ex10_4.htm


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    CAPITOL
FEDERAL FINANCIAL

    Deferred
Incentive Bonus Plan

    


    


    


    


    


    


    


    


    


    


    Amended
and Restated To Comply With

    Section
409A of the Internal Revenue Code and the Final Regulations
Thereunder

    


    


    


    


    


    


    


    


    


    


    


    Effective
Date of Formal

    Amendment
and Restatement

    January
1, 2009

    


    


    



    
      
         


      

      
         


         


      

      
         


      

    


    CAPITOL
FEDERAL FINANCIAL

    Deferred
Incentive Bonus Plan

    Table
of Contents

    


    


    
      	 
      	 
      	
              Page

            
	
              ARTICLE
      I --

            	
              PURPOSE

            	
              1

            
	 
      	 
      	 
      
	
              ARTICLE
      II –

            	
              DEFINITIONS

            	
              1

            
	 
      	 
      	 
      
	
              ARTICLE
      III --

            	
              PARTICIPATION

            	
              3

            
	 
      	 
      	 
      
	
              ARTICLE
      IV --

            	
              DEFERRED
      ACCOUNTS

            	
              4

            
	 
      	 
      	 
      
	
              ARTICLE
      V --

            	
              BENEFITS

            	
              5

            
	 
      	 
      	 
      
	
              ARTICLE
      VI --

            	
              RESERVED

            	
              6

            
	 
      	 
      	 
      
	
              ARTICLE
      VII --

            	
              SOURCE
      OF BENEFITS

            	
              6

            
	 
      	 
      	 
      
	
              ARTICLE
      VIII --

            	
              ADMINISTRATION
      OF THIS PLAN

            	
              7

            
	 
      	 
      	 
      
	
              ARTICLE
      IX --

            	
              AMENDMENT

            	
              8

            
	 
      	 
      	 
      
	
              ARTICLE
      X --

            	
              TERMINATION

            	
              8

            
	 
      	 
      	 
      
	
              ARTICLE
      XI --

            	
              RESTRICTIONS
      ON ALIENATION OF BENEFITS

            	
              9

            
	 
      	 
      	 
      
	
              ARTICLE
      XII --

            	
              CLAIMS
      PROCEDURE

            	
              10

            
	 
      	 
      	 
      
	
              ARTICLE
      XIII --

            	
              MISCELLANEOUS

            	
              11

            


    

    


    


    


    


    


    


    



    
      
         


      

      
         


         


      

      
         


      

    

     

    
 

    CAPITOL
FEDERAL FINANCIAL

    Deferred
Incentive Bonus Plan

    


    


    W I T N E S S E T H: That;

    


    WHEREAS, the Company maintains the
Capitol Federal Financial Deferred Incentive Bonus Plan (the “Plan”) for the
purpose of providing specified benefits to Senior Managers of the Company who
contribute to the continued growth, development, and future business success of
the Company; and

    


    WHEREAS, the Plan has been amended to
comply with the applicable requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”); and

    


    WHEREAS, the Plan must be amended to
reflect the final regulations that were subsequently issued under Section 409A;
and

    


    WHEREAS, the Company desires to amend
and restate the Plan on the terms and conditions set forth herein in order to
accomplish the foregoing; and

    


    WHEREAS, the Committee has reviewed the
terms and provisions hereof and approved the Plan, and such action by the
Committee has been ratified by the Board.

    


    NOW, THEREFORE, the Company hereby
amends and restates the Plan on the terms and conditions set forth herein, which
Plan shall be known as the “Capitol Federal Financial Deferred Incentive Bonus
Plan.”  The effective
date of this amended and restated version of the Plan is January 1, 2009,
although it is intended that the Plan be in operational compliance with Section
409A as of January 1, 2005, to the extent required by regulations and other
guidance issued thereunder.

     

     

    
 

    



    
      
         


      

      
         


         


      

      
         


      

    

     

    
 

    ARTICLE
I -- PURPOSE

    


    Section 1.01. Purpose. The
purpose of this Plan is to provide specified benefits to Senior Managers of
Capitol Federal Financial (“CFF”) and Capitol Federal Savings Bank (collectively
the “Company”) who contribute to the continued growth, development, and future
business success of the Company. This program shall be administered as an
unfunded plan of deferred compensation for income tax
purposes and shall be applicable solely to those Employees serving in the job
classification of Chairman, Chief Executive Officer, President, Executive
Vice-Presidents, and Senior Vice Presidents (“Senior Managers”). This Plan is
intended to operate in conjunction with that certain Short Term Performance Plan
adopted by the Company effective October 1, 2005.

    


    


    ARTICLE
II -- DEFINITIONS

    


    For purposes of this Plan, the
following phrases or terms shall have the indicated meanings unless otherwise
clearly apparent from the context. Capitalized terms not specifically defined
herein shall have the meanings set forth in the Short Term Performance
Plan.

    


    “Affiliated Company(ies)”
means each entity that has a relationship to the Company as described by Section
414(b) or (c) of the Code.

    


    “Approved Reason” means a
reason for a Separation from
Service with the Company which, in the opinion of the Committee, is in
the best interest of the Company.

    


    “Award” or “Performance Award”
means a lump sum cash payment granted under the Plan to a Participant by the
Committee pursuant to such terms, conditions, restrictions and/or limitations,
if any, as the Committee may establish.

    


    “Beneficiary or Beneficiaries”
means the person, persons, entity or entities entitled to receive any benefits
under this Plan pursuant to the designation of the Participant (or in default of
such designation) as provided in Section 5.03 hereof.

