<PAGE>

                                                                    Exhibit 10.3

                        A. J. SMITH FEDERAL SAVINGS BANK
                                 RETIREMENT PLAN
                              FOR INSIDE DIRECTORS

     WHEREAS, A. J. Smith Federal Savings Bank ("the Bank") recognizes the
unique qualifications of its employee directors ("Inside Directors") and the
valuable services that they have provided to and for the Bank; and

     WHEREAS, in December 1995, the Bank adopted the A. J. Smith Federal Savings
Bank Retirement Plan for Directors for the benefit of its Inside Directors and
non-employee directors ("Outside Directors") in order to provide retirement
benefits to such person upon their separation from service; and

     WHEREAS, the Board of Directors wishes to simplify the administration of
each plan and to better recognize the unique contribution provided by each
category of director; and

     WHEREAS, the Board of Directors believes that the best way to achieve its
goal is to amend and restate the A. J. Smith Federal Savings Bank Retirement
Plan for Directors into two separate and distinct plans, i.e., one plan for
Inside Directors and one plan for Outside Directors;

     NOW, THEREFORE, the Bank hereby establishes the A. J. Smith Federal Savings
Bank Retirement Plan for Inside Directors as hereinafter provided:

                               ARTICLE I - GENERAL

     1.1  Effective Date

     The initial effective date of the Retirement Plan for Directors was
December 18, 1995. The provisions of this amended and restated Retirement Plan
for Inside Directors shall be effective as of January 1, 2001.

     1.2  Purpose

     The purpose of the Plan is to provide retirement income to a Participant
upon his Separation from Service.

     1.3  Intent

     The Plan is intended to be (and shall be construed and administered as) an
"employee pension benefit plan" under the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA") which is unfunded and maintained by the
Bank solely to provide retirement income to a select group of management or
highly compensated employees as such group is described under section 201(2),
301(a)(3), and 401(a)(1) of ERISA as interpreted by the U.S. Department of
Labor. The Plan is not intended to be a plan described in section 401 (a) of the
Code, or section 3(2)(A) of ERISA. The obligation of the Bank to make payments
under this Plan constitutes nothing more than

<PAGE>


an unsecured promise of the Bank to make such payments and any property of the
Bank that may be set aside for the payment of benefits under the Plan shall in
the event of the Bank's bankruptcy or insolvency, remain subject to the claims
of the Bank's general creditors until such benefits are distributed in
accordance with Article V or VI herein.

                        ARTICLE II -DEFINITIONS AND USAGE

     2.1  Definitions

     Wherever used in the Plan, the following words and phrases shall have the
meaning set forth below unless the context plainly requires a different meaning:

     "Account" means the account established on behalf of the Participant as
described in Section 4.1.

     "Bank" means A. J. Smith Federal Savings Bank and any successor thereto.

     "Beneficiary" shall mean the person or persons whom a Participant may
designate as the beneficiary of the Participant's Benefits under Article VI. In
the absence of a valid beneficiary designation or in the event a designated
beneficiary predeceases the Participant, a Participant's Beneficiary shall be
his estate.

     "Board" means the Board of Directors of the Bank.

     "Change in Control" shall mean any one of the following events:

     (a)  When the Bank is in the "mutual" form of organization, a "Change in
Control" shall be deemed to have occurred if:

          (i)   as a result of, or in connection with, any exchange offer,
     merger or other business combination, sale of assets or contested election,
     any combination of the foregoing transactions, or any similar transaction,
     the persons who were non-employee directors of the Bank before such
     transaction cease to constitute a majority of the Board of the Bank or any
     successor to the Bank;

          (ii)  the Bank transfers substantially all of its assets to another
     corporation which is not a wholly-owned subsidiary of the Bank;

          (iii) the Bank sells substantially all of the assets of a subsidiary
     or affiliate;

          (iv)  any "person" including a "group", exclusive of the Board or any
     committee thereof, is or becomes the "beneficial owner", directly or
     indirectly, of proxies of the Bank representing twenty-five percent (25 %)
     or more of the combined voting power of the Bank's members; or


                                       2

<PAGE>

          (v)   the Bank is merged or consolidated with another corporation and,
     as a result of the merger or consolidation, less than seventy percent (70%)
     of the outstanding proxies relating to the surviving or resulting
     corporation are given, in the aggregate, by the former members of the Bank.

