hfb_8k0724ex1010.htm


    

      Exhibit
        10.10

      


      


      HOMEFEDERAL
        BANK

      SECOND
        AMENDED AND RESTATED

      SUPPLEMENTAL
        EXECUTIVE RETIREMENT AGREEMENT

      FOR
        S. ELAINE POLLERT

      


      THIS
        SECOND AMENDED & RESTATED
        SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this
        27th day of July, 2007, by and between HOMEFEDERAL BANK f/k/a HOME FEDERAL
        SAVINGS BANK, a State chartered bank located in Columbus, Indiana (the “Bank”)
        and S. Elaine Pollert (the “Executive”).

      


      The
        Bank and the Executive executed an
        Executive Supplemental Retirement Income Agreement on June 23, 1992, and
        amended
        it several times (the “First Agreement”).  The parties amended and
        restated the First Agreement on April 1, 2001 (the “Second
        Agreement”).  The parties then entered into an additional Supplemental
        Executive Retirement Agreement on effective July 1, 2005 (the “Third
        Agreement”).  The First, Second and Third Agreements are referred to
        collectively herein as the “Prior Agreements.”

      


      The
        parties intend this Amended and Restated Agreement to be a material modification
        and combination of the Prior Agreements such that all amounts earned and
        vested
        prior to December 31, 2004 shall be subject to the provisions of Section
        409A of
        the Code and the regulations promulgated thereunder.

      


      The
        purpose of this Agreement is to provide specified benefits to the Executive,
        a
        member of a select group of management or highly compensated employees who
        contribute materially to the continued growth, development, and future business
        success of the Bank.  This Agreement shall be unfunded for tax
        purposes and for purposes of Title I of the Employee Retirement Income Security
        Act of 1974 (“ERISA”), as amended from time to time.

      


      Article
        1

      Definitions

      


      Whenever
        used in this Agreement, the
        following words and phrases shall have the meanings specified:

      


      
        	
                1.1

              	
                “Beneficiary”
                  means each designated person, or the estate of the deceased Executive,
                  entitled to benefits, if any, upon the death of the Executive determined
                  pursuant to Article 4.

              


      

      


      
        	
                1.2

              	
                “Beneficiary
                  Designation Form” means the form established from time to time by the
                  Plan Administrator that the Executive completes, signs, and returns
                  to the
                  Plan Administrator to designate one or more
                  Beneficiaries.

              


      

      


      
        	
                1.3

              	
                “Board”
                  means the Board of Directors of the Bank as from time to time
                  constituted.

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
        	
                1.4

              	
                “Code”
                  means the Internal Revenue Code of 1986, as
                  amended.

              


      

      


      
        	
                1.5

              	
                “Corporation”
                  means Home Federal Bancorp, an Indiana corporation, and the sole
                  shareholder of the Bank.

              


      

      


      
        	
                1.6

              	
                “Disability”
                  means Executive: (i) is unable to engage in any substantial gainful
                  activity by reason of any medically determinable physical or mental
                  impairment which can be expected to result in death or can be expected
                  to
                  last for a continuous period of not less than twelve (12) months;
                  or (ii)
                  is, by reason of any medically determinable physical or mental
                  impairment
                  which can be expected to result in death or can be expected to
                  last for a
                  continuous period of not less than twelve (12) months, receiving
                  income
                  replacement benefits for a period of not less than three (3) months
                  under
                  an accident and health plan covering employees of the
                  Bank.  Medical determination of Disability may be made by either
                  the Social Security Administration or by the provider of an accident
                  or
                  health plan covering employees of the Bank.  Upon the request of
                  the Plan Administrator, the Executive must submit proof to the
                  Plan
                  Administrator of the Social Security Administration’s or the provider’s
                  determination.

              


      

      


      
        	
                1.7

              	
                “Effective
                  Date” means January 1, 2005.

              


      

      


      
        	
                1.8

              	
                “Normal
                  Retirement Age” means the Executive attaining age fifty
                  (50).

              


      

      


      
        	
                1.9

              	
                “Normal
                  Retirement Date” means the later of Normal Retirement Age or
                  Separation from Service.

              


      

      


      
        	
                1.9

              	
                “Plan
                  Administrator” means the plan administrator described in Article
                  6.

              


      

      


      
        	
                1.10

              	
                “Plan
                  Year” means each twelve-month period commencing on July 1 and ending
                  on June 30 of each year.  The initial Plan Year shall commence
                  on the Effective Date of this Agreement and end on the following
                  June 30,
                  2006.