    


    “Board of Directors” or
“Board” means the Board of Directors of Capitol Federal
Financial.

    


    “Cause” means:

    


    
      	
               
      

            	
              (a)

            	
              the
      willful and continued failure by an Employee to substantially perform his
      or her duties with his or her employer after written warnings identifying
      the lack of substantial performance are delivered to the Employee by his
      or her employer to specifically identify the manner in which the employer
      believes that the Employee has not substantially performed his or her
      duties, or

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      willful engaging by an Employee in illegal conduct which is materially and
      demonstrably injurious to CFF or a
Subsidiary.

            


    

    


    “Change In Control” means the
occurrence of any of the following three events: (i) any third person, other
than Capitol Federal Savings Bank MHC, including a “group” as defined in Section
13(d)(3) of the Exchange Act, shall become the beneficial owner of shares of CFF
with respect to which 25% or more of the total number of votes for the election
of the Board may be cast, (ii) as a result of, or in connection with, any cash
tender offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were Directors of CFF
shall cease to constitute


    
      
         


      

      
        1

         


      

      
         


      

    

     

    
 

    a
majority of the Board, or (iii) the stockholders of CFF shall approve an
agreement providing either for a transaction in which CFF will cease to be an
independent publicly-owned corporation (whether in stand alone or mutual holding
company form) or for a sale or other disposition of all or substantially all of
the assets of CFF.

    


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

    


    “Committee” means the
Compensation Committee of the Board, or such other Board committee as may be
designated by the Board to administer the Plan; provided, however, that the
Committee shall consist of an odd number of three or more Directors, each of
whom is a “Non-Employee Director” within the meaning of Rule 16b-3 under the
Exchange Act, or any successor definition adopted.

    


    “Company” means Capitol
Federal Financial and its wholly owned subsidiary, Capitol Federal Savings
Bank.

    


    “Deferred Amount” means that
portion of a Participant’s Performance Award, between $2,000 and 50% of such
Award up to but not exceeding $100,000, which the Participant elects to defer
under the terms of this Plan.

    


    “Deferred Account” or
“Account” means the ledger entry established in accordance with ARTICLE
III, which entry shall represent the Company’s unsecured and unfunded promise to
pay the amount of benefits set forth by such entry.

    


    “Disability” means a
disability under the terms of any long-term disability plan maintained by the
Company.

    


    “Distribution Date” means the
January 25th next following the last day of each Mandatory Deferral
Period.

    


    “Employee” means a common law
Employee of the Company paid from the Company payroll account.

    


    “Mandatory Deferral Period” means the
consecutive thirty-six month period beginning on the applicable Award Payment
Date and ending at midnight on the applicable December 31st.  For purposes of
this definition, the Award Payment Date shall be deemed to be the December 31
following the Performance Period to which the deferred Award under the Short
Term Performance Plan relates.

    


    “Officer” means only those
certain salaried Employees of the Company who are administrative executives in
continuous service with the Company employed by the Company in one of the
following job classifications: Chairman, Chief Executive Officer, President,
Executive Vice-President, Senior Vice-President, First Vice-President,
Vice-President, Assistant Vice-President, and Assistant Cashier.

    


    “Participant” means a common
law Employee paid from the Company payroll account who is an Officer classified
as Chairman, Chief Executive Officer, President, Executive Vice-President, or
Senior Vice-President and who has been designated by the Committee as eligible
to participate in this Plan and who has satisfied all of the threshold
eligibility criteria applicable to this Plan.

    


    “Plan” means the Capitol
Federal Financial Deferred Incentive Bonus Plan.

    


    “Plan Year” means the Company
fiscal year ending each September 30th.


    
      
         


      

      
        2

         


      

      
         


      

    

     

    
 

    “Retirement” means, for all
Plan purposes other than the Plan’s change of control provision, a termination
of employment from the Company on or after attainment of age 65.

    


    “Section 409A” means Section
409A of the Code and the regulations and guidance of general applicability
issued thereunder.

    


    “Senior Manager” means a
Company Officer classified as Chairman, Chief Executive Officer, President,
Executive Vice-President, or Senior Vice-President.

    


    “Separation from Service”
means the termination of employment with the Company and all Affiliated
Companies. The term includes, but is not limited to, termination of employment
due to a Participant’s death, Disability, Retirement, discharge (with or without
cause), or voluntary termination. The term shall not include any temporary
absences due to vacation, sickness, or other leaves of absence granted to
Participant by the Company. A Separation from Service shall not be deemed to
occur, however, upon a transfer involving any combination of the Company and any
Affiliated Company. No termination of employment shall constitute a “Separation
from Service” unless the termination event also constitutes a “separation from
service” within the meaning of Section 409A and the final
regulations thereunder, taking into account the rules and presumptions provided
for therein.

    


    “Short Term Performance Plan” or
“STPP” means the incentive bonus arrangement sponsored and maintained by
the Company for the benefit of eligible Officers. The Short Term Performance
Plan is incorporated herein by reference.

    


    “Sole Discretion” means the
right and power to decide a matter, which may be exercised arbitrarily at any
time and from time to time.

    


    “Subsidiary” means a
corporation or other business entity in which CFF directly or indirectly has an
ownership interest of 80 percent or more.

    


    “Taxable Year” means the
12-month period beginning January 1.

    


    


    ARTICLE
III -- PARTICIPATION

    


    Section 3.01. Eligibility. In
order to become a Participant in this Plan and defer Performance Awards granted
under the STPP under this Plan, a Senior Manager must satisfy each of the
following conditions:

    


    
      	
               
      

            	
              A.

