FIRST FEDERAL BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





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                               First Federal Bank
                     Supplemental Executive Retirement Plan

                                Table of Contents



Article I - Introduction................................................. 1

Article II - Definitions................................................. 2

Article III - Eligibility and Participation.............................. 5

Article IV - Benefits.................................................... 6

Article V - Accounts..................................................... 8

Article VI - Supplemental Benefit Payments............................... 9

Article VII - Claims Procedures..........................................10

Article VIII - Amendment and Termination.................................12

Article IX - General Provisions..........................................13



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                                    Article I
                                  Introduction

Section 1.01 Purpose, Design and Intent.

(a)  The purpose of the First  Federal Bank  Supplemental  Executive  Retirement
     Plan (the  "Plan") is to assist  First  Federal  Bank (the  "Bank") and its
     affiliates  in  retaining  the  services  of  key  employees   until  their
     retirement,  to induce such  employees to use their best efforts to enhance
     the  business  of the  Bank  and its  affiliates,  and to  provide  certain
     supplemental retirement benefits to such employees.

(b)  The Plan, in relevant  part, is intended to constitute an unfunded  "excess
     benefit plan" as defined in Section 3(36) of the Employee Retirement Income
     Security Act of 1974, as amended. In this respect, the Plan is specifically
     designed to provide  certain key employees  with  retirement  benefits that
     would have been  provided  under  various  tax-qualified  retirement  plans
     sponsored by the Bank but for the applicable limitations placed on benefits
     and  contributions  under such plans by various  provisions of the Internal
     Revenue Code of 1986, as amended.




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                                   Article II
                                   Definitions

Section 2.01 Definitions.  In this Plan, whenever the context so indicates,  the
singular or the plural  number and the  masculine  or feminine  gender  shall be
deemed to include the other,  the terms "he," "his," and "him," shall refer to a
Participant or a beneficiary of a Participant,  as the case may be, and,  except
as otherwise provided, or unless the context otherwise requires, the capitalized
terms shall have the following meanings:

(a) "Affiliate" means any corporation,  trade or business, which, at the time of
reference,  is  together  with the  Bank,  a  member  of a  controlled  group of
corporations,  a group of trades or  businesses  (whether  or not  incorporated)
under common control,  or an affiliated  service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively,  or any other organization
treated as a single employer with the Bank under Section 414(o) of the Code.

(b) "Applicable Limitations" means one or more of the following, as applicable:

     (i)  the maximum limitations on annual additions to a tax-qualified defined
          contribution plan under Section 415(c) of the Code; and

     (ii) the maximum  limitation on the annual amount of compensation that may,
          under  Section  401(a)(17)  of the  Code,  be taken  into  account  in
          determining contributions to and benefits under tax-qualified plans.

(c) "Bank" means First Federal Bank, and its successors.

(d) "Board of Directors" means the Board of Directors of the Bank.

(e) "Change in Control" means, with respect to the Bank or the Company, an event
of a nature that:  (i) would be required to be reported in response to Item 1(a)
of the current report on Form 8-K, as in effect on the date hereof,  pursuant to
Section 13 or 15(d) of the Exchange  Act; or (ii) results in a Change in Control
of the Bank or the Company  within the meaning of the Home  Owners'  Loan Act of
1933,  as  amended,  the  Federal  Deposit  Insurance  Act,  and the  Rules  and
Regulations  promulgated by the Office of Thrift Supervision (or its predecessor
agency) ("OTS), as in effect on the date hereof (provided,  that in applying the
definition of change in control as set forth under the rules and  regulations of
the OTS, the Trustees shall  substitute  their judgment for that of the OTS); or
(iii)  without  limitation  such a Change  in  Control  shall be  deemed to have
occurred at such time as (A) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial  owner" (as defined
in Rule  13d-3  under the  Exchange  Act),  directly  or  indirectly,  of voting
securities of the Bank or the Company  representing 20% or more of the Bank's or
the Company's  outstanding voting securities or right to acquire such securities
except for any voting  securities  of the Bank  purchased by the Company and any
voting  securities  purchased by any employee benefit plan of the Company or its
subsidiaries; or (B) individuals who constitute the