              


      

      


      
        	
                1.11

              	
                “Separation
                  from Service”
means
                  the
                  termination of the Executive’s
                  employment with
                  the Bank
                  for reasons other than death.  Whether
                  a Separation from Service takes place is determined based on the
                  facts and
                  circumstances surrounding the termination of the Executive’s
                  employment.  A
                  termination of employment will be considered to
                  have
                  occurred if
                  it is
                  reasonably anticipated that:

              


      

      


      
        	
                 

              	
                (a)

              	
                the
                  Executive will not perform any services for the Bank after Termination
                  of
                  Employment, or

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  Executive will continue to provide services to the Bank at an annual
                  rate
                  that is less than fifty percent (50%) of the bona fide services
                  rendered
                  during the immediately preceding twelve (12) months of
                  employment.

              


      

       

      
        	
                1.12

              	
                “Specified
                  Employee” means a key employee (as defined in Section 416(i) of the
                  Code without regard to paragraph 5 thereof) of the Bank if any
                  stock of
                  the Bank or any entity

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                required
                  to be aggregated with the Bank under Section 414(b) or 414(c) of
                  the Code
                  is publicly traded on an established securities market or
                  otherwise.

              


      

      


      
        	
                1.13

              	
                “Termination
                  for Cause” means Separation from Service
                  for:

              


      

      


      
        	
                 

              	
                (a)

              	
                Personal
                  dishonesty; or

              


      

      
        	
                 

              	
                (b)

              	
                Incompetence;
                  or

              


      

      
        	
                 

              	
                (c)

              	
                Willful
                  misconduct; or

              


      

      
        	
                 

              	
                (d)

              	
                Breach
                  of fiduciary duty involving personal profit;
                  or

              


      

      
        	
                 

              	
                (e)

              	
                Intentional
                  failure to perform stated duties;
                  or

              


      

      
        	
                 

              	
                (f)

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

              


      

      


      Article
        2

      Distributions
        During Lifetime

      


      
        	
                2.1

              	
                Retirement
                  Benefit.  Upon the Normal Retirement Date, the Bank shall
                  distribute to the Executive the benefit described in this Section
                  2.1 in
                  lieu of any other benefit under this
                  Article.

              


      

      


      
        	
                 

              	
                2.1.1

              	
                Amount
                  of Benefit.  The annual benefit under this Section 2.1 is
                  Fifty Thousand Dollars ($50,000).

              


      

      


      
        	
                 

              	
                2.1.2

              	
                Distribution
                  of Benefit.  The Bank shall distribute the annual benefit to
                  the Executive in twelve (12) equal monthly installments commencing
                  on the
                  first day of the month following the Normal Retirement
                  Date.  The annual benefit shall be distributed to the Executive
                  for fifteen (15) years.

              


      

      


      
        	
                2.2

              	
                Disability
                  Benefit.  If the Executive experiences a Disability
                  which results in a Separation from Service prior to Normal Retirement
                  Age,
                  the Bank shall distribute to the Executive the benefit described
                  in this
                  Section 2.2 in lieu of any other benefit under this
                  Article.

              


      

      


      
        	
                 

              	
                2.2.1

              	
                Amount
                  of Benefit.  The annual benefit under this Section 2.2 is
                  Fifty Thousand Dollars ($50,000).

              


      

      


      
        	
                 

              	
                2.2.2

              	
                Distribution
                  of Benefit.  The Bank shall distribute the annual benefit to
                  the Executive in twelve (12) equal monthly installments commencing
                  within
                  sixty (60) days following Separation from Service due to such
                  Disability.  The annual benefit shall be distributed to the
                  Executive for fifteen (15) years.

              


      

      


      
        	
                2.3

              	
                Restriction
                  on Timing of
                  Distribution. 
Notwithstanding
                  any
                  provision of this Agreement to the contrary, if the Executive is
                  considered a Specified Employee at Separation from Service under
                  such
                  procedures as established by the Bank in accordance with Section
                  409A of
                  the Code, benefit distributions that are made upon Separation from
                  Service
                  may not commence earlier than six (6) months after the date of
                  such Separation
                  from Service;

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                provided,
                  however, that the six (6) month delay required under this Section
                  2.3
                  shall not apply to the portion of any payment resulting from the
                  Executive’s “involuntary separation from service” (as defined in Treas.
                  Reg. § 1.409A-1(n) and including a “separation from service for good
                  reason,” as defined in Treas. Reg. § 1.409A-1(n)(2)) that (a) is
                  payable no later than the last day of the second year following
                  the year
                  in which the separation from service occurs, and (b) does not exceed
                  two
                  times the lesser of (i) the Executive’s annualized compensation for the
                  year prior to the year in which the separation from services occurs,
                  or
                  (ii) the dollar limit described in Section 401(a)(17) of the
                  Code.  Therefore, in the event this Section 2.3 is applicable to
                  the Executive, any distribution which would otherwise be paid to
                  the
                  Executive within the first six months following the Separation
                  from
                  Service shall be accumulated and paid to the Executive in a lump
                  sum on
                  the first day of the seventh month following the Separation from
                  Service.  All subsequent distributions shall be paid in the
                  manner specified.