            	
              Participation In The
      STPP. In order to be eligible for participation in this Plan, a
      Senior Manager must be eligible for, and an Active Participant in, the
      STPP.

            


    

    


    
      	
               
      

            	
              B.

            	
              Committee
      Designation. In addition to eligibility and participation in the
      STPP, a Senior Manager must be specifically designated as eligible to
      defer under this Plan. The Committee shall have the unrestricted right and
      power, which may be exercised in its Sole Discretion and at any time and
      from time to time, to designate Senior Managers who are eligible to
      participate in this Plan. The Committee also shall have the right, in its
      Sole Discretion, to terminate an individual’s future participation in this
      Plan, but only to the extent permitted by Section 409A. If an individual’s
      participation in this Plan is terminated, the Participant (or
      Participant’s Beneficiary) shall be entitled to receive the Participant’s
      Account at the time and in the manner determined under Article
      V.

            


    


    
      
         


      

      
        3

         


      

      
         


      

    


     

    
      


      
        	
                 
      

              	
                C.

              	
                Timely Deferral Election. In
      addition to the criteria set forth above, participation in this Plan shall
      only be possible if the Senior Manager has timely executed and filed with
      the Committee the appropriate deferral election forms. Deferral election
      forms shall be considered timely filed only if they are properly
      completed, executed, and filed with the Committee in accordance with
      Committee rules and the provisions of Section
  3.02.

              


      

      
Section 3.02. Incentive Bonus
Deferral Agreements. For each Taxable Year (or portion of the Taxable
Year after entry into the Plan), each Participant may elect to execute a
deferral election agreement with respect to an Award at such time and in such
form and manner as the Committee may from time to time prescribe for such
purpose; provided, however, that in the case of a Senior Manager newly eligible
to participate in the Plan, the Committee shall not prescribe a time later than
30 days after the date the Senior Manager is first eligible to participate in
this Plan for such Senior Manager to make a deferral election for that taxable
year. Any
such election by a Participant to reduce the Participant’s compensation shall
only apply to compensation attributable to services to be performed by the
Participant in a Plan Year that commences after the date of the Participant’s
deferral election; provided, however, that in the case of an election to defer
any performance-based compensation (within the meaning of Section 409A) payable
with respect to services performed over a period of at least 12 months, such
election must be made no later than 6 months before the end of such period.
All calculations of the dollar amount of an Award shall be determined
under the terms of the STPP.

    

    


    The terms of any such deferral election
agreement shall provide that the Participant agrees to accept a reduction in
compensation from the Company with respect to an Award. The agreement
shall be irrevocable by the Participant during the Plan Year in which the
services are performed and each subsequent Plan Year, unless the Participant
enters into a new agreement prior to the beginning of the Plan Year for which
the change is to be effective. All elections, including modifications and
revocation, shall be made upon such terms and conditions and at such time and in
such manner as the Committee may from time to time determine in its Sole
Discretion. The agreement shall automatically terminate upon the termination of
this Plan, upon a Participant’s Separation from Service.

    


    Section 3.03. Limitations on
Deferrals. Participants may elect to defer amounts of not less than two
thousand dollars ($2,000.00), up to an amount equal to fifty percent (50%) of
the Participant’s anticipated Performance Award for the upcoming performance
year; provided, however, that the amount of a single deferral may not exceed one
hundred thousand dollars ($100,000.00). No deferred amount may be distributed or
withdrawn except as provided in Article V, and no deferral under the Plan shall
continue past the applicable Distribution Date.

    


    


    ARTICLE
IV -- DEFERRED ACCOUNTS

    


    Section 4.01. Deferred
Account. The Deferred Amount described in Section 3.03 above shall be
credited to the Participant’s Deferred Account.

    


    
      	
               
      

            	
              A.

            	
              To
      the extent the Company is required to withhold any taxes or other amounts
      from the Deferred Amount pursuant to any federal, state, or local law,
      such amounts shall be taken out of the portion of the Participant’s Award
      or other Compensation not deferred under this
  Plan.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      Company shall match each Deferred Amount by an amount equal to 50% of such
      Deferred Amount; provided, however, that such match shall be subject to
      forfeiture and shall be forfeited if the Participant terminates service
      with the Company at any time
for

            


    


    
      
         


      

      
        4

         


      

      
         


      

    

     

     

    
 

    
      	
               
      

            	
              any
      reason, including death, Disability, Retirement, or an Approved Reason,
      during the applicable Mandatory Deferral
Period.

            


    

    


    Section 4.02. Vesting. Each
Participant shall be fully vested in the Participant’s Deferred Amount. However,
Participants shall only become vested in the Company matching amount (credited
to the Deferred Amount at the commencement of the Mandatory Deferral Period) if
the Participant remains continuously employed with the Company during the
Mandatory Deferral Period and is so employed on the applicable Distribution
Date.

    


    Section 4.03. Increases to the
Account. The Participant’s Deferred Account shall be increased by an
earnings factor. The earnings factor shall equal the amount that the
Participant’s Deferred Account would have increased if, immediately following
addition to the Account of the deemed Company match, the Account had been
invested in the common stock of Capitol Federal Financial (“CFFN”) and that
position had been held through the last December 31st of the Mandatory Deferral
Period.

    


    
      	
               
      

            	
              A.

