stip.htm


    


    


    


    


    


    


    


    


    


    CAPITOL
FEDERAL FINANCIAL

    


    Short Term Performance
Plan

    


    


    


    


    


    


    


    


    


    



    
      
        
          October
1, 2008

        

         


      

      
         


        
          

        

      

       

    


    CAPITOL
FEDERAL FINANCIAL

    


    Short Term Performance
Plan

    


    Table of
Contents

    


     Page

     

    ARTICLE 1
– PURPOSE AND TERM OF PLAN          

     

    ARTICLE 2
– DEFINITIONS                       

     

     

    ARTICLE 3
– ELIGIBILITY

     

     

    ARTICLE 4
– PLAN ADMINISTRATOR

     

     

    ARTICLE 5
– FORM AND DETERMINATION OF AWARDS 

     

     

    ARTICLE 6
– PAYMENT OF AWARDS 

     

     

    ARTICLE 7
– CHANGE IN CONTROL 

     

     

    ARTICLE 8
– MISCELLANEOUS [INSERT PAGE
NUMBER]

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CAPITOL
FEDERAL FINANCIAL

    


    Short Term Performance
Plan

    


    


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

    


    WHEREAS, the Company desires
to provide motivation to selected Officers of the Company to put forth maximum
efforts toward the continued growth, profitability, and success of the Company
by offering cash bonus incentives to such individuals on the terms and
conditions set forth herein; 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 adopts the Plan on the terms and conditions set forth herein, which Plan
shall be known as the “Capitol Federal Financial Short Term Performance
Plan.”

    


    ARTICLE
1 – PURPOSE AND TERM OF PLAN

    


    1.1           Purpose.  The
purpose of the Plan is to provide motivation to selected Officers of Capitol
Federal Financial (including any successor thereto, “CFF”) and Capitol Federal
Savings Bank (including any successor thereto, the “Bank,” and collectively with
CFF, the “Company”) to put forth maximum effort toward the continued growth,
profitability, and success of the Company by providing cash bonus incentives to
such employees.  Toward this objective, the Committee may grant
Performance Awards, in the form of cash bonus payments, to Company Employees
classified as Officers on the terms and subject to the conditions set forth in
the Plan.

    


    1.2           Term.  The Plan
shall become effective as of October 1, 2008.  Awards shall not be
granted pursuant to the Plan after September 30, 2013, except that the Committee
may grant Awards after such date in recognition of performance prior to such
date.

    


    ARTICLE
2 – DEFINITIONS

    


    2.1           “Approved Reason” means a
reason for terminating employment with the Company which, in the opinion of the
Committee, is in the best interest of the Company.

    


    2.2           “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.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    2.3           “Award Payment Date” means,
for a Performance Year, the date the Awards for such Performance Year shall be
paid to Participants.  The Award Payment Date for each Performance
Year shall occur as soon as administratively possible following the completion
of the Committee’s determinations pursuant to Section 6.3, but in no event later
than January 4th
following the end of such Performance Year.

    


    2.4           “Average Basic Shares Outstanding”
means the average basic shares of CFF common stock outstanding during a
Performance Year.  Basic shares outstanding are net of treasury
shares.

    


    2.5           “Average Equity” means the sum
of CFF’s total stockholders’ equity at the beginning of a Performance Year and
at each month end during such year, divided by 13.

    


    2.6           “Board” means the Board of
Directors of CFF.

    


    2.7           “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.

            


    

    


    2.8           “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 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.

    


    2.9           “Committee” means the
Compensation Committee of the Board, or such other Board committee as may be
designated by the Board to administer the Plan;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    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.

    


    2.10           “Compensation” means all wages
for federal income tax withholding purposes as defined under Code § 3401(a) (for
purposes of income tax withholding at the source), disregarding any rules
limiting the remuneration included as wages based on the nature or location of
the employment or the services performed; provided, however, that the
term Compensation shall not include (i) any ordinary or extra ordinary bonus or
bonuses paid by the Company, or (ii) wages attributable to property transferred
to an individual in exchange for the performance of services (including, but not
necessarily limited to, restricted stock and stock options) where such transfer
was in the nature of a bonus or supplemental compensation.  The amount
of an individual’s Compensation shall be determined by the Committee, in its
Sole Discretion.