              


      

      


      
        	
                2.4

              	
                Distributions
                  Upon Income Inclusion Under Section 409A of the Code.  Upon
                  the inclusion of any amount into the Executive’s income as a result of the
                  failure of this non-qualified deferred compensation plan to comply
                  with
                  the requirements of Section 409A of the Code, to the extent such
                  tax
                  liability can be covered by the amount the Bank has accrued with
                  respect
                  to the Bank’s obligations hereunder, a distribution shall be made as soon
                  as is administratively practicable following the discovery of the
                  plan
                  failure.

              


      

      


      
        	
                2.5

              	
                Change
                  in Form or Timing of Distributions.  All changes in the form
                  or timing of distributions hereunder must comply with the following
                  requirements.  The
                  changes:

              


      

      


      
        	
                 

              	
                (a)

              	
                may
                  not accelerate the time or schedule of any distribution, except
                  as
                  provided in Section 409A of the Code and the regulations
                  thereunder;

              


      

      
        	
                 

              	
                (b)

              	
                must,
                  for benefits distributable under Sections 2.1 and 2.2, delay the
                  commencement of distributions for a minimum of five (5) years from
                  the
                  date the first distribution was originally scheduled to be made;
                  and

              


      

      
        	
                 

              	
                (c)

              	
                must
                  take effect not less than twelve (12) months after the election
                  is
                  made.

              


      

      


      Article
        3

      Distribution
        at Death

      


      
        	
                3.1

              	
                Death
                  During Active Service.  If the Executive dies while in the
                  active service of the Bank, the Bank shall distribute to the Beneficiary
                  the benefit described in this Section 3.1. This benefit shall be
                  distributed in lieu of the benefits under Article
                  2.

              


      

      


      
        	
                 

              	
                3.1.1

              	
                Amount
                  of Benefit.  The benefit under this Section 3.1 is the
                  Normal Retirement Benefit amount described in Section
                  2.1.1.

              


      

      


      
        	
                 

              	
                3.1.2

              	
                Distribution
                  of Benefit.  The Bank shall distribute the annual benefit to
                  the Beneficiary in twelve (12) equal monthly installments commencing
                  within sixty

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      (60)
        days
        following receipt by the Bank of the Executive’s death
        certificate.  The annual benefit shall be distributed to the
        Beneficiary for fifteen (15) years.

       

      
        	
                3.2

              	
                Death
                  During Distribution of a Benefit.  If the Executive dies
                  after any benefit distributions have commenced under this Agreement
                  but
                  before receiving all such distributions, the Bank shall distribute
                  to the
                  Beneficiary the remaining benefits at the same time and in the
                  same
                  amounts they would have been distributed to the Executive had the
                  Executive survived.

              


      

       

      
        	
                3.3

              	
                Death
                  After Separation from Service But Before Benefit Distributions
                  Commence. If the Executive is entitled
                  to benefit distributions under this Agreement, but dies prior to
                  the
                  commencement of said benefit distributions, the Bank shall distribute
                  to
                  the Beneficiary the same benefits that the Executive was entitled
                  to prior
                  to death except that the benefit distributions shall commence within
                  sixty
                  (60) days following receipt by the Bank of the Executive’s death
                  certificate.

              


      

      


      
        	
                3.4

              	
                Burial
                  Benefit.  In addition to the above-described death benefits,
                  the Executive’s Beneficiary shall be entitled to a one-time lump sum death
                  benefit in the amount of Fifteen Thousand Dollars
                  ($15,000).  The payment shall be made within thirty (30) days
                  following receipt by the Bank of the Executive’s death
                  certificate.

              


      

      


       

      Article
        4

      Beneficiaries

      


      
        	
                4.1

              	
                Beneficiary.  The
                  Executive shall have the right, at any time, to designate a Beneficiary
                  to
                  receive any benefit distributions under this Agreement upon the
                  death of
                  the Executive.  The Beneficiary designated under this Agreement
                  may be the same as or different from the beneficiary designation
                  under any
                  other plan of the Bank in which the Executive
                  participates.