     (b)  If the Bank shall be in the "stock" form of organization, either on a
stand-alone basis or as a subsidiary of the Company, a "Change in Control" shall
be deemed to have occurred if:

          (i)   as a result of, or in connection with, any initial public
     offering, tender offer or exchange offer, merger or other business
     combination, sale of assets or contested election, any combination of the
     foregoing transactions, or any similar transaction, the persons who were
     directors of the Company or the Bank before such transaction cease to
     constitute a majority of the Board of the Company or the Bank or any
     successor to the Company or the Bank;

          (ii)  the Company or the Bank transfers substantially all of its
     assets to another corporation which is not a wholly-owned subsidiary of the
     Company or the Bank;

          (iii) the Bank sells substantially all of the assets of a subsidiary
     or affiliate;

          (iv)  any "person" including a "group" is or becomes the "beneficial
     owner", directly or indirectly, of securities of the Company or the Bank
     representing twenty-five percent (25%) or more of the combined voting power
     of the Company's or the Bank's outstanding securities (with the terms in
     quotation marks having the meaning set forth under the Securities Exchange
     Act of 1934); or

          (v)   the Company or the Bank is merged or consolidated with another
     corporation and, as a result of the merger or consolidation, less than
     seventy percent (70%) of the outstanding voting securities of the surviving
     or resulting corporation is owned in the aggregate by the former
     stockholders of the Bank.

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

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

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

     "Company" shall mean the mutual or stock holding company of the Bank, if
any.


                                        3

<PAGE>

     "Disability" shall mean the inability of an Inside Director, due to
physical or mental infirmity as determined in the discretion of the Board, to
perform the duties required for service on the Board.

     "Employee" shall mean any person who is employed by the Bank on a full-time
basis.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "Inside Director" shall mean a Director who is also an Employee.

     "Initial Effective Date" shall mean December 18, 1995.

     "Initial Participant" means the Inside Director designated by the Committee
to be an initial Participant in the Plan in accordance with Section 3.1.

     "Participant" means an eligible Inside Director of the Bank who is
participating in the Plan in accordance with Section 3.1.

     "Plan" means the A. J. Smith Federal Savings Bank Retirement Plan for
Inside Directors and its predecessor, the A. J. Smith Federal Savings Retirement
Plan for Directors.

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

     "Restatement Effective Date" shall mean January 1, 2001.

     "Separation from Service" means separation from service from the Bank by
reason of termination of employment, death, disability, or Change in Control. An
Inside Director shall be considered separated on his termination of, or
retirement from, employment with the Bank, even though he remains a member of
the Board.

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

     "Trustee" shall mean that person(s) or entity appointed by the Board
pursuant to the Trust Agreement to hold legal title to the Plan Assets for the
purposes set forth herein.

     "Valuation Date" means the last day of each Plan Year and such other dates
as determined from time to time by the Committee.

     2.2  Usage

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


                                        4

<PAGE>

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

     3.1  Eligibility

     As of the Initial Effective Date, the only Inside Directors eligible to
participate in the Plan are the Initial Participants listed in Appendix A.
Additional Inside Directors may be designated as Participants in the Plan at the
sole discretion of the Board and shall thereafter be listed in Appendix A. All
Participants must be Inside Directors and members of a select group of
management or highly compensated employees as such group is described under
sections 201(2), 301(a)(3), and 401(a)(1) of ERISA as interpreted by the
Department of Labor.

     3.2  Participation

     The Initial Participants shall commence participation in the Plan on the
Plan's Initial Effective Date. Additional Inside Directors designated by the
Committee as Participants shall commence participation in the Plan as of the
first day of the Plan Year designated by the Committee. An employee shall cease
to be a Participant when he terminates employment from the Bank and the balance
in his Account is distributed to him or on his behalf.

