Exhibit
        10.3
 
 
 **UNION
        FEDERAL SAVINGS AND LOAN ASSOCIATION**
 **RECOGNITION
        AND RETENTION PLAN AND TRUST**
 
  **ARTICLE
        I**
 **ESTABLISHMENT
        OF THE PLAN AND TRUST**
  1.01
        Union Federal Savings and Loan Association hereby establishes the Recognition
        and Retention Plan (the “Plan”) and Trust (the “Trust”) upon the terms and
        conditions hereinafter stated in this Recognition and Retention Plan and
        Trust
        Agreement (the “Agreement”).
  1.02
        The
        Trustee, which initially shall be Fifth Third Bank of Central Indiana, hereby
        accepts this Trust and agrees to hold the Trust assets existing on the date
        of
        this Agreement and all additions and accretions thereto upon the terms and
        conditions hereinafter stated.
  **ARTICLE
        II**
 **PURPOSE
        OF THE PLAN**
  2.01
        The
        purpose of the Plan is to retain directors and executive officers in key
        positions by providing such persons with a proprietary interest in the Holding
        Company (as hereinafter defined) as compensation for their contributions
        to the
        Holding Company and to the Association and its Affiliates (as hereinafter
        defined) and as an incentive to make such contributions and to promote the
        Holding Company’s and the Association’s growth and profitability in the
        future.
  **ARTICLE
        III**
 **DEFINITIONS**
  The
        following words and phrases when used in this Plan with an initial capital
        letter, unless the context clearly indicates otherwise, shall have the meanings
        set forth below. Wherever appropriate, the masculine pronoun shall include
        the
        feminine pronoun and the singular shall include the plural.
  3.01  **“Affiliate”** means
        the Holding Company and those subsidiaries or affiliates of the Holding Company
        or the Association which, with the consent of the Board, agree to participate
        in
        this Plan.
  3.02  **“Association”** means
        Union Federal Savings and Loan Association and its successors, whether in
        mutual
        or stock form.
  3.03  **“Beneficiary”** means
        the person or persons designated by a Recipient to receive any benefits payable
        under the Plan in the event of such Recipient’s death. Such person or persons
        shall be designated in writing on forms provided for this purpose by the
        Committee and may be changed from time to time by similar written notice
        to the
        Committee. In the absence of a written designation, the Beneficiary shall
        be the
        Recipient’s surviving spouse, if any, or, if none, his estate.
  3.04  **“Board”** means
        the Board of Directors of the Association.
  3.05  **“Committee”** means
        the Stock Compensation Committee of the Board of Directors of the Holding
        Company. At all times during its administration of this Plan, the Committee
        shall consist of two or more directors of the Holding Company, each of whom
        shall be a “Non-Employee Director” within the meaning of the definition of that
        term contained in Regulation 16b-3 (“Rule 16b-3”) promulgated under the
        Securities Exchange Act of 1934, as amended (the “1934 Act”).
  3.06  **“Common
        Stock”** means
        shares of the common stock, without par value, of the Holding
        Company.
  3.07  **“Conversion”** shall
        mean the conversion of the Association from the mutual to stock form of
        organization and the simultaneous acquisition of the Association by the Holding
        Company.
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  3.08  **“Director”** means a
        member of the Board of Directors of the Association or the Holding
        Company.
  3.09  **“Director
        Emeritus”** shall
        mean an honorary, non-voting member of the Board of Directors of the Association
        or the Holding Company.
  3.10  **“Disability”** means
        any physical or mental impairment which qualifies an Employee, Director or
        Director Emeritus for disability benefits under the applicable long-term
        disability plan maintained by the Association or an Affiliate, or, if no
        such
        plan applies, which would qualify such Employee, Director or Director Emeritus
        for disability benefits under the long-term disability plan maintained by
        the
        Association, if such Employee, Director or Director Emeritus were covered
        by
        that Plan.
  3.11  **“Employee”** means
        any person who is currently employed by the Association or an Affiliate,
        including officers.
