Exhibit
10.2

       

      SUGAR
CREEK FINANCIAL CORP.

       EMPLOYMENT
AGREEMENT

      


      THIS AGREEMENT (the
“Agreement”), originally made this 13th day of
April, 2007, by and between SUGAR CREEK FINANCIAL CORP., a
federally chartered corporation (the “Company”), and ROBERT J. STROH, JR.
(“Executive”), is amended and restated in its entirety effective November 18,
2008.

      


      WHEREAS, Executive continues
to serve in a position of substantial responsibility; and

      


      WHEREAS, the Company wishes to
assure Executive’s continued services for the term of this Agreement;
and

      


      WHEREAS, Executive is willing
to continue to serve in the employ of the Company during the term of this
Agreement; and

      


      WHEREAS, the parties desire to
amend and restate the Agreement in order to bring it into compliance with
Section 409A of the Internal Revenue Code.

      


      NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and upon the
other terms and conditions provided for in this Agreement, the parties hereby
agree as follows:

      


      1.           Employment.   The Company will
employ Executive as Chief Executive Officer and Chief Financial
Officer.  Executive will perform all duties and shall have all powers
commonly incident to his position, or which, consistent with his position, the
Board of Directors of the Company (the “Board”) delegates to
Executive.  Executive also agrees to serve, if elected, as an officer
and/or director of any subsidiary or affiliate of the Company and to carry out
the duties and responsibilities reasonably appropriate to those
offices.

      


      2.           Location
and Facilities.  The Company will
furnish Executive with the working facilities and staff customary for executive
officers with the titles and duties set forth in Section 1 and as are necessary
for him to perform his duties.  The location of such facilities and
staff shall be at the principal administrative offices of the Company and Tempo
Bank (the “Bank”), or at such other site or sites customary for such
offices.

      


      3.           Term.

      


      
        	
                 
      

              	
                a.

              	
                The
      term of this Agreement shall include: (i) the initial term, consisting of
      the period commencing on the original date of this Agreement (the
      “Effective Date”) and ending on the third anniversary of the Effective
      Date, plus (ii) any and all extensions of the initial term made pursuant
      to this Section 3 (upon execution of this amended and restated Agreement,
      the term of the Agreement will extend through April 13, 2011, subject to
      further extensions made pursuant to this Section
  3).

              


      

      


      
        	
                 
      

              	
                b.

              	
                Commencing
      on the first anniversary of the Effective Date and continuing on each
      anniversary of the Effective Date thereafter, the disinterested members of
      the Board may extend the Agreement term for an additional year, so that
      the remaining term of the Agreement again becomes thirty-six (36) months,
      unless Executive elects not to extend the term of this Agreement by giving
      written notice in accordance with Section 18 of this
      Agreement.  The Board will review the Agreement and Executive’s
      performance annually for purposes of determining whether to extend the
      Agreement term and will include the rationale and results of its review in
      the minutes of its meeting.  The Board will notify Executive as
      soon as possible after its annual review whether it has determined to
      extend the Agreement.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      4.           Base
Compensation.

      


      
        	
                 
      

              	
                a.

              	
                For
      his services as Chief Executive Officer and Chief Financial Officer, the
      Company agrees to pay Executive an annual base salary at the rate of
      $118,450 per year, payable in accordance with customary payroll
      practices.

              


      

      


      
        	
                 
      

              	
                b.

              	
                During
      the term of this Agreement, the Board will review the level of Executive’s
      base salary at least annually, based upon factors deemed relevant, in
      order to determine Executive’s base salary through the remaining term of
      the Agreement.

              


      

      


      5.           Bonuses.  Executive will
participate in discretionary bonuses or other incentive compensation programs
that the Company or the Bank may sponsor for or award from time to time to
senior management employees.

      


      6.           Benefit
Plans.  Executive will
participate in life insurance, medical, dental, pension, profit sharing,
retirement and stock-based compensation plans and other programs and
arrangements that the Company or the Bank may sponsor or maintain for the
benefit of their employees.

      


      7.           Vacations and
Leave.

      


      
        	
                 
      

              	
                a.