            	
              In
      order to establish an initial value for the Account at the commencement of
      the Mandatory Deferral Period, the Committee shall utilize the closing
      price of CFFN as of the December 31st immediately preceding the applicable
      Award Payment Date and shall deem the entire Account (including the
      forfeitable Company match) to be 100% invested in CFFN at such price. If,
      as of the December 31st immediately preceding the end of the Mandatory
      Deferral Period, the closing market price for CFFN is greater than the
      initial Value, the difference in value shall be converted to cash, added
      to the Account and paid on the Distribution Date along with the Deferred
      Amount, the Company match, and the Dividend
  Equivalents.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      Committee shall credit the Account with an amount appropriate to reflect
      dividends actually paid on Capitol Federal Financial common stock during
      the Mandatory Deferral Period (Dividend Equivalents). Dividend Equivalents
      shall be credited to the Account as of the time dividends are actually
      paid on CFFN and shall be treated as additional units of CFFN; provided,
      however, that, notwithstanding anything hereinabove to the contrary,
      Dividend Equivalents shall be valued and paid based only upon the CFFN
      closing price as of the December 31st immediately preceding the end of the
      Mandatory Deferral Period.

            


    

    


    
      	
               
      

            	
              C.

            	
              Notwithstanding
      anything to the contrary, the Company shall not be obligated to acquire
      any interest in any fund or investment option and any asset that may be
      acquired in order to provide a means for payment of any liability shall
      remain the property of the Company.

            


    

    


    Section 4.04. Statement of
Account. The Committee shall submit to each Participant, within 90 days
after the close of each Plan Year, a statement setting forth the balance to the
credit of each Participant of his or her Deferred Account.

    


    


    ARTICLE
V -- BENEFITS

    


    Section 5.01. General. With
respect to each Deferred Amount contributed to a Participant’s Deferred Account
hereunder, if the Participant remains continuously employed by the Company
during the applicable Mandatory Deferral Period and is so employed on the
applicable Distribution Date, the portion of the Participant’s Deferred Account
attributable to such Deferred Amount that the Participant is entitled to receive
as of such Distribution Date (including any earnings and/or Company match
credited to


    
      
         


      

      
        5

         


      

      
         


      

    

     

    
 

    the
Participant’s Deferred Account with respect to such Deferred Amount in
accordance with Article IV hereof) will be paid to the Participant in a single
lump sum payment on the applicable Distribution Date.

    


    Section 5.02. Separation from
Service. With respect to each Deferred Amount contributed to a
Participant’s Deferred Account hereunder, if the Participant incurs a Separation
from Service due to death, Disability, or any other reason at any time before
the applicable Distribution Date, the portion of the Participant’s Deferred
Account attributable to such Deferred Amount that the Participant is entitled to
receive as of the date of such Separation from Service shall be paid to the
Participant in a single lump sum payment as soon as administratively practicable
on or after the earlier of (i) the first day of the Taxable Year after the
Taxable Year in which the Participant incurs such Separation from Service, or
(ii) the date that would have been the applicable Distribution Date with respect
to such Deferred Amount had the Participant remained continuously employed by
the Company during the applicable Mandatory Deferral Period and on such
Distribution Date (the “Payment Date”); provided, however, that payment
hereunder shall not occur later than the later of (i) the end of the calendar
year in which the Payment Date occurs, or (ii) the 15th day of the third
calendar month after the Payment Date occurs; and provided
further that if the Participant is at the time of his Separation from Service a
“Specified Employee” (as that phrase is defined in Section 409A), then no
payment shall be made before the 185th day following
the date of the Participant’s Separation from Service, except upon his earlier
death.  Notwithstanding the foregoing, in the event of a
distribution described in this Section 5.02, no match or earnings described in
Article IV hereof shall be payable to the Participant, and the Participant shall
not be entitled to receive an amount greater than such Deferred
Amount.  In the event a Participant entitled to receive payment in
accordance with Section 5.02 dies before receipt of such payment, such payment
shall be paid to the Participant’s Beneficiary.

    


    Section 5.03. Beneficiary
Designation. The Beneficiary of a Participant shall be the person,
persons, entity, or entities designated by the Participant on a beneficiary
designation form provided by the Committee. A Participant shall have the right
to change his or her Beneficiary designation at any time; provided, however,
that no change of a Beneficiary shall be effective until received by the
Committee. All Beneficiary designations, and any amendments and revocations
thereto, shall be made upon such form or forms and in such manner as the
Committee may from time to time direct. In the event a Participant dies without
having a Beneficiary designation in force, or in the event no named Beneficiary
is alive or is in being at the time, all payments due hereunder shall be paid
the Participant’s surviving spouse, if any. If the Participant leaves no
surviving spouse then such payment shall be made to the Participant’s
estate.

    


    


    ARTICLE
VI -- RESERVED

    


    ARTICLE
VII -- SOURCE OF BENEFITS

    


    Section 7.01. Source of
Benefits. Amounts payable hereunder shall be paid exclusively from the
general assets of the Company. The Company’s obligation under this Plan shall
constitute a mere promise to pay benefits in the future, and no person entitled
to payment hereunder shall have any claim, right, security interest, or other
interest in any fund, trust, account, insurance contract, or other asset of the
Company. The Company is not obligated to invest in any specific assets or fund,
but it may invest in any asset or assets it deems advisable in order to provide
a means for the payment of any liabilities under this Plan. Each Participant
shall be an unsecured general creditor of the Company and shall have no interest
whatsoever in any such assets or fund. The Company’s liability for the payment
of benefits hereunder shall be evidenced only by this Plan.