  3.12  **“Holding
        Company”** shall
        mean Union Community Bancorp.
  3.13  **“Outside
        Director”** means a
        member of the Board of Directors of the Association or the Holding Company,
        who
        is not also an Employee and who may be a Director or Director
        Emeritus.
  3.14  **“Plan
        Shares”** means
        shares of Common Stock held in the Trust and issued or issuable to a Recipient
        pursuant to the Plan.
  3.15  **“Plan
        Share Award”** or **“Award”** means a
        right granted under this Plan to earn Plan Shares.
  3.16  **“Plan
        Share Reserve”** means
        the shares of Common Stock held by the Trustee pursuant to Sections 5.03
        and
        5.04.
  3.17  **“Recipient”** means an
        Employee or Outside Director who receives a Plan Share Award under the
        Plan.
  3.18  **“Trustee”** means
        that person(s) or entity nominated by the Committee and approved by the Board
        pursuant to Sections 4.01 and 4.02 to hold legal title to the Plan assets
        for
        the purposes set forth herein.
  **ARTICLE
        IV**
 **ADMINISTRATION
        OF THE PLAN**
  4.01 **Role
        of the Committee.** The Plan
        shall be administered and interpreted by the Committee, which shall have
        all of
        the powers allocated to it in this and other Sections of the Plan. The
        interpretation and construction by the Committee of any provisions of the
        Plan
        or of any Plan Share Award granted hereunder shall be final and binding.
        The
        Committee shall act by vote or written consent of a majority of its members.
        Subject to the express provisions and limitations of the Plan, the Committee
        may
        adopt such rules, regulations and procedures as it deems appropriate for
        the
        conduct of its affairs. If permitted by applicable law, the Committee, with
        the
        consent of Recipients, may change the vesting schedule for Awards after the
        date
        of grant thereof. The Committee shall recommend to the Board one or more
        persons
        or entities to act as Trustee in accordance with the provisions of this Plan
        and
        Trust and the terms of Article VIII hereof.
  4.02 **Role
        of the Board.** The
        members of the Committee and the Trustee shall be appointed or approved by,
        and
        will serve at the pleasure of, the Board of Directors of the Holding Company.
        The Board of Directors of the Holding Company may in its discretion from
        time to
        time remove members from, or add members to, the Committee, and may remove,
        replace or add Trustees.
  4.03 **Limitation
        on Liability.** Neither
        a Director nor the Committee nor the Trustee shall be liable for any
        determination made in good faith with respect to the Plan or any Plan Shares
        or
        Plan Share Awards granted under it. If a Director or the Committee or any
        Trustee is a party or is threatened to be made a party to any threatened,
        pending or completed action, suit or proceeding, whether civil, criminal,
        administrative or investigative, by reason of anything done or not done by
        him
        in such capacity under or with respect to the Plan, the Association shall
        indemnify such person against expenses (including attorneys’ fees), judgments,
        fines and amounts paid in
  
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  settlement
        actually and reasonably incurred by him in connection with such action, suit
        or
        proceeding if he acted in good faith and in a manner he reasonably believed
        to
        be in the best interests of the Association and its Affiliates and, with
        respect
        to any criminal action or proceeding, if he had no reasonable cause to believe
        his conduct was unlawful. The indemnification of officers and directors of
        the
        Association pursuant to this Section 4.03 shall be subject to 12 C.F.R. §
        545.121.
  **ARTICLE
        V**
 **CONTRIBUTION;
        PLAN SHARE RESERVE**
  5.01 **Amount
        and Timing of Contributions.** The
        Association shall be permitted to contribute to the Trust an amount sufficient
        to purchase up to 4% of the shares of Common Stock issued by the Holding
        Company
        in connection with the Conversion. Such amounts shall be paid to the Trustee
        no
        later than the date required to purchase shares of Common Stock for Awards
        made
        under this Plan. No contributions by Employees or Outside Directors shall
        be
        permitted.