    


    2.11    “Director” means a member of
the Board.

    


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

    


    2.13    “Earnings Per Share - Basic”
(“EPS-B”) means Net Income for the Performance Year divided by Average Basic
Shares Outstanding for the Performance Year.

    


    2.14    “Efficiency Ratio” (“ER”)
means, in the context of determining an IPC, CFF’s consolidated noninterest
expense for the Performance Year divided by CFF’s consolidated net interest and
dividend income and noninterest income for the Performance Year.

    


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

    


    2.16    “Exchange Act” means the
Securities and Exchange Act of 1934, as amended from time to time, including
rules thereunder and successor provisions and rules thereto.

    


    2.17    “Negative Discretion” means
the discretion authorized by the Plan to be applied by the Committee in
determining the size of an Award if, in the Committee’s sole judgment, such
application is appropriate.  Negative Discretion may only be used by
the Committee to eliminate or reduce the size of an Award.  By way of
example and not by way of limitation, in no event shall any discretionary
authority granted to the Committee by the Plan, including, but not limited to
Negative Discretion, be used to: (a) grant Awards if the Performance Goals for
such year have not been attained, or (b) increase an Award above the maximum
amount payable under the Plan.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    2.18    “Net Income” means CFF’s
consolidated net income for a Performance Year as determined in accordance with
accounting principles generally accepted in the United States.

    


    2.19    “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.

    


    2.20    “Participant” means a common
law Employee paid from the Company payroll account who the Company has
designated in writing as an Officer to whom an Award has been granted by the
Committee under the Plan.

    


    2.21    “Performance Criteria” means
the Institutional Performance Criteria and Personal Performance Criteria which
the Committee shall use to establish Performance Targets for each Officer for
each Performance Year.  Institutional Performance Criteria (“IPCs”)
shall be established for each Performance Year by equally weighting the
Company’s target Return On Average Equity (ROAE), Earnings Per Share - Basic
(EPS-B), and Efficiency Ratio (ER), as more fully described at Section
5.3.  Personal Performance Criteria (“PPCs”) shall be established in
writing prior to the first day of a Performance Year.  Such criteria
shall be established by the Participant’s supervisor or the Committee as
appropriate.  PPCs shall be based upon objective personal achievement
targets, including but not limited to account/loan volume, cross sale ratios,
department results, market share, sales, cost controls, and cost
savings.

    


    2.22    “Performance Year” means the
fiscal year of the Company ending each September 30th over which the attainment
of one or more Performance Targets will be measured for the purpose of
determining a Participant’s right to and the payment of an Award.

    


    2.23    “Performance Targets” means,
for a Performance Year, the goals established by the Committee for the
Performance Year based upon the Performance Criteria.  The Committee
is authorized at any time during the first 90 days of a Performance Year, or at
any time thereafter, in its Sole Discretion, to adjust or modify the Performance
Target for such Performance Year in order to prevent the dilution or enlargement
of the rights of Participants:

    


    
      	
               
      

            	
              (a)

            	
              in
      the event of, or in anticipation of, any unusual or extraordinary
      corporate item, transaction, event or
  development;

            


    

    


    
      	
               
      

            	
              (b)

            	
              in
      recognition of, or in anticipation of, any other unusual or nonrecurring
      events affecting the Company, or the financial statements of
      the

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              Company,
      or in response to, or in anticipation of, changes in applicable laws,
      regulations, accounting principles, or business conditions;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              in
      view of the Committee’s assessment of the business strategy of the
      Company, performance of comparable organizations, economic and business
      conditions, and any other circumstances deemed
  relevant.

            


    

    


    2.24    “Plan” means the Capitol
Federal Financial Short Term Performance Plan.

    


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

    


    2.26    “Return On Average Equity”
(“ROAE”) means Net Income for the Performance Year divided by Average Equity for
the Performance Year.

