Exhibit
10.5

     

    TEMPO
BANK

    EMPLOYEE
SEVERANCE COMPENSATION PLAN

    


    
      	
              A.

            	
              Purpose.

            


    

    


    The
primary purpose of the Tempo Bank Employee Severance Compensation Plan (the
“Plan”) is to ensure the successful continuation of the business of Tempo Bank
(the “Bank”) and the fair and equitable treatment of the Bank’s employees
following a Change in Control (as defined below).

    


    B.           Covered
Employees.

    


    Subject
to paragraph C below, any employee of the Bank with at least one year of service
as of his or her termination date shall be eligible to receive a Change in
Control Severance Benefit (as defined below) if, within the period beginning on
the effective date of a Change in Control and ending on the first anniversary of
such date, (i) the employee’s employment with the Bank is involuntarily
terminated or (ii) the employee terminates employment with the Bank voluntarily
after being offered continued employment in a position that is not a Comparable
Position (as defined below).

    


    
      	
              C.

            	
              Limitations on
      Eligibility for Change in Control Severance Benefits or Management
      Restructuring Benefits.

            


    

    


    
      	
               
      

            	
              (1)

            	
              No
      employee shall be eligible for a Change in Control Severance Benefit if
      (a) his or her employment is terminated for “Cause,” (b) he or she is
      offered a Comparable Position and declines to accept such position, or (c)
      the employee is, at the time of termination of employment, a party to an
      individual employment agreement or change in control agreement with the
      Bank and/or Sugar Creek Financial Corp. (the
  “Company”).

            


    

    


    
      	
               
      

            	
              (2)

            	
              For
      purposes of this Plan, a termination of employment for “Cause” shall
      include termination because of the employee's personal dishonesty,
      incompetence, willful misconduct, breach of fiduciary duty involving
      personal profit, intentional failure to perform stated duties, willful
      violation of any law, rule, or regulation (other than traffic violations
      or similar offenses) or final cease-and-desist order, or material breach
      of any provision of the Plan.

            


    

    


    
      	
               
      

            	
              (3)

            	
              For
      purposes of this Plan, a “Comparable Position” shall mean a position that
      would (a) provide the employee with base compensation and benefits
      that are comparable in the aggregate to those provided to the employee
      prior to the Change in Control; (b) provide the employee with an
      opportunity for variable bonus compensation that is comparable to the
      opportunity provided to the employee prior to the Change in Control; (c)
      be in a location that would not require the employee to increase his or
      her daily one way commuting distance by more than thirty-five (35) miles
      as compared to the employee’s commuting distance immediately prior to the
      Change in Control; and (d) have job skill requirements and duties that are
      comparable to the requirements and duties of the position held by the
      employee prior to the Change in
Control.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    D.           Definitions of Change in
Control.

    


    For
purposes of this Plan, “Change in Control” means the occurrence of any one of
the following events:

    


    
      	
               
      

            	
              (1)

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

            


    

    


    
      	
               
      

            	
              (2)

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

            


    

    


    
      	
               
      

            	
              (3)

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

            


    

    


    
      	
               
      

            	
              (4)

            	
              Sale of
      Assets:  The Company or the Bank sells to a third party
      all or substantially all of its
assets.

            


    

    


    Notwithstanding
anything in this Plan to the contrary, in no event shall the conversion of the
Bank’s mutual holding company parent, Sugar Creek MHC, from mutual to stock
form, i.e., a “second step conversion,” constitute a Change in Control for
purposes of this Plan.