  5.02 **Initial
        Investment.** Any
        amounts held by the Trust until such amounts are invested in accordance with
        Section 5.03, shall be invested by the Trustee in such interest-bearing account
        or accounts at the Association as the Trustee shall determine to be
        appropriate.
  5.03 **Investment
        of Trust Assets; Creation of Plan Share Reserve.** As soon
        as practicable following the first shareholder meeting of the Holding Company
        following the Conversion (“First Shareholder Meeting Date”), the Trustee shall
        invest all of the Trust’s assets exclusively in the number of shares of Common
        Stock, designated by the Association as subject to Awards made under the
        Plan,
        which may be purchased directly from the Holding Company, on the open market,
        or
        from any other source; *provided,
        however* that the
        Trust shall not invest in an amount of Common Stock greater than 4.0% of
        the
        shares of the Common Stock sold in the Conversion, which shall constitute
        the
“Plan Share Reserve” and *provided,
        further* that if
        the Trustee is required to purchase such shares on the open market or from
        the
        Holding Company for an amount per share greater than the price per share
        at
        which shares were trading on the date the contributions therefor were made
        to
        the Trust, the Association shall have the discretion to reduce the number
        of
        shares to be awarded and purchased. The Trust may hold cash in interest-bearing
        accounts pending investment in Common Stock for periods of not more than
        one
        year after deposit. The Trustee, in accordance with applicable rules and
        regulations and Section 5.01 hereof, shall purchase shares of Common Stock
        in
        the open market and/or shall purchase authorized but unissued shares of the
        Common Stock from the Holding Company sufficient to acquire the requisite
        percentage of shares. Any earnings received or distributions paid with respect
        to Common Stock held in the Plan Share Reserve shall be held in an
        interest-bearing account. Any earnings received or distributions paid with
        respect to Common Stock subject to a Plan Share Award shall be held in an
        interest-bearing account on behalf of the individual Recipient.
  5.04 **Effect
        of Allocations, Returns and Forfeitures Upon Plan Share Reserves.** Upon
        the allocation of Plan Share Awards under Sections 6.02 and 6.03 after
        acquisition by the Trustee of such shares, or the decision of the Committee
        to
        return Plan Shares to the Holding Company, the Plan Share Reserve shall be
        reduced by the number of Plan Shares so allocated or returned. Any shares
        subject to an Award which may not be earned because of a forfeiture by the
        Recipient pursuant to Section 7.01 shall be returned (added) to the Plan
        Share
        Reserve.
  **ARTICLE
        VI**
 **ELIGIBILITY;
        ALLOCATIONS**
  6.01 **Eligibility.** Employees
        and Outside Directors are eligible to receive Plan Share Awards provided
        in
        Section 6.02.
  6.02 **Allocations.** The
        Committee may determine which of the Employees and Outside Directors referenced
        in Section 6.01 above will be granted Plan Share Awards and the number of
        Plan
        Shares covered by each Award, including grants effective upon the First
        Shareholder Meeting Date, *provided,
        however* ,
        that
        the number of Plan Shares covered by such Awards may not exceed the number
        of
        Plan Shares in the Plan Share Reserve immediately
  
   3
  prior
        to
        the grant of such Awards, and *provided
        further* ,
        that in
        no event shall any Awards be made which will violate the Charter, Articles
        of
        Incorporation, Bylaws or Plan of Conversion of the Holding Company or the
        Association or any applicable federal or state law or regulation and *provided
        further* that
        Awards may not be granted at any time in which the Association fails to meet
        its
        applicable minimum capital requirements. In the event Plan Shares are forfeited
        for any reason and unless the Committee decides to return the Plan Shares
        to the
        Holding Company, the Committee may, from time to time, determine which of
        the
        Employees or Outside Directors referenced in Section 6.01 above will be granted
        additional Plan Share Awards to be awarded from forfeited Plan Shares. In
        selecting those Employees or Outside Directors to whom Plan Share Awards
        will be
        granted and the number of Plan Shares covered by such Awards, the Committee
        shall consider the position and responsibilities of the eligible Employees
        or
        Outside Directors, the length and value of their services to the Association
        and
        its Affiliates, the compensation paid to such Employees or Outside Directors,
        and any other factors the Committee may deem relevant.
