THREE-YEAR
        EMPLOYMENT AGREEMENT

      (EQUITABLE
        BANK/EQUITABLE FINANCIAL CORP.)

       

      THIS
        AGREEMENT
        (the
“Agreement”), made this 30th
        day of
        January, 2006, by and among EQUITABLE
        FINANCIAL CORP.,
        a
        federally chartered corporation (the
        “Company”) EQUITABLE
        BANK, a
        federally-chartered savings bank (the
        “Bank”), and
        RICHARD L. HARBAUGH
        (“Executive”).

       

      W
        I T N E S S E T H

       

      WHEREAS,
        Executive serves in a position of substantial responsibility;

       

      WHEREAS,
        the
        Company and the Bank wish to assure the services of Executive for the period
        provided in this Agreement; and

       

      WHEREAS,
        Executive is willing to serve in the employ of the Bank on a full-time basis
        for
        said period.

       

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

       

      1.           Employment. Executive
        is employed as the Chief Executive Officer of the Bank and Chairman of the
        Board, Chief Executive Officer and President of the Company. Executive shall
        perform all duties and shall have all powers which are commonly incident
        to
        these offices or which, consistent with these offices, are delegated to him
        by
        the Boards of Directors of the Bank or the Company. During the term of this
        Agreement, Executive also agrees to serve, if elected, as an officer and/or
        director of any subsidiary of the Company and the Bank and in such capacity
        will
        carry out such duties and responsibilities reasonably appropriate to that
        office. 

       

      2.           Location
        and Facilities.
        The
        Executive will be furnished with the working facilities and staff customary
        for
        executive officers with the title and duties set forth in Section 1 and as
        are
        necessary for him to perform his duties. The location of such facilities
        and
        staff shall be at the principal administrative offices of the Company and
        the
        Bank, or at such other site or sites customary for such offices.

       

      3.            Term.

       

      
        	 	
                a.

              	
                The
                  term of this Agreement shall be (i) the initial term, consisting
                  of the
                  period commencing on the date of this Agreement (the “Effective Date”) and
                  ending on the third anniversary of the Effective Date, plus (ii)
                  any and
                  all extensions of the initial term made pursuant to this Section
                  3.

              


      

       

      
        	 	
                b.

              	
                Commencing
                  on the first year anniversary date of this Agreement, and continuing
                  on
                  each anniversary thereafter, the disinterested members of the boards
                  of
                  directors of the Bank and the Company may extend the Agreement
                  an
                  additional year such that the remaining term of the Agreement shall
                  be
                  thirty-six (36) months, unless Executive elects not to extend the
                  term of
                  this Agreement by giving written notice in accordance with Section
                  19 of
                  this Agreement. The Board of Directors of the Bank and the Company
                  (the
                  “Boards”) will review the Agreement and Executive’s performance annually
                  for purposes of determining whether to extend the Agreement and
                  the
                  rationale and results thereof shall be included in the minutes
                  of the
                  Board’s meeting. The Executive shall receive notice as soon as possible
                  after such review as to whether the Agreement is to be
                  extended.

              


      


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4. 
Base
        Compensation.

      


      
        	 	
                a.

              	
                The
                  Company and the Bank agree to pay the Executive during the term
                  of this
                  Agreement a base salary at the rate of $202,500
                  per year, payable in accordance with customary payroll
                  practices.

              


      

      


      
        	 	
                b.

              	
                The
                  Boards shall review annually the rate of the Executive’s base salary based
                  upon factors they deem relevant, and may maintain or increase his
                  salary,
                  provided that no such action shall reduce the rate of salary below
                  the
                  rate in effect on the Effective
                  Date.

              


      

      


      
        	 	
                c.

              	
                In
                  the absence of action by the Board, the Executive shall continue
                  to
                  receive salary at the annual rate specified on the Effective Date
                  or, if
                  another rate has been established under the provisions of this
                  Section 4,
                  the rate last properly established by action of the Board under
                  the
                  provisions of this Section 4.

              


      

      


      5.            
        Bonuses.
        The
        Executive shall be entitled to participate in discretionary bonuses or other
        incentive compensation programs that the Company and the Bank may award from
        time to time to senior management employees pursuant to bonus plans or
        otherwise.

