exv10w8



 





Exhibit 10.8




FIRST
FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN




     The Board of Directors of First Federal Savings Bank has adopted this plan in order to provide
deferred income and retirement benefits for its directors and any officers selected by the Board of
Directors. The Plan is tax-qualified under Section 401 of the
Code, and is unfunded and primarily
for a select group of management or highly compensated employees within the meaning of Section
201(2) of the Employee Retirement Income Security Act of 1974, as amended.



ARTICLE I

Definitions




     The following words and phrases, when used in the Plan with an initial capital letter, shall
have the meanings set forth below unless the context clearly indicates otherwise.



     1.1 “Acceptance” shall mean acceptance, by the Committee, of a Deferral Election Form, a
Distribution Election Form, or an Investment Election Form (which acceptance shall be presumed
unless, within ten business days of delivery of a Participant’s election to a Director, the
Committee provides the Participant with a written notice detailing the reasons for its rejection).



     1.2 “Account” shall mean a bookkeeping account maintained by the Bank in the name of each
Participant.



     1.3 “Affiliate” shall mean any “parent corporation” or “subsidiary corporation” of the Bank,
as the terms are defined in Section 424(e) and (f), respectively, of the Code.



     1.4 “Bank” shall mean First Federal Savings Bank, and any successor to its interest.



     1.5 “Beneficiary” shall mean the person or persons whom a Participant may designate as the
beneficiary of the Participants Benefits under Article II, and shall mean the Participant’s estate
in the absence of a valid designation. A Participant’s election of a Beneficiary shall be made on
the Distribution Election Form, shall be revocable by the Participant during his or her lifetime,
and shall be effective only upon its Acceptance by the Committee.



     1.6 “Benefits” shall mean any and all benefits that are or may become payable under Article II
of the Plan.



     1.7 “Board” shall mean the Board of Directors of the Bank.



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     1.8 “Change in Control” shall mean (i) the execution of an agreement for the sale of all, or a
material portion, of the assets of the Bank; (ii) the execution of an agreement for a merger,
consolidation, or other transaction of the Bank whereby the Bank is not the surviving entity; (iii)
a change of control of the Bank, as defined or determined under the regulations or policies of the
Bank’s primary regulator; (iv) the acquisition, directly or indirectly, of the
beneficial ownership within the meaning of that term as it is used in Section 13(d) of the
1934 Act and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more
of the outstanding voting proxies or securities of the Bank by any person, trust, entity, or group.
This limitation shall not apply to a transaction in which either the Bank merely converts to stock form or
forms a holding company or up to 30% of any class of securities of the Bank are purchased by a
tax-qualified employee stock benefit plan of the Bank or any Affiliate. The term “person” refers to
an individual or a corporation, partnership, trust, Bank, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not specifically listed
herein. References herein to the “Bank” shall also refer to any company that at any future time
becomes the owner of more than 50% of the Bank’s assets or securities.



     1.9 “Code” shall mean the Internal Revenue Code of 1986, as amended.



     1.10 “Committee” shall mean any committee that the Board may appoint to administer and
effectuate the Plan. The Committee shall act only by a majority of its members, and may act through
meetings or written consents. Notwithstanding the foregoing, the Board may at any time act in lieu
of the Committee with respect to any action that the Committee may take pursuant to the Plan.



     1.11 “Common Stock” shall mean the common stock, if any, of the Bank, but shall mean common
stock of a holding company of the Bank if one is formed for that purpose independently of a Change
in Control.



     1.12 “Deferrals” shall mean any Participant-directed deferrals that occur pursuant to Section
2.3 hereof.



     1. l3 “Deferral Election Form” shall mean the form attached hereto as Exhibit “A”.



     1.14 “Director” shall mean a member of the Board.



     1.15 “Distribution Election Form” shall mean the form attached hereto as Exhibit “B”.



     1.16 “Effective Date” shall mean December ___,1998.



     1.17 “Employee” shall mean any person to whom the Bank or an Affiliate pays “wages” that are
reportable to the Internal Revenue Service on Form W-2 (or a successor form thereto).



     1.18 “Investment Election Form” shall mean the form attached as Exhibit “C”.



     1.19 “Just Cause” shall mean misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violations of any law, rule or
regulation(other than traffic violations or similar offenses), or final cease-and-desist orders.



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     1.20 “Participant” shall mean (i) an individual who serves as a Director of the Bank on the
Effective Date, regardless of whether or not the Director is an Employee; and (ii) any
Director or Employee whom the Board, specifically selects for participation in the Plan after
the Effective Date, provided that an Employee shall be eligible for Plan participation only if the
Employee is a member of a select group of the Bank’s management or highly compensated employees for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended from time to
time.



     1.21 “Plan” shall mean this First Federal Savings Bank Deferred Compensation Plan.



     1.22 “Plan Year” shall mean the one-year period that begins each January 1, except the initial
Plan Year shall begin on the Elective Date and end on December 31, 1998.



     1.23 “ROAA” shall mean the return-on-average-assets for the Bank and its Affiliates as
determined by the Committee in accordance with generally accepted accounting principals, but
subject to the Committee’s discretion to take into account or disregard extraordinary financial
events impacting the Bank or its Affiliates.



     1.24 “Trust” shall mean the trust created under the Trust Agreement.



     1.25 “Trust Agreement” shall mean the agreement entered into between the Bank and the Trustee,
pursuant to the terms hereof.



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



     1.27 “Year of Service” shall mean each full year of a Participants service, measured from
the date a Participant initially commences such service, as a Director or Employee of the Bank or
an Affiliate (but disregarding service as an emeritus or advisory director).



ARTICLE II

Credits to Accounts; Life Insurance




     2.1 Initial Credits. On the Effective Date, the Bank shall make the following credits to the
Accounts of Participants: (i) the Account for each non-Employee Director will receive a credit
equal to the product of $1,000 and the number of Years of Service of the Directors; (ii) the
Account for each Executive Vice President will receive a credit equal to the product of $2,000 and
the number of Years of Service of the Executive Vice President; and (iii) the Account for the Chief
Executive Officer will receive a credit equal to the product of $4,000 and the number of his Years
of Service.