                        ARTICLE IV - PARTICIPANT ACCOUNTS

     4.1  Accounts

     The Committee shall establish and maintain, pursuant to the terms of the
Plan, an Account for each Participant consisting of amounts credited to such
Account pursuant to Sections 4.2, 4.3 and 4.4 below. The amounts credited to
each Participant's Account shall become fully vested in accordance with the
schedule set forth on Appendix B Part I which relates to such Participant.
Notwithstanding anything to the contrary herein or in Appendix B Part I, an
inside Director's Account will be fully vested upon (i) termination of his
employment due to his death or Disability, or (ii) a Change in Control.

     All amounts which are credited to a Participant's Account shall be credited
solely for purposes of accounting and computation, and shall remain assets of
the Bank subject to the claims of the Bank's general creditors. A Participant
shall not have any interest or right in or to such Account at any time.

     4.2  Account Credits

     The Committee shall credit the Account of each Participant in the amounts,
and on the dates, indicated on the individual funding schedules listed in
Appendix B, Part II to the Plan (attached hereto).

     4.3  Crediting of Interest

     The Committee will credit the Participant's Account with interest on each
Valuation Date. The interest credited to each Account will be at a rate of
interest equal to three percent (3%) per


                                        5

<PAGE>

annum, with such rate pro rated for the period of time between Valuation Dates.
Interest will be credited to the account balance, based on the value of the
Account as of the preceding Valuation Date.

     4.4  Valuation of Accounts

     The value of a Participant's Account shall be determined as of each
Valuation Date by the Committee in the following manner:

     (a)  First, the Committee will add the interest in accordance with Section
          4.3 to the Participant's Account.

     (b)  Next, all Account credits for a Participant shall be credited to the
          Account of the Participant in accordance with Section 4.2.

     (c)  Finally, a Participant's Account shall be reduced by the amount of any
          benefits distributed to or on behalf of the Participant pursuant to
          Article V.

     (d)  Each Participant's Account shall be valued as of each Valuation Date,
          or more frequently as determined in the sole discretion of the
          Committee, and shall again be valued as of the date that a
          Participant, or his Beneficiary, receives a payment under the Plan, in
          accordance with the procedures established by the Committee.

     (e)  All allocations to, and deductions from, a Participant's Account under
          this Section 4.4 shall be deemed to have been made on the applicable
          Valuation Date in the order of priority set forth in this Section 4.4,
          even though actually determined at a later date.

                         ARTICLE V - PAYMENT OF BENEFITS

     5.1  Entitlement to Benefit Payments

     Upon a Participant's Separation from Service, the Participant shall be
entitled to his vested Account balance payable by the Bank in the form set forth
in Section 5.2.

     5.2  Commencement of Benefit Payments

     The Account of each Participant shall be payable in the form of single life
annuity. The Participant may elect, if such election occurs at least twelve (12)
months prior to the distribution of benefits, another optional form of payment
(including a lump sum payment, a life and 10 year certain annuity or
installments over a period of years) by submitting to the Committee a document
substantially in the form attached hereto as Appendix C. If the Participant's
Separation from Service occurs before a given election becomes effective, then
payment from the Plan shall be made in accordance with the Participant's
preceding election; or, if no election currently is in effect, then payment
shall be made in accordance with the first sentence of this Section 5.2. An
election shall remain effective until the effective date of any subsequent
superseding election. All optional forms of distribution shall be the actuarial
equivalent of a single life annuity.


                                        6

<PAGE>

     5.3  Unforeseeable Emergencies

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

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

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

     (c)  By cessation of deferrals under the Plan.

     Examples of what are not considered Unforeseeable Emergencies include the
need to send a Participant's child to college or the desire to purchase a home.
An early withdrawal from the Plan pursuant to this provision must be limited to
the amount necessary to meet the emergency.