      


      6.     Benefit
        Plans.
        The
        Executive shall be entitled to participate in such life insurance, medical,
        dental, pension, profit sharing, retirement and stock-based compensation
        plans
        and other programs and arrangements as may be approved from time to time
        by the
        Company and the Bank for the benefit of their employees.

      


      7.     Vacation
        and Leave.

      


      
        	 	
                a.

              	
                The
                  Executive shall be entitled to vacation and other leave in accordance
                  with
                  policy for senior executives, or otherwise as approved by the
                  Boards.

              


      

      


      
        	 	
                b.

              	
                In
                  addition to paid vacation and other leave, the Executive shall
                  be
                  entitled, without loss of pay, to absent himself voluntarily from
                  the
                  performance of his employment for such additional periods of time
                  and for
                  such valid and legitimate reasons as the Boards may in their discretion
                  determine. Further, the Boards may grant to the Executive a leave
                  or
                  leaves of absence, with or without pay, at such time or times and
                  upon
                  such terms and conditions as the Boards in their discretion may
                  determine.

              


      


      
        
           

          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      8.     Expense
        Payments and Reimbursements.
        The
        Executive shall be reimbursed for all reasonable out-of-pocket business expenses
        that he shall incur in connection with his services under this Agreement
        upon
        substantiation of such expenses in accordance with applicable policies of
        the
        Company and the Bank.

       

      9.    
        Automobile
        Allowance.
        During
        the term of this Agreement, the Executive shall be entitled to an automobile
        allowance on terms no less favorable that those in effect immediately prior
        to
        the execution of this Agreement. Executive shall comply with reasonable
        reporting and expense limitations on the use of such automobile as may be
        established by the Bank from time to time, and the Bank shall annually include
        on Executive’s Form W-2 any amount of income attributable to Executive’s
        personal use of such automobile.

      


      10.   Loyalty
        and Confidentiality.

      


      
        	 	
                a.

              	
                During
                  the term of this Agreement Executive: (i) shall devote all his
                  time,
                  attention, skill, and efforts to the faithful performance of his
                  duties
                  hereunder; provided, however, that from time to time, Executive
                  may serve
                  on the boards of directors of, and hold any other offices or positions
                  in,
                  companies or organizations which will not present any conflict
                  of interest
                  with the Company and the Bank or any of their subsidiaries or affiliates,
                  unfavorably affect the performance of Executive’s duties pursuant to this
                  Agreement, or violate any applicable statute or regulation and
                  (ii) shall
                  not engage in any business or activity contrary to the business
                  affairs or
                  interests of the Company and the
                  Bank.

              


      

      


      
        	 	
                b.

              	
                Nothing
                  contained in this Agreement shall prevent or limit Executive’s right to
                  invest in the capital stock or other securities of any business
                  dissimilar
                  from that of the Company and the Bank, or, solely as a passive,
                  minority
                  investor, in any business.

              


      

      


      
        	 	
                c.
                  

              	
                Executive
                  agrees to maintain the confidentiality of any and all information
                  concerning the operation or financial status of the Company and
                  the Bank;
                  the names or addresses of any of its borrowers, depositors and
                  other
                  customers; any information concerning or obtained from such customers;
                  and
                  any other information concerning the Company and the Bank to which
                  he may
                  be exposed during the course of his employment. The Executive further
                  agrees that, unless required by law or specifically permitted by
                  the Board
                  in writing, he will not disclose to any person or entity, either
                  during or
                  subsequent to his employment, any of the above-mentioned information
                  which
                  is not generally known to the public, nor shall he employ such
                  information
                  in any way other than for the benefit of the Company and the
                  Bank.

              


      


      
        
           

          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      11.   Termination
        and Termination Pay.
        Subject
        to Section 12 of this Agreement, Executive’s employment under this Agreement may
        be terminated in the following circumstances:

       

      
        	 	
                a.

              	
                Death.
                  Executive’s employment under this Agreement shall terminate upon his death
                  during the term of this Agreement, in which event Executive’s estate shall
                  be entitled to receive the compensation due to the Executive through
                  the
                  last day of the calendar month in which his death
                  occurred.