     2.2 Future Credits. On each December 31st after 1998, the Bank shall make a credit to the
Account of each Participant remaining in service as a Director or Employee of the Bank or an
Affiliate. The amount of each credit will equal ___% of the annual cash fees that a non-Employee
Director receives, ___% of the annualized base salary, on the date of the credit, of each
participating Employee other than the Bank’s Chief Executive Officer, and % of the Chief Executive
Officer’s annualized base salary on the date of the credit; provided, however that
Directors who are over the age of 70 and Employees who are over the age of 65 will have such dollar
amount subtracted from, instead of added to, their respective Accounts.



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     2.3 Deferrals. Each Participant may elect, on the Deferral Election Form, to make Deferrals by
directing that his or her fees, salary, bonuses, or other cash compensation be reduced on a pre-tax
basis. Participants may elect to defer up to 25% of their salary and up to 100% of any board fees
or cash bonuses. Such elections shall (i) be irrevocable until the end of the calendar year in
which they are made, and (ii) be effective on the January 1st following their Acceptance, provided
that a Participant may elect to have an election take effect as soon as administratively
practicable with respect to cash compensation that the Participant may receive in the future and as
to which the Participant currently has no legal right or claim. As soon as practicable after the
end of each pay period, the Bank shall credit each Participant’s Account with any Deferrals that
occurred during the pay period.



     2.4 Investment Return. At the end of each calendar year during which a Participant’s Account
has a positive value, the Bank shall credit the Participant’s Account with an investment return
based on the Participant’s election between (i) the highest annual return that the Bank is paying,
on January 1 of the particular year, for certificates of deposit having a term of one year or less,
and (ii) the difference between the Bank’s actual ROAA and 95% of its targeted ROAA for that year.
Such elections shall be irrevocable except with respect to Deferrals and credits under Section 2.2
that occur after the date of a superseding election, and be effective on the January 1st following
their Acceptance. For any calendar year during which a Participant does not have an investment
election in place, his Account shall be credited with the highest rate of return paid by the Bank
on its one-year, certificates of deposit (determined as of January 1st of that year). In the
events of a stock conversion or mutual holding company reorganization by the Bank, each
Participant may elect to have his or her Account credited with the total return on the resulting
Common Stock.



     2.5 Short-swing Profit Rule. If the Bank were to sell stock as part of a conversion or mutual
holding company reorganization and if a Participant elects to have his or her Account appreciate or
depreciate based on changes in the value of the Common Stock, the effectiveness of any investment
election that the Participant makes shall be deferred until the next following date on which said
election would not result in an “opposite way” transaction for purposes of SEC Rule 16b-3. For
purposes of this paragraph, an “opposite way” transaction means an election that affects a “sale”
of the Common Stock by a Participant within six months of an election that affects a “purchase”
(and vice versa), whether under this Plan or another plan maintained by the Bank. This six-month
“opposite way” rule will not apply, however, if the Participant elects to receive a distribution in
connection with either his or her death or termination of the Participant’s service
with the Bank.



     2.6 Life Insurance. Pursuant to the Plan, the Bank will provide any life insurance that
an Employee who is a Participant would lose if the Bank at any time
terminates its defined benefit
pension plan. The rights of each affected Participant and the obligations of the Bank shall be
determined pursuant both (i) to the terms of such defined benefit pension plan that are in effect
immediately before its termination, and (ii) to federal law that is then applicable to said plan.




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ARTICLE III

Vesting: Distributions from Accounts




     3.1 Vesting. Each Participant shall at all times be fully vested in his or her Account, except
where the Participant’s employment with the Bank terminates due to Just Cause, then the Participant
shall automatically forfeit the portion of his or her Account that is not attributable to
Deferrals.



     3.2 In-Service Hardship Distributions. If the Participant or a member of the Participant’s
immediate family (or a dependent of the Participant) should suffer one or more of the following
unforeseen hardships, the Participant may apply to the Committee for a withdrawal of all or part of
the vested portion of his or her Account:




	 	(i)	 	extraordinary medical expenses, or
	 
	 	(ii)	 	other unforeseeable and severe financial hardships that the Committee may
generally recognize.





     The Committee shall have sole and complete discretion over whether or not to grant a
Participant’s request for a hardship withdrawal, provided that (i) the Committee shall make its
decisions in a uniform and nondiscriminatory manner, and (ii) the Participant who requests a
withdrawal shall abstain from participation in, and voting on, such request. If the Committee
approves a withdrawal, the Bank shall pay the approved amount to the Participant as soon as
practicable, and shall treat said amount as a pro-rata reduction from each measure of investment
return then in effect under Section 2.4 hereof.



     3.3 Post-Termination Distributions. The Bank shall pay a Participant’s Account in cash, in
substantially equal annual payments over a period of five years, beginning as soon as
administratively practicable following the Participant’s termination of employment for any reason
other than Just Cause or death; provided that a Participant may elect on the Distribution Election
Form to have his or her Account paid in an immediate lump sum distribution or in annual payments
over a period not exceeding 10 years.



     3.4 Distribution Elections. In order to be effective, Acceptance of a Participant’s
Distribution Election Form must occur, either (i) more than one year before the date on
which the Participant’s service as an Employee terminates for
any reason or (ii) within 30 days of
the Participant’s initial commencement of Plan participation, or (iii) more than 90 days
before the closing of a Change in Control. In the event a Participant files more than one valid
Distribution Election Form, the most recent valid election shall supersede any and all prior
elections. Nevertheless, Beneficiary designations made pursuant to executed Election Forms shall be revocable
during the Participant’s lifetime and a Participant may, by submitting an effective superseding
Election Form at any time and from time to time, prospectively change the designated Beneficiary
and the manner of payment to a Beneficiary.



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     3.5 Death Benefits. If a Participant dies before receiving all Benefits payable pursuant to
Section 3.3, then the remaining vested balance of the Participant’s Account shall be distributed in
a lump sum to the Participant’s Beneficiary as soon as administratively practicable following the
date of the Participant’s death; provided that a Participant may specify on the Distribution
Election Form the distribution period elected by the Participant pursuant to Section 3.3 hereof.



     3.6 Change in Control. In the event of a Change in Control, the Bank and the Participant have
the right to mutually agree to limit payments that they might consider excess “golden parachute
payments” as defined under §280G and 4999 of the Code.