     5.4  Hardship Withdrawals

     Upon finding that a Participant has suffered a severe financial hardship,
no rising to the level of an Unforeseeable Emergency, the Committee may, in its
sole discretion, make distributions from the Participant's Account prior to the
time specified for payment of benefits under the Plan. Such hardship
distributions may be made on account of an immediate and heavy financial need of
the Participant for:

     (a)  Medical care as described in Code Section 213(d) for the Participant,
          the Participant's spouse or dependent (as defined in Code Section
          152);

     (b)  Educational expenses, such as the payment of tuition or related
          educational fees, or room and board expenses for the next twelve (12)
          months of postsecondary education for the Participant, the
          participant's spouse or dependent (as defined in Code Section 152);

     (c)  Costs directly related to the purchase of a principal residence for
          the employee (excluding mortgage payments);

     (d)  Payments necessary to prevent the eviction of the Participant from his
          principal


                                       7

<PAGE>

          residence or  foreclosure of the mortgage on that residence;

     (e)  Payments for funeral expenses not covered by insurance for a member of
          the immediate family of the Participant; and

     (f)  Payments to cover the immediate expenses resulting from the divorce of
          the Participant.

     The amount of such distribution shall be limited to the amount reasonably
necessary to meet the Participant's requirements during the financial hardship.
A distribution is not treated as necessary to satisfy an immediate and heavy
financial need of an employee to the extent the amount of the distribution is in
excess of the amount required to relieve the financial need or to the extent the
need may be satisfied from other sources that are reasonably available to the
Participant, including all nontaxable loans currently available under all plans
maintained by the Bank. This Committee's determination regarding the Hardship
Distribution is to be made on the basis of all the facts and circumstances and
based upon the evidence provided to the Committee by the Participant and the
Bank, including receipts, invoices, foreclosure notices, or the like, and
including information that may be available to the bank or the Committee on
other distributions available to the Participant, including nontaxable loans
available under all plans maintained by the Bank.

     No Participant shall be entitled to more than one (1) Hardship Withdrawal
from the Plan.

     5.5  Accelerated Distributions

          5.5.1 Distribution Upon Request

          After a Participant has terminated service, notwithstanding previous
     distribution elections to the contrary, a Participant shall be entitled to
     receive, upon written request to the Committee, a lump sum distribution
     equal to ninety percent (90%) of his Account balance as of the date on
     which the Committee receives the written request. The remaining balance
     shall be forfeited by the Participant. The amount payable under this
     Section shall be paid in a lump sum payment within ninety (90) days
     following the receipt of the notice by the Committee from the Participant.

          5.5.2 Distribution Upon Change in Control

          Upon a Change in Control, all Participants shall have their account
     balances paid to them in a lump sum within thirty (30) days of the Change
     in Control.

               ARTICLE VI - PAYMENT OF BENEFITS ON OR AFTER DEATH

     6.1  Commencement of Benefit Payments

     If a Participant dies before payments of his benefits under the Plan have
commenced, or after payments have commenced, but before they are completely
paid, and the Participant has designated


                                        8

<PAGE>

his spouse as his Beneficiary, then his spouse shall be paid out, or shall
continue to be paid out, in accordance with the terms of Article V. If a
Participant dies before payments of his benefits under the Plan have commenced,
or after payments have commenced, but before they are completely paid, and the
Participant has a Beneficiary other than his Spouse (as designated by the
Participant, or determined by the Committee, in accordance with Section 6.2),
then the Participant's non-spousal Beneficiary shall be entitled to receive the
Participant's vested Account balance in the form of a lump sum.

         6.2      Designation of Beneficiary

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

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

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

         (c)      to the Participant's estate.