              


      

       

      
        	 	
                b.

              	
                Retirement.
                  This Agreement shall be terminated upon Executive’s retirement under the
                  retirement benefit plan or plans in which he participates pursuant
                  to
                  Section 6 of this Agreement or
                  otherwise.

              


      

       

      
        	 	
                c.

              	
                Disability.

              


      

       

      
        	 	
                i.

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

              


      

       

      
        	 	
                ii.

              	
                In
                  the event of such Disability, Executive’s obligation to perform services
                  under this Agreement will terminate. The Bank will pay Executive,
                  as
                  Disability pay, an amount equal to one hundred percent (100%) of
                  Executive’s bi-weekly rate of base salary in effect as of the date of his
                  termination of employment due to Disability. Disability payments
                  will be
                  made on a monthly basis and will commence on the first day of the
                  month
                  following the effective date of Executive’s termination of employment for
                  Disability and end on the earlier of: (A) the date he returns to
                  full-time
                  employment at the Bank in the same capacity as he was employed
                  prior to
                  his termination for Disability; (B) his death; or (C) upon attainment
                  of
                  age 65. Such payments shall be reduced by the amount of any short-
                  or
                  long-term disability benefits payable to the Executive under any
                  other
                  disability programs sponsored by the Company and the Bank. In addition,
                  during any period of Executive’s Disability, Executive and his dependents
                  shall, to the greatest extent possible, continue to be covered
                  under all
                  benefit plans (including, without limitation, retirement plans
                  and
                  medical, dental and life insurance plans) of the Company and the
                  Bank, in
                  which Executive participated prior to his Disability on the same
                  terms as
                  if Executive were actively employed by the Company and the
                  Bank.

              


      


      
        
           

          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                d.

              	
                Termination
                  for Cause.

              


      

      


      
        	 	
                i.

              	
                The
                  Board may, by written notice to the Executive in the form and manner
                  specified in this paragraph, terminate his employment at any time,
                  for
                  “Cause”. The Executive shall have no right to receive compensation or
                  other benefits for any period after termination for Cause. Termination
                  for
                  “Cause” shall mean termination because of, in the good faith determination
                  of the Board, Executive’s: 

              


      

      


      
        	 	
                (1)

              	
                Personal
                  dishonesty;

              


      

      


      
        	 	
                (2)

              	
                Incompetence;

              


      

      


      
        	 	
                (3)

              	
                Willful
                  misconduct;

              


      

      


      
        	 	
                (4)

              	
                Breach
                  of fiduciary duty involving personal
                  profit;

              


      

      


      
        	 	
                (5)

              	
                Intentional
                  failure to perform stated duties;

              


      

      


      
        	 	
                (6)

              	
                Willful
                  violation of any law, rule or regulation (other than traffic violations
                  or
                  similar offenses) or a final cease-and-desist order;
                  or

              


      

      


      
        	 	
                (7)

              	
                Material
                  breach by Executive of any provision of this
                  Agreement.

              


      

      


      
        	 	
                ii.

              	
                Notwithstanding
                  the foregoing, Executive shall not be deemed to have been terminated
                  for
                  Cause by the Company and the Bank unless there shall have been
                  delivered
                  to Executive a copy of a resolution duly adopted at a meeting of
                  such
                  Board where in the good faith opinion of the Board, Executive was
                  guilty
                  of the conduct described above and specifying the particulars
                  thereof.

              


      

      


      
        	 	
                e.

              	
                Voluntary
                  Termination by Executive.
                  In addition to his other rights to terminate under this Agreement,
                  Executive may voluntarily terminate employment during the term
                  of this
                  Agreement upon at least sixty (60) days prior written notice to
                  the
                  Boards, in which case Executive shall receive only his compensation,
                  vested rights and employee benefits up to the date of his
                  termination.

              


      


      
        
           

          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      
        	 	
                f.

              	
                Without
                  Cause or With Good Reason.

              


      

      


      
        	 	
                i.