    


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

    


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

    


    


    ARTICLE
3 – ELIGIBILITY

    


    3.1           Eligibility.  All
Company Officers are eligible to participate in the Plan.  Subject to
Section 6.6, the Committee shall, in its Sole Discretion, designate within the
first 90 days of a Performance Period which Officers will be Participants for
such Performance Period.  However, the fact that an Officer is a
Participant for a Performance Period shall not in any manner entitle such
Participant to receive an Award for the period.  The determination as
to whether or not such Participant shall be paid an Award for such Performance
Period shall be decided solely in accordance with the provisions of Articles 5
and 6 hereof.

    


    


    ARTICLE
4 – PLAN ADMINISTRATOR

    


    4.1           Responsibility.  The
Committee shall have total and exclusive responsibility to control, operate,
manage, and administer the Plan in accordance with its terms.

    


    4.2           Authority of the
Committee.  The Committee shall have all the authority that may
be necessary or helpful to enable it to discharge its responsibilities
with


    
      
         


      

      
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    respect
to the Plan.  Without limiting the generality of the preceding
sentence, the Committee shall have the exclusive right to:

    


    
      	
               
      

            	
              (a)

            	
              make
      discretionary interpretations regarding the terms of the
    Plan;

            


    

    


    
      	
               
      

            	
              (b)

            	
              determine
      eligibility for participation in the
Plan;

            


    

    


    
      	
               
      

            	
              (c)

            	
              decide
      all questions concerning eligibility for and the amount of Awards payable
      under the Plan;

            


    

    


    
      	
               
      

            	
              (d)

            	
              construe
      any ambiguous provision of the
Plan;

            


    

    


    
      	
               
      

            	
              (e)

            	
              correct
      any default;

            


    

    


    
      	
               
      

            	
              (f)

            	
              supply
      any omission;

            


    

    


    
      	
               
      

            	
              (g)

            	
              reconcile
      any inconsistency;

            


    

    


    
      	
               
      

            	
              (h)

            	
              issue
      administrative guidelines as an aid to administer the Plan and make
      changes in such guidelines as it from time to time deems
      proper;

            


    

    


    
      	
               
      

            	
              (I)

            	
              make
      regulations for carrying out the Plan and make changes in such regulations
      as it from time to time deems
proper;

            


    

    


    
      	
               
      

            	
              (j)

            	
              to
      the extent permitted under the Plan, grant waivers of Plan terms,
      conditions, restrictions, and
limitations;

            


    

    


    
      	
               
      

            	
              (k)

            	
              accelerate
      the payment of an Award when such action or actions would be in the best
      interest of the Company;

            


    

    


    
      	
               
      

            	
              (l)

            	
              establish
      and administer the Performance Targets and certify whether, and to what
      extent, they have been attained;
and

            


    

    


    
      	
               
      

            	
              (m)

            	
              take
      any and all other action it deems necessary or advisable for the proper
      operation or administration of the
Plan.

            


    

    


    4.3           Discretionary
Authority.  The Committee shall have full discretionary
authority in all matters related to the discharge of its responsibilities and
the exercise of its authority under the Plan including, without limitation, its
construction of the terms of the Plan and its determination of eligibility for
participation and Awards under the Plan.  It is the intent of the Plan
that the decisions of the Committee and its action with respect to the Plan
shall be final, binding, and conclusive upon all persons having or claiming to
have any right or interest in or under the Plan.

    


    4.4           Action by the
Committee.  The Committee may act only by a majority of its
members.  Any determination of the Committee may be made, without a
meeting, by


    
      
         


      

      
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    a writing
or writings signed by all of the members of the Committee.  In
addition, the Committee may authorize any one or more of its number to execute
and deliver documents on behalf of the Committee.

    


    4.5           Delegation of
Authority.  The Committee may delegate some or all of its
authority under the Plan to any person or persons provided that any such
delegation be in writing; provided, however, that only
the Committee may select and grant Awards to Participants who are subject to
Section 16 of the Exchange Act.

    


    


    
      	
               
      

            	
              ARTICLE
      5 – FORM AND DETERMINATION OF
AWARDS

            


    

    


    5.1           Form.  All
Performance Awards paid pursuant to the terms of this Plan shall be cash lump
sums paid as bonus compensation.

