<PAGE>

                                                                    Exhibit 10.4

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


                   Initially Effective as of December 18, 1995
            Amendment and Restatement Effective as of January 1, 2001




<PAGE>

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

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
ARTICLE I - GENERAL ........................................................  1
        1.1   Effective Date ...............................................  1
        1.2   Purpose ......................................................  1
        1.3.  Intent .......................................................  1
ARTICLE II - DEFINITIONS AND USAGE .........................................  2
        2.1   Definitions ..................................................  2
        2.2   Usage ........................................................  5
ARTICLE III - ELIGIBILITY AND PARTICIPATION ................................  5
ARTICLE IV - PAYMENT OF BENEFITS ...........................................  5
        4.1    Entitlement to Benefit Payments .............................  5
        4.2    Modification of Benefit Payments ............................  5
        4.3    Unforeseeable Emergencies ...................................  6
        4.4    Hardship Withdrawals ........................................  6
        4.5    Accelerated Distributions ...................................  7
        4.5.1  Distribution Upon Request ...................................  7
        4.5.2  Distribution Upon Change in Control .........................  7
ARTICLE V - PAYMENT OF BENEFITS ON OR AFTER DEATH ..........................  8
        5.1    Commencement of Benefit Payments ............................  8
        5.2    Designation of Beneficiary ..................................  8
ARTICLE VI - ESTABLISHMENT OF TRUST; .......................................  8
AUTOMATIC FUNDING UPON A CHANGE IN CONTROL .................................  8
ARTICLE VII - RIGHTS OF PARTICIPANTS;TERMINATION OR SUSPENSION UNDER
FEDERAL LAW ...............................................................   8
ARTICLE VIII - INTERPRETATION OF THE PLAN .................................   9
ARTICLE IX - LEGAL FEES ...................................................  10
ARTICLE X - MISCELLANEOUS PROVISIONS ......................................  10
        10.1   Amendment ..................................................  10
        10.2   Termination ................................................  10
        10.3   No Assignment ..............................................  10
        10.5   Successors and Assigns .....................................  11
        10.6   Governing Law ..............................................  11
        10.7   No Guarantee of Continued Service ..........................  11
        10.8   Severability ...............................................  11
        10.9   Notification of Addresses ..................................  11
Appendix A ................................................................  13
Appendix B ................................................................  14
</TABLE>





<PAGE>

                        A. J. SMITH FEDERAL SAVINGS BANK
                      RETIREMENT PLAN FOR OUTSIDE DIRECTORS
                      -------------------------------------

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

         WHEREAS, in December 1995, the Bank adopted the A. J. Smith Federal
Savings Bank Retirement Plan for Directors for the benefit of its Outside
Directors and employee directors ("Inside 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 the plan and to better recognize the unique contribution provided by each
category of director; and

         WHEREAS, the board believes that the best way to achieve this 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, this Plan shall now be referred to as the A. J. Smith
Federal Savings Bank Retirement Plan for Outside Directors.

                               ARTICLE I - GENERAL

         1.1      Effective Date

         The initial effective date for the Retirement Plan for Directors was
December 18, 1995. The provisions of this amended and restated Retirement Plan
for Outside Directors shall be effective as of January 1, 2001. The rights of
any person whose status as an Outside Director of the Bank or its affiliates, if
any, has terminated shall be determined pursuant to the Plan as in effect on the
date of termination, unless a subsequently adopted provision of the Plan is made
specifically applicable to such person.

         1.2      Purpose

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

         1.3.     Intent

         This Plan is not intended to be an "employee pension benefit plan"
under the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as none of its Participants are employees of the Bank, or its
affiliates. The Plan is not intended to be a plan described in section 401(a) of
the Code or section 3(2)(A) of ERISA. The obligation of the Bank to make
payments under this Plan constitutes nothing more than an unsecured promise to
make such

<PAGE>

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

                       ARTICLE II - DEFINITIONS AND USAGE

         2.1      Definitions

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

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

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

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

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

         Full Years of Service as
         a Non-Employee Director                   Percentage
         -----------------------                   ----------

                  1                                     10%
                  2                                     20%
                  3                                     30%
                  4                                     40%
                  5                                     50%
                  6                                     60%
                  7                                     70%
                  8                                     80%
                  9                                     90%
                  10 or more                           100%

Notwithstanding the foregoing schedule, an Outside Director's Benefit Percentage
shall accelerate to 100% upon (i) termination of his service on the Board due to
his death or Disability, or (ii) a Change in Control. A former Outside
Director's benefit Percentage will not increase as a result of the occurrence of
a Change in Control.

                                       2

<PAGE>

         "Board" shall mean 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

                  (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;

                                       3

<PAGE>

                  (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" shall mean 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 holding company or stock holding
company parent of the Bank.

         "Disability" shall mean the inability of an Outside 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 or an
affiliate on a full-time basis.