ARTICLE IV

Source of Benefits




     4.1 General Rule. Benefits accumulated under the Plan shall constitute an unfunded, unsecured
promise by the Bank to provide such payments in the future, as and to the extent such Benefits
become payable. Benefits accumulated under the Plan shall be paid from the general assets of the
Bank, and no person shall, by virtue of this Plan, have any interest in such assets, other than as
an unsecured creditor of the Bank. For any Plan Year during which a Trust is maintained, (i) the
Trustee shall inform the Committee annually prior to the commencement of each fiscal year as to the
manner in which such Trust assets shall be invested, and (ii) the Committee shall, as soon as
practicable after the end of each calendar quarter, provide the Trustee with a schedule specifying
the amount of any Trust contribution that is attributable to the Participant’s Account. The Bank
shall also, at least annually, provide the Trustee with a schedule specifying the amounts payable
to each Participant, and the time for making such payments. All interest, dividends, and realized
gain/losses on Trust assets will be taxed to the Bank.



     4.2 Trust Funding on Change in Control. In the event of a Change in Control, the Bank shall
contribute to the Trust an amount sufficient to provide the Trust, with assets having an overall
value equivalent to the value of the aggregate Account balances under the Plan.



ARTICLE V

Recordkeeping; Plan Expenses




     The Committee shall be responsible for maintaining all Accounts, with particular reference to
contribution sources and allocating gains and losses (at least quarterly), and shall prepare
Account reports for the Participants and the Bank. The Committee in its discretion may appoint or
remove a third-party record keeper. The Bank shall pay all expenses associated with the Plan and
the Trust.



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ARTICLE VI

Assignment




     Except as otherwise expressly provided by this Plan, it is agreed that neither the Participant
nor his or her Beneficiary, to include the Participant’s executors and administrators, heirs,
legatees, distributes, and any other person or persons claiming any benefits under him or her under
this Plan, shall have any right to assign, transfer, pledge, hypothecate, sell, transfer,
alienate, and encumber or otherwise convey the right to receive any Benefits hereunder, which
Benefits and the rights thereto are expressly declared to be nontransferable. The right to receive
Benefits under this Plan shall likewise not be subject to execution, attachment, garnishment,
sequestration or similar legal, equitable or other process to the benefit of the Participant’s
creditors. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the
Participant’s rights to receive Benefits under this Plan or the levy of any attachment, garnishment
or similar process thereupon, shall be null and void and without effect.



ARTICLE VII

No Retention of Services




     The Benefits payable under this Plan shall be independent of, and in addition to, any other
compensation payable by the Bank to a Participant, whether in the form of fees, bonus, retirement
income under employee benefit plans sponsored or maintained by the Bank or otherwise. This Plan
shall not be deemed to constitute a contract of employment between the Bank and any Participant.



ARTICLE VIII

Rights of Participants and Beneficiaries




     The rights (if any) of Participants and their Beneficiaries under this Plan shall be solely
those rights of unsecured creditors of the Bank.



ARTICLE IX

Reorganization




     The Bank agrees that it will not merge or consolidate with any other corporation or
organization, or permit its business activities to be taken over by any other organization, unless
and until the succeeding or continuing corporation or other organization shall expressly assume the
rights and obligations of the Bank herein set forth. The Bank further agrees that it will not
cease its business activities or terminate its existence, other than as heretofore set forth in
this Article IX, without having made adequate provision for the fulfillment of its obligation
hereunder.



ARTICLE X

Amendment and Termination




     The Board may amend or terminate the Plan at any time, provided that no such amendment or
termination shall, without the written consent of an affected Participant, alter or impair either
the vested balance credited to the Participant’s Account or any rights that the Participant has
accrued under the Plan.



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ARTICLE XI

State Law




     This Plan shall be construed and governed in all respects under and by the laws of the State
of Tennessee, except to the extent preempted by federal law. If any provision of this Plan shall be
held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.



ARTICLE XII

Headings; Gender




     Headings and subheadings in this Plan are inserted for convenience and reference only and
constitute no part of this Plan. This Plan shall be construed, where
required, so that the
masculine gender includes the feminine.



ARTICLE XIII

Interpretation of the Plan




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



ARTICLE XIV

Disputes; Legal Fees




     14.1 Generally. Any controversy or claim that arises under this Plan and cannot be settled by
the parties shall be addressed solely in the federal or state courts located in Clarksville,
Tennessee, or in the closest jurisdiction thereto if no state or federal court exists in
Clarksville at the time of such review.



     14.2 Reimbursement of Legal Fees. In the event that any dispute arises between the Participant
and the Bank as to the terms or interpretation of this Plan, whether instituted by formal legal
proceedings or otherwise, including any action that the Participant takes to enforce the terms of
this Plan or to defend against any action taken by the Bank or an Affiliate, the Participant shall
be reimbursed for all costs and expenses, including reasonable attorneys’ fees, arising from such
dispute, proceedings or actions, provided that the Participant shall obtain a final judgment or,
settlement substantially in favor of the Participant either in a court of competent jurisdiction or
in binding arbitration under the rules of the American Arbitration Association or in a written
settlement of the dispute. Such reimbursement shall be paid within ten (10) days of Participant’s
furnishing to the Bank written evidence, which may be in the form, among other things, of a
canceled check or receipt, of any costs or expenses incurred by the Participant.



     14.3 Indemnification. To the maximum extent allowed by law, the Bank shall indemnify each
member of the Committee and each Trustee who is a Director or Employee for
any loss arising from their actions under the Plan and Trust; provided that such
indemnification shall not occur for actions that constitute Just Cause.



ARTICLE XV

Duration of Plan




     Unless terminated earlier in accordance with Article X, this Plan shall remain in effect
during the term of service of the Participants and until all Benefits payable hereunder have been
made.



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Plan Exhibit “A”




FIRST FEDERAL SAVINGS BANK

DEFERRED CONDENSATION PLAN




Deferral Election Form




     AGREEMENT,
made this ___ day of ___, 199___, by and between the undersigned
participant (the “Participant”) in the First Federal Savings Bank Deferred Compensation Plan (the
“Plan”) and First Federal Savings Bank (the “Bank”).