    


    E.           Determination of the Change
in Control Severance Benefit.

    


    
      	
               
      

            	
              (1)

            	
              The
      Change in Control Severance Benefit payable to an eligible employee under
      this Plan shall be determined under the following
  schedule:

            


    

    


    
      	
               
      

            	
              (a)

            	
              An
      eligible employee who does not receive a benefit pursuant to paragraph (b)
      of this Section shall receive a Change in Control Severance Benefit equal
      to the product of (i) the employee’s years of service from his or her hire
      date (including partial years) through the termination date and (ii) an
      amount equal to two (2) weeks of the employee’s Base Compensation (as
      defined below).  A “year of service” shall mean each 12-month
      period of service following an employee’s hire date determined without
      regard the number of hours worked during such period(s).  The
      minimum payment to an eligible employee under this paragraph shall be an
      amount equal to two (2) weeks of Base Compensation and the maximum payment
      to an eligible employee shall be an amount equal to six (6) months of Base
      Compensation.

            


    


    
      
         


      

      
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              (b)

            	
              An
      eligible employee-officer designated by the Board of Directors prior to a
      Change in Control shall receive a Change in Control Severance Benefit
      equal to twelve (12) months of Base
  Compensation.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Change in Control Severance Benefit shall be paid in a lump sum not later
      than five (5) business days after the date of the employee’s termination
      of employment.

            


    

    


    
      	
               
      

            	
              (2)

            	
              For
      purpose of determinations under this paragraph E, “Base Compensation”
      shall mean:

            


    

    


    
      	
               
      

            	
              (a)

            	
              For
      salaried employees, the employee’s annual base salary at the rate in
      effect on his or her termination date or, if greater, the rate in effect
      on the date immediately preceding the Change in
  Control.

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      employees whose compensation is determined in whole or in part on the
      basis of commission income, the employee’s base salary at termination (or,
      if greater, the employee’s base salary on the date immediately preceding
      the effective date of the Change in Control), if any, plus the commissions
      earned by the employee in the twelve (12) full calendar months preceding
      his or her termination date (or, if greater, the commissions earned in the
      twelve (12) full calendar months immediately preceding the effective date
      of the Change in Control).

            


    

    


    
      	
               
      

            	
              (c)

            	
              For
      hourly employees, the employee’s total hourly wages for the twelve (12)
      full calendar months preceding his or her termination date or, if greater,
      the twelve (12) full calendar months preceding the effective date of the
      Change in Control.

            


    

    


    F.           Withholding.

    


    All
payments will be subject to customary withholding for federal, state and local
tax purposes.

    


    G.           Parachute
Payment.

    


    Notwithstanding anything in this Plan
to the contrary, if a Change in Control Severance Benefit to an employee who is
a “Disqualified Individual” shall be in an amount which includes an “Excess
Parachute Payment,” taking into account payments under this Plan and otherwise,
the benefit payable under this Plan shall be reduced to the maximum amount which
does not include an Excess Parachute Payment.  The terms “Disqualified
Individual” and “Excess Parachute Payment” shall have the same meanings as under
Section 280G of the Internal Revenue Code of 1986, as amended, or any successor
provision thereto.


    
      
         


      

      
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    H.           Administration.

    


    The Plan
is administered by the Board, which shall have the discretion to interpret the
terms of the Plan and to make all determinations about eligibility and payment
of benefits.  All decisions of the Board, any action taken by the
Board with respect to the Plan and within the powers granted to the Board under
the Plan, and any interpretation by the Board of any term or condition of the
Plan, are conclusive and binding on all persons, and will be given the maximum
possible deference allowed by law.  The Board may delegate and
reallocate any authority and responsibility with respect to the
Plan.

    


    I.           Source of
Payments.

    


    Unless
otherwise determined by the Board, all payments and benefits provided under this
Agreement shall be paid solely by the Bank.  Notwithstanding anything
in this Agreement to the contrary, no provision of this Agreement shall be
construed so as to result in the duplication of any payment or
benefit.

    


    J.           Inalienability.

    


    In no
event may any Employee sell, transfer, anticipate, assign or otherwise dispose
of any right or interest under the Plan.  At no time will any such
right or interest be subject to the claims of creditors, nor liable to
attachment, execution or other legal process.