    


    5.2.           Procedure for Determining
Awards.  The procedure for establishing IPCs and PPCs and the
procedure for determining Performance Targets and actual Awards for a
Performance Year shall be as follows:

    


    
      	
               
      

            	
              (a)

            	
              Within
      the first ninety (90) days of a Performance Year the Committee
      shall:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Establish
      Performance Targets for each of the three IPCs, pursuant to Section
      5.3.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Establish
      a minimum performance measure (“Minimum Performance Measure”) for each IPC
      pursuant to Section 5.3.

            


    

    


    
      	
               
      

            	
              (3)

            	
              Further
      establish a maximum performance measure (“Maximum Performance Measure”)
      for each IPC pursuant to Section
5.3.

            


    

    


    
      	
               
      

            	
              (4)

            	
              Create
      a Target Scale and an Award Scale, pursuant to Section
  5.3.

            


    

    


    (5)           Establish
individual PPC goals.

    


    
      	
               
      

            	
              (b)

            	
              Within
      ninety (90) days following the end of a Performance Year, the Committee
      shall:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Review
      overall Company profitability for the Performance Year and consider
      possible exercise of Negative
Discretion.

            


    

    


    
      	
               
      

            	
              (2)

            	
              Determine
      percentage of Target Level actually achieved for each
  IPC.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (3)

            	
              Determine
      PPCs achieved.

            


    

    


    
      	
               
      

            	
              (4)

            	
              Calculate
      individual Officer Awards pursuant to Section
  5.5.

            


    

    


    Upon
completion of this process, any Awards earned for the Performance Year shall be
paid in accordance with Article 6.

    


    5.3           Determination of Performance
Targets.  During the first ninety (90) days of a Performance
Year, the Committee shall establish Performance Targets for all three IPCs based
upon information provided by Company senior management, which may include
internal forecasts for the Company and the forecasts of outside
analysts.  The Committee shall then establish two scales for each
Performance Target.  The Target Scale shall include increments between
the Target and the Maximum Performance Measure and decrements between the Target
and Minimum Performance Measure for each IPC.  The Award Scale shall
co-relate to the Target Scale and shall proceed at one percent (1%) increments
beginning at twenty percent (20%) in correspondence to Minimum Performance
Measure on the Target Scale through sixty percent (60%), which shall correspond
to one hundred percent (100%) on the Target Scale, up to one hundred percent
(100%) on the Award Scale, which shall correspond to the Maximum Performance
Measure on the Target Scale; provided, however, that,
notwithstanding anything herein set forth to the contrary, in order to pay any
Award calculated on performance actually achieved above an IPC Target up to the
Maximum Performance Measure, the Committee must determine that the Company has
Net Income at least five (5) times the aggregate dollar amount of all possible
Awards exceeding the Target levels.  If Company Net Income is less
than five (5) times the total amount of Awards potentially payable above the
Target level, then the Committee shall exercise its Negative Discretion and
calculate Awards only up to the Target level.

    


    5.4           Performance
Points.  For the purpose of calculating overall achievement
with regard to the various Performance Targets, the Committee shall assign one
hundred (100) points to each Participant.  IPCs and PPCs shall be
given the relative number of points for each Officer level as
follows:

    


    Institutional                                               Personal

    Officer
Level                                       Performance
Criteria                            
Performance
Criteria

    


    Chairman                                                      90
points                                           10
points

    Chief Executive
Officer                              90
points                                           10
points

    President                                                      90
points                                           10
points

    Executive
Vice-President                           90
points                                           10
points

    Senior
Vice-President                                 90
points                                           10
points

    First
Vice-President                                    90
points                                           10
points


    
      
         


      

      
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    For
Officer titles of Vice President, Assistant Vice President and Assistant
Cashier, their point total will be composed of either IPC of 90 and PPC of 10 or
IPC of 50 and PPC of 50, set at the discretion of the Executive Vice President
for their division.  This determination will be set by September 30 of
the Company fiscal year immediately preceding the Performance
Year.  If no determination is submitted to the Human Resources
Director, it will remain the same as the prior year’s
determination.  One-third of the IPC points shall be assigned to ROAE,
one third to EPS-B, and one-third to ER.  PPC points may be divided
between one or more objective written PPCs.

    


    5.5           Maximum Amount of
Awards.   No Officer may receive an Award in an amount
exceeding the maximum amount for his or her Officer classification as calculated
under this Section.