              	
                In
                  addition to termination pursuant to Sections 11(a) through 11(e)
                  the
                  Boards, may, by written notice to Executive, immediately terminate
                  his
                  employment at any time for a reason other than Cause (a termination
                  “Without Cause”) and Executive may, by written notice to the Boards,
                  immediately terminate this Agreement at any time within ninety
                  (90) days
                  following an event constituting “Good Reason” as defined below (a
                  termination “With Good Reason”).

              


      

      


      
        	 	
                ii.

              	
                Subject
                  to Section 12 of this Agreement, in the event of termination under
                  this
                  Section 11(f), Executive shall be entitled to receive his base
                  salary for
                  the remaining term of the Agreement paid in one lump sum within
                  ten (10)
                  calendar days of such termination. Also, in such event, Executive
                  shall,
                  for the remaining term of the Agreement, receive the benefits he
                  would
                  have received during the remaining term of the Agreement under
                  any
                  retirement programs (whether tax-qualified or non-qualified) in
                  which
                  Executive participated prior to his termination (with the amount
                  of the
                  benefits determined by reference to the benefits received by the
                  Executive
                  or accrued on his behalf under such programs during the twelve
                  (12) months
                  preceding his termination) and continue to participate in any benefit
                  plans of the Company or the Bank that provide health (including
                  medical
                  and dental), or life insurance, or similar coverage upon terms
                  no less
                  favorable than the most favorable terms provided to senior executives of
                  the Company and the Bank during such period. In the event that
                  the Company
                  and the Bank are unable to provide such coverage by reason of Executive
                  no
                  longer being an employee, the Company and the Bank shall provide
                  Executive
                  with comparable coverage on an individual policy
                  basis.

              


      

      


      
        	 	
                iii.

              	
                “Good
                  Reason” shall exist if, without Executive’s express written consent, the
                  Company and the Bank materially breach any of their respective
                  obligations
                  under this Agreement. Without limitation, such a material breach
                  shall be
                  deemed to occur upon any of the
                  following:

              


      

      


      
        	 	
                (1)

              	
                A
                  material reduction in Executive’s responsibilities or authority in
                  connection with his employment with the Company or the
                  Bank;

              


      

      


      
        	 	
                (2)

              	
                Assignment
                  to Executive of duties of a non-executive nature or duties for
                  which he is
                  not reasonably equipped by his skills and
                  experience;

              


      


      
        
           

          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (3)

              	
                A
                  reduction in salary or benefits contrary to the terms of this Agreement,
                  or, following a Change in Control as defined in Section 12 of this
                  Agreement, any reduction in salary or material reduction in benefits
                  below
                  the amounts to which he was entitled prior to the Change in
                  Control;

              


      

      


      
        	 	 	 	
                (4)

              	
                Termination
                  of incentive and benefit plans, programs or arrangements, or reduction
                  of
                  Executive’s participation to such an extent as to materially reduce their
                  aggregate value below their aggregate value as of the Effective
                  Date;
                  

              


      

      


      
        	 	 	 	
                (5)

              	
                A
                  requirement that Executive relocate his principal business office
                  or his
                  principal place of residence outside of the area consisting of
                  a fifty
                  (50) mile radius from the current main office and any branch of
                  the Bank,
                  or the assignment to Executive of duties that would reasonably
                  require
                  such a relocation; or

              


      

      


      
        	 	
                (6)

              	
                liquidation
                  or dissolution of the Company or the
                  Bank.

              


      

      


      
        	 	 	
                iv.

              	
                Notwithstanding
                  the foregoing, a reduction or elimination of the Executive’s benefits
                  under one or more benefit plans maintained by the Company or the
                  Bank as
                  part of a good faith, overall reduction or elimination of such
                  plans or
                  plans or benefits thereunder applicably to all participants in
                  a manner
                  that does not discriminate against Executive (except as such
                  discrimination may be necessary to comply with law) shall not constitute
                  an event of Good Reason or a material breach of this Agreement,
                  provided
                  that benefits of the type or to the general extent as those offered
                  under
                  such plans prior to such reduction or elimination are not available
                  to
                  other officers of the Company and the Bank or any company that
                  controls
                  either of them under a plan or plans in or under which Executive
                  is not
                  entitled to participate.

              


      

       

      
        	 	
                g.