              	
                Executive
      may take vacations and other leave in accordance with applicable policy
      for senior executives, or otherwise as approved by the
    Board.

              


      

      


      
        	
                 
      

              	
                b.

              	
                In
      addition to paid vacations and other leave, the Board may grant Executive
      a leave or leaves of absence, with or without pay, at such time or times
      and upon such terms and conditions as the Board, in its discretion, may
      determine.

              


      

      


      8.           Expense
Payments and Reimbursements.  The Company will
reimburse Executive for all reasonable out-of-pocket business expenses incurred
in connection with his services under this Agreement upon substantiation of such
expenses in accordance with applicable policies of the Company.

      


      9.           Loyalty and
Confidentiality.

      


      
        	
                 
      

              	
                a.

              	
                During
      the term of this Agreement, Executive will devote all his business time,
      attention, skill, and efforts to the faithful performance of his duties
      under this Agreement; provided, however, that from time to time, Executive
      may serve on the boards of directors of, and hold any other offices or
      positions in, companies or organizations that will not present any
      conflict of interest with the Company or any of its subsidiaries or
      affiliates, unfavorably affect the performance of Executive’s duties
      pursuant to this Agreement, or violate any applicable statute or
      regulation.  Executive will not engage in any business or
      activity contrary to the business affairs or interests of the Company or
      any of its subsidiaries or
affiliates.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                b.

              	
                Nothing
      contained in this Agreement will prevent or limit Executive’s right to
      invest in the capital stock or other securities or interests of any
      business dissimilar from that of the Company, or, solely as a passive,
      minority investor, in any business.

              


      

      


      
        	
                 
      

              	
                c.

              	
                Executive
      agrees to maintain the confidentiality of any and all information
      concerning the operations or financial status of the Company and its
      affiliates; the names or addresses of any borrowers, depositors and other
      customers; any information concerning or obtained from such customers; and
      any other information concerning the Company or its affiliates to which he
      may be exposed during the course of his employment.  Executive
      further agrees that, unless required by law or specifically permitted by
      the Board in writing, he will not disclose to any person or entity, either
      during or subsequent to his employment, any of the above-mentioned
      information which is not generally known to the public, nor will he use
      the information in any way other than for the benefit of the Company or
      its affiliates.

              


      

      


      10.         Termination
and Termination Pay.  Subject to
Section 11 of this Agreement, Executive’s employment under this Agreement may be
terminated in the following circumstances:

      


      
        	
                 
      

              	
                a.

              	
                Death.  Executive’s
      employment under this Agreement will terminate upon his death during the
      term of this Agreement, in which event Executive’s estate will receive the
      compensation due to Executive through the last day of the calendar month
      in which his death occurred.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Retirement.  This
      Agreement will terminate upon Executive’s retirement under the retirement
      benefit plan or plans in which he participates pursuant to Section 6 of
      this Agreement or otherwise.

              


      

      


      c.           Disability.

      


      
        	
                 
      

              	
                i.

              	
                The
      Board or Executive may terminate Executive’s employment after having
      determined Executive has a Disability.  For purposes of this
      Agreement, “Disability” means a physical or mental infirmity that impairs
      Executive’s ability to substantially perform his duties under this
      Agreement and results in Executive becoming eligible for long-term
      disability benefits under any long-term disability plans of the Company or
      the Bank (or, if no such plans exist, that impairs Executive’s ability to
      substantially perform his duties under this Agreement for a period of one
      hundred eighty (180) consecutive days).  The Board will
      determine whether or not Executive is and continues to be permanently
      disabled for purposes of this Agreement in good faith, based upon
      competent medical advice and other factors that the Board reasonably
      believes to be relevant.  As a condition to any benefits, the
      Board may require Executive to submit to physical or mental evaluations
      and tests as the Board or its medical experts deem reasonably
      appropriate.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                ii.