    


    K.           Governing
Law.

    


    The
provisions of the Plan will be construed, administered and enforced in
accordance with the laws of the State of Illinois, except to the extent that
federal law applies.

    


    L.           Severability.

    


    If any
provision of the Plan is held invalid or unenforceable, its invalidity or
unenforceability will not affect any other provision of the Plan, and the Plan
will be construed and enforced as if such provision had not been
included.

    


    M.           No Employment
Rights.

    


    Neither
the establishment nor the terms of this Plan shall be held or construed to
confer upon any employee the right to a continuation of employment by the Bank,
nor constitute a contract of employment, express or implied.  The Bank
reserves the right to dismiss or otherwise deal with any employee to the same
extent and on the same basis as though this Plan had not been
adopted.  Nothing in this Plan is intended to alter the at-will status
of the Bank’s employees, it being understood that, except to the extent
otherwise expressly set forth to the contrary in an individual
employment-related agreement, the employment of any employee may be terminated
at any time by either the Bank or the employee with or without
cause.

    


    N.           Amendment and
Termination.

    


    The Plan
may be terminated or amended in any respect by resolution adopted by a majority
of the Board, unless a Change in Control has previously occurred.  If
a Change in Control occurs, the Plan no longer shall be subject to amendment,
change, substitution, deletion, revocation or termination in any respect
whatsoever.  The form of any proper amendment or termination of the
Plan shall be a written instrument signed by a duly authorized officer or
officers of the Bank, certifying that the amendment or termination has been
approved by the Board.  A proper amendment of the Plan automatically
shall effect a corresponding amendment to each Participant’s rights
hereunder.  A proper termination of the Plan automatically shall
effect a termination of all employees’ rights and benefits
hereunder.


    
      
         


      

      
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    O.           Required Provisions.

    


    
      	
               
      

            	
              (1)

            	
              In
      the event any of the provisions of this Section O are in conflict with the
      terms of this Plan, this Section O shall
  prevail.

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Bank’s Board of Directors may terminate an employee’s employment at any
      time, but any termination by the Bank, other than termination for Cause,
      shall not prejudice an employee’s right to compensation or other benefits
      under this Plan.  An employee shall not have the right to
      receive compensation or other benefits for any period after Termination
      for Cause.

            


    

    


    
      	
               
      

            	
              (3)

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

            


    

    


    
      	
               
      

            	
              (4)

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

            


    

    


    
      	
               
      

            	
              (5)

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

            


    

    


    
      	
               
      

            	
              (6)

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

            


    

    


    
      	
               
      

            	
              (7)

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

            


    


    
      
         


      

      
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    P.           Section
409A.

    


    If when employment termination occurs
an employee is a specified employee within the meaning of Section 409A of the
Code, if the cash severance payment under paragraph E. would be considered
deferred compensation under Section 409A of the Code, and finally if an
exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of
the Code is not available, the employee’s severance benefit shall be paid to the
employee in a single lump sum without interest on the first day of the seventh
month after the month in which the employee’s employment terminates, provided
the termination of employment constitutes a “separation from service” under
Section 409A of the Code. References in this Plan to Section 409A of the Code
include rules, regulations, and guidance of general application issued by the
Department of the Treasury under Section 409A of the Code.


    
      
         


      

      
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    This plan
has been approved and adopted by the Board of Directors of the Bank and is
effective as of November 18, 2008.

    


    
      
        
          	 
      	 
      	 	
                  TEMPO
      BANK

                
	 
      	 
      	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                  Attest: 

                	
                  /s/ Phyllis J. Brown

                	 	
                  By:

                	
                  /s/ Robert J. Stroh, Jr.

                
	 
      	 
      	 	 
      	
                  Robert
      J. Stroh, Jr.

                
	 
      	 
      	 	 
      	
                  For
      the Entire Board of
Directors

                


        

      

    


    
      
         


      

      
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