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

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

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

         "Participant" means an Outside Director who served on the Board on the
Initial Effective Date or who served on the Board after such date and who was
appointed by the Board pursuant to Article III to participate in the Plan.

         "Plan" shall mean the A. J. Smith Federal Savings Bank Retirement Plan
for Outside Directors, or its predecessor, the A. J. Smith Federal Savings Bank
Retirement Plan for Directors.

                                       4

<PAGE>

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

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

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

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

          2.2 Usage.

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

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

          Those Outside Directors who are participants in the Plan on the
Restatement Effective Date shall continue to participate in the Plan. Additional
Outside Directors may be designated as Participants in the Plan by the Board,
from time to time, in its sole discretion. Additional Outside Directors shall
commence participation in the Plan as of the first day of the Plan Year
designated by the Board. An Outside Director shall cease to be a Participant
when he resigns or is terminated from the Board and: (1) his Benefit is not
vested; or (2) his Benefit is distributed to him or on his behalf.

                        ARTICLE IV - PAYMENT OF BENEFITS

          4.1 Entitlement to Benefit Payments

          In the event that a Participant's service on the Board terminates for
any reason other than death, the Participant shall receive 10 annual payments,
with the amount of each payment being equal to the product of his Benefit
Percentage and $12,000. The payments due to an Outside Director under this
Article shall begin on the first day of the second month following the date of
the Outside Director's termination of service on the Board, and shall thereafter
be made on the annual anniversary dates of such first payment date. After the
death of the Outside Director, remaining Benefits, if any, shall be payable as
set forth in Article V.

          4.2 Modification of Benefit Payments

          The Participant may elect, if such election occurs at least twelve
(12) months prior to the distribution of benefits, to receive his distribution
in the form of a lump sum or over some other period of years, not to exceed
twenty (20). Any other form of benefit shall be the actuarial equivalent of the
benefit set forth in Section 4.1 hereof. Such elections shall be made on a

                                       5

<PAGE>

document substantially in the form attached hereto as Appendix A. If the
Participants termination of 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 none, in accordance with Section 4.1. An
election shall remain effective until the effective date of any subsequent
election.

         4.3   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.

         4.4   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 vested
Benefit 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);

                                        6

<PAGE>

         (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 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.

         4.5   Accelerated Distributions

               4.5.1  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 the present value of his
         vested Benefit 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.

               4.5.2  Distribution Upon Change in Control

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

                                        7

<PAGE>

                ARTICLE V - PAYMENT OF BENEFITS ON OR AFTER DEATH

     5.1  Commencement of Benefit Payments.

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

     5.2  Designation of Beneficiary.

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

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

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

     (c)  to the Participant's estate.

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

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

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

     The rights of Participants and of their Beneficiaries (if any) shall be
solely those of unsecured creditors of the Bank. In the event that the Bank
shall establish a Trust, assets of the

                                       8

<PAGE>

Bank may be held by the Trust, subject to claims by general creditors of the
Bank by appropriate judicial action as provided by such Trust.

     If the Participant is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
Sections 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12
U.S.C. 1818(e)(4) or (g)(1)), all obligations of the Bank under this Plan shall
terminate, as of the effective date of the order, but vested rights of the
parties shall not be affected.

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

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

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

     To the extent required under federal banking law, the amount payable
hereunder shall be reduced to the extent that on the date of an Outside
Director's termination of service as a Director, either (i) the present value of
his Benefits exceeds the limitations that are set forth in 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 VIII - INTERPRETATION OF THE PLAN

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

                                       9

<PAGE>

                             ARTICLE IX - 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 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 X - MISCELLANEOUS PROVISIONS

     10.1 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 Benefit at the
time the amendment becomes effective or the right of the Participant to receive
a distribution of his Benefit.

     10.2 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 Benefit prior to the termination or the right of the Participant
to receive a distribution of his Benefit.

     10.3 No Assignment

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

     10.4 Incapacity.

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

                                       10

<PAGE>

         10.5     Successors and Assigns

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

         10.6     Governing Law

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

         10.7     No Guarantee of Continued Service

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

         10.8     Severability

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

         10.9     Notification of Addresses

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

                                       11

<PAGE>

         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 OUTSIDE DIRECTORS

                                   Appendix A

                            FORM OF PAYMENT ELECTION

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

Pursuant to Article IV, Section 4.2 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 (not in excess of 20).

This election shall become effective as of the January 1, first occurring at
least 12-months following the submission of this election to the Administrator
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 4.1 of the Plan.

         Dated at Midlothian, Illinois, this__________day of______, 200__


                                   PARTICIPANT


                                   ___________________________
                                   Print Name



Received on behalf of the
Administrator this

______day of____________, 200__

By ____________________________

                                       13

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                        A. J. SMITH FEDERAL SAVINGS BANK

                      RETIREMENT PLAN FOR OUTSIDE DIRECTORS

                                   Appendix B

                           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 Outside 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 V 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 V of the Plan, and 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.

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