              


      

      


      
        	
                4.2

              	
                Beneficiary
                  Designation: Change.  The Executive shall designate a
                  Beneficiary by completing and signing the Beneficiary Designation
                  Form,
                  and delivering it to the Plan Administrator or its designated
                  agent.  The Executive's beneficiary designation shall be deemed
                  automatically revoked if the Beneficiary predeceases the Executive
                  or if
                  the Executive names a spouse as Beneficiary and the marriage is
                  subsequently dissolved.  The Executive shall have the right to
                  change a Beneficiary by completing, signing and otherwise complying
                  with
                  the terms of the Beneficiary Designation Form and the Plan Administrator’s
                  rules and procedures, as in effect from time to time.  Upon the
                  acceptance by the Plan Administrator of a new Beneficiary Designation
                  Form, all Beneficiary designations previously filed shall be
                  cancelled.  The Plan Administrator shall be entitled to rely on
                  the last Beneficiary Designation Form filed by the Executive and
                  accepted
                  by the Plan Administrator prior to the Executive’s
                  death.

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	
                4.3

              	
                Acknowledgment.  No
                  designation or change in designation of a Beneficiary shall be
                  effective
                  until received, accepted and acknowledged in writing by the Plan
                  Administrator or its designated
                  agent.

              


      

      


      
        	
                4.4

              	
                No
                  Beneficiary Designation.  If the Executive dies without a
                  valid beneficiary designation, or if all designated Beneficiaries
                  predecease the Executive, then the Executive’s spouse shall be the
                  designated Beneficiary.  If the Executive has no surviving
                  spouse, the benefits shall be made to the personal representative
                  of the
                  Executive's estate.

              


      

      


      
        	
                4.5

              	
                Facility
                  of Distribution.  If the Plan Administrator determines in
                  its discretion that a benefit is to be distributed to a minor,
                  to a person
                  declared incompetent, or to a person incapable of handling the
                  disposition
                  of that person’s property, the Plan Administrator may direct distribution
                  of such benefit to the guardian, legal representative or person
                  having the
                  care or custody of such minor, incompetent person or incapable
                  person.  The Plan Administrator may require proof of
                  incompetence, minority or guardianship as it may deem appropriate
                  prior to
                  distribution of the benefit.  Any distribution of a benefit
                  shall be a distribution for the account of the Executive and the
                  Executive’s Beneficiary, as the case may be, and shall be a complete
                  discharge of any liability under the Agreement for such distribution
                  amount.

              


      

      


      Article
        5

      General
        Limitations

      


      
        	
                5.1

              	
                Termination
                  for Cause.  Notwithstanding any provision of this Agreement
                  to the contrary, the Bank shall not distribute any benefit under
                  this
                  Agreement if the Executive’s employment with the Bank is terminated due to
                  a Termination for Cause.

              


      

      


      
        	
                5.2

              	
                Suicide
                  or Misstatement.  No benefits shall be distributed if the
                  Executive commits suicide within two years after the Effective
                  Date of
                  this Agreement, or if an insurance company which issued a life
                  insurance
                  policy covering the Executive and owned by the Bank denies coverage
                  (i)
                  for material misstatements of fact made by the Executive on an
                  application
                  for such life insurance, or (ii) for any other
                  reason.

              


      

      


      
        	
                5.3

              	
                Removal. Notwithstanding
                  any provision of this Agreement to the contrary, the Bank shall
                  not
                  distribute any benefit under this Agreement if the Executive is
                  subject to
                  a final removal or prohibition order issued by an appropriate federal
                  banking agency pursuant to Section 8(e) of the Federal Deposit
                  Insurance
                  Act.

              


      

      


      
        	
                5.4

              	
                Excess
                  Parachute or Golden Parachute Payment.  Notwithstanding any
                  provision of this Agreement to the contrary, to the extent any
                  distributions, if made, would be treated as an “excess parachute payment”
                  under Section 280G of the Code, the Bank shall reduce or delay
                  the
                  distributions to the extent it would not be an excess parachute
                  payment.

              


      

      


      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                Article
                  6

              


      

      Administration
        of Agreement

      


      
        	
                6.1

              	
                Plan
                  Administrator Duties.  This Agreement shall be administered
                  by a Plan Administrator which shall consist of the Board, or such
                  committee or persons as the Board shall appoint.  The Plan
                  Administrator shall administer this Agreement according to its
                  express
                  terms and shall also have the discretion and authority to (i) make,
                  amend,
                  interpret and enforce all appropriate rules and regulations for
                  the
                  administra­tion of this Agreement and (ii) decide or resolve any and
                  all ques­tions including interpretations of this Agreement, as may
                  arise in connection with the Agreement to the extent the exercise
                  of such
                  discretion and authority does not conflict with Section 409A of
                  the Code
                  and regulations thereunder.