  6.03 **Form
        of Allocation.** As
        promptly as practicable after a determination is made pursuant to Section
        6.02
        that a Plan Share Award is to be made, the Committee shall notify the Recipient
        in writing of the grant of the Award, the number of Plan Shares covered by
        the
        Award, and the terms upon which the Plan Shares subject to the Award may
        be
        earned. The stock certificates for Plan Share Awards shall be registered
        in the
        name of the Recipient until forfeited or transferred to the Recipient after
        such
        Award has been earned. The Committee shall maintain records as to all grants
        of
        Plan Share Awards under the Plan.
  6.04 **Allocations
        Not Required.** Notwithstanding
        anything to the contrary in Sections 6.01 and 6.02, no Employee or Outside
        Director shall have any right or entitlement to receive a Plan Share Award
        hereunder, such Awards being at the total discretion of the Committee, nor
        shall
        the Employees or Outside Directors as a group have such a right. The Committee
        may, with the approval of the Board (or, if so directed by the Board, shall)
        return all Common Stock in the Plan Share Reserve not yet allocated to the
        Holding Company at any time, and cease issuing Plan Share Awards.
  6.05 **.
        Distribution Election Before Plan Shares Are Earned.** Notwithstanding anything contained in the Plan to the contrary, an Employee
        or
        an Outside Director who has received an allocation of Plan Shares in accordance
        with Article VI may request in writing that the Committee authorize the
        distribution to him or her of all or a portion of the Plan Shares awarded
        before
        the date on which the Plan Shares become earned in accordance with Article
        VII.
        The decision as to whether to distribute to any Employee or Outside Director
        who
        requests distribu tion shall
        be
        made by the Committee, in its sole discretion. In addition, the distribution
        shall be subject to the following parameters:
  (a)
              The
                  Committee shall be required to make a separate determination for
                  each
                  request received by an Employee or Outside Director for
                  distribution.
  (b)
              Any
                  Plan Shares awarded shall be required to have a legend on the Plan
                  Shares
                  confirming that the Plan Shares are subject to restriction and
                  transfer in
                  accordance with the terms set forth in the Plan. This legend may
                  not be
                  removed until the date that the Plan Shares become earned in accordance
                  with Article VII.
  (c)
              The
                  Plan Shares distributed shall be voted by the Trustee in accordance
                  with
                  Section 7.04.
  (d)
              Any
                  cash dividends or other cash distributions paid with respect to
                  the Plan
                  Shares before the date that the Plan Shares are earned shall be
                  paid to
                  the Trustee to be held for the Employee or Outside Director, whichever
                  is
                  applicable, until the date that the Plan Shares are
                  earned.
  (e)
              At
                  the date on which the Plan Shares are earned, the Trustee may withhold
                  from any cash dividends or other cash distributions held on behalf
                  of such
                  Employee or Outside Director the amount needed to cover any applicable
                  withholding and employment taxes arising at the time that the Plan
                  Shares
                  are earned. If the amount of such cash dividends or distributions
                  is
                  insufficient, the Trustee may require the Employee or Outside Director
                  to
                  pay to the Trustee the amount required to be withheld as a condition
                  of
                  removing the legend on the Plan
                  Shares.
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 **ARTICLE
            VII**
 **EARNING
            AND DISTRIBUTION OF PLAN SHARES; VOTING
            RIGHTS**
  7.01 **Earning
        Plan Shares; Forfeitures.**
  (a)
              **General
                  Rules.**Plan
                  Shares subject to an Award shall be earned by a Recipient at the
                  rate of
                  twenty percent (20%) of the aggregate number of Shares covered
                  by the
                  Award at the end of each full twelve months of consecutive service
                  with
                  the Association or an Affiliate after the date of grant of the
                  Award. If
                  the term of service of a Recipient terminates as an Employee, as
                  a
                  Director and as aDirector
                  Emeritusprior to the fifth anniversary (or such later date as the Committee
                  shall
                  determine) of the date of grant of an Award for any reason (except
                  as
                  specifically provided in Subsection (b) below or in Section 4.01
                  hereof),
                  the Recipient shall forfeit the right to earn any Shares subject
                  to the
                  Award which have not theretofore been
                  earned.