     WHEREAS, the Bank has established the Plan, and the Participant is eligible to participate in
said Plan.



     NOW, THEREFORE, it is mutually agreed as follows:



     1. The Participant, by the execution hereof, agrees to participate in the Plan upon the terms
and conditions set forth therein, and, in accordance therewith, elects to defer the receipt of:




___% of the Participant’s base salary (up to 25%).




___% of the Participant’s director’s fees, bonuses or other cash compensation
(up to 100%).



     2. Unless
the Participant checks this space ___ thereby designating the next January 1st as
this election’s effective date, this election will supersede any prior. election and will take
effect as soon as practicable hereafter (but only with respect to future compensation as to which
the Participant has no current legal right or claim through the rending of services).



     3. This election will continue in force until ram the effective date of a superseding election
by the Participant, at until the Participant terminates service with the Bank, DI until the Plan is
terminated by appropriate corporate action, whichever shall first occur.



     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first
above-written.



	 	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	FIRST FEDERAL SAVINGS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 
	 


	 	 	 	 	 	 

A member of the Board
	 	 






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Plan Exhibit “B”




FIRST FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN




Distribution Election Form




     AGREEMENT,
made this ___ day of ___, 199___, by and between the undersigned
participant (the “Participant”) in the First Federal Savings Bank Deferred Compensation Plan (the
“Plan”), and First Federal Savings Bank (the “Bank”) with respect to distribution of the
Participant’s benefits under the Plan.



     NOW, THEREFORE, it is mutually agreed as follows:



     1. Form or Payment Generally. The Participant, by the execution hereof, agrees to
participate in the Plan upon the terms and conditions set forth therein, and, in accordance
therewith, elects to have his or her Account distributed as follows:




	 	o	 	in a lump sum.
	 
	 	o	 	in substantially equal annual payments over a period of
___ years.





     2. Timing of Payment. Payment of a Participant’s first annual installment from his or
her Account shall occur as soon as administratively practicable after the Participant terminates
service with the Bank. Payment of any subsequent annual installments shall be occur no later than
March 31 of each calendar year thereafter.



     3. Medium of Payment. Any benefits payable to the Participant shall be paid —




	 	o	 	in cash only.
	 
	 	o	 	in cash and any shares of common stock of the Bank (or its holding
company, if one is formed) that are held in the Plan’s grantor trust for the
Participant’s benefit.





     4. Form of Payment of Beneficiary. In the event of the Participant’s death, his or
her Account shall be distributed




	 	o	 	in one lump sum payment.
	 
	 	o	 	in accordance with the payment schedule selected in paragraph 1 hereof
(with payments made as though the Participant survived to collect all benefits,
and as though the Participant terminated service on the date of his or her
death, if payments had not already begun).




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     5. Designation of Beneficiary. In the event of the Participant’s death before he or
she has collected all of the benefits payable under the Plan, the Participant hereby directs that
any survivorship benefits payable under Article III of the Plan be distributed to the beneficiary
or beneficiaries designated under subparagraphs a and b of this paragraph 5 in the medium elected
pursuant to paragraph 3 above:



     a. Primary Beneficiary. The Participant hereby designates the person(s) named below
to be his or her primary beneficiary and to receive the balance of any unpaid benefits under the
Plan.



	 	 	 	 	 	 	 	 	 
	Name(s) of	 	 	 	 	 	Percentage of	 
	Primary Beneficiary	 	Mailing Address	 	 	Death Benefit	 
	 
	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 	%	 






     b. 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(s) of	 	 	 	 	 	Percentage of	 
	Primary Beneficiary	 	Mailing Address	 	 	Death Benefit	 
	 
	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 	%	 






     6. Effect of Election. The elections made in paragraphs 1, 2 and 3 hereof shall
become irrevocable on the earlier of (1) the Participant’s death, (2) the date one year before the
Participant first becomes entitled to receive a distribution under Article III of the Plan, and
(3) the date 90 days before a Change in Control. The Participant may, by submitting an effective
superseding Distribution Election Form at any time and from time to time, prospectively change the
beneficiary designation and the manner of payment to a Beneficiary. Such elections shall, however,
become irrevocable upon the Participant’s death.



     7. Mutual Commitments. The Bank agrees to make payment of all amounts due
the Participant in accordance with the terms of the Plan and the elections made by the
Participants herein. The Participant agrees to be bound by the terms of the Plan, as
in effect on the date hereof or properly amended hereafter.



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     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first
above-written.



	 	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	FIRST FEDERAL SAVINGS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 
	 


	 	 	 	 	 	 

A duly authorized Committee Member
	 	 






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Plan Exhibit “C”




FIRST FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN




Investment Election Form




     WHEREAS, First Federal Savings Bank (the “Bank”) has established the First Federal Savings
Bank Deferred Compensation Plan (the “Plan”), and the undersigned participant therein is eligible
to make an investment election pursuant to Article II of said Plan.



     NOW THEREFORE, the Participant hereby elects as follows:



     1. The Participant directs that any amounts credited to his or her account under the Plan will
appreciate or depreciate from the effective date hereof, as though they were invested as follows:



          ___% in one-year certificates of deposit of the Bank.




          ___% in the amount by which the Bank’s most recent ROAA exceeds 95% of its targeted ROAA.




     2. The investment election made in the prior paragraph shall be effective on the first day of
the next following
January 1st, and shall remain in effect until the December 31st that
immediately follows the Committee’s receipt of a properly executed superseding investment election
by the Participant.



     IN
WITNESS WHEREOF, the Participant has executed this form on the
___ day of ___ 199___.



	 	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





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FIRST FEDERAL SAVINGS BANK

GRANTOR TRUST AGREEMENT




     PREAMBLE.
This Grantor Trust Agreement (the “Trust Agreement”) made this ___ day of
___,199___, by and between First Federal Savings Bank (the “Bank”) and the
 directors who are signatories hereto (acting by majority, the “Trustee”).