              


      

      


      
        	
                6.2

              	
                Agents.  In
                  the administration of this Agreement, the Plan Administrator may
                  employ
                  agents and delegate to them such administrative duties as it sees
                  fit,
                  (including acting through a duly appointed representative), and
                  may from
                  time to time consult with counsel who may be counsel to the
                  Bank.

              


      

      


      
        	
                6.3

              	
                Binding
                  Effect of Decisions.  The decision or action of the Plan
                  Administrator with respect to any question arising out of or in
                  connection
                  with the administration, interpretation and application of the
                  Agreement
                  and the rules and regulations promulgated hereunder shall be final
                  and
                  conclusive and binding upon all persons having any interest in
                  the
                  Agreement.

              


      

      


      
        	
                6.4

              	
                Indemnity
                  of Plan Administrator.  The Bank shall indemnify and hold
                  harmless the members of the Plan Administrator against any and
                  all claims,
                  losses, damages, expenses or liabilities arising from any action
                  or
                  failure to act with respect to this Agreement, except in the case
                  of
                  willful misconduct by the Plan Administrator or any of its
                  members.

              


      

      


      
        	
                6.5

              	
                Bank
                  Information.  To enable the Plan Administrator to perform
                  its functions, the Bank shall supply full and timely information
                  to the
                  Plan Administrator on all matters relating to the date and
                  circum­stances of the retirement, Disability, death, or Separation
                  from Service of the Executive, and such other pertinent information
                  as the
                  Plan Administrator may reasonably
                  require.

              


      

      


      Article
        7

      Claims
        And Review Procedures

      


      
        	
                7.1

              	
                Claims
                  Procedure.  An Executive or Beneficiary (“Claimant”) who has
                  not received benefits under the Agreement that he or she believes
                  should
                  be distributed shall make a claim for such benefits as
                  follows:

              


      

      


      
        	
                 

              	
                7.1.1

              	
                Initiation
                  – Written Claim.  The Claimant initiates a claim by
                  submitting to the Plan Administrator a written claim for the
                  benefits.  If such a claim relates to
                  the

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      contents
        of a notice received by the Claimant, the claim must be made within sixty
        (60) days after such notice was received by the Claimant.  All
        other claims must be made within one hundred eighty (180) days of the date
        on which the event that caused the claim to arise occurred.  The claim
        must state with particularity the determination desired by the
        Claimant.

       

      


      
        	
                 

              	
                7.1.2

              	
                Timing
                  of Plan Administrator Response.  The Plan
                  Administrator shall respond to such Claimant within 90 days after
                  receiving the claim.  If the Plan Administrator determines that
                  special circumstances require additional time for processing the
                  claim,
                  the Plan Administrator can extend the response period by an additional
                  90
                  days by notifying the Claimant in writing, prior to the end of
                  the initial
                  90-day period, that an additional period is required.  The
                  notice of extension must set forth the special circumstances and
                  the date
                  by which the Plan Administrator expects to render its
                  decision.

              


      

      


      
        	
                 

              	
                7.1.3

              	
                Notice
                  of Decision.  If the Plan Administrator denies part or all
                  of the claim, the Plan Administrator shall notify the Claimant
                  in writing
                  of such denial.  The Plan Administrator shall write the
                  notification in a manner calculated to be understood by the
                  Claimant.  The notification shall set
                  forth:

              


      

      


      
        	
                 

              	
                (a)

              	
                The
                  specific reasons for the denial;

              


      

      
        	
                 

              	
                (b)

              	
                A
                  reference to the specific provisions of the Agreement on which
                  the denial
                  is based;

              


      

      
        	
                 

              	
                (c)

              	
                A
                  description of any additional information or material necessary
                  for the
                  Claimant to perfect the claim and an explanation of why it is
                  needed;

              


      

      
        	
                 

              	
                (d)

              	
                An
                  explanation of the Agreement’s review procedures and the time limits
                  applicable to such procedures; and

              


      

      
        	
                 

              	
                (e)

              	
                A
                  statement of the Claimant’s right to bring a civil action under ERISA
                  Section 502(a) following an adverse benefit determination on
                  review.

              


      

      


      
        	
                7.2

              	
                Review
                  Procedure.  If the Plan Administrator denies part or all of
                  the claim, the Claimant shall have the opportunity for a full and
                  fair
                  review by the Plan Administrator of the denial, as
                  follows:

              


      

      


      
        	
                 

              	
                7.2.1

              	
                Initiation
                  – Written Request.  To initiate the review, the Claimant,
                  within 60 days after receiving the Plan Administrator’s notice of denial,
                  must file with the Plan Administrator a written request for
                  review.