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board of directors of the Bank on the date hereof (the "Incumbent  Board") cease
for any reason to  constitute  at least a majority  thereof,  provided  that any
person  becoming a director  subsequent  to the date hereof  whose  election was
approved by a vote of at least  three-quarters  of the directors  comprising the
Incumbent Board (or members who were nominated by the Incumbent Board), or whose
nomination  for  election  by  the  Company's  stockholders  was  approved  by a
Nominating  Committee  solely  composed  of members  which are  Incumbent  Board
members (or members who were  nominated by the Incumbent  Board),  shall be, for
purposes  of this  clause  (B),  considered  as  though  he were a member of the
Incumbent Board; or (C) a plan of reorganization, merger, consolidation, sale of
all or  substantially  all the  assets  of the Bank or the  Company  or  similar
transaction  occurs or is  effectuated  in which the Bank or  Company is not the
resulting  entity;  provided,  however,  that such an event listed above will be
deemed to have  occurred  or to have been  effectuated  upon the  receipt of all
required federal  regulatory  approvals not including the lapse of any statutory
waiting  periods;  or (D) a proxy  statement  has  been  distributed  soliciting
proxies  from  stockholders  of the Company,  by someone  other than the current
management  of  the  Company,   seeking  stockholder   approval  of  a  plan  of
reorganization,  merger or consolidation of the Company or Bank with one or more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then  subject  to such  plan or  transaction  are  exchanged  for or
converted into cash or property or securities  not issued by the  Institution or
the  Company  shall be  distributed;  or (E) a tender  offer is made by a person
other than the Company for 20% or more of the voting  securities  of the Bank or
Company then outstanding.

(f) "Code" means the Internal Revenue Code of 1986, as amended.

(g)  "Committee"  means the  person(s)  designated  by the  Board of  Directors,
pursuant to Section 9.02 of the Plan, to administer the Plan.

(h) "Common Stock" means the common stock of the Company.

(i) "Company" means First Federal Bancshares, Inc. and its successors.

(j) "Eligible  Individual"  means any Employee who  participates in the ESOP and
whom the Board of Directors  determines  is one of a "select group of management
or  highly  compensated  employees,"  as such  phrase  is used for  purposes  of
Sections 101, 201, and 301 of ERISA.

(k) "Employee" means any person employed by the Bank or an Affiliate.

(l) "Employer" means the Bank or Affiliate that employs the Employee.

(m) "ERISA"  means the  Employee  Retirement  Income  Security  Act of 1974,  as
amended.

(n) "ESOP" means the First  Federal  Bank  Employee  Stock  Ownership  Plan,  as
amended from time to time.



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(o) "ESOP  Acquisition  Loan" means a loan or other extension of credit incurred
by the trustee of the ESOP in  connection  with the  purchase of Common Stock on
behalf of the ESOP.

(p) "ESOP Valuation Date" means any day as of which the investment experience of
the trust fund of the ESOP is determined  and  individuals'  accounts  under the
ESOP are adjusted accordingly.

(q) "Effective Date" means January 1, 2000.

(r)  "Participant"  means an Eligible Employee who is entitled to benefits under
the Plan.

(s) "Plan" means this First Federal Bank Supplemental Executive Retirement Plan.

(t)  "Supplemental  ESOP Account"  means an account  established by an Employer,
pursuant  to  Section  5.01  of  the  Plan,  with  respect  to  a  Participant's
Supplemental ESOP Benefit.

(u)  "Supplemental  ESOP  Benefit"  means the benefit  credited to a Participant
pursuant to Section 4.01 of the Plan.

(v) "Supplemental  Stock Ownership  Account" means an account  established by an
Employer,  pursuant to Section 5.02 of the Plan, with respect to a Participant's
Supplemental Stock Ownership Benefit.

(w)  "Supplemental  Stock  Ownership  Benefit"  means the benefit  credited to a
Participant pursuant to Section 4.02 of the Plan.


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                                   Article III
                          Eligibility and Participation

Section 3.01 Eligibility and Participation.

(a)  Each Eligible  Employee may  participate in the Plan. An Eligible  Employee
     shall  become a  Participant  in the Plan upon  designation  as such by the
     Board of  Directors.  An  Eligible  Employee  whom the  Board of  Directors
     designates as a Participant in the Plan shall commence  participation as of
     the date  established  by the Board of  Directors.  The Board of  Directors
     shall establish an Eligible  Employee's date of  participation  at the same
     time it designates the Eligible Employee as a Participant in the Plan.

(b)  The Board of Directors may, at any time,  designate an Eligible Employee as
     a  Participant  for any or all  supplemental  benefits  provided  for under
     Article IV of the Plan.



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                                   Article IV
                                    Benefits

Section 4.01 Supplemental ESOP Benefit.