     WHEREAS, the Bank has established the First Federal Savings Bank Deferred Compensation Plan
(the “Plan”); and



     WHEREAS, the Bank has incurred or expects to incur liability under the terms of the Plan to
participants and their beneficiaries (together, the “Beneficiaries”); and



     WHEREAS, the Bank wishes to establish this trust (the “Trust”) and to contribute to the Trust
assets that shall be held therein, subject to the claims of the Bank’s general creditors in the
event of Insolvency, as defined in Section 3(a) hereof, until paid to Beneficiaries in such manner
and at such tunes as specified in the Plan; and



     WHEREAS,
it is the intention of the parties that this Trust shall constitute an unfunded
arrangement and shall not affect the status of the Plan as unfunded and maintained for the purpose
of providing deferred compensation to a select group of management or highly compensated
individuals for purposes of Title I of the Employee Retirement Income Security Act of 1974; and



     WHEREAS, it is the intention of the Bank to make contributions to the Trust to provide itself
with a source of funds to assist it in the meeting of its liabilities under the Plan.



     NOW, THEREFORE, the parties do hereby establish this Trust and agree that the Trust shall be
comprised, held and disposed of as follows:



     Section 1. Establishment of Trust



     (a) The Bank may open a deposit account in the name of the grantor trust to hold amounts
sufficient to pay vested benefits.



     (b) The
Bank hereby deposits, or will shortly hereafter deposit in trust, the
sum of $____ with the Trustee on or shortly after execution of this Trust Agreement, which shall constitute the
initial principal of the Trust to be held, administered and dispersed by the Trustee as provided
for in this Trust Agreement.



     (c) The Trust shall be irrevocable.



     (d) The Trust is intended to be a grantor trust, of which the Bank is the grantor, within the
meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of
1986, as amended (the “Code”), and shall be construed accordingly.



14









 





     (e) The principal of the Trust, and any earnings thereon, shall be held separate and apart
from other funds of the Bank and shall be used exclusively as herein set forth. Beneficiaries shall
have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any
rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights
of Beneficiaries against the Bank. Any assets held by the Trust will be subject to the claims of
the Bank’s general creditors under federal and state law in the event of Insolvency, as defined in
Section 3(a) herein.



     (f) In its sole discretion, the Bank may at any time, or from time to time, make additional
contributions of cash or other assets to the Trustee to augment the principal of the Trust to be
held, administered and dispersed by the Trustee as provided for in
this Trust Agreement. Neither
the Trustee nor any Beneficiary shall have any right to compel such additional contributions.



     (g) Upon a Change in Control within the meaning of Section 13(e) hereof, the Bank shall, as
soon as possible but in no event longer than, ten business days after the Change in Control, make
an irrevocable contribution to this Trust in an amount that is projected to provide the Trust with
sufficient assets to pay each Beneficiary the benefits to which he or she is entitled pursuant to
the Plan as in effect on the date of the Change in Control.



     Section 2. Payments to Beneficiaries



     (a) Within 60 days after the end of each calendar year beginning with 1999, the Bank shall
deliver to the Trustee a schedule (the “Payment Schedule”) that indicates, the amounts payable in
respect of each Beneficiary, that provides a formula or other instructions acceptable to the
Trustee for determining the amounts so payable, the form in which such amount is to be paid (as
provided for or available under the Plan), and the time of commencement for payment of such
amounts. Except as otherwise provided herein, the Trustee shall make payments to the Beneficiary
in accordance with such Payment Schedule. The Trustee shall make provisions for the reporting and
withholding of any federal, state or local taxes that may be required to be withheld with respect
to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the
appropriate taxing authorities or determine that such amounts have been reported, withheld and paid
by the Bank. After a Change in Control, the Trustee shall promptly make payments from the Trust to
each and every Beneficiary who provides the Trustee with a notarized statement specifying the
amount payable and affirming that such amount has both become unconditionally payable pursuant to
the Plan and has not been, and is not being, paid directly by the Bank or its successor (which
shall receive notice of such payments promptly but only after the Trustee makes them).



     (b) The entitlement of a Beneficiary to benefits under the Plan shall be determined by the
Bank or such party as may be designated under the Plan, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plan.



     (c) The Bank may make payment of benefits directly to Beneficiaries as they become due under
the terms of the Plan. The Bank shall notify the Trustee of its decision to make payment of
benefits directly prior to the time amounts are payable to Beneficiaries. In addition, if
the principal of the Trust, and any earnings thereon, are not sufficient to make payments of
benefits in accordance with the terms of the Plan, the Bank shall make the balance of each such
payment as it falls due. The Trustee shall notify the Bank where principal and earnings are
insufficient under the Payments Schedule.



15









 





     (d) Notwithstanding any provision of this Agreement other than Section 3 hereof, the Trustee
shall distribute all Trust assets to Beneficiaries as soon as immediately practicable after the
Bank receives a CAMELS rating of 4 or 5 (or a comparable rating under a successor system). The
Trustee shall make such distributions in a manner reasonably intended to provide each Beneficiary
with his or her accrued benefits under the Plan.



     Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Bank is
Insolvent



     (a) The Trustee shall cease payment of benefits to Beneficiaries if the Bank is Insolvent. The
Bank shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Bank is unable
to pay its debts as they become due, (ii) the Bank becomes subject to a pending proceeding as a
debtor under the United States Bankruptcy Code, (iii) the Bank is determined to be insolvent by the
Office of Thrift Supervision, or (iv) the Bank is placed in receivership under the Financial
Institutions Reform, Recovery and Enforcement Act of 1989.



     (b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the
principal and income of the Trust shall be subject to claims of general creditors of the Bank under
federal and state law as set forth below.



     (c) The Board of Directors and the Chief Executive Officer of the Bank shall have the duty to
inform the Trustee in writing of the Bank’s Insolvency. If a person claiming to be a creditor of
the Bank alleges in writing to the Trustee that the Bank has become Insolvent, the Trustee shall
determine whether the Bank is Insolvent and, pending such determination, the Trustee shall
discontinue payment of benefits to Beneficiaries.



          (1) Unless the Trustee has actual knowledge of the Bank’s
Insolvency, or has received notice from the Bank or a person claiming to be a creditor alleging that the Bank is
insolvent, the Trustee shall have no duty to inquire whether the Bank is Insolvent. The Trustee may
in all events rely on such evidence concerning the Bank’s solvency as may be furnished to the
Trustee and that provides the Trustee with a reasonable basis for making a determination concerning
the Bank’s solvency.