                      ARTICLE VII - ESTABLISHMENT OF TRUST
                   AUTOMATIC FUNDING UPON A CHANGE IN CONTROL

         The Bank may establish a Trust into which it may contribute assets
which will be held subject to the claims of the Bank's creditors in the event of
the Bank's "Insolvency" as defined in the Trust. In addition, prior to any
change in Control the Bank shall establish the Trust (if it has not been
previously established), and shall contribute to the Trust an amount that is
projected to be sufficient to enable the Trust to pay all Benefits that could
become payable under the Plan. In the event of a Change in Control, the Trust
shall be irrevocable until all benefits have been paid to all Participants.

                     ARTICLE VIII - RIGHTS OF PARTICIPANTS;
                   TERMINATION OR SUSPENSION UNDER FEDERAL LAW

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

         If the Participant is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
Sections 8(e)(4) or 8(g)(1) of the Federal Deposit

                                       9

<PAGE>

Insurance Act ("FDIA") (12 U.S.C. 1818(e)(4) or (g)(1)), all obligations of the
Bank under this Plan shall terminate, as of the effective date of the order, but
vested rights of the parties shall not be affected.

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

         All obligations under this Plan shall terminate, except to the extent
that continuation of this Plan is necessary for the continued operation of the
Bank: (i) by the Director of the Office of Thrift Supervision ("Director of
OTS"), or his or her designee, at the time that the Federal Deposit Insurance
Corporation ("FDIC") enters into an agreement to provide assistance to or on
behalf of the Bank under the authority contained in Section 13(c) of FDIA; or
(ii) by the Director of the OTS, or his or her designee, at the time that the
Director of the OTS, or his or her designee approves a supervisory merger to
resolve problems related to operation of the Bank or when the Bank is determined
by the Director of the OTS to be in an unsafe or unsound condition. Such action
shall not affect any vested rights of the parties.

         If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S.
C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Participant
from participating in the conduct of the Bank's affairs, the Bank's obligations
under this Plan shall be suspended as of the date of such service, unless stayed
by appropriate proceedings. If the charges in the notice are dismissed, the Bank
may in its discretion (i) pay the Participant all or part of the compensation
withheld while its contract obligations were suspended, and (ii) reinstate (in
whole or in part) any of its obligations which were suspended.

         To the extent required under federal banking law, the amount payable
hereunder shall be reduced to the extent that on the date of an Inside
Director's termination of service as a Director, either (i) the present value of
his Benefits exceeds the limitations that are set forth in Regulatory Bulletin
27a of the Office of Thrift Supervision, if in effect, on such date, or (ii)
such reduction is necessary to avoid subjecting the Bank to a loss of tax
deduction under Code section 280G.

                     ARTICLE IX - INTERPRETATION OF THE PLAN

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

                             ARTICLE X - LEGAL FEES

         In the event any dispute shall arise between an Inside Director and the
Bank as to the terms and interpretation of the Plan, whether instituted by
formal legal proceedings or otherwise, including any action taken by a Director
to enforce the terms of this Plan or in defending against any action taken by
the Bank, the Bank shall reimburse the Director for all costs and expenses,
including

                                       10

<PAGE>

reasonable attorney's fees, arising from such dispute, proceedings or actions;
provided that the Inside Director shall return such amounts to the Bank if he
fails to obtain a final judgment by a court of competent jurisdiction or obtain
a settlement of such dispute, proceedings, or actions substantially in his
favor. Such reimbursements to a Director shall be paid within 10 days of the
Director furnishing to the Bank written evidence, which may be in the form,
among other things, of a cancelled check or receipt, of any costs or expenses
incurred by the Director. Any such request for reimbursement by a Director shall
be made no more frequently than at 30 day intervals.

                      ARTICLE XI - MISCELLANEOUS PROVISIONS

         11.1     Amendment

         The Bank reserves the right to amend the Plan in any manner that it
deems advisable by a resolution of the Board. No amendment shall, without the
Participant's consent, affect the amount of the Participant's Account balance at
the time the amendment becomes effective or the right of the Participant to
receive a distribution of his Account balance.

         11.2     Termination

         The Bank reserves the right to terminate the Plan at any time. No
termination shall, without the Participant's consent, affect the amount of the
Participant's Account balance prior to the termination or the right of the
Participant to receive a distribution of his Account balance.