              	
                Continuing
                  Covenant Not to Compete or Interfere with Relationships.
                  Regardless of anything herein to the contrary, following a termination
                  by
                  the Company and the Bank or Executive pursuant to Section
                  11(f):

              


      

      


      
        	 	
                i.

              	
                Executive’s
                  obligations under Section 10(c) of this Agreement will continue
                  in effect;
                  and

              


      

      


      
        	 	 	
                ii.

              	
                During
                  the period ending on the first anniversary of such termination,
                  the
                  Executive shall not serve as an officer, director or employee of
                  any bank
                  holding company, bank, savings bank, savings and loan holding company,
                  or
                  mortgage company (any of which, a “Financial Institution”) which Financial
                  Institution offers products or services competing with those offered
                  by
                  the Bank from any office within fifty (50) miles from the main
                  office or
                  any branch of the Bank and shall not interfere with the relationship
                  of
                  the Company and the Bank and any of its employees, agents, or
                  representatives. 

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

        
          12.        
Termination
        in Connection with a Change in Control.
        For
        purposes of this Agreement, a Change in Control means any of the following
        events:

      


      (i) Merger:
        The
        Company merges into or consolidates with another corporation, or merges another
        corporation into the Company, and as a result less than a majority  of the
        combined voting power of the resulting corporation immediately after the
        merger
        or consolidation is held by persons who were stockholders of the Company 
immediately before the merger or consolidation.

      


      (ii) Acquisition
        of Significant Share Ownership:
        There
        is filed or required to be filed a report on Schedule 13D or another form
        or
        schedule (other than Schedule 13G) required under Sections 13(d) or 14(d)
        of the
        Securities Exchange Act of 1934, if the schedule discloses that the filing
        person or persons acting in concert has or have become the beneficial owner
        of
        25% or more of a class of the Company’s voting securities, but this clause (b)
        shall not apply to beneficial ownership of Company voting shares held in
        a
        fiduciary capacity by an entity of which the Company directly or indirectly
        beneficially owns 50% or more of its outstanding voting securities.

      


      (iii) Change
        in Board Composition:
        During
        any period of two consecutive years, individuals who constitute the Company’s
        Board of Directors at the beginning of the two-year period cease for any
        reason
        to constitute at least a majority of the Company’s Board of Directors; provided,
        however, that for purposes of this clause (iii),
        each director who is first elected by the board (or first nominated by the
        board
        for election by the stockholders) by a vote of at least two-thirds (2/3)
        of the
        directors who were directors at the beginning of the two-year period shall
        be
        deemed to have also been a director at the beginning of such period;
        or

      


      (iv) Sale
        of Assets:
        The
        Company sells to a third party all or substantially all of its assets.


      


      Notwithstanding
        anything in this Agreement to the contrary, in no event shall reorganization
        of
        the Bank from the mutual holding company form or organization to the full
        stock
        holding company form of organization (including the elimination of the mutual
        holding company) constitute a “Change in Control” for purposes of this
        Agreement.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	
                    
                  a.