              


      

      


      
        	
                 

              	
                7.2.2

              	
                Additional
                  Submissions – Information Access.  The Claimant shall then
                  have the opportunity to submit written comments, documents, records
                  and
                  other information relating to the claim.  The Plan Administrator
                  shall also provide the Claimant, upon request and free of charge,
                  reasonable access to, and copies of, all documents, records and
                  other
                  information relevant (as defined in applicable ERISA regulations)
                  to the
                  Claimant’s claim for benefits.

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                7.2.3

              	
                Considerations
                  on Review.  In considering the review, the Plan
                  Administrator shall take into account all materials and information
                  the
                  Claimant submits relating to the claim, without regard to whether
                  such
                  information was submitted or considered in the initial benefit
                  determination.

              


      

      


      
        	
                 

              	
                7.2.4

              	
                Timing
                  of Plan Administrator Response.  The Plan Administrator
                  shall respond in writing to such Claimant within 60 days after
                  receiving
                  the request for review.  If the Plan Administrator determines
                  that special circumstances require additional time for processing
                  the
                  claim, the Plan Administrator can extend the response period by
                  an
                  additional 60 days by notifying the Claimant in writing, prior
                  to the end
                  of the initial 60-day period, that an additional period is
                  required.  The notice of extension must set forth the special
                  circumstances and the date by which the Plan Administrator expects
                  to
                  render its decision.

              


      

      


      
        	
                 

              	
                7.2.5

              	
                Notice
                  of Decision.  The Plan Administrator shall notify the
                  Claimant in writing of its decision on review.  The Plan
                  Administrator shall write the notification in a manner calculated
                  to be
                  understood by the Claimant.  The notification shall set
                  forth:

              


      

      


      
        	
                 

              	
                (a)

              	
                The
                  specific reasons for the denial;

              


      

      
        	
                 

              	
                (b)

              	
                A
                  reference to the specific provisions of the Agreement on which
                  the denial
                  is based;

              


      

      
        	
                 

              	
                (c)

              	
                A
                  statement that the Claimant is entitled to receive, upon request
                  and free
                  of charge, reasonable access to, and copies of, all documents,
                  records and
                  other information relevant (as defined in applicable ERISA regulations)
                  to
                  the Claimant’s claim for benefits;
                  and

              


      

      
        	
                 

              	
                (d)

              	
                A
                  statement of the Claimant’s right to bring a civil action under ERISA
                  Section 502(a).

              


      

      


      Article
        8

      Amendments
        and Termination

      


      
        	
                8.1

              	
                Amendments.  This
                  Agreement may be amended only by a written agreement signed by
                  the Bank
                  and the Executive.  However, the Bank may unilaterally amend
                  this Agreement to conform with written directives to the Bank from
                  its
                  auditors or banking regulators or to comply with legislative or
                  tax law,
                  including without limitation Section 409A of the Code and any and
                  all
                  regulations and guidance promulgated
                  thereunder.

              


      

      


      
        	
                8.2

              	
                Plan
                  Termination Generally.  The Bank may unilaterally terminate
                  this Agreement at any time.  The benefit shall be the amount the
                  Bank has accrued with respect to the Bank’s obligations hereunder as of
                  the date the Agreement is terminated.  Except as provided in
                  Section 8.3, the termination of this Agreement shall not cause
                  a
                  distribution of benefits under this Agreement.  Rather, upon
                  such termination benefit distributions will be made at the earliest
                  distribution event permitted under Article 2 or Article
                  3.

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	
                8.3

              	
                Plan
                  Terminations Under Section 409A.  Notwithstanding anything
                  to the contrary in Section 8.2, if the Bank terminates this Agreement
                  in
                  the following circumstances:

              


      

      


      
        	
                 

              	
                (a)

              	
                Within
                  thirty (30) days before or twelve (12) months after a change in
                  the
                  ownership or effective control of the Bank or of the Corporation,
                  or in
                  the ownership of a substantial portion of the assets of the Bank
                  or of the
                  Corporation as described in Section 409A(2)(A)(v) of the Code,
                  provided
                  that termination of this Agreement was effected through an irrevocable
                  action taken by the Bank and provided further that all distributions
                  are
                  made no later than twelve (12) months following such termination
                  of the
                  Agreement and that all the Bank's arrangements which are
                  substantially similar to the Agreement are terminated so the Executive
                  and
                  all participants in the similar arrangements are required to receive
                  all amounts of compensation deferred under the terminated arrangements
                  within twelve (12) months of the termination of the
                  arrangements;

              


      

       

      
        	
                 

              	
                (b)