         11.3     No Assignment

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

         11.4     Incapacity.

         If any person to whom a benefit is payable under the Plan is an infant
or if the Committee determines that any person to whom such benefit is payable
is incompetent by reason of physical or mental disability, the Committee may
cause the payments becoming due to such person to be made to another for his
benefit. Payments made pursuant to this Section shall, as to such payment,
operate as a complete discharge of the Plan, the Bank and the Committee.

         11.5     Successors and Assigns

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

                                       11

<PAGE>

         11.6     Governing Law

         The Plan shall be subject to and construed in accordance with the laws
of the State of Illinois to the extent not pre-empted by the provisions of
ERISA.

         11.7     No Guarantee of Employment

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

         11.8     Severability

         If any provision of the Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining provisions
of the Plan, but the Plan shall be construed and enforced as if such illegal or
invalid provision had never been included.

         11.9     Notification of Addresses

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

         IN WITNESS WHEREOF, the Bank has caused this Plan to be executed this
___ day of ___________, 2001, by its duly authorized officer, effective as of
January 1, 2001.

ATTEST/WITNESS:                             A. J. SMITH  FEDERAL SAVINGS BANK



By:_____________________________            By:________________________________
Title: Secretary                            Title:_____________________________




Date____________________________            Date:______________________________

                                       12

<PAGE>

                        A. J. SMITH FEDERAL SAVINGS BANK
                                 RETIREMENT PLAN
                              FOR INSIDE DIRECTORS

                                   Appendix A

Initial Participant                       Participation Commencement Date
-------------------                       -------------------------------
Thomas R.  Butkus                         12-18-95



Additional Participants                   Participation Commencement Date
-----------------------                   -------------------------------

                                       13

<PAGE>

                            A. J. SMITH FEDERAL BANK
                                 RETIREMENT PLAN
                              FOR INSIDE DIRECTORS

                                   Appendix B

Part I
------

Butkus Vesting Schedule

-----------------------------------------------------------------------------
                Years of Service After                          Butkus'
                Initial Effective Date                     Vested Percentage
-----------------------------------------------------------------------------

        Less than 1      (or prior to 12/18/96)                     40%
-----------------------------------------------------------------------------
                  1      (or at 12/18/96)                           55%
-----------------------------------------------------------------------------

                  2      (or at 12/18/97)                         62.5%
-----------------------------------------------------------------------------

                  3      (or at 12/18/98)                           70%
-----------------------------------------------------------------------------

                  4      (or at 12/18/99)                         77.5%
-----------------------------------------------------------------------------

                  5      (or at 12/18/00)                           85%
-----------------------------------------------------------------------------

                  6      (or at 12/18/01)                         92.5%
-----------------------------------------------------------------------------
          7 or more      (or at or after 12/18/02)                 100%
-----------------------------------------------------------------------------


Part II
-------

<TABLE>
<CAPTION>
Butkus Funding Schedule

----------------------------------------------------------------------------------------------
                                    Contribution
Date                                Credited to         Interest Credited
                                       Account           to Account (3%)      Account Balance
----------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                   <C>
Restatement Effective Date
(1/01/01)                                                                         $  746,000
----------------------------------------------------------------------------------------------
12/31/01                              $ 231,620             $ 22,380              $1,000,000
----------------------------------------------------------------------------------------------
12/31/02                                  0                 $ 30,000              $1,030,000
----------------------------------------------------------------------------------------------
12/31/03                                  0                 $ 30,400              $1,060,900
----------------------------------------------------------------------------------------------
12/31/04                                  0                 $ 31,827              $1,092,727
----------------------------------------------------------------------------------------------
12/31/05                                  0                 $ 32,782              $1,125,509
----------------------------------------------------------------------------------------------
12/31/06                                  0                 $ 33,765              $1,159,274
----------------------------------------------------------------------------------------------
12/31/07                                  0                 $ 34,778              $1,194,052
----------------------------------------------------------------------------------------------
12/31/08                                  0                 $ 35,822              $1,229,874
----------------------------------------------------------------------------------------------
12/31/09                                  0                 $ 36,896              $1,266,770
----------------------------------------------------------------------------------------------
12/31/10                                  0                 $ 38,003              $1,304,773
----------------------------------------------------------------------------------------------
12/31/11                                  0                 $ 39,143              $1,343,916
----------------------------------------------------------------------------------------------
</TABLE>