              	
                In
      the event of his Disability, Executive will no longer be obligated to
      perform services under this Agreement.  The Company will pay
      Executive, as Disability pay, an amount equal to one hundred percent
      (100%) of Executive’s rate of base salary in effect as of the date of his
      termination of employment due to Disability. The Company will make
      Disability payments on a monthly basis commencing on the first day of the
      month following the effective date of Executive’s termination of
      employment due to Disability and ending on the earlier of: (A) the date he
      returns to full-time employment in the same capacity as he was employed
      prior to his termination for Disability; (B) his death; (C) his attainment
      of age 65 or (D) the date this Agreement would have expired had
      Executive’s employment not terminated by reason of Disability. The Company
      will reduce Disability payments by the amount of any short- or long-term
      disability benefits payable to Executive under any other disability
      programs sponsored by the Company.  In addition, during any
      period of Executive’s Disability, the Company will continue to provide
      Executive and his dependents, to the greatest extent possible, with
      continued coverage under all benefit plans (including, without limitation,
      retirement plans and medical, dental and life insurance plans) in which
      Executive and/or his dependents participated prior to his Disability on
      the same terms as if he remained actively employed by the
      Company.

              


      

      


      d.           Termination for
Cause.

      


      
        	
                 
      

              	
                i.

              	
                The
      Board may, by written notice to Executive in the form and manner specified
      in this paragraph, immediately terminate his employment at any time for
      “Cause.”  Executive shall have no right to receive compensation
      or other benefits for any period after termination for Cause, except for
      already vested benefits.  Termination for Cause shall mean
      termination because of, in the good faith determination of the Board,
      Executive’s:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Personal
      dishonesty;

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Incompetence;

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Willful
      misconduct;

              


      

      


      
        	
                 
      

              	
                (4)

              	
                Breach
      of fiduciary duty involving personal
profit;

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Intentional
      failure to perform stated duties;

              


      

      


      
        	
                 
      

              	
                (6)

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

              


      

      


      
        	
                 
      

              	
                (7)

              	
                Material
      breach of any provision of this
Agreement.

              


      

      


      
        	
                 
      

              	
                ii.

              	
                Notwithstanding
      the foregoing, Executive’s termination for Cause will not become effective
      unless the Company has delivered to Executive a copy of a resolution duly
      adopted by the affirmative vote of a majority of the entire membership of
      the Board, at a meeting of the Board called and held for the purpose of
      finding that, in the good faith opinion of the Board (after reasonable
      notice to Executive and an opportunity for Executive to be heard before
      the Board with counsel), Executive engaged in of the conduct described
      above and specifying the particulars of this
  conduct.

              


      

      


      
        	
                 
      

              	
                e.

              	
                Voluntary Termination
      by Executive.  In addition to his other rights to
      terminate under this Agreement, Executive may voluntarily terminate
      employment during the term of this Agreement upon at least sixty (60) days
      prior written notice to the Board. Upon Executive’s voluntary termination,
      he will receive only his compensation and vested rights and benefits
      through the date of his termination.  Following his voluntary
      termination of employment under this Section 10(e), Executive will be
      subject to the restrictions set forth in Section 10(g) of this Agreement
      for a period of one (1) year from his termination
  date.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                f.

              	
                Without Cause or With
      Good Reason.

              


      

      


      
        	
                 
      

              	
                i.

              	
                In
      addition to termination pursuant to Sections 10(a) through 10(e), the
      Board may, by written notice to Executive, immediately terminate his
      employment at any time for a reason other than Cause (a termination
      “Without  Cause”) and Executive may, by written notice to the
      Board, terminate his employment under this Agreement for “Good Reason,” as
      defined below (a termination “With Good
  Reason”).

              


      

      


      
        	
                 
      

              	
                ii.

              	
                Subject
      to Section 11 of this Agreement, in the event of termination under this
      Section 10(f), Executive will receive his base salary as of his
      termination date for the remaining term of the Agreement, with such amount
      paid in one lump sum within ten (10) calendar days of his
      termination.  Executive will also continue to participate in any
      benefit plans of the Company or the Bank that provide medical, dental and
      life insurance coverage for the remaining term of the Agreement, under
      terms and conditions no less favorable than the most favorable terms and
      conditions provided to senior executives during the same
      period.  If the Company or the Bank cannot provide such coverage
      because Executive is no longer an employee, the Company or the Bank will
      provide Executive with comparable coverage on an individual policy basis
      or the cash equivalent.

              


      

      


      
        	
                 
      

              	
                iii.