              	
                Upon
                  the Bank’s dissolution or with the approval of a bankruptcy court provided
                  that the amounts deferred under the Agreement are included in the
                  Executive's gross income in the latest of (i) the calendar year
                  in which
                  the Agreement terminates; (ii) the calendar year in which the amount
                  is no
                  longer subject to a substantial risk of forfeiture; or (iii) the
                  first
                  calendar year in which the distribution is administratively practical;
                  or

              


      

       

      
        	
                 

              	
                (c)

              	
                Upon
                  the Bank’s termination of this and all other non-account balance plans (as
                  referenced in Section 409A of the Code or the regulations thereunder),
                  provided that all distributions are made no earlier than twelve
                  (12)
                  months and no later than twenty-four (24) months following such
                  termination, provided further that the termination of this Agreement
                  does
                  not occur proximate to the downturn in the financial health of
                  the Bank
                  and provided further that the Bank does not adopt any new non-account
                  balance plans for a minimum of three (3) years following the date
                  of such
                  termination;

              


      

       

      then
        the
        Bank may distribute the amount the Bank has accrued with respect to the Bank’s
        obligations hereunder, determined as of the date of the termination of the
        Agreement, to the Executive in a lump sum subject to the above
        terms.

      


      Article
        9

      Miscellaneous

      


      
        	
                9.1

              	
                Binding
                  Effect.  This Agreement shall bind the Executive and the
                  Bank, and their beneficiaries, survivors, executors, administrators
                  and
                  transferees.

              


      

      


      
        	
                9.2

              	
                No
                  Guarantee of Employment.  This Agreement is not a contract
                  for employment.  It does not give the Executive the right to
                  remain as an employee of the Bank, nor does it interfere with the
                  Bank's
                  right to discharge the Executive.  It also does not require
                  the

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Executive
        to remain an employee nor interfere with the Executive's right to terminate
        employment at any time.

      


      


      
        	
                9.3

              	
                Non-Transferability.  Benefits
                  under this Agreement cannot be sold, transferred, assigned, pledged,
                  attached or encumbered in any
                  manner.

              


      

      


      
        	
                9.4

              	
                Tax
                  Withholding and Reporting.  The Bank shall withhold any
                  taxes that are required to be withheld from the benefits provided
                  under
                  this Agreement.  The Executive acknowledges that the Bank’s sole
                  liability regarding taxes is to forward any amounts withheld to
                  the
                  appropriate taxing authority(ies).  Further, the Bank shall
                  satisfy all applicable reporting requirements, including those
                  under
                  Section 409A of the Code and regulations
                  thereunder.

              


      

      


      
        	
                9.5

              	
                Applicable
                  Law.  The Agreement and all rights hereunder shall be
                  governed by the laws of the State of Indiana, except to the extent
                  preempted by the laws of the United States of
                  America.

              


      

      


      
        	
                9.6

              	
                Unfunded
                  Arrangement.  The Executive and the Beneficiary are general
                  unsecured creditors of the Bank for the distribution of benefits
                  under
                  this Agreement.  The benefits represent the mere promise by the
                  Bank to distribute such benefits.  The rights to benefits are
                  not subject in any manner to anticipation, alienation, sale, transfer,
                  assignment, pledge, encumbrance, attachment, or garnishment by
                  creditors.  Any insurance on the Executive's life or other
                  informal funding asset is a general asset of the Bank to which
                  the
                  Executive and Beneficiary have no preferred or secured
                  claim.

              


      

      


      
        	
                9.7

              	
                Reorganization. The
                  Bank shall not merge or consolidate into or with another bank,
                  or
                  reorganize, or sell substantially all of its assets to another
                  bank, firm,
                  or person unless such succeeding or continuing bank, firm, or person
                  agrees to assume and discharge the obligations of the Bank under
                  this
                  Agreement.  Upon the occurrence of such event, the term “Bank”
                  as used in this Agreement shall be deemed to refer to the successor
                  or
                  survivor bank.

              


      

      


      
        	
                9.8

              	
                Entire
                  Agreement. This Agreement constitutes the entire
                  agreement between the Bank and the Executive as to the subject
                  matter
                  hereof.  No rights are granted to the Executive by virtue of
                  this Agreement other than those specifically set forth
                  herein.

              


      

      


      
        	
                9.9

              	
                Interpretation.  Wherever
                  the fulfillment of the intent and purpose of this Agreement requires,
                  and
                  the context will permit, the use of the masculine gender includes
                  the
                  feminine and use of the singular includes the
                  plural.

