of payment of my Director Supplemental Retirement Income Benefit, as specified below. I understand
that such notice, in order to be effective, must be submitted in accordance with the time requirements described in my Amended
and Restated Director Shareholder Benefit Program Agreement.


 


		 ̈	I
                                         hereby elect to change the form of payment of my benefits from monthly installments throughout
                                         my Payout Period to a lump sum benefit payment.



 


		 ̈	I
                                         hereby elect to change the form of payment of my benefits from a lump sum benefit payment
                                         to monthly installments throughout my Payout Period. Such election hereby revokes my
                                         previous notice of election to receive a lump sum form of benefit payments.



 


	 	 
	 	Director
	 	 
	 	 
	 	Date
	 	 
	 	Acknowledged:
	 	 
	 	By:	                          
	 	 	 
	 	Title:	 
	 	 
	 	 
	 	Date


 






    	 	 	19



     


    

 





AMENDED AND RESTATED



DIRECTOR SHAREHOLDER
BENEFIT PROGRAM AGREEMENT


APPENDIX I


 


The following no-load, no surrender charge
life insurance policies are intended to comprise the hypothetical pool of life insurance, the increases in cash values of which
are a component of the Contributions for each participant in the Amended and Restated Director Shareholder Benefit Program Agreement.


 


If such contracts for life insurance are
not purchased or are subsequently surrendered or lapsed, then the Bank shall receive annual policy illustrations that assume the
below-described policies were purchased, or were not subsequently surrendered or lapsed. Such illustrations will be received from
the insurance company and will indicate the increases in policy cash surrender values for purposes of calculating the Contributions
to the Retirement Income Trust Fund.


 


In either case, references to life insurance
contracts are merely for purposes of calculating a benefit. The Bank has no obligation to purchase such life insurance and, if
purchased, the Director and their beneficiaries shall have no ownership interest in such policies and shall always have no greater
interest in the benefits under this Plan than that of unsecured creditors of the Bank.


 


Life Insurance Company: Southland Life
Insurance Company


Single Premium: One Million Three Hundred
Thousand Dollars ($1,300,000)


Assumed Purchase Date: February 7, 2000


Assumed End Date: August 31, 2000


Assumed Resume Date: December 1, 2002


 


Life Insurance Company: Lincoln Benefit
Life


Single Premium: Four Million Two Hundred
Thousand Dollars ($4,200,000)


Assumed Purchase Date: February 7, 2000


Assumed End Date: August 31, 2000


Assumed Resume Date: December 1, 2002


 


Life Insurance Company: Life Investors
Insurance Company of America


Single Premium: Five Million Five Hundred
Thousand Dollars ($5,500,000)


Assumed Purchase Date: September 1, 2000


Assumed End Date: November 30, 2002


 


With respect to any
death proceeds received from the above pool of insurance, the Bank is assumed to reinvest a portion of the death benefit equivalent
to the policy’s Cash Surrender Value at the date of death, at an interest rate equivalent to the rate the remaining pool
of insurance is earning. Such hypothetical investment is for the sole purpose of continuing to calculate the increases in cash
surrender value in accordance with Subsection 1.12.


 




    	 	 	20