              	
                For
      the purposes of this Agreement, “Good Reason” shall mean the occurrence of
      any of the following events without the Employee’s
  consent:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                The
      assignment to Executive of duties that constitute a material diminution of
      his authority, duties, or responsibilities (including reporting
      requirements);

              


      

      


      
        	
                 
      

              	
                (2)

              	
                A
      material diminution in Executive’s Base
Salary;

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Relocation
      of Executive to a location outside a radius of 35 miles of the Company’s
      Trenton, Illinois office; or

              


      

      


      
        	
                 
      

              	
                (4)

              	
                Any
      other action or inaction by the Company that constitutes a material breach
      of this Agreement;

              


      

      


      provided,
that within ninety (90) days after the initial existence of such event, the
Company shall be given notice and an opportunity, not less than thirty (30)
days, to effectuate a cure for such asserted “Good Reason” by
Executive.  Executive’s resignation hereunder for Good Reason shall
not occur later than one hundred fifty (150) days following the initial date on
which the event Executive claims constitutes Good Reason occurred.

      


      
        	
                 
      

              	
                g.

              	
                Continuing Covenant
      Not to Compete or Interfere with
      Relationships.  Regardless of anything herein to the
      contrary, following a termination by the Company or Executive pursuant to
      Section 10(e) or 10(f):

              


      

      


      
        	
                 
      

              	
                i.

              	
                Executive’s
      obligations under Section 9(c) of this Agreement will continue in effect;
      and

              


      

      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                ii.

              	
                During
      the period ending on the first anniversary of such termination, Executive
      will not serve as an officer, director or employee of any bank holding
      company, bank, savings association, savings and loan holding company,
      mortgage company or other financial institution that offers products or
      services competing with those offered by the Company, the Bank or their
      affiliates from any office within thirty-five (35) miles from the main
      office or any branch of the Company, the Bank or their affiliates and,
      further, Executive will not interfere with the relationship of the
      Company, the Bank or their affiliates and any of their employees, agents,
      or representatives.

              


      

      


      
        	
                 
      

              	
                h.

              	
                To
      the extent Executive is a member of the Board on the date of termination
      of employment, Executive will resign from the Board immediately following
      such termination of employment. Executive will be obligated to tender this
      resignation regardless of the method or manner of termination, and such
      resignation will not be conditioned upon any event or
    payment.

              


      

      


      11.        Termination in Connection
with a Change in Control.

      


      
        	
                 
      

              	
                a.

              	
                For
      purposes of this Agreement, a “Change in Control” means any of the
      following events:

              


      

      


      
        	
                 
      

              	
                i.

              	
                Merger: The
      Company merges into or consolidates with another entity, 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;

              


      

      


      
        	
                 
      

              	
                ii.

              	
                Acquisition of
      Significant Share Ownership:  There is filed, or is
      required to be filed, a report on Schedule 13D or another form or schedule
      (other than Schedule 13G) required under Sections 13(d) or 14(d) of the
      Securities Exchange Act of 1934, as amended, if the schedule discloses
      that the filing person or persons acting in concert has or have become the
      beneficial owner of 25% or more of a class of the Company’s voting
      securities, but this clause (ii) 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;

              


      

      


      
        	
                 
      

              	
                iii.

              	
                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 (iii), each director who is first elected
      by the board (or first nominated by the board for election by the members)
      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

              


      

      


      
        	
                 
      

              	
                iv.

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

              


      

      


      
        	
                 
      

              	
                Notwithstanding
      anything in this Agreement 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
  Agreement.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      
        	
                 
      

              	
                b.