              	
                Termination.
                  If within the period ending two (2) years after a Change in Control,
                  (i)
                  the Company and the Bank shall terminate the Executive’s employment
                  Without Cause, or (ii) Executive voluntarily terminates his employment
                  With Good Reason, the Company and the Bank shall, within ten calendar
                  days
                  of the termination of Executive’s employment, make a lump-sum cash payment
                  to him equal to 2.99 times the Executive’s average Annual Compensation
                  over the five (5) most recently completed calendar years ending
                  with the
                  year immediately preceding the effective date of the Change in
                  Control. In
                  determining Executive’s average Annual Compensation, Annual Compensation
                  shall include base salary and any other taxable income, including
                  but not
                  limited to amounts related to the granting, vesting or exercise
                  of
                  restricted stock or stock option awards, commissions, bonuses (whether
                  paid or accrued for the applicable period), as well as, retirement
                  benefits, director or committee fees and fringe benefits paid or
                  to be
                  paid to Executive or paid for Executive’s benefit during any such year,
                  profit sharing, employee stock ownership plan and other retirement
                  contributions or benefits, including to any tax-qualified plan
                  or
                  arrangement (whether or not taxable) made or accrued on behalf
                  of
                  Executive of such year. The cash payment made under this Section
                  12(a)
                  shall be made in lieu of any payment also required under Section
                  11(f) of
                  this Agreement because of a termination in such period. Executive’s rights
                  under Section 11(f) are not otherwise affected by this Section
                  12. Also,
                  in such event, the Executive shall, for a thirty-six (36) month
                  period
                  following his termination of employment, receive the benefits he
                  would
                  have received over such period under any retirement programs (whether
                  tax-qualified or nonqualified) in which the Executive participated
                  prior
                  to his termination (with the amount of the benefits determined
                  by
                  reference to the benefits received by the Executive or accrued
                  on his
                  behalf under such programs during the twelve (12) months preceding
                  the
                  Change in Control) and continue to participate in any benefit plans
                  of the
                  Company and the Bank that provide health (including medical and
                  dental),
                  or life insurance, or similar coverage upon terms no less favorable
                  than
                  the most favorable terms provided to senior executives of the Bank
                  during
                  such period. In the event that the Company and the Bank are unable
                  to
                  provide such coverage by reason of the Executive no longer being
                  an
                  employee, the Company and the Bank shall provide the Executive
                  with
                  comparable coverage on an individual
                  policy.

              


      

      


      
        	  	
                 b.

              	
                The
                  provisions of Section 12 and Sections 14 through 25, including
                  the defined
                  terms used is such sections, shall continue in effect until the
                  later of
                  the expiration of this Agreement or two (2) years following a Change
                  in
                  Control.

              


      

       

      13.   Indemnification
        and Liability Insurance.
        Subject
        to and limited by Section 26(f) of this Agreement, the Bank and the Company
        shall provide the following:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
        	 	
                    
                  a.

              	
                Indemnification.
                  The Company and the Bank agree to indemnify the Executive (and
                  his heirs,
                  executors, and administrators), and to advance expenses related
                  thereto,
                  to the fullest extent permitted under applicable law and regulations
                  against any and all expenses and liabilities reasonably incurred
                  by him in
                  connection with or arising out of any action, suit, or proceeding
                  in which
                  he may be involved by reason of his having been a director or Executive
                  of
                  the Company, the Bank or any of their subsidiaries (whether or
                  not he
                  continues to be a director or Executive at the time of incurring
                  any such
                  expenses or liabilities) such expenses and liabilities to include,
                  but not
                  be limited to, judgments, court costs, and attorney’s fees and the cost of
                  reasonable settlements, such settlements to be approved by the
                  Board, if
                  such action is brought against the Executive in his capacity as
                  an
                  Executive or director of the Company and the Bank or any of their
                  subsidiaries. Indemnification for expense shall not extend to matters
                  for
                  which the Executive has been terminated for Cause. Nothing contained
                  herein shall be deemed to provide indemnification prohibited by
                  applicable
                  law or regulation. Notwithstanding anything herein to the contrary,
                  the
                  obligations of this Section 13 shall survive the term of this Agreement
                  by
                  a period of six (6) years.

              


      

      


      
        	 	
                    
                  b.

              	
                Insurance.
                  During the period in which indemnification of the Executive is
                  required
                  under this Section, the Company and the Bank shall provide the
                  Executive
                  (and his heirs, executors, and administrators) with coverage under
                  a
                  directors’ and Executives’ liability policy at the expense of the Company
                  and the Bank, at least equivalent to such coverage provided to
                  directors
                  and senior Executives of the Company and the
                  Bank.

              


      

      
 

      14.   Reimbursement
        of Executive’s Expenses to Enforce this Agreement.
        The
        Company and the Bank shall reimburse the Executive for all reasonable
        out-of-pocket expenses, including, without limitation, reasonable attorney’s
        fees, incurred by the Executive in connection with successful enforcement
        by the
        Executive of the obligations of the Company and the Bank to the Executive
        under
        this Agreement. Successful enforcement shall mean the grant of an award of
        money
        or the requirement that the Company and the Bank take some action specified
        by
        this Agreement: (i) as a result of court order; or (ii) otherwise by the
        Company
        and the Bank following an initial failure of the Company and the Bank to
        pay
        such money or take such action promptly after written demand therefor from
        the
        Executive stating the reason that such money or action was due under this
        Agreement at or prior to the time of such demand.