  In
                  determining the number of Plan Shares which are earned, fractional
                  shares
                  shall be rounded down to the nearest whole number, provided that
                  such
                  fractional shares shall be aggregated and earned, on the fifth
                  anniversary
                  of the date of grant.
  (b)
              **Exception
                  for Terminations due to Death and Disability.**Notwithstanding
                  the general rule contained in Section 7.01(a) above, all Plan Shares
                  subject to a Plan Share Award held by a Recipient whose term of
                  service as
                  an Employee and as a Director orDirector
                  Emerituswith the Holding Company, Association or an Affiliate terminates
                  due to
                  death or Disability shall be deemed earned as of the Recipient’s last day
                  of service with the Holding Company, Association or an Affiliate
                  as a
                  result of such death or Disability. If the Recipient’s service as an
                  Employee and as a Director orDirector
                  Emeritusterminates due to Disability within one year of the effective date
                  of the
                  Conversion, the Shares earned by the Recipient may not be disposed
                  of by
                  the Recipient during the one-year period following the Conversion,
                  and
                  stock certificate legends to that effect may be placed on the stock
                  certificates for any such shares.
  (c)
              **Revocation
                  for Misconduct.**Notwithstanding
                  anything hereinafter to the contrary, the Board may by resolution
                  immediately revoke, rescind and terminate any Plan Share Award,
                  or portion
                  thereof, previously awarded under this Plan, to the extent Plan
                  Shares
                  have not been delivered thereunder to the Recipient, whether or
                  not yet
                  earned, in the case of an Employee who is discharged from the employ
                  of
                  the Holding Company, Association or an Affiliate for cause (as
                  hereinafter
                  defined), or who is discovered after termination of employment
                  to have
                  engaged in conduct that would have justified termination for cause
                  or, in
                  the case of anOutside
                  Directorwho is removed from the Board of Directors of the Association and
                  the
                  Holding Company or an Affiliate for cause (as hereinafter defined),
                  or who
                  is discovered after termination of service as anOutside
                  Directorto
                  have engaged in conduct which would have justified removal for
                  cause.
                  “Cause” is defined as personal dishonesty, willful misconduct, any breach
                  of fiduciary duty involving personal profit, intentional failure
                  to
                  perform stated duties, or the willful violation of any law, rule,
                  regulation (other than traffic violations or similar offenses)
                  or order
                  which results in a loss to the Holding Company, Association or
                  any
                  Affiliate or in a final cease and desist
                  order.
  7.02 **Accrual
        of Dividends.** Whenever
        Plan Shares are paid to a Recipient or Beneficiary under Section 7.03, such
        Recipient or Beneficiary shall also be entitled to receive, with respect
        to each
        Plan Share paid, an amount equal to any cash dividends or cash distributions
        and
        a number of shares of Common Stock or other assets equal to any stock dividends
        and any other assets distributions declared and paid with respect to a share
        of
        Common Stock between the date the Plan Shares are being distributed and the
        date
        the Plan Shares were granted. There shall also be distributed an appropriate
        amount of net earnings, if any, of the Trust with respect to any cash dividends
        or cash distributions so paid out. Until the Plan Shares are vested and
        distributed to any such Recipient or Beneficiary, such dividends, distributions
        and net earnings thereon, if any, shall be retained by the Trust.
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  7.03 **Distribution
        of Plan Shares.**
  (a)
              **Timing
                  of Distributions: General Rule.**Plan
                  Shares shall be distributed to the Recipient or his Beneficiary,
                  as the
                  case may be, as soon as practicable after they have been
                  earned.