              	
                Termination.  If
      within the period ending one year after a Change in Control, (i) the
      Company terminates Executive’s employment without Cause, or (ii) Executive
      voluntarily terminates his employment With Good Reason, the Company will,
      within ten calendar days of the termination of Executive’s employment,
      make a lump-sum cash payment to him equal to three times Executive’s
      average taxable compensation (as reported on Form W-2) over the five (5)
      most recently completed calendar years (or years of employment, annualized
      for partial years of employment, if less than five), ending with the year
      immediately preceding the effective date of the Change in Control. The
      cash payment made under this Section 11(b) shall be made in lieu of any
      payment also required under Section 10(f) of this Agreement because of
      Executive’s termination of employment; however, Executive’s rights under
      Section 10(f) are not otherwise affected by this Section 11. Following
      termination of employment, executive will also continue to participate in
      any benefit plans of the Company or the Bank that provide medical, dental
      and life insurance coverage upon terms no less favorable than the most
      favorable terms provided to senior executives.  If the Company
      cannot provide such coverage because Executive is no longer an employee,
      the Company will provide Executive with comparable coverage on an
      individual basis or the cash equivalent.  The medical, dental
      and life insurance coverage provided under this Section 11(b) shall cease
      upon the earlier of:  (i) Executive’s death; (ii) Executive’s
      employment by another employer other than one of which he is the majority
      owner; or (iii) thirty-six (36) months after his termination of
      employment.

              


      

      


      
        	
                 
      

              	
                c.

              	
                The
      provisions of Section 11 and Sections 13 through 25, including the defined
      terms used in such sections, shall continue in effect until the later of
      the expiration of this Agreement or one year following a Change in
      Control.

              


      

      


      12.         Indemnification and
Liability Insurance.

      


      
        	
                 
      

              	
                a.

              	
                Indemnification.  The
      Company agrees to indemnify Executive (and his heirs, executors, and
      administrators), and to advance expenses related to this indemnification,
      to the fullest extent permitted under applicable law and regulations
      against any and all expenses and liabilities that Executive reasonably
      incurs in connection with or arising out of any action, suit, or
      proceeding in which he may be involved by reason of his service as an
      officer or director of the Company or any of its subsidiaries or
      affiliates (whether or not he continues to be an officer or director at
      the time of incurring any such expenses or
      liabilities).  Covered expenses and liabilities include, but are
      not limited to, judgments, court costs, and attorneys’ fees and the costs
      of reasonable settlements, subject to Board approval, if the action is
      brought against Executive in his capacity as an officer or director of the
      Company or any of its subsidiaries or affiliates. Indemnification for
      expenses will not extend to matters related to Executive’s termination for
      Cause.  Notwithstanding anything in this Section 12(a) to the
      contrary, the Company will not be required to provide indemnification
      prohibited by applicable law or regulation.  The obligations of
      this Section 12 will survive the term of this Agreement by a period of six
      (6) years.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Insurance.  During
      the period for which the Company must indemnify Executive, the Company
      will provide Executive (and his heirs, executors, and administrators) with
      coverage under a directors’ and officers’ liability policy, at the
      Company’s expense, that is at least equivalent to the coverage provided to
      directors and senior executives of the
Company.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      13.         Reimbursement
of Executive’s Expenses to Enforce this Agreement.  The Company will
reimburse Executive for all out-of-pocket expenses, including, without
limitation, reasonable attorneys’ fees, incurred by Executive in connection with
his successful enforcement of the Company’s obligations under this
Agreement.  Successful enforcement means the grant of an award of
money or the requirement that the Company take some specified action: (i) as a
result of court order; or (ii) otherwise following an initial failure of the
Company to pay money or take action promptly following receipt of a written
demand from Executive stating the reason that the Company must make payment or
take action under this Agreement.

      