      


       15.        
        Limitation
        of Benefits under Certain Circumstances.
        If
        the
        payments and benefits pursuant to Section 12 of this Agreement, either alone
        or
        together with other payments and benefits which the Executive has the right
        to
        receive from the Company and the Bank, would constitute a “parachute payment”
under Section 280G of the Code, the payments and benefits pursuant to Section
        12
        shall be reduced or revised, in the manner determined by the Executive, by
        the
        amount, if any, which is the minimum necessary to result in no portion of
        the
        payments and benefits under Section 12 being non-deductible to the Company
        and
        the Bank pursuant to Section 280G of the Code and subject to the excise tax
        imposed under Section 4999 of the Code. The determination of any reduction
        in
        the payments and benefits to be made pursuant to Section 12 shall be based
        upon
        the opinion of the Company and the Bank’s independent public accountants and
        paid for by the Company and the Bank. In the event that the Company, the
        Bank
        and/or the Executive do not agree with the opinion of such counsel, (i) the
        Company and the Bank shall pay to the Executive the maximum amount of payments
        and benefits pursuant to Section 12, as selected by the Executive, which
        such
        opinion indicates there is a high probability of such payments and benefits
        being deductible to the Company and the Bank and not subject to the imposition
        of the excise tax imposed under Section 4999 of the Code and (ii) the Company
        and the Bank may request, and the Executive shall have the right to demand
        that
        they request, a ruling from the IRS as to whether the disputed payments and
        benefits pursuant to Section 12 have such consequences. Any such request
        for a
        ruling from the IRS shall be promptly prepared and filed by the Company and
        the
        Bank, but in no event later than thirty (30) days from the date of the opinion
        of counsel referred to above, and shall be subject to the Executive’s approval
        prior to filing, which shall not be unreasonably withheld. The Company, the
        Bank
        and the Executive agree to be bound by any ruling received from the IRS and
        to
        make appropriate payments to each other to reflect any such rulings, together
        with interest at the applicable federal rate provided for in Section 7872(f)(2)
        of the Code.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


       16.        
         Injunctive
        Relief.
        If
        there
        is a breach or threatened breach of Section 11(g) of this Agreement or the
        prohibitions upon disclosure contained in Section 10(c) of this Agreement,
        the
        parties agree that there is no adequate remedy at law for such breach, and
        that
        the Company and the Bank shall be entitled to injunctive relief restraining
        the
        Executive from such breach or threatened breach, but such relief shall not
        be
        the exclusive remedy hereunder for such breach. The parties hereto likewise
        agree that the Executive, without limitation, shall be entitled to injunctive
        relief to enforce the obligations of the Company and the Bank under this
        Agreement.

      


      17.          
        Successors
        and Assigns.

       

      
        	
              	
                 a.

              	
                
                  This
                    Agreement shall inure to the benefit of and be binding upon any
                    corporate
                    or other successor of the Company and the Bank which shall acquire,
                    directly or indirectly, by merger, consolidation, purchase or
                    otherwise,
                    all or substantially all of the assets or stock of the Company
                    and the
                    Bank.

                

              


      

       

        	
              	
                 b.

              	
                
                  Since
                    the Company and the Bank are contracting for the unique and personal
                    skills of Executive, Executive shall be precluded from assigning
                    or
                    delegating his rights or duties hereunder without first obtaining
                    the
                    written consent of the Company and the
                    Bank.

                

              

 

      18.          
        No
        Mitigation.
        Executive
        shall not be required to mitigate the amount of any payment provided for
        in this
        Agreement by seeking other employment or otherwise and no such payment shall
        be
        offset or reduced by the amount of any compensation or benefits provided
        to
        Executive in any subsequent employment.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


                     
        19.   Notices.
        All
        notices, requests, demands and other communications in connection with this
        Agreement shall be made in writing and shall be deemed to have been given
        when
        delivered by hand or 48 hours after mailing at any general or branch United
        States Post Office, by registered or certified mail, postage prepaid, addressed
        to the Company and/or the Bank at their principal business offices and to
        Executive at his home address as maintained in the records of the Company
        and
        the Bank.