    


    (a)           Calculation
of the maximum amount for each classification shall be based upon the stated
Compensation payable to the Officer as of the September 30th of the Company
fiscal year immediately preceding the Performance Year multiplied by the
following percentages as applicable:

    


                                     
Percentage of Compensation

    
      	
               
      

            	
                             
      Officer Level

            	
                                             
      Taken into Account

            


    

    


    
      	
               
      

            	
              Chairman

            	
              60%

            


    

    
      	
               
      

            	
              Chief
      Executive Officer

            	
              60%

            


    

    
      	
               
      

            	
              President

            	
              50%

            


    

    
      	
               
      

            	
              Executive
      Vice-President

            	
              40%

            


    

    
      	
               
      

            	
              Senior
      Vice-President

            	
              35%

            


    

    
      	
               
      

            	
              First
      Vice-President

            	
              30%

            


    

    
      	
               
      

            	
              Vice-President

            	
              25%

            


    

    
      	
               
      

            	
              Assistant
      Vice-President

            	
              25%

            


    

    
      	
               
      

            	
              Assistant
      Cashier

            	
              25%

            


    

    


    In the
case of a newly elected or appointed Officer, Compensation shall be determined
based upon stated Compensation for such Officer at the date of election or
appointment as provided in Section 6.6.

    


    (b)           For
participants who receive a promotion or demotion during a performance period,
which results in a change in Officer title, the Participant’s Award shall be
calculated based upon the number of months in each Officer Level, on a pro rata
basis of the Performance Year, based upon the corresponding Percentage of
Compensation of the Officer’s Compensation at the beginning of the period in
each Officer Level.  The change in Officer Level will be effective,
for purposes of this calculation, beginning the first day of the month following
the change in Officer Level.  These pro rata Awards will be combined
to determine the maximum Award eligibility.  The Award total will then
be calculated in accordance with section 5.6.  Adjustments to the
maximum Award eligibility will not be made based upon any other salary
changes.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    5.6           Calculation of
Awards.  Actual Awards shall be calculated by first converting
the Performance Points described in Section 5.4 into percentages and allocating
the maximum Award between the IPC percentage and the PPC
percentage.  The amount allocable to the IPC percentage shall be
divided by the number of IPCs (3).  In the event an IPC is within the
Minimum and Maximum Performance Measure on the Target Scale, the applicable
percentage from the Award Scale shall be applied to the dollar amount assigned
to such IPC.  If a Performance for an IPC does not reach the Target
Scale, the dollar amount allocated to such IPC shall be zero.  A
similar process shall be followed to determine whether PPCs have been achieved;
provided, however, that
determinations of PPC goal achievement may or may not be based upon the Target
Scale.  Notwithstanding anything set forth herein to the contrary, no
Award may be calculated for Performance above the Maximum Performance level on
the Target Scale.

    


    


    ARTICLE
6 – PAYMENT OF AWARDS

    


    6.1           Condition of Receipt of
Awards.  Except as provided in Section 6.9, a Participant must
be employed by the Company on the last day of a Performance Year to be eligible
for an Award for such Performance Year.

    


    6.2           Limitation.  A
Participant shall be eligible to receive an Award for a Performance Year only if
at least some of the Performance Targets for such Year are
achieved.

    


    6.3           Certification.  Following
the completion of a Performance Year, the Committee shall meet to review and
certify in writing whether, and to what extent, the Performance Targets for the
Performance Year have been achieved.  If the Committee certifies that
the Performance Targets have been achieved, it shall, based upon application of
the provisions of Article 5 of this Plan, determine the maximum amount of each
Participant’s Award for the Performance Year.  The Committee shall
then determine the actual size of each Participant’s Award for the Performance
Year.

    


    6.4           Negative
Discretion.  In determining the actual size of an individual
Award to be paid for the Performance Year, the Committee may, through the use of
Negative Discretion, reduce or eliminate the amount of the Award for the
Performance Year, if in its Sole Discretion, such reduction or elimination is
appropriate.

    


    6.5           Timing of Award
Payments.  The Awards granted by the Committee for a
Performance Year shall be paid to Participants on the Award Payment Date for
such Performance Year.