      14.         Limitation
of Benefits Under Certain Circumstances.  If the payments
and benefits pursuant to Section 11 of this Agreement, either alone or together
with other payments and benefits Executive has the right to receive from the
Company, would constitute an excess “parachute payment” under Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”), the payments and
benefits pursuant to Section 11 shall be reduced or revised, in the manner
determined by Executive, by the amount, if any, which is the minimum necessary
to result in no portion of the payments and benefits under Section 11 being
non-deductible to the Company pursuant to Section 280G of the Code and subject
to the excise tax imposed under Section 4999 of the Code.  The
Company’s independent public accountants will determine any reduction in the
payments and benefits to be made pursuant to Section 11; the Company will pay
for the accountant’s opinion.  If the Company and/or Executive do not
agree with the accountant’s opinion, the Company will pay to Executive the
maximum amount of payments and benefits pursuant to Section 11, as selected by
Executive, that the opinion indicates have a high probability of not causing any
of the payments and benefits to be non-deductible to the Company and subject to
the excise tax imposed under Section 4999 of the Code.  The Company
may also request, and Executive has the right to demand that the Company
request, a ruling from the IRS as to whether the disputed payments and benefits
pursuant to Section 11 have such tax consequences.   The Company
will promptly prepare and file the request for a ruling from the IRS, but in no
event will the Company make this filing later than thirty (30) days from the
date of the accountant’s opinion referred to above.  The request will
be subject to Executive’s approval prior to filing; Executive shall not
unreasonably withhold his approval.  The Company and Executive agree
to be bound by any ruling received from the IRS and to make appropriate payments
to each other to reflect any IRS rulings, together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the
Code.  Nothing contained in this Agreement shall result in a reduction
of any payments or benefits to which Executive may be entitled upon termination
of employment other than pursuant to Section 11 hereof, or a reduction in the
payments and benefits specified in Section 11, below zero.

      


      15.         Injunctive
Relief.  Upon a breach or
threatened breach of Section 10(g) of this Agreement or the prohibitions upon
disclosure contained in Section 9(c) of this Agreement, the parties agree that
there is no adequate remedy at law for such breach, and the Company shall be
entitled to injunctive relief restraining Executive from such breach or
threatened breach, but such relief shall not be the exclusive remedy for a
breach of this Agreement.  The parties further agree that Executive,
without limitation, may seek injunctive relief to enforce the obligations of the
Company under this Agreement.

      


      16.         Successors and
Assigns.

      


      
        	
                 
      

              	
                a.

              	
                This
      Agreement shall inure to the benefit of and be binding upon any corporate
      or other successor of the Company which shall acquire, directly or
      indirectly, by merger, consolidation, purchase or otherwise, all or
      substantially all of the assets or stock of the
  Company.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Since
      the Company is contracting for the unique and personal skills of
      Executive, Executive shall not assign or delegate his rights or duties
      under this Agreement without first obtaining the written consent of the
      Company.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

      


      17.         No
Mitigation.  Executive shall
not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise and no such payment shall be
offset or reduced by the amount of any compensation or benefits provided to
Executive in any subsequent employment.

      


      18.         Notices.  All notices,
requests, demands and other communications in connection with this Agreement
shall be made in writing and shall be deemed to have been given when delivered
by hand or 48 hours after mailing at any general or branch United States Post
Office, by registered or certified mail, postage prepaid, addressed to the
Company at its principal business office and to Executive at his home address as
maintained in the records of the Company.

      


      19.         No Plan
Created by this Agreement.  Executive and the
Company expressly declare and agree that this Agreement was negotiated among
them and that no provision or provisions of this Agreement are intended to, or
shall be deemed to, create any plan for purposes of the Employee Retirement
Income Security Act of 1974 (“ERISA”) or any other law or regulation, and each
party expressly waives any right to assert the contrary.  Any
assertion in any judicial or administrative filing, hearing, or process that an
ERISA plan was created by this Agreement shall be deemed a material breach of
this Agreement by the party making the assertion.

      


      20.         Amendments.  No amendments or
additions to this Agreement shall be binding unless made in writing and signed
by all of the parties, except as herein otherwise specifically
provided.

      


      21.         Applicable
Law.  Except to the
extent preempted by federal law, the laws of the State of Illinois shall govern
this Agreement in all respects, whether as to its validity, construction,
capacity, performance or otherwise.

      


      22.         Severability.  The provisions of
this Agreement shall be deemed severable and the invalidity or unenforceability
of any one provision shall not affect the validity or enforceability of the
other provisions of this Agreement.

      


      23.         Headings.  Headings
contained in this Agreement are for convenience of reference only.

      


      24.         Entire
Agreement.  This Agreement,
together with any modifications subsequently agreed to in writing by the
parties, shall constitute the entire agreement among the parties with respect to
the foregoing subject matter, other than written agreements applicable to
specific plans, programs or arrangements described in Sections 5 and
6.