As of the last day of each plan year of the ESOP,  the Employer shall credit the
Participant's  Supplemental  ESOP Account with a Supplemental ESOP Benefit equal
to the excess of (a) over (b), where:

(a)  Equals the annual  contributions  made by the Employer and/or the number of
     shares of Common  Stock  released for  allocation  in  connection  with the
     repayment of an ESOP  Acquisition Loan that would otherwise be allocated to
     the accounts of the Participant under the ESOP for the applicable plan year
     if the  provisions of the ESOP were  administered  without regard to any of
     the Applicable Limitations; and

(b)  Equals the annual  contributions  made by the Employer and/or the number of
     shares of common  stock  released for  allocation  in  connection  with the
     repayment of an ESOP  Acquisition  Loan that are actually  allocated to the
     accounts  of the  Participant  under  the  provisions  of the ESOP for that
     particular  plan  year  after  giving  effect  to  any  reduction  of  such
     allocation  required by the  limitations  imposed by any of the  Applicable
     Limitations.

Section 4.02 Supplemental Stock Ownership Benefit.

(a)  Upon a Change in Control,  the Employer  shall credit to the  Participant's
     Supplemental Stock Ownership Account a Supplemental Stock Ownership Benefit
     equal to (i) less (ii), the result of which is multiplied by (iii), where:

     (i)  Equals the total  number of shares of Common Stock  acquired  with the
          proceeds of all ESOP  Acquisition  Loans (together with any dividends,
          cash proceeds, or other medium related to such ESOP Acquisition Loans)
          that would have been  allocated  or  credited  for the  benefit of the
          Participant  under the ESOP and/or this Plan,  as the case may be, had
          the  Participant  continued in the employ of the Employer  through the
          first ESOP  Valuation  Date  following the last  scheduled  payment of
          principal and interest on all ESOP  Acquisition  Loans  outstanding at
          the time of the Change in Control; and

     (ii) Equals the total  number of shares of Common Stock  acquired  with the
          proceeds of all ESOP  Acquisition  Loans (together with any dividends,
          cash proceeds, or other medium related to such ESOP Acquisition Loans)
          and allocated for the benefit of the Participant under the ESOP and/or
          this  Plan,  as the case may be, as of the first ESOP  Valuation  Date
          following the Change in Control; and

    (iii) Equals the fair market  value of Common  Stock  immediately  preceding
          the Change in Control.


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(b)  For purposes of clause:  (i) of subsection  (a) of this Section  4.02,  the
     total number of shares of Common Stock shall be determined  by  multiplying
     the sum of (i) and (ii) by (iii), where:

     (i)  equals the average of the total shares of Common Stock  acquired  with
          the proceeds of an ESOP Acquisition Loan and allocated for the benefit
          of the  Participant  under  the  ESOP as of  three  most  recent  ESOP
          Valuation  Dates  preceding the Change in Control (or lesser number if
          the  Participant  has not  participated  in the  ESOP for  three  full
          years);

     (ii) equals the average  number of shares of Common  Stock  credited to the
          Participant's Supplemental ESOP Account for the three most recent plan
          years of the ESOP (such that the three recent plan years coincide with
          the three most recent ESOP Valuation  Dates referred to in (i) above);
          and

    (iii) equals the original  number of scheduled  annual  payments on the ESOP
          Acquisition Loans.



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                                    Article V
                                    Accounts

Section 5.01 Supplemental ESOP Benefit Account.

For each  Participant who is credited with a benefit pursuant to Section 4.01 of
the Plan, the Employer shall establish,  as a memorandum account on its books, a
Supplemental  ESOP  Account.  Each  year,  the  Committee  shall  credit  to the
Participant's  Supplemental ESOP Account the amount of benefits determined under
Section 4.01 of the Plan for that year.  The Committee  shall credit the account
with an amount  equal to the  appropriate  number  of shares of Common  Stock or
other  medium  of  contribution  that  would  have  otherwise  been  made to the
Participant's  accounts  under the ESOP but for the  limitations  imposed by the
Code.  Shares of Common Stock shall be valued under this Plan in the same manner
as under the ESOP. Cash contributions  credited to a Participant's  Supplemental
ESOP Account  shall be credited  annually  with  interest at a rate equal to the
combined weighted return provided to the Participant's  non-stock accounts under
the ESOP.

Section 5.02 Supplemental Stock Ownership Account.