    
      
         


      

      
        6

         


      

      
         


      

    

     

    
 

    ARTICLE
VIII -- ADMINISTRATION OF THIS PLAN

    


    Section 8.01. Appointment of
Committee. This Plan shall be administered under the supervision of a
Committee. It shall be a principal duty of the Committee to see that this Plan
is carried out in accordance with its terms. The Committee shall have full power
to administer this Plan in all of its details, subject, however, to the
requirements of the Code, and other applicable laws. For this purpose, the
Committee’s powers shall include, but are not limited to, the authority, in
addition to all other powers provided by this Plan, to:

    


    
      	
               
      

            	
              A.

            	
              Determine
      in its discretion the eligibility of any Officer to participate in this
      Plan and of any individual to receive benefits under this
      Plan;

            


    

    


    
      	
               
      

            	
              B.

            	
              Exercise
      its discretion in making interpretations regarding the terms of this Plan
      and its interpretations to be final and conclusive on all persons claiming
      benefits under this Plan;

            


    

    


    
      	
               
      

            	
              C.

            	
              Compute
      and implement the proper deferral limitations and compute amounts payable
      for any Participant in accordance with the provisions of this Plan, the
      manner and time of payment and to determine and authorize the person or
      persons to whom such payments will be
paid;

            


    

    


    
      	
               
      

            	
              D.

            	
              Receive
      claims for benefits and render decisions respecting such claims under this
      Plan;

            


    

    


    
      	
               
      

            	
              E.

            	
              Make
      and enforce such rules and regulations as it deems necessary or proper for
      the efficient administration of this
Plan;

            


    

    


    
      	
               
      

            	
              F.

            	
              Appoint
      such agents, specialists, legal counsel, accountants, actuaries,
      consultants, or other persons as the Committee deems advisable to assist
      in administering this Plan;

            


    

    


    
      	
               
      

            	
              G.

            	
              Allocate
      and delegate its responsibilities under this Plan and to designate other
      persons to carry out any of its responsibilities under this Plan, any such
      allocation, delegation, or designation to be in
  writing;

            


    

     

    
      
        	
                 
      

              	
                H.

              	
                
                  Be
      responsible for all reporting and disclosure requirements for this Plan
      under the law;

                

              


      

       

      
        	
                 
      

              	
                I.

              	
                
                  Receive
      from the Company, Participants and other persons such information as shall
      be necessary for the proper administration of this
    Plan;

                

              


      

       

    

    
      	
               
      

            	
              J.

            	
              Furnish
      to the Company upon request, such reports with respect to the
      administration of this Plan as are reasonable and appropriate;
      and

            


    

    


    
      	
               
      

            	
              K.

            	
              Maintain
      all records of this Plan.

            


    

    


    Section 8.02. Examination of
Records. The Committee shall make available to each Participant and his
duly authorized representative, such of the records under this Plan as pertain
to him, for examination at reasonable times during normal business
hours.

    


    Section 8.03. Committee. The
Committee shall act by a decision of a majority. Any such action by the
Committee may be taken either at a meeting or in writing signed by all Committee
members without a meeting. Notwithstanding the foregoing, the Committee may, by
written authorization, empower any member of the Committee to individually
execute any document or documents on behalf of the Committee, such authorization
to remain in effect until revoked by the Committee. The Committee shall elect
one of its members as chairman, appoint a secretary, who may or may not be a
Committee


    
      
         


      

      
        7

         


      

      
         


      

    

     

    
 

    member
and advise the Company of such actions in writing. The secretary shall keep a
record of all meetings, actions, and data necessary for the proper
administration of this Plan and shall forward all necessary communications to
the Company, the Participants or other necessary person. A dissenting Committee
member who, within a reasonable time after he has knowledge of any action or
failure to act by majority, registers his dissent in writing delivered to the
other Committee members and the Company shall not be responsible for any such
action or failure to act.

    


    Section 8.04. Reliance on
Certificates, etc. The members of the Committee and the officers and
directors of the Company shall be entitled to rely on all certificates and
reports made by any duly appointed accountants and on all opinions given by any
duly appointed legal counsel. Such legal counsel may be counsel for the
Company.

    


    


    ARTICLE
IX -- AMENDMENT

    


    Section 9.01. Right to Amend.
The Board of Directors reserves the right, at will, at any time and from
time to time, to modify, alter, or amend this Plan (including without limitation
a retroactive modification, alteration, or amendment), in whole or in part, and
any such modification, alteration, or amendment shall be binding upon the
Company, Participants, and all other persons; provided, however, that no
amendment will reduce the amount then credited to the Participant’s Deferred
Account without the Participant’s written consent; provided, further, however,
that no consent shall be required and the Board of Directors shall have the
right to modify, alter, or amend this Plan (including a retroactive
modification, alteration, amendment, or reduction in a Participant’s Deferred
Account), if it determines in its Sole Discretion that such amendment is
necessary to comply with applicable law, which shall include, but shall not be
limited to, the right to apply any prospective or retroactive amendment
necessary to keep this Plan an unfunded employee benefit plan described in
Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA or to comply with Section
409A or any other applicable provision of the Code or ERISA or any judicial or
administrative guidance interpreting such provisions.

    


    


    ARTICLE
X -- TERMINATION

    


    Section 10.01. Termination of
Plan. The Company has established this Plan with the bona fide intention
and expectation that it will be continued indefinitely, but the Company will
have no obligation whatsoever to maintain this Plan for any given length of time
and may at will, and at any time, discontinue or terminate this Plan in whole or
in part.