      


      25.         Source of
Payments.  Notwithstanding
any provision in this Agreement to the contrary, to the extent payments and
benefits, as provided for under this Agreement, are paid or received by
Executive under the Employment Agreement in effect between Executive and the
Company, the payments and benefits paid by the Company will be subtracted from
any amount or benefit due simultaneously to Executive under similar provisions
of this Agreement.  Payments will be allocated in proportion to the
level of activity and the time expended by Executive on activities related to
the Company and the Bank, respectively, as determined by the Company and the
Bank.


      
        
           


        

        
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      26.         Section 409A of the
Code.

      


      
        	
                 
      

              	
                a.

              	
                This
      Agreement is intended to comply with the requirements of Section 409A of
      the Code, and specifically, with the “short-term deferral exception” under
      Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay
      exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and
      shall in all respects be administered in accordance with Section 409A of
      the Code.  If any payment or benefit hereunder cannot be
      provided or made at the time specified herein without incurring sanctions
      on Executive under Section 409A of the Code, then such payment or benefit
      shall be provided in full at the earliest time thereafter when such
      sanctions will not be imposed.  For purposes of Section 409A of
      the Code, all payments to be made upon a termination of employment under
      this Agreement may only be made upon a “separation from service” (within
      the meaning of such term under Section 409A of the Code), each payment
      made under this Agreement shall be treated as a separate payment, the
      right to a series of installment payments under this Agreement (if any) is
      to be treated as a right to a series of separate payments, and if a
      payment is not made by the designated payment date under this Agreement,
      the payment shall be made by December 31 of the calendar year in which the
      designated date occurs.  To the extent that any payment provided
      for hereunder would be subject to additional tax under Section 409A of the
      Code, or would cause the administration of this Agreement to fail to
      satisfy the requirements of Section 409A of the Code, such provision shall
      be deemed null and void to the extent permitted by applicable law, and any
      such amount shall be payable in accordance with b. below.  In no
      event shall Executive, directly or indirectly, designate the calendar year
      of payment.

              


      

      


      
        	
                 
      

              	
                b.

              	
                Notwithstanding
      anything herein to the contrary, if Executive is a “specified employee”
      (within the meaning of Section 409A of the Code) and it is necessary to
      postpone the commencement of any payments or benefits otherwise payable
      under this Agreement as a result of Executive’ separation from service
      with the Company to prevent any accelerated or additional tax under
      Section 409A of the Code, then the Company will postpone the commencement
      of the payment of any such payments or benefits hereunder (without any
      reduction in such payments or benefits ultimately paid or provided to
      Executive) that are not otherwise paid with the “short-term deferral
      exception” under Treasury Regulations Section 1.409A-1(b)(4) and the
      “separation pay exception” under Treasury Regulations Section
      1.409A-1(b)(9)(iii), until the first payroll date that occurs after the
      date that is six months following Executive’s separation of service with
      the Company.  If any payments are postponed due to such
      requirements, such postponed amounts will be paid to Executive in a lump
      sum on the first payroll date that occurs after the date that is six
      months following Executive’s separation of service with the
      Company.  If Executive dies during the postponement period prior
      to the payment of postponed amount, the amounts withheld on account of
      Section 409(A) of the Code shall be paid to the personal representative of
      Executive’s estate within sixty (60) days after the date of Executive’s
      death.

              


      


      
        
           


        

        
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      IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the date first written
above.

      


      
        
          
            
              	
                      ATTEST:

                    	 
      	
                      SUGAR
      CREEK FINANCIAL CORP.

                    
	 
      	 
      	 
      	 
      
	
                      /s/ Phyllis J. Brown

                    	 
      	
                      By:

                    	
                      /s/ Francis J. Eversman

                    
	
                      Witness

                    	 
      	 
      	
                      For
      the Entire Board of Directors

                    
	 
      	 
      	 
      	 
      
	
                      WITNESS:

                    	 
      	EXECUTIVE
	 
      	 
      	 
      	 
      
	
                      /s/ Phyllis J.
      Brown

                    	 
      	
                      By:

                    	
                      /s/ Robert J. Stroh, Jr.

                    
	 
      	 
      	 
      	
                      Robert
      J. Stroh, Jr.

                    


            

          

        

      


      
        
           


        

        
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