          (2) If at any time the Trustee has determined that the Bank is Insolvent, the Trustee shall
discontinue payments to Beneficiaries, shall liquidate the Trust’s investment, if any, in common
stock (“Common Stock”) of the Bank (or its holding company if one exists), and shall hold the
assets of the Trust for the benefit of the Bank’s general creditors. Nothing in this Trust
Agreement shall in any way diminish any rights of Beneficiaries as general creditors of the Bank
with respect to benefits due under the Plan or otherwise.





16









 








          (3) The Trustee shall resume the payment of benefits to Beneficiaries in
accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the
Bank is not Insolvent (or is no longer Insolvent).




     (d) If the Trustee discontinues the payment of benefits from the Trust pursuant to
Section 3(a) hereof and subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Beneficiaries under the
terms of the Plan for the period of such discontinuance, provided that there are sufficient assets
to make such payments. The aggregate amount of any payments to Beneficiaries by the Bank in lieu of
the payments provided for hereunder during any such period of discontinuance shall be deducted from
any payment made by the Trustee hereunder.



     Section 4. Payments to the Bank



     Except as provided in Section 3 hereof, after the Trust has become irrevocable, the Bank shall
have no right or power to direct the Trustee to return to the Bank or to divert to others any of
the Trust assets before all payment of benefits have been made to Beneficiaries pursuant to the
terms of the Plan.



     Section 5. Investment Authority



     (a) The Trustee shall have complete discretion as to the investment of Trust assets, provided
that the Trustee (i) shall invest Trust assets in a manner reasonably expected to provide the Trust
with assets sufficient to meet the Bank’s obligations under the Plan, and (ii) shall follow any
investment directions provided by the Bank prior to a Change in Control.



     (b) All rights associated with assets of the Trust shall be exercised by the Trustee or the
person designated by the Trustee, and shall in no event be exercisable by or rest with
Beneficiaries, except that voting rights with respect to any Common Stock held by the Trust will be
exercised in accordance with the terms of any Employee Stock Ownership Plan adopted by the Bank or
its to-be-formed holding company (and, otherwise, as directed by the Bank’s Board of Directors).
The Bank shall have the right at and from time to time in its sole discretion, to substitute assets
of equal fair market value for any assets held by the Trust. This right is exercisable by the Bank
in a nonfiduciary capacity without consent of any person in a fiduciary capacity.



     (c) Subject to applicable federal and state securities laws, if for any reason the Trustee
determines that it is appropriate to sell shares of Common Stock, if any, the Trustee shall first
offer to sell such shares to the following purchasers, in order of priority: first, the Bank;
second, any benefit plan maintained by the Bank; third, current Directors of the Bank; fourth,
current officers of the Bank; fifth, members of the general public (through sales on the open
market).



     Section 6. Disposition of Income



     During the term of this Trust, all income received by the Trust, net of expenses and taxes,
shall be accumulated and reinvested.



17









 





     Section 7. Accounting By Trustee



     The Trustee shall keep accurate and detailed records of all investments, receipts,
disbursements, and all other transactions required to be made, including such specific records as
shall be agreed upon in writing between the Bank and the Trustee.
Within 60 days following each June
30 occurring after the execution of this Agreement, and within 20 days after the removal or
resignation of the Trustee, the Trustee shall deliver to the Bank a written account of its
administration of the Trust during such year or during the period from the close of the last
preceding year to the date of such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of all securities and
investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued
interest paid or receivable being shown separately), and showing all cash, securities and other
property held in the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be.



     Section 8. Responsibility of Trustee



     (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent person acting in like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like aims; provided, however, that
the Trustee shall incur no liability to any person for any action taken pursuant to a direction,
request or approval given by the Bank which is contemplated by, and in conformity with, the terms
of the Plan or this Trust Agreement and is given in writing by the Bank. In the event of a dispute
between the Bank and a party, the Trustee may apply to a court of competent jurisdiction to resolve
the dispute.



     (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust,
the Bank agrees to indemnify the Trustee against Trustee’s costs, expenses and liabilities
(Including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily
liable for such payments, except in those cases where the Trustee shall have been found by a court
of competent jurisdiction to have acted with gross negligence or willful misconduct. If the Bank
does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may
obtain payment from the Trust.



     (c) The Trustee may consult with legal counsel with respect to any of its duties or
obligations hereunder.



     (d) The Trustee may hire agents; accountants, actuaries, investment advisors, financial
consultants or other professionals to assist it in performing any of its duties or obligations
hereunder.



     (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable
law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is
held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct from conversion of
the policy to a different form) other than to a successor Trustee, or to loan to any person
the proceeds of any borrowing against such policy.



18









 





     (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to
applicable law, the Trustee shall not have any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2
of the Procedure and Administrative Regulations promulgated pursuant to the Code.



     Section 9. Compensation and Expenses of Trustee



     The Bank shall pay all administrative expenses and the Trustee’s fees and expenses relating to
the Plan and this Trust. If not so paid, the fees and expenses shall be paid from the Trust.



     Section 10. Resignation and Removal of Trustee 



     The Trustee may resign at any time by written notice to the Bank, which resignation shall be
effective 30 days after the Bank receives such notice (unless the Bank and the Trustee agree
otherwise). The Trustee may be removed by the Bank on 30 days notice or upon shorter notice
accepted by the Trustee, but only if each Participant (and each Beneficiary in pay status) consents
in writing to such removal.



     If the Trust resigns, or is removed, a successor shall be appointed, in accordance with
Section 11 hereof, by the effective date of resignation or removal under this section. If no such
appointment has been made, the Trustee may apply to a court of competent jurisdiction for
 appointment of a successor or for instructions. All expenses of the Trustee in connection with the
proceeding shall be allowed as administrative expenses of the Trust. Upon resignation or removal of
the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to
the successor trustee. The transfer shall be completed within 60 days after receipt of notice of
resignation, removal or transfer, unless the Bank extends the time for such transfer.