    


    Section 10.02. Termination
Procedures. Upon termination of this Plan, the Company shall give notice
of the same to all Participants, the Committee, and any other affected person.
Further, upon termination of this Plan, all elections related to this Plan shall
terminate, and payment of a Participant’s Deferred Account shall be made at the
time and in the manner provided in Article V. Notwithstanding
anything in this Plan to the contrary, the Plan shall not be permitted to
terminate unless all of the conditions set forth in Section 409A pertaining to
voluntary plan terminations are satisfied.

    


    Section 10.03. Effect of Complete
Liquidation, Reorganization, or Change of Control.

    


    
      	
               
      

            	
              A.

            	
              Complete
      Liquidation. If the stockholders of the Company adopt a plan of complete
      liquidation (other than a plan which is part of a plan of reorganization
      described in Subsection B. hereof), the Plan shall be deemed to have been
      terminated as of the date the plan of liquidation is adopted. The rights
      of affected Participants upon such a
liquidation

            


    


    
      
         


      

      
        8

         


      

      
         


      

    

     

    
 

    
      	
               
      

            	
              shall
      be determined under the provisions of Sections 10.01 and 10.02 relative to
      a complete termination.

            


    

    


    
      	
               
      

            	
              B.

            	
              Reorganization.
      If the Company effectuates a merger, consolidation, or other transaction
      constituting a reorganization with another corporation or corporations,
      pursuant to which the shares of common stock of Company will be
      surrendered in exchange for the stock of another corporation (the
      “Surviving Corporation”) then this Plan shall be deemed to have been
      terminated as of the date the plan of reorganization is adopted. No
      termination shall occur, however, if express provisions are made for the
      continuance of this Plan in accordance with the terms hereof except the
      word “Company” shall mean and refer to the Surviving Corporation from and
      after the effective date of such
reorganization.

            


    

    


    Notwithstanding
the foregoing, the Plan shall not be terminated pursuant to this Section 10.03
unless the termination would be permitted under Section 409A.

    


    Section 10.04. Change in Control.
Notwithstanding any provision contained in the Plan to the contrary, the
provisions of this Section 10.04 shall control over any contrary provision. All
Participants shall be eligible for the treatment afforded by this Section if
they incur a Separation from Service within two years following a Change In
Control, unless the Separation from Service is due to (a) Death; (b) Disability;
(c) Cause; (d) resignation other than (1) resignation from a declined
reassignment to a job that is not reasonably equivalent in responsibility or
compensation, or that is not in the same geographic area, or (2) resignation
within thirty days of a reduction in base pay; or (e) retirement.

    


    
      	
               
      

            	
              A.

            	
              If
      a Participant qualifies for treatment under this Section, he or she shall
      immediately become fully vested in his or her Deferred Account. Such
      Account shall be paid, as soon as practicable but in no event later than
      90 days after the date the Participant incurs a Separation from
      Service.

            


    

    


    
      	
               
      

            	
              B.

            	
              Upon
      a Change In Control, no action, including, but not by way of limitation,
      the amendment, suspension, or termination of the Plan, shall be taken
      which would affect the rights of any Participant or the operation of the
      Plan with respect to any Account to which the Participant may have become
      entitled hereunder prior to the date of the Change In Control or to which
      he or she may become entitled as a result of such Change In
      Control.

            


    

    


    


    ARTICLE
XI -- RESTRICTIONS ON ALIENATION OF BENEFITS

    


    Section 11.01. Restrictions on
Alienation. Until the actual receipt of any benefit under this Plan by a
Participant or Beneficiary, no right or benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, assignment, transfer, pledge,
encumbrance, garnishment, execution, levy, or charge of any kind, whether
voluntary or involuntary, including assignment or transfer to satisfy any
liability for alimony or other payments for property settlement or support of a
spouse or former spouse or other relative of a Participant or Beneficiary,
whether upon divorce, legal separation, or otherwise. Any attempt to anticipate,
alienate, sell, assign, transfer, pledge, encumber, garnish, execute upon, levy
upon, or charge any right or benefit under the Plan shall be void. No right or
benefit hereunder shall in any manner be liable for or subject to the debts,
contracts, liabilities, engagements, or torts of the person entitled to such
benefit, and no right or benefit hereunder shall be considered an asset of such
person in the event of his or her divorce, insolvency, or bankruptcy. To the
extent permitted by law, the rights of a Participant or Beneficiary hereunder
shall not be subject in any manner to attachment or other legal process for the
debts of such Participant or Beneficiary.

    



    
      
         


      

      
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    ARTICLE
XII -- CLAIMS PROCEDURE

    


    Section 12.01. Claims. Benefit
claim determinations arising under this Plan shall be made in accordance with
the provisions of this Article and procedures established by the Committee.
These claim procedures are designed to establish reasonable processes and
safeguards to ensure that benefit claim determinations are made in accordance
with the provisions thereof and, where appropriate, Plan provisions have been
applied consistently with respect to similarly situated claimants. All claims
for or relating to benefits whether made by a Participant or other person shall
be in writing addressed and delivered to the Committee, at the Committee’s main
office, and such claim shall contain the claimant’s name, mailing address, and
telephone number, if any, and shall identify the claim in a manner reasonably
calculated to make the claim understandable to the Committee.