    
      
         


      

      
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    6.6           New
Participants.  Qualified Officers who are employed by the
Company after the Committee’s selection of Participants for the Performance
Year, shall, in the event Awards are paid for the Performance Year, only be
entitled to a pro rata Award.  The amount of the pro rata Award shall
be determined by multiplying the Award the Participant would have otherwise been
paid if he or she had been a Participant for the entire Performance Year by a
fraction the numerator of which is the number of full months he or she was
eligible to participate in the Plan during the Performance Year and the
denominator of which is twelve (12).  For purposes of this
calculation, only full months of service shall be considered.

    


    6.7           Termination of
Employment.  If a Participant’s employment with the Company
terminates for a reason other than death, Disability, Retirement, or any
Approved Reason, all unpaid Awards, including, but not by way of limitation,
Awards earned but not yet paid, shall be canceled or forfeited.  The
Committee shall have the authority to promulgate rules and regulations to
determine the treatment of an Award under the Plan in the event of the
Participant’s death, Disability, Retirement, or termination for an Approved
Reason.

    


    6.8           Noncompetition.  A
Participant shall forfeit all unpaid Awards, including, but not by way of
limitation, Awards earned but not yet paid, if, (i) in the opinion of the
Committee, the Participant, without the prior written consent of the Company,
engages directly or indirectly in any manner or capacity as principal, agent,
partner, officer, director, stockholder, employee, or otherwise, in any business
or activity competitive with the business conducted by the Company; (ii) at any
time divulges to any person or any entity other than the Company any trade
secrets, methods, processes, or the proprietary or confidential information of
the Company; or (iii) the Participant performs any act or engages in any
activity which in the opinion of the Committee is inimical to the best interests
of the Company.

    


    6.9           Termination of Employment During
Performance Cycle.  In the event a Participant terminates
employment due to death, Disability, Retirement or termination of employment for
an Approved Reason prior to the Award Payment Date for a Performance Year, the
Participant shall receive, if Awards are paid for such Performance Year and if
he or she complies with the requirements of Subsection 6.8 through the Award
Payment Date, a pro rata Award.  The amount of the pro rata Award
shall be determined by multiplying the Award the Participant would have
otherwise been paid if he or she had been a Participant through the last day of
the Performance Year by a fraction, the numerator of which is the number of full
months he or she was a Participant during such Performance Year and the
denominator of which is twelve (12).  For purposes of this
calculation, only full months of service shall be considered.

    



    
      
         


      

      
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    ARTICLE
7 – CHANGE IN CONTROL

    


    7.1           Background.  Notwithstanding
any provision contained in the Plan to the contrary, the provisions of this
Article 7 shall control over any contrary provision.  All Participants
shall be eligible for the treatment afforded by this Article if their employment
with the Company terminates within two years following a Change In Control,
unless the termination 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.

    


    7.2           Payment of
Awards.  If a Participant qualifies for treatment under Section
7.1, he or she shall be paid, as soon as practicable, but in no event later than
90 days after his or her termination of employment, the Awards set forth in (a)
and (b) below:

    


    
      	
               
      

            	
              (a)

            	
              All
      of the Participant’s unpaid Awards;
and

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      pro rata Award for the Performance Year in which his or her termination of
      employment occurs.  The amount of the pro rata Award shall be
      determined by assuming all Participant Performance Targets on IPC’s and
      PPC have been reached.  The pro rata Award shall be calculated
      using a fraction, the numerator of which shall be the number of full
      months in the Performance Year prior to the date of the Participant’s
      termination of employment and the denominator of which shall be twelve
      (12).  For purposes of this calculation, a partial month shall
      be treated as a full month to the extent 15 or more days in such month
      have elapsed.   To the extent Performance Targets have not
      yet been established for the Performance Year, the Performance Targets for
      the immediately preceding Performance Year shall be used.  The
      pro rata Awards shall be paid to the Participant in the form of a lump-sum
      cash payment.

            


    

    


    7.3           Miscellaneous.  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 Award 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.