     Section 11. Appointment of Successor



     If the Trustee resigns or is removed in accordance with Section 10 hereof, the Bank may
appoint any other party as a successor to replace the Trustee upon such resignation or removal. The
appointment shall be effective when accepted in writing by the new trustee, who shall have all of
the rights and powers of the former trustee, including ownership rights in the Trust assets. The
former trustee shall execute any instrument necessary or reasonably requested by the Bank or the
successor trustee to evidence the transfer. Notwithstanding the foregoing, if the Trustee resigns
or is removed following a Change in Control, the Trustee that has resigned or is being removed
shall appoint as its successor a third party financial institution that has trust powers, is
independent of and unrelated to the entity that has acquired or otherwise ‘obtained control of the
Bank, and is agreed to in writing by Beneficiaries who are credited with at least 80% of the
Trust’s assets.



19









 





     A successor trustee need not examine the records and acts of any prior trustee and may retain
or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor trustee
shall not be responsible for, and the Bank shall indemnify and defend the successor trustee from,
any claim or liability resulting from any action or inaction of any prior trustee or from any other
past event, or any condition existing at the time it becomes successor trustee.



     Section 12. Amendment or Termination



     (a) This Trust Agreement may be amended by a written instrument executed by the Trustee and
the Bank, provided that no such amendment shall either conflict with
the terms of the Plan or make the Trust revocable.



     (b) Notwithstanding subsection (a) hereof, the provisions of this Trust Agreement and the
trust created thereby may not be amended or terminated after the date a Change in Control occurs,
without the written consent of Beneficiaries who are credited with at least 80% of the Trust’s
assets.



     (c) The Trust shall not terminate until the date on which no Beneficiary is entitled to
benefits pursuant to the terms hereof or of the Plan. Upon termination of the Trust, the Trustee
shall return any assets remaining in the Trust to the Bank.



     (d) The Bank may terminate this Trust prior to the payment of all benefits under the Plan upon
written approval of the Beneficiaries entitled to payment of such benefits.



     Section 13. Miscellaneous



     (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent
of any such prohibition, without invalidating the remaining provisions hereof.



     (b) Benefits payable to Beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable process, except pursuant to the terms of
the Plan and this Trust Agreement.



     (c) This Trust Agreement shall be governed by and construed in accordance with the laws of the
State of Tennessee, except to the extent preempted by federal law.



     (d) The Trustee agrees to be bound by the terns of the Plan, as in effect from time to time.



     (e) “Change in Control” is defined in the Plan, and shall be defined in the same manner for
purposes of this Trust. Any amendment to said Plan that modifies said definition shall be deemed to
apply with equal force, effect, and timing to the definition of Change in Control for purposes of
this Trust, except that a modification that may adversely affect a Beneficiary shall be in
effectual as to the Beneficiary unless he or she consents in writing to be bound by the
modification.



20









 





     Section 14. Effective Date



     The effective date of this Trust Agreement shall be the date referenced in its Preamble.



     IN WITNESS WHEREOF, the Bank, by its duly authorized officer, has caused this Trust Agreement
to be executed, and its corporate seal affixed, and the Trustees have executed this Trust
Agreement, this on the date referenced in its opening paragraph.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	“BANK”
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FIRST FEDERAL SAVINGS BANK
	 
	 	 	 	 	 	 	 	 
	Witnessed by:
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	“TRUSTEE”
	 
	 	 	 	 	 	 	 	 
	Witnessed by:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Director
	 
	 	 	 	 	 	 	 	 
	Witnessed by:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Director
	 
	 	 	 	 	 	 	 	 
	Witnessed by:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Director







21










 






FIRST FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN




2005 Amendment




     WHEREAS, First Federal Savings Bank (the “Bank”) maintains the First Federal Savings Bank
Deferred Compensation Plan (the “Plan”), and Article X of the Plan permits the Bank’s Board to
amend the Plan, subject to the consent of any Plan participant (“Participant”) who may be adversely
affected by a change; and



     WHEREAS, the Bank desires to amend Sections 2.3, 3.3, and 3.4 of the Plan to conform
 with section 409A of the Internal Revenue Code and to allow Plan participants to make new elections
related to the timing and form of deferred compensation.



     NOW, THEREFORE, the Plan is hereby amended as follows, effective December 21, 2005, with
respect to Plan participants who consent and all who become participants in the Plan after the
effective date of this Amendment.




	 	1.	 	The third sentence of Section 2.3 is deleted and replaced with the following:
	 
	 	 	 	Such election may be changed or revoked, but will become irrevocable each December
31st with respect to salary, board fees, bonuses, and other cash
compensation payable with respect to services performed in the immediately following
year.
	 
	 	2.	 	Section 3.3 is deleted in its entirety and replaced with the following:
	 
	 	3.3	 	Post-Termination Distributions. The Bank shall pay a Participant’s Account in
cash, in substantially equal annual payments over a period of five years, beginning as
soon as administratively practicable following the Participant’s termination of
employment for any reason other than for Just Cause or death, provided that a
Participant may make certain different distribution elections under Sections 3.4 and
3.5 below.
	 
	 	3.	 	Section 3.4 is deleted in its entirety and replaced with the following:
	 
	 	3.4	 	Elections.






	 	(i)	 	Initial Deferral Elections. If a Participant wishes to receive
distributions in a manner other than as provided in Section 3.3 above, the
Participant must complete a Distribution Election Form within 30 days after the
date the Participant becomes eligible to participate in the Plan, with respect
to salary, board fees, bonuses, and other cash compensation paid for services
to be performed subsequent to the election. A Participant may elect on the
Distribution Election Form to have his or her Account paid in an immediate lump
sum distribution or in substantially equal annual




 









 






	 	 	 	payments over a period not exceeding ten (10) years. If a Participant does
not complete a Distribution Election Form within 30 days after the date the
Participant becomes eligible to participate in the Plan, such Participant
will receive distributions as provided in Section 3.3 above.
	 
	 	(ii)	 	Subsequent Deferral Elections. A Participant may make a
subsequent election to delay a payment or to change the form of payment of an
amount of deferred compensation if such election meets the following
conditions:






	 	(a)	 	The election may not take effect until at least
12 months after the date on which the election is made;
	 
	 	(b)	 	In the case of an election related to a payment
not described in § 1.409A-3(a)(2) (payment on account of disability), §
1.409A-3(a)(3) (payment on account of death), or § 1.409A-3(a)(6)
(payment on account of the occurrence of an unforeseeable emergency),
the payment with respect to which such election is made must be
deferred for a period of not less than 5 years from the date such
payment would otherwise have been paid (or in the case of a life
annuity or installment payments treated as a single payment, 5 years
from the date the first amount was scheduled to be paid); and
	 
	 	(c)	 	Any election related to a payment described in
§ 1.409A-3(a)(4) (payment related to a specified time or pursuant to a
fixed schedule) may not be made less than 12 months prior to the date
the payment is scheduled to be paid (or in the case of a life annuity
or installment payments treated as a single payment, 12 months prior to
the date the first amount was scheduled to be paid).