The  Employer  shall  establish,  as  a  memorandum  account  on  its  books,  a
Supplemental  Stock Ownership Account.  Upon a Change in Control,  the Committee
shall  credit to the  Participant's  Supplemental  Stock  Ownership  Account the
amount of benefits  determined  under  Section 4.02 of the Plan.  The  Committee
shall  credit the  account  with an amount  equal to the  appropriate  number of
shares of Common Stock or other medium of contribution that would have otherwise
been made to the  Participant's  accounts under the ESOP. Shares of Common Stock
shall be  valued  under  this Plan in the same  manner  as under the ESOP.  Cash
contributions  credited to a Participant's  Supplemental Stock Ownership Account
shall be  credited  annually  with  interest  at a rate  equal  to the  combined
weighted return provided to the Participant's non-stock accounts under the ESOP.




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                                   Article VI
                          Supplemental Benefit Payments

Section 6.01 Payment of Supplemental ESOP Benefit.

(a)  A Participant's  Supplemental ESOP Benefit shall be paid to the Participant
     or in the event of the Participant's death, to his beneficiary, in the same
     form,  time and medium  (i.e.,  cash and/or  shares of Common Stock) as his
     benefits are paid under the ESOP.

(b)  A Participant shall have a  non-forfeitable  right to the Supplemental ESOP
     Benefit credited to him under this Plan in the same percentage as he has to
     benefits  allocated to him under the ESOP at the time the  benefits  become
     distributable to him under the ESOP.

Section 6.02 Payment of Supplemental Stock Ownership Benefit.

(a)  A Participant's  Supplemental  Stock Ownership Benefit shall be paid to the
     Participant or in the event of the Participant's death, to his beneficiary,
     in the same  form,  time and medium  (i.e.,  cash  and/or  shares of Common
     Stock) as his benefits are paid under the ESOP.

(b)  A  Participant  shall  always  have a fully  non-forfeitable  right  to the
     Supplemental Stock Ownership Benefit credited to him under this Plan.

Section 6.03 Alternative Payment of Benefits.

Notwithstanding the other provisions of this Article VI, a Participant may, with
prior written consent of the Committee and upon such terms and conditions as the
Committee  may impose,  request that the  Supplemental  ESOP Benefit  and/or the
Supplemental  Stock Ownership Benefit to which he is entitled be paid commencing
at a  different  time,  over a different  period,  in a  different  form,  or to
different  persons,  than the  benefit  to which  he or his  beneficiary  may be
entitled under the ESOP.



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                                   Article VII
                                Claims Procedures

Section 7.01 Claims Reviewer.

For purposes of handling claims with respect to this Plan, the "Claims Reviewer"
shall be the Committee,  unless the Committee designates another person or group
of persons as Claims Reviewer.

Section 7.02 Claims Procedure.

(a)  An  initial  claim  for  benefits  under  the  Plan  must  be  made  by the
     Participant or his  beneficiary  or  beneficiaries  in accordance  with the
     terms of this Section 7.02.

(b)  Not later than ninety (90) days after  receipt of such a claim,  the Claims
     Reviewer  will  render a written  decision  on the  claim to the  claimant,
     unless special  circumstances  require the extension of such 90-day period.
     If such  extension is  necessary,  the Claims  Reviewer  shall  provide the
     Participant or the Participant's  beneficiary or beneficiaries with written
     notification of such extension  before the expiration of the initial 90-day
     period.  Such notice shall  specify the reason or reasons for the extension
     and the date by which a final  decision can be expected.  In no event shall
     such  extension  exceed a period  of  ninety  (90) days from the end of the
     initial 90-day period.

(c)  In the event the Claims  Reviewer  denies the claim of a Participant or any
     beneficiary in whole or in part, the Claims Reviewer's written notification
     shall specify, in a manner calculated to be understood by the claimant, the
     reason for the denial;  a reference  to the Plan or other  document or form
     that is the basis for the denial; a description of any additional  material
     or  information  necessary  for the  claimant  to  perfect  the  claim;  an
     explanation  as to why such  information  or material is necessary;  and an
     explanation of the applicable claims procedure.