  (b)
              **Form
                  of Distribution.**All Plan Shares, together with any shares representing stock dividends,
                  shall be distributed in the form of Common Stock. One share of
                  Common
                  Stock shall be given for each Plan Share earned and payable. Payments
                  representing accumulated cash dividends and cash or other distributions
                  (and earnings thereon) shall be made in cash or in the form of
                  such
                  non-cash distributions.
  (c)
              **Withholding.**The Trustee may withhold from any payment or distribution made
                  under this
                  Plan sufficient amounts of cash or shares of Common Stock to cover
                  any
                  applicable withholding and employment taxes, and if the amount
                  of such
                  payment is insufficient, the Trustee may require the Recipient
                  or
                  Beneficiary to pay to the Trustee the amount required to be withheld
                  as a
                  condition of delivering the Plan Shares. Alternatively, a Recipient
                  may
                  pay to the Trustee that amount of cash necessary to be withheld
                  in taxes
                  in lieu of any withholding of payments or distribution under the
                  Plan. The
                  Trustee shall pay over to the Holding Company, the Association
                  or
                  Affiliate which employs or employed such Recipient any such amount
                  withheld from or paid by the Recipient or Beneficiary.
  (d)
              **Cessation
                  of Payment.**The Trustee shall cease payment of benefits to Recipients or, if
                  applicable, their Beneficiaries in the event of the Association’s
                  insolvency. The Association shall be considered insolvent for purposes
                  of
                  this RRP if the Association is unable to pay its debts as they
                  become due
                  or if a receiver is appointed for the Association under applicable
                  law. If
                  payments cease by reason of this subsection, payments will be resumed,
                  with appropriate make-up payments, once the Association ceases
                  to be
                  insolvent but only to the extent the payments were not made directly
                  by
                  the Association or its Affiliates.
  7.04 **Voting
        of Plan Shares.** All
        shares of Common Stock held by the Trust shall be voted by the Trustee, taking
        into account the best interests of the Plan Share Award recipients.
  **ARTICLE
        VIII**
 **TRUST**
  8.01 **Trust.** The
        Trustee shall receive, hold, administer, invest and make distributions and
        disbursements from the Trust in accordance with the provisions of the Plan
        and
        Trust and the applicable directions, rules, regulations, procedures and policies
        established by the Committee pursuant to the Plan.
  8.02 **Management
        of Trust.** It
        is the intent of this Plan and Trust that, subject to the provisions of this
        Plan, the Trustee shall have complete authority and discretion with respect
        to
        the management, control and investment of the Trust, and that the Trustee
        shall
        invest all assets of the Trust, except those attributable to cash dividends
        paid
        with respect to Plan Shares, in Common Stock to the fullest extent practicable,
        and except to the extent that the Trustee determines that the holding of
        monies
        in cash or cash equivalents is necessary to meet the obligation of the Trust.
        Neither the Holding Company, the Association, nor any Affiliate shall exercise
        any direct or indirect control or influence over the time when, or the prices
        at
        which, the Trustee may purchase such shares, the number of shares to be
        purchased, the manner in which the shares are to be purchased, or the broker
        (if
        any) through whom the purchases may be executed. In performing its duties,
        the
        Trustee shall have the power to do all things and execute such instruments
        as
        may be deemed necessary or proper, including the following powers:
  (a)
              To
                  invest up to one hundred percent (100%) of all Trust assets in
                  Common
                  Stock without regard to any law now or hereafter in force limiting
                  investments for Trustees or other fiduciaries. The investment authorized
                  herein and in paragraph (b) constitutes the only investment of
                  the Trust,
                  and in making such investment, the Trustee is authorized to purchase
                  Common Stock from the Holding Company
  
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  or
        an
        Affiliate or from any other source and such Common Stock so purchased may
        be
        outstanding, newly issued, or treasury shares.