	 	(iii)	 	Transition Relief under Section 409A. Notwithstanding any
terms of the Plan to the contrary, a Participant may make an election to change
the form and timing of payment of any deferred compensation accrued under this
Plan under the transition relief provided under Notice 2005-1 and Proposed
Regulations issued under section 409A. To make an election under this Section
3.4(iii), a participant in the Plan must complete a Distribution Election Form,
and Acceptance of a Participant’s Distribution Election Form must occur no
later than December 31, 2005.





[Signatures on Following Page]




2









 








     WHEREFORE, on this 21 day of December, 2005, the undersigned officer of the Bank being duly
authorized, hereby executes this 2005 Amendment on behalf of the Bank.



	 	 	 	 	 	 	 
	 

	 	 	 	FIRST FEDERAL SAVING BANK	 	 
	 
	 

	 	 	 	/s/ Earl O. Bradley, III
 

Its Chief Executive Officer
	 	 
	 
	Witnessed by:

	 	 	 	Earl O. Bradley, III	 	 
	 
	/s/ Patrick C. Greenwell
 


	 	 	 	 	 	 
	Patrick C. Greenwell
	 	 	 	 	 	 






3









 





FIRST FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN




Deferral Election Form




     AGREEMENT,
made this ___ day of ___, 20___, by and between the
undersigned participant (the “Participant”) in the First Federal Savings Bank Deferred
Compensation Plan (the “Plan”), and First Federal Savings Bank (the “Bank”).



     WHEREAS, the Bank has established the Plan, and the Participant is eligible to participate in
said Plan.



     NOW THEREFORE, it is mutually agreed as follows:



     1. The Participant, by the execution hereof, agrees to participate in the Plan upon the terms
and conditions set forth therein, and in accordance therewith, elects to defer the receipt of:



          ___% of the Participant’s base salary (up to 25%)




          ___% of the Participant’s board fees, bonuses, or other cash compensation (up to 100%)




     2. The effective date of this Election is January 1 of the year next following the above date.



     3. This Election will continue in force until changed or revoked, but will become irrevocable
each December 31st with respect to salary payable with respect to services performed in the
immediately following year.



     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first
above-written.



	 	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	FIRST FEDERAL SAVINGS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 
	 


	 	 	 	 	 	 

A duly authorized Committee Member
	 	 






 









 





FIRST FEDERAL SAVINGS BANK

DEFERRED COMPENSATION PLAN




Distribution Election Form




     AGREEMENT, made this ___ day of ___________, 20__, by and between the
undersigned participant (the “Participant”) in the First Federal Savings Bank Deferred
Compensation Plan (the “Plan”), and First Federal Savings Bank (the “Bank”) with respect to
distribution of the Participant’s benefits under the Plan.




     NOW THEREFORE, it is mutually agreed as follows:



     1. Form of Payment Generally. The Participant, by the execution hereof, agrees to
participate in the Plan upon the terms and conditions set forth therein, and, in accordance
therewith, elects to have his or her Account distributed as follow:




	 	o	 	in a lump sum.
	 
	 	o	 	in substantially equal annual payments over a period of
___ years
(not to exceed ten (10) years).





     2. Timing of Payment. Payment of a Participant’s first annual installment from his or
her Account shall occur as soon as administratively practicable after the Participant terminates
service with the Bank. Payment of any subsequent annual installments shall occur no later than
March 31 of each calendar year thereafter.



     3. Medium of Payment. Any benefits payable to the Participant shall be paid in cash
only.



     4. Form of Payment to Beneficiary. In the event of the Participant’s death, his or
her Account shall be distributed —




	 	o	 	in one lump sum payment.
	 
	 	o	 	in one lump sum payment in accordance with the payment schedule selected
in paragraph 1 hereof (with payments made as though the Participant survived to
collect all benefits, and as though the Participant terminated service on the
date of his or her death, if payments had not already begun).





     5. Designation of Beneficiary. In the event of the Participant’s death before he or
she has collected all of the benefits payable under the Plan, the Participant hereby directs that
any survivorship benefits payable under Article III of the Plan be distributed to the beneficiary
or



1









 







beneficiaries designated under subparagraphs a and b of this paragraph 5 in the medium elected
pursuant to paragraph 3 above:



          a. Primary Beneficiary. The Participant hereby designates the person(s)
named below to be his or her primary beneficiary and to receive the balance of any unpaid benefits
under the Plan.




	 	 	 	 	 	 	 	 	 
	Name(s) of	 	 	 	 	 	Percentage of	 
	Primary Beneficiary	 	Mailing Address	 	 	Death Benefit	 
	 
	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 	%	 






          b. 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(s) of	 	 	 	 	 	Percentage of	 
	Primary Beneficiary	 	Mailing Address	 	 	Death Benefit	 
	 
	 	 	 	 	 	 	%	 
	 
	 	 	 	 	 	 	%	 






     6. Effect of Election. The election made in paragraphs 1, 2 and 3 hereof may be
changed, but only in accordance with Section 3.4 of the Plan, as amended. The Participant may, by
submitting an effective superseding Distribution Election Form at any time and from time to time,
prospectively change the beneficiary designation and the manner of payment to a Beneficiary. Such
elections shall, however, become irrevocable upon the Participant’s death.



     7. Mutual Commitments. The Bank agrees to make payment of all amounts due the
Participant in accordance with the terms of the Plan and the elections made by the Participant
herein. The Participant agrees to be bound by the terms of the Plan, as in effect on the date
hereof or properly amended hereafter.



2









 





     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first
above-written.



	 	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witnessed by:	 	 	 	FIRST FEDERAL SAVINGS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 
	 


	 	 	 	 	 	 

A duly authorized Committee Member
	 	 







3