    



    
      
         


      

      
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    ARTICLE
8 – MISCELLANEOUS

    


    8.1           Nonassignability.  No
Awards or any other payment under the Plan shall be subject in any manner
alienation, anticipation, sale, transfer (except by will or the laws of descent
and distribution), assignment, pledge, or encumbrance, nor shall any Award be
payable to or exercisable by anyone other than the Participant to whom it was
granted.

    


    8.2           Withholding
Taxes.  The Company shall be entitled to deduct from any
payment under the Plan, regardless of the form of such payment, the amount of
all applicable income and employment taxes required by law to be withheld with
respect to such payment or may require the Participant to pay to it such tax
prior to and as a condition of the making of such payment.

    


    8.3.           Amendments to
Awards.  The Committee may at any time unilaterally amend any
unpaid Award, including, but not by way of limitation, Awards earned but not yet
paid, to the extent it deems appropriate; provided, however, that any
such amendment which, in the opinion of the Committee, is adverse to the
Participant shall require the Participant’s consent.

    


    8.4.           No Right to Continued Employment or
Grants.  Participation in the Plan shall not give any Employee
any right to remain in the employ of CFF or any subsidiary.  CFF or,
in the case of employment with a Subsidiary, the Subsidiary (either an
“Employer”), reserves the right to terminate any Employee at any time, and
nothing herein shall interfere with the right of an Employer to discharge an
Employee at any time without regard to the effect such discharge might have on
the Employee as a Participant under the Plan.  Further, the adoption
of this Plan shall not be deemed to give any Employee or any other individual
any right to be selected as a Participant or to be granted an
Award.

    


    8.5.           Amendment/Termination.  The
Committee may suspend or terminate the Plan at any time with or without prior
notice.  In addition, the Committee may, from time to time and with or
without prior notice, amend the Plan in any manner, but may not, without
stockholder approval, adopt any amendment which would require the vote of the
stockholders of CFF pursuant to any applicable law, rule or
regulation.

    


    8.6.           Governing Law.  The
Plan shall be governed by and construed in accordance with the laws of the State
of Kansas, except as superseded by applicable Federal Law.  Any action
concerning the Plan shall be maintained exclusively in the state or federal
courts in Topeka, Kansas.


    
      
         


      

      
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    8.7.           No Right, Title, or Interest in
Company Assets.  No Participant shall have any rights as a
stockholder as a result of participation in the Plan until the date of issuance
of a stock certificate in his or her name, and, in the case of restricted shares
of Common Stock, such rights are granted to the Participant under the
Plan.  To the extent any person acquires a right to receive payments
from the Company under the Plan, such rights shall be no greater than the rights
in or against any specific assets of the Company.  All of the Awards
granted under the Plan shall be unfunded.

    


    8.8.           No Right to Continued
Employment.  Participation in this Plan shall not give any
Officer any right to remain in the employ of the Company.  The Company
reserves the right to terminate an Employee (including Officers) at any
time.  Further, adoption of this Plan shall not be deemed to give any
Employee or any other individual any right to be selected as a Participant or to
be granted an Award.

    


    8.9.           No Guarantee of Tax
Consequences.  No person connected with the Plan in any
capacity, including but not limited to, CFF and its Subsidiaries and their
directors, officers, agents and employees makes any representation, commitment,
or guarantee that any tax treatment, including, but not limited to, Federal,
state, and local income, estate and gift tax treatment, will be applicable with
respect to amounts paid to or for the benefit of a Participant under the Plan,
or that such tax treatment will apply to or be available to a Participant on
account of participation in the Plan.

    


    8.10.         Other Benefits.  No
Award granted under the Plan shall be considered compensation for purposes of
computing benefits under any retirement plan of the Company nor affect any
benefits or compensation under any other benefit or compensation plan of the
Company now or subsequently in effect.

    


    [Signature
page follows.]

    



    
      
         


      

      
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    IN WITNESS WHEREOF, this
Capitol Federal Financial Short Term Performance Plan is executed this 25th day
of  November, 2008, to be first effective as of October 1,
2008.

    


    


    CAPITOL FEDERAL FINANCIAL

    


    


    By/s/ John C.
Dicus__________________

    Chairman

    


    


    CAPITOL FEDERAL SAVINGS
BANK

    


    


    By/s/ John B.
Dicus__________________

    President

    



    
      
         


      

      
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