              


      

      


      
        	
                9.10

              	
                Alternative
                  Action.  In the event it shall become impossible for the
                  Bank or the Plan Administrator to perform any act required by this
                  Agreement due to regulatory or other constraints, the Bank or Plan
                  Administrator may in its discretion perform such alternative act
                  as most
                  nearly carries out the intent and purpose of this Agreement and
                  is in the
                  best

              


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      interests
        of the Bank, provided that such alternative acts do not subject the Executive
        to
        tax under Section 409A of the Code.

      


      
        	
                9.11

              	
                Headings.  Article
                  and section headings are for convenient reference only and shall
                  not
                  control or affect the meaning or construction of any of its
                  provisions.

              


      

      


      
        	
                9.12

              	
                Validity.  In
                  case any provision of this Agreement shall be illegal or invalid
                  for any
                  reason, said illegality or invalidity shall not affect the remaining
                  parts
                  hereof, but this Agreement shall be construed and enforced as if
                  such
                  illegal and invalid provision has never been inserted
                  herein.

              


      

      


      
        	
                9.13

              	
                Notice.  Any
                  notice or filing required or permitted to be given to the Bank
                  or Plan
                  Administrator under this Agreement shall be sufficient if in writing
                  and
                  hand-delivered, or sent by registered or certified mail, to the
                  address
                  below:

              


      

       

      
        	 	
                HomeFederal
                  Bank

              	 
	 	
                Attention:
                  CEO

              	 
	 	
                501
                  Washington Street

              	 
	 	
                Columbus,
                  IN  47201

              	 


      

       

      Such
        notice shall be deemed given as of the date of delivery or, if delivery is
        made
        by mail, as of the date shown on the postmark on the receipt for registration
        or
        certification.

      


      Any
        notice or filing required or permitted to be given to the Executive under
        this
        Agreement shall be sufficient if in writing and hand-delivered, or sent by
        mail,
        to the last known address of the Executive.

      


      
        	
                9.14

              	
                Compliance
                  with Section 409A.  This Agreement shall at all times be
                  operated and interpreted consistent with the requirements of Section
                  409A
                  of the Code and any and all regulations thereunder, including such
                  regulations as may be promulgated after the Effective Date of this
                  Agreement.

              


      

      


      


      IN
        WITNESS WHEREOF, the Executive and a duly authorized representative of the
        Bank
        have signed this Agreement.

      


      
        	
                Executive:

              	 	
                HOMEFEDERAL
                  BANK

              
	 	 	 	 
	 	 	 	 
	/s/
                S. Elaine Pollert	 	
                By

              	/s/
                Melissa A. McGill
	
                S.
                  Elaine Pollert

              	 	
                Title

              	SVP
                / Controller


      

      


      



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

          
                  

            HOMEFEDERAL
              BANK      
Supplemental
            Executive Retirement
            Agreement         

            BENEFICIARY
              DESIGNATION
              FORM           

             

             
              
                

              

            

          

        

      


      {  }           New
        Designation

      {  }           Change
        in Designation

      


      I,
        __________________________, designate the following as Beneficiary under
        the
        Agreement:

      


      
        	
                Primary:

                 
                  ___________________________________________________________

                 

                 
                  ___________________________________________________________

                 

              	
                 

                _____%

                 

                _____%

                 

              
	
                Contingent:

                 
                  ___________________________________________________________

                 

                 
                  ___________________________________________________________

                 

              	
                 

                _____%

                 

                _____%

                 

              


      

      
      

       

      
        Notes:

      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                ·

              	
                Please
                  PRINT CLEARLY or TYPE the names of the
                  beneficiaries.

              


      

      
        	
                 

              	
                ·

              	
                To
                  name a trust as Beneficiary, please provide the name of the trustee(s)
                  and
                  the exact name and date of the
                  trust agreement.

              


      

      
        	
                 

              	
                ·

              	
                To
                  name your estate as Beneficiary, please write “Estate of
                  [your
                  name]”.

              


      

      
        	
                 

              	
                ·

              	
                Be
                  aware that none of the contingent beneficiaries will receive anything
                  unless ALL of the primary beneficiaries predecease
                  you.

              


      

      


      I
        understand that I may change these beneficiary designations by delivering
        a new
        written designation to the Plan Administrator, which shall be effective only
        upon receipt and acknowledgment by the Plan Administrator prior to my
        death.  I further understand that the designations will be
        automatically revoked if the Beneficiary predeceases me, or, if I have named
        my
        spouse as Beneficiary and our marriage is subsequently dissolved.

      


      Name:              _______________________________

      


      Signature:      _______________________________                        Date:    __________

      


      


      Received
        by the Plan Administrator this ________ day of ___________________,
        2___

      


      By:            _________________________________

      


      Title:         _________________________________