(d)  Should the claim be denied in whole or in part and should the  claimant  be
     dissatisfied  with the  Claims  Reviewer's  disposition  of the  claimant's
     claim,  the  claimant  may have a full and fair  review of the claim by the
     Committee upon written request  submitted by the claimant or the claimant's
     duly authorized  representative  and received by the Committee within sixty
     (60)  days  after  the  claimant  receives  written  notification  that the
     claimant's  claim has been denied.  In  connection  with such  review,  the
     claimant or the claimant's duly authorized representative shall be entitled
     to review  pertinent  documents and submit the  claimant's  views as to the
     issues,  in writing.  The  Committee  shall act to deny or accept the claim
     within sixty (60) days after receipt of the claimant's  written request for
     review unless  special  circumstances  require the extension of such 60-day
     period.  If such  extension is necessary,  the Committee  shall provide the
     claimant with written  notification of such extension before the expiration
     of such initial 60-day period.  In all events,  the Committee  shall act to
     deny or accept the claim  within 120 days of the receipt of the  claimant's
     written  request for review.  The action of the  Committee  shall be in the
     form of a written notice to the claimant and its contents shall include all
     of the requirements for action on the original claim.



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(e)  In no event may a claimant  commence legal action for benefits the claimant
     believes are due the claimant  until the claimant has  exhausted all of the
     remedies and procedures afforded the claimant by this Article VII.





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                                  Article VIII
                            Amendment and Termination

Section 8.01 Amendment of the Plan.

The Bank  may  from  time to time and at any  time  amend  the  Plan;  provided,
however,  that  such  amendment  may not  adversely  affect  the  rights  of any
Participant or  beneficiary  with respect to any benefit under the Plan to which
the Participant or beneficiary may have previously  become entitled prior to the
effective  date of such  amendment  without  the consent of the  Participant  or
beneficiary.  The Committee shall be authorized to make minor or  administrative
changes to the Plan,  as well as amendments  required by  applicable  federal or
state law (or authorized or made desirable by such statutes); provided, however,
that such amendments must subsequently be ratified by the Board of Directors.

Section 8.02 Termination of the Plan.

The Bank may at any time  terminate  the  Plan;  provided,  however,  that  such
termination  may  not  adversely   affect  the  rights  of  any  Participant  or
beneficiary  with respect to any benefit under the Plan to which the Participant
or beneficiary may have  previously  become entitled prior to the effective date
of such termination  without the consent of the Participant or beneficiary.  Any
amounts  credited to the supplemental  accounts of any Participant  shall remain
subject to the provisions of the Plan and no  distribution  of benefits shall be
accelerated because of termination of the Plan.



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                                   Article IX
                               General Provisions

Section 9.01 Unfunded, Unsecured Promise to Make Payments in the Future.

The right of a Participant or any  beneficiary  to receive a distribution  under
this Plan shall be an unsecured  claim against the general assets of the Bank or
its  Affiliates  and neither a Participant  nor his  designated  beneficiary  or
beneficiaries  shall have any rights in or against  any amount  credited  to any
account  under this Plan or any other  assets of the Bank or an  Affiliate.  The
Plan at all times shall be  considered  entirely  unfunded both for tax purposes
and for  purposes  of Title I of  ERISA.  Any  funds  invested  hereunder  shall
continue  for all  purposes to be part of the  general  assets of the Bank or an
Affiliate and  available to its general  creditors in the event of bankruptcy or
insolvency.  Accounts  under  this Plan and any  benefits  which may be  payable
pursuant  to this Plan are not  subject  in any  manner to  anticipation,  sale,
alienation,   transfer,   assignment,   pledge,   encumbrance,   attachment,  or
garnishment by creditors of a Participant or a  Participant's  beneficiary.  The
Plan constitute a mere promise by the Bank or Affiliate to make benefit payments
in the future.  No  interest or right to receive a benefit may be taken,  either
voluntarily or  involuntarily,  for the  satisfaction  of the debts of, or other
obligations or claims against, such Participant or beneficiary, including claims
for alimony, support, separate maintenance and claims in bankruptcy proceedings.

Section 9.02 Committee as Plan Administrator.

(a)  The Plan shall be administered by the Committee  designated by the Board of
     Directors.

(b)  The  Committee  shall have the  authority,  duty and power to interpret and
     construe the provisions of the Plan as it deems appropriate.  The Committee
     shall have the duty and responsibility of maintaining  records,  making the
     requisite calculations and disbursing the payments hereunder.  In addition,
     the  Committee  shall have the  authority  and power to delegate any of its
     administrative  duties to employees of the Bank or  Affiliate,  as they may
     deem  appropriate.  The Committee  shall be entitled to rely on all tables,
     valuations,  certificates,  opinions,  data and  reports  furnished  by any
     actuary,  accountant,  controller,  counsel  or other  person  employed  or
     retained  by the  Bank  with  respect  to the  Plan.  The  interpretations,
     determination, regulations and calculations of the Committee shall be final
     and binding on all persons and parties concerned.

Section 9.03 Expenses.