    


    Section 12.02. Claims Review.
If a claim is wholly or partially denied, the Committee shall within a
reasonable period of time, not to exceed 90 days (45 days in the case of a claim
involving disability benefits), notify the claimant in writing of any adverse
benefit determination, unless the Committee determines that special
circumstances require an extension of time for processing the claim. If the
Committee determines that an extension of time for processing the claim is
necessary, written notice of the same shall be provided to the claimant prior to
the expiration of the 90-day period (45-day period in the case of a claim
involving disability benefits), and shall indicate the special circumstances
which require the extension of time and the date by which the Committee expects
to render the determination. The extension of time shall not exceed a 90-day
period of time (30-day period in the case of a claim involving disability
benefits), beginning at the end of the initial 90-day period (45-day period in
the case of a claim involving disability benefits). In case of a disability
claim, the Committee may determine that, due to matters beyond the control of
the Plan, a second 30-day extension is necessary. In such case, the Committee
shall notify the claimant before the expiration of the first 30-day extension
period of the circumstances requiring the extension and the date by which the
Plan expects to render a decision. In the case of a disability notice of
extension, the notice must explain the standards on which entitlement to a
benefit is based, the unresolved issues that prevent a decision, the additional
information needed to resolve the issue, and that the claimant has at least 45
days to provide the specified information. The Committee’s notice shall be
written in a manner calculated to be understood by the claimant and shall set
forth:

    


    
      	
               
      

            	
              A.

            	
              The
      specific reason or reasons for the
denial;

            


    

    


    
      	
               
      

            	
              B.

            	
              Specific
      reference to pertinent Plan provisions on which the denial is
      based;

            


    

    


    
      	
               
      

            	
              C.

            	
              A
      description of any additional material or information necessary for the
      claimant to perfect the claim, together with an explanation of why such
      material or information is necessary;
and

            


    

    


    
      	
               
      

            	
              D.

            	
              An
      explanation of the claim review procedure set forth in Sections 12.03 and
      12.04 below (including a statement of the claimant’s right to bring a
      civil action under ERISA Section 502(a) following an adverse benefit
      determination).

            


    

    


    Section 12.03. Appeal of Claim
Denial. A claimant or the claimant’s duly authorized representative shall
have 60 days within which to appeal an adverse benefit determination to the
Committee. During the pendency of the review, the following provisions shall
apply:

    


    
      	
               
      

            	
              A.

            	
              The
      claimant shall have the opportunity to submit written comments, documents,
      records and other information relating to the claim to the Committee;
      and

            


    


    
      
         


      

      
        10

         


      

      
         


      

    

     

    
 

    B.           The
claimant shall be provided, upon request and free of charge, reasonable access
to and copies of, all documents, records and other relevant information relating
to the claim for benefits.

    


    Section 12.04. Review on Appeal.
A decision on review shall be rendered within a reasonable period of
time, not to exceed 60-days after the claimant’s request for review, unless the
Committee determines that special circumstances require an extension of time for
processing the appeal. If the Committee determines that an extension of time for
processing the appeal is necessary, written notice of the extension shall be
furnished to the claimant prior to the expiration of the 60 day period, and
shall indicate the special circumstances requiring the extension and the date by
which the Committee expects to render the determination. The extension of time
shall not exceed a 60-day period of time beginning at the end of the initial
60-day period. For purposes of this Section 12.04, in the case of a claim
involving disability benefits, 45 days shall apply instead of 60 days. The
Committee’s decision on review shall be communicated in writing to the claimant
and, if adverse, shall take into account all comments, documents, records and
other information submitted by the claimant (without regard to whether such
information was submitted or considered in the initial benefit determination).
The decision on review shall be in a written manner calculated to be understood
by the claimant and shall set forth the following:

    


    
      	
               
      

            	
              A.

            	
              The
      specific reason or reasons for the adverse
  determination;

            


    

     

    
      
        	
                 
      

              	
                B.

              	
                
                  Specific
      reference to pertinent plan provisions on which the benefit determination
      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 to the claimant’s claim for benefits;
      and

                

              


      

       

    

    
      	
               
      

            	
              D.

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

            


    

    


    Section 12.05. Litigation of Claim.
Prior to initiating legal action concerning a claim in any court, state
or federal, against this Plan, any trust used in conjunction with this Plan, the
Company, or the Committee, a claimant must first exhaust the administrative
remedies provided in this Article XII. Failure to exhaust the administrative
remedies provided for in this Article XII shall be a bar to any civil action
concerning a claim for benefits under the Plan.

    


    


    ARTICLE
XIII -- MISCELLANEOUS

    


    Section 13.01. Payments Net of
Withholding and Other Amounts. All payments under this Plan shall be net
of any amount sufficient to satisfy all federal, state, and local withholding
tax requirements, and shall also be net of all amounts owed by Participant, or
Beneficiary or other recipient, to the Company.

    


    Section 13.02. No Guarantee of
Interests. Neither the Company nor any affiliated entity (as defined in
the Code), nor the Committee (nor any of its members) may guarantee the payment
of any amounts which may be or become due to any person or entity under this
Plan. The liability of the Company to make any payment under this Plan is
limited to the then existing assets of the Company.

    


    Section 13.03. Company Records.
Records of the Company as to any Employee or Participant shall be
conclusive on all persons.

    



    
      
         


      

      
        11

         


      

      
         


      

    

     

    
 

    
      Section 13.04. Evidence.
Evidence required of anyone under this Plan may be by certificate,
affidavit, document, or other information which the person or entity acting on
such evidence considers pertinent and reliable, and signed, made, or
presented by the proper party or parties.