       

             
        20.   No
        Plan Created by this Agreement.
        Executive,
        the Company and the Bank expressly declare and agree that this Agreement
        was
        negotiated among them and that no provision or provisions of this Agreement
        are
        intended to, or shall be deemed to, create any plan for purposes of the Employee
        Retirement Income Security Act or any other law or regulation, and each party
        expressly waives any right to assert the contrary. Any assertion in any judicial
        or administrative filing, hearing, or process that such a plan was so created
        by
        this Agreement shall be deemed a material breach of this Agreement by the
        party
        making such an assertion.

      


             
        21.   Amendments.
        No
        amendments or additions to this Agreement shall be binding unless made in
        writing and signed by all of the parties, except as herein otherwise
        specifically provided.

      


              
        22.         Applicable
        Law.
        Except
        to the extent preempted by Federal law, the laws of the State of Nebraska
        shall
        govern this Agreement in all respects, whether as to its validity, construction,
        capacity, performance or otherwise.

      


         
        23.         
Severability.
        The
        provisions of this Agreement shall be deemed severable and the invalidity
        or
        unenforceability of any provision shall not affect the validity or
        enforceability of the other provisions hereof.

      


              
        24.          Headings.
        Headings
        contained herein are for convenience of reference only.

      


             
        25.         Entire
        Agreement.
        This
        Agreement, together with any understanding or modifications thereof as agreed
        to
        in writing by the parties, shall constitute the entire agreement among the
        parties hereto with respect to the subject matter hereof, other than written
        agreements with respect to specific plans, programs or arrangements described
        in
        Sections 5 and 6. 

      


              
        26.          Required
        Provisions.
        In the
        event any of the foregoing provisions of this Section 26 are in conflict
        with
        the terms of this Agreement, this Section 26 shall prevail.

       

      	a.         
                	
              The
                Bank’s board of directors may terminate Executive’s employment at any
                time, but any termination by the Bank, other than Termination for
                Cause,
                shall not prejudice Executive’s right to compensation or other benefits
                under this Agreement. Executive shall not have the right to receive
                compensation or other benefits for any period after Termination for
                Cause
                as defined in Section 11(d) hereinabove.

            


       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

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

                

              


      

       

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

                

              


      

              
        
        	 d.            	
                
                  If
                    the Bank is in default as defined in Section 3(x)(1) of the Federal
                    Deposit Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank
                    under this contract shall terminate as of the date of default,
                    but this
                    paragraph shall not affect any vested rights of the contracting
                    parties.

                

              

    

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

                

              




      
        	 f.            	
                
                  Any
                    payments made to employees pursuant to this Agreement, or otherwise,
                    are
                    subject to and conditioned upon their compliance with 12 U.S.C.
§1828(k)
                    and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and
                    Indemnification Payments. 

                

              


      

       

      
        
           

          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this Agreement on the date first set forth
        above.

       

      
        	 Attest:	 	 EQUITABLE FINANCIAL
                CORP. 
	 	 	 	 
	 	 	 	 
	/s/
                Joanne Roush
                Holmes	 	 By:	/s/
                H. Lawrence
                Hanson
	
                

              	 	 	
                
                  

                

                H.
                  Lawrence Hanson

                On
                  behalf of the Board of Directors 

              


      

       

       

      
        
          	 Attest:	 	 EQUITABLE
                  BANK
	 	 	 	 
	 	 	 	 
	/s/
                  Joanne Roush
                  Holmes	 	 By:	/s/
                  H. Lawrence Hanson 
	
                  

                	 	 	
                  
                    

                  

                  H.
                    Lawrence Hanson

                  On
                    behalf of the Board of Directors 

                


        

        

           

          
            
              	 Witness:	 	 EXECUTIVE
	 	 	 	 
	 	 	 	 
	//s/
                      Kim
                      Marco	 	    
                      	/s/
                      Richard L. Harbaugh
	
                      

                    	 	 	
                      
                        
Richard
                        L. Harbaugh

                    


            

             

            
              
                
                

              

              
                14