                                       14

<PAGE>

                        A. J. SMITH FEDERAL SAVINGS BANK
                                 RETIREMENT PLAN
                              FOR INSIDE DIRECTORS

                                   Appendix C

                            FORM OF PAYMENT ELECTION


To:      Committee, A. J. Smith Federal Savings Bank Retirement Plan for Inside
         Directors A. J. Smith Federal Savings Bank 14757 South Cicero Avenue,
         Midlothian, Illinois 60445

Pursuant to Article V, Section 5.2 of the Plan, the undersigned Participant
hereby elects payment of the entire balance of his Memorandum Account in the
following optional form:

_________     Lump Sum, OR

_________     Annual Installments over ______ years, OR

_________     Life and 10 year certain annuity, OR

_________     Joint and Survivor Annuity.

This election shall become effective as of the January 1, first occurring at
least 12-months following the submission of this election to the Committee and
shall remain effective until the effective date of any subsequent, superseding
election. If the undersigned's termination of employment, death or disability,
or a Change in Control (as defined in the Plan) occurs before a given election
becomes effective, then payment from the Plan shall be made in accordance with
the Participant's preceding election; or, if no election currently is in effect,
then payment shall be made in accordance with the first sentence of Section 5.2
of the Plan.

         Dated at Midlothian, Illinois, this__________day of______, 200__

                                                PARTICIPANT

                                                ________________________________
                                                Print Name

Received on behalf of the
Committee this

______day of____________, 200__

By    _________________________





                                       15

<PAGE>

                        A. J. SMITH FEDERAL SAVINGS BANK

                      RETIREMENT PLAN FOR INSIDE DIRECTORS

                                   Appendix D

                           DESIGNATION OF BENEFICIARY

         AGREEMENT, made this ______ day of __________, 200_, by and between
______________ (the "Participant"), and A. J. Smith Federal Savings Bank (the
"Bank").

         WHEREAS, the Bank has established that A.J. Smith Federal Savings Bank
Retirement Plan for Inside Directors (the "Plan"), and the Participant is
eligible to make a beneficiary designation with respect to any survivorship
benefits that may become payable under Article VI of said Plan;

         NOW THEREFORE, it is mutually agreed as follows:

1.       Primary Beneficiary designation.

        ------------------------------------------------------------------------
        Name of                                              Percentage of
        Primary Beneficiary           Mailing Address        Death  Benefit
        -------------------           ---------------        --------------
        ------------------------------------------------------------------------
                                                                           %
        ------------------------------------------------------------------------
                                                                           %
        ------------------------------------------------------------------------


2.       Contingent Beneficiary. In the event that the primary beneficiary or
beneficiaries named above are not living at the time of the Participant's death,
the participant hereby designates the following person(s) to be his or her
contingent beneficiary for purposes of the Plan:


        ------------------------------------------------------------------------
        Name of                                              Percentage of
        Contingent Beneficiary        Mailing Address        Death  Benefit
        ----------------------        ---------------        --------------
        ------------------------------------------------------------------------
                                                                           %
        ------------------------------------------------------------------------
                                                                           %
        ------------------------------------------------------------------------


3.       Effect of Election. The elections made hereunder shall be revocable
during the Participant's lifetime, shall automatically supersede any prior
elections made with respect to Article VI of the Plan, an shall become
irrevocable upon the Participant's death.

4.       Bank's Commitment. The Bank agrees to make payment of the amount due
the Participant in accordance with the terms of the Plan and the elections made
by the Participant herein.

                                       16