    

    


    Section 13.05. Notice. Except
as otherwise provided in this Plan, any notice or communication required to be
given herein by any Participant, the Company, or Committee shall be deemed given
when delivered or when placed in the United States mail, postage prepaid, in an
envelope addressed to the last address of the person to whom the notice is being
given which was communicated in writing to the person giving such
notice.

    


    Section 13.06. Change of Address.
Any party may, from time to time, change the address to which notices
shall be mailed by giving written notice of such new address.

    


    Section 13.07. Effect of Provisions.
The provisions of this Plan shall be binding upon the Company and its
successors and assigns, and upon Participant, his/her Beneficiary, assigns,
heirs, executors, and administrators.

    


    Section 13.08. Other Benefits and
Plans. The benefits provided for Participant and his/her Beneficiary
hereunder are in addition to any other benefits available to Participant under
any other program or plan of the Company, and, except as may otherwise be
expressly provided for, this Plan shall supplement and shall not supersede,
modify, or amend any other program or plan of the Company or
Participant.

     

    Section 13.09. Severability Clause.
If any provision of this Plan is held to be invalid or unenforceable,
such determination shall not affect the validity of this Plan or the other
provisions of this Plan. In such event, this Plan shall be construed and
enforced as if such provision had not been included therein; provided, that,
nothing shall increase the Company’s liability for payment of benefits in any
amount beyond the amounts specified in this Plan.

    


    Section 13.10. Minors and
Incompetents. If any person to whom a benefit is payable by the Company
is legally incompetent, either by reason of age or by reason of mental or
physical disability, the Company is authorized to cause the payments becoming
due to such person to be made to another for his benefit without responsibility
of the Company, Committee or the Board of Directors to see to the application of
such payments. Payments made pursuant to this authority shall constitute a
complete discharge of any duty hereunder of the Company, Committee, and the
Board of Directors.

    


    Section 13.11. Limitation of Rights.
Neither the establishment of this Plan nor any amendment thereof will be
construed as giving any Employee or other person any legal or equitable right
against the Committee, Company, its Officers, directors, stockholders, except as
expressly provided herein, and in no event will the terms of employment or
service of any Employee be modified or in any way be affected
hereby.

    


    Section 13.12. Information to be
Furnished. Each Participant shall provide the Company and Committee with
such information and evidence, and shall sign such documents, as may reasonably
be requested from time to time for the purpose of administration of this
Plan.

    


    Section 13.13. Word Usage.
Wherever any words are used herein in the masculine or neuter gender,
they shall be construed as though they were used in the feminine, masculine or
neuter gender, as the context may require, and vice versa, and wherever any
words are used herein in the singular form they shall be construed as though
they were also used in the plural form, as the context may require, and vice
versa.

    



    
      
         


      

      
        12

         


      

      
         


      

    

     

    
 

    
      Section 13.14. Erroneous Payments.
If any Participant receives any amount of benefits that the Committee in
its sole discretion later determines the Participant was not entitled to receive
under the terms of the Plan, such Participant shall be required to make
reimbursement to the Plan. In addition, the Committee shall have the right to
offset any future claims for benefits under the Plan against amounts that the
Participant was not otherwise entitled to receive.

    

    


    Section 13.15. Indemnification by
Company. The Company shall indemnify and save harmless each member of its
Board of Directors, each Committee member, and any employee of the Company, from
and against losses resulting from liability which they may be subjected by
reason of any act or conduct (except willful or wanton misconduct) in their
official capacities in the administration of this Plan. Expenses shall include
the amount of any settlement or judgment, costs, counsel fees, and related
charges reasonably incurred in connection with a claim asserted, or a proceeding
brought in settlement thereof. The foregoing right of indemnification shall be
in addition to any other rights to which any such person may be entitled as a
matter of law.

    


    Section 13.16. Headings. The
titles and heading of Articles and Sections are included for convenience of
reference only and are not to be considered in the construction of the
provisions of this Plan.

    


    Section 13.17. No Contract of
Employment. Nothing contained herein shall be construed to constitute a
contract of employment between any employee and any employer. Nothing herein
contained shall be deemed to give any employee the right to be retained in the
employ of an employer or to interfere with the right of the employer to
discharge any employee at any time without regard to the effect such discharge
might have on the employee as a Participant under this Plan.

    


    Section 13.18. Governing Law.
It is the Company’s intention that the Plan comply with and satisfy the
applicable provisions of the Code and ERISA, including, but not limited to,
Section 409A, and, consistent with such provisions of the laws of the United
States of America and in all other respects, the Plan and all agreements entered
into under the Plan shall be governed, construed, administered, and regulated in
accordance with the laws of the State of Kansas, without regard to the
principles of conflicts of law, to the extent such laws are not preempted by the
laws of the United States of America. Any action concerning the Plan or any
agreement entered into under the Plan shall be maintained exclusively in the
state or federal courts in Topeka, Kansas.

    


    Section 13.19. No Acceleration.
Except as otherwise permitted by law, no interpretation, modification,
alteration, amendment, or complete or partial termination of the Plan or any
provision of the Plan shall cause or permit acceleration of the time or schedule
of any payment under the Plan, unless the acceleration is permitted by Section
409A.

    


    


    IN WITNESS WHEREOF, this amended and
restated Plan is executed this ___24th_ day of __June_________, 2008, to be effective
(to the
extent required by Section 409A) as of January 1, 2005.

    


    


    CAPITOL
FEDERAL FINANCIAL

    


    


    /s/John
C. Dicus________________________

    John C.
Dicus

    Chairman

    



    
      
         


      

      
        13