Expenses  of  administration  of the  Plan  shall  be  paid  by the  Bank  or an
Affiliate.

Section 9.04 Statements.

The Committee shall furnish  individual annual statements of accrued benefits to
each  Participant,  or current  beneficiary,  in such form as  determined by the
Committee or as required by law.



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Section 9.05 Rights of Participants and Beneficiaries.

(a)  The sole rights of a Participant or beneficiary under this Plan shall be to
     have  this  Plan  administered  according  to its  provisions,  to  receive
     whatever benefits he or she may be entitled to hereunder.

(b)  Nothing in the Plan shall be  interpreted  as a guaranty  that any funds in
     any trust which may be established in connection with the Plan or assets of
     the Bank or an Affiliate will be sufficient to pay any benefit hereunder.

(c)  The  adoption  and  maintenance  of this  Plan  shall not be  construed  as
     creating  any  contract  of  employment  or service  between the Bank or an
     Affiliate  and any  Participant  or other  individual.  The Plan  shall not
     affect the right of the Bank or an Affiliate to deal with any  Participants
     in  employment or service  respects,  including  their  hiring,  discharge,
     compensation, and conditions of employment or other service.

Section 9.06 Incompetent Individuals.

The  Committee may from time to time  establish  rules and  procedures  which it
determines  to be necessary  for the proper  administration  of the Plan and the
benefits  payable  to a  Participant  or  beneficiary  in the  event  that  such
Participant or beneficiary  is declared  incompetent  and a conservator or other
person  legally  charged  with  that  Participant's  or  beneficiary's  care  is
appointed.  Except as otherwise provided herein,  when the Committee  determines
that such Participant or beneficiary is unable to manage his financial  affairs,
the  Committee  may pay such  Participant's  or  beneficiary's  benefits to such
conservator,  person legally charged with such  Participant's  or  beneficiary's
care,  or  institution  then  contributing  toward or providing for the care and
maintenance  of  such  Participant  or  beneficiary.   Any  such  payment  shall
constitute a complete discharge of any liability of the Bank or an Affiliate and
the Plan for such Participant or beneficiary.

Section 9.07 Sale, Merger, or Consolidation of the Bank.

The Plan may be  continued  after a sale of assets  of the Bank,  or a merger or
consolidation of the Bank into or with another corporation or entity only if and
to the extent that the  transferee,  purchaser  or  successor  entity  agrees to
continue the Plan. Additionally, upon a merger, consolidation or other change in
control any amounts credited to Participant's  deferral accounts shall be placed
in a grantor trust to the extent not already in such a trust.  In the event that
the Plan is not continued by the transferee, purchaser or successor entity, then
the Plan shall be  terminated  subject to the  provisions of Section 8.02 of the
Plan. Any legal fees incurred by a Participant in determining  benefits to which
such  Participant  is  entitled  under the Plan  following  a sale,  merger,  or
consolidation  of the  Bank or an  Affiliate  of  which  the  Participant  is an
Employee or, if applicable, a member of the Board of Directors, shall be paid by
the resulting or succeeding entity.



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Section 9.08 Location of Participants.

Each  Participant  shall keep the Bank  informed of his current  address and the
current address of his designated  beneficiary or beneficiaries.  The Bank shall
not be obligated to search for any person.  If such person is not located within
three (3) years after the date on which  payment of the  Participant's  benefits
payable  under  this Plan may first be made,  payment  may be made as though the
Participant or his beneficiary had died at the end of such three-year period.

Section 9.09 Liability of the Bank and its Affiliates.

Notwithstanding  any provision herein to the contrary,  neither the Bank nor any
individual  acting as an  employee  or agent of the Bank  shall be liable to any
Participant, former Participant, beneficiary, or any other person for any claim,
loss,  liability  or  expense  incurred  in  connection  with the  Plan,  unless
attributable to fraud or willful  misconduct on the part of the Bank or any such
employee or agent of the Bank.

Section 9.10 Governing Law.

All questions  pertaining to the  construction,  validity and effect of the Plan
shall be determined in accordance  with the laws of the United States and to the
extent not preempted by such laws, by the laws of the state of Illinois.



Having been  ratified by its Board of Directors on August 9, 2000,  this Plan is
executed by its duly authorized officer this 13th day of November, 2000.


                                          FIRST FEDERAL BANK
Attest:


/s/ Ronald A. Feld                        By:  /s/ James J. Stebor
-------------------------                      ---------------------------------
                                               For the Entire Board of Directors



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