  (b)
              To
                  invest any Trust assets not otherwise invested in accordance with
                  (a)
                  above in such deposit accounts, and certificates of deposit (including
                  those issued by the Association), securities of any open-end or
                  closed-end
                  management investment company or investment trust registered under
                  the
                  Investment Company Act of 1940, whether or not the Trustee or any
                  affiliate of the Trustee is being compensated for providing services
                  to
                  the investment company or trust as investment advisor or otherwise,
                  obligations of the United States government or its agencies or
                  such other
                  investments as shall be considered the equivalent of
                  cash.
  (c)
              To
                  sell, exchange or otherwise dispose of any property at any time
                  held or
                  acquired by the Trust.
  (d)
              To
                  cause stocks, bonds or other securities to be registered in the
                  name of a
                  nominee, without the addition of words indicating that such security
                  is an
                  asset of the Trust (but accurate records shall be maintained showing
                  that
                  such security is an asset of the
                  Trust).
  (e)
              To
                  hold cash without interest in such amounts as may be in the opinion
                  of the
                  Trustee reasonable for the proper operation of the Plan and Trust
                  and to
                  hold cash pending investment.
  (f)
              To
                  employ brokers, agents, custodians, consultants and
                  accountants.
  (g)  To
        hire
        counsel to render advice with respect to their rights, duties and obligations
        hereunder, and such other legal services or representation as they may deem
        desirable.
  (h)  To
        hold
        funds and securities representing the amounts to be distributed to a Recipient
        or his or her Beneficiary as a consequence of a dispute as to the disposition
        thereof, whether in a segregated account or held in common with other assets
        of
        the Trust.
  Notwithstanding
        anything herein contained to the contrary, the Trustee shall not be required
        to
        make any inventory, appraisal or settlement or report to any court, or to
        secure
        any order of court for the exercise of any power herein contained, or give
        bond.
  8.03 **Records
        and Accounts.** The
        Trustee shall maintain accurate and detailed records and accounts of all
        transactions of the Trust, which shall be available at all reasonable times
        for
        inspection by any legally entitled person or entity to the extent required
        by
        applicable law, or any other person determined by the Committee.
  8.04 **Earnings.** All
        earnings, gains and losses with respect to Trust assets shall be allocated,
        in
        accordance with a reasonable procedure adopted by the Committee, to bookkeeping
        accounts for Recipients or to the general account of the Trust, depending
        on the
        nature and allocation of the assets generating such earnings, gains and losses.
        In particular, any earnings on cash dividends or distributions received with
        respect to shares of Common Stock shall be allocated to accounts for Recipients,
        if such shares are the subject of outstanding Plan Share Awards, or otherwise
        to
        the Plan Share Reserve. Recipients (or their Beneficiaries) shall not be
        entitled to any such allocations until the Plan Share Awards to which they
        relate are vested and distributed to those Recipients (or their
        Beneficiaries).
  8.05 **Expenses.** All
        costs and expenses incurred in the operation and administration of this Plan,
        including those incurred by the Trustee, shall be borne by the Association
        or
        the Holding Company.
  8.06 **Indemnification.** The
        Association shall indemnify, defend and hold the Trustee harmless against
        all
        claims, expenses and liabilities arising out of or related to the exercise
        of
        the Trustee’s powers and the discharge of its duties hereunder, unless the same
        shall be due to its negligence or willful misconduct.
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  **ARTICLE
        IX**
 **MISCELLANEOUS**
  9.01 **Adjustments
        for Capital Changes.** The
        aggregate number of Plan Shares available for issuance pursuant to the Plan
        Share Awards (which, as of the effective date of this Plan, shall not exceed
        4%
        of the shares of the Holding Company’s Common Stock issued in the Conversion),
        and the number of shares to which any Plan Share Award relates shall be
        proportionately adjusted for any increase or decrease in the total number
        of
        outstanding shares of Common Stock issued subsequent to the effective date
        of
        the Plan resulting from any stock dividend or split, recapitalization, merger,
        consolidation, spin-off, reorganization, combination or exchange of shares,
        extraordinary cash or non-cash distribution, or other similar capital
        adjustment, or other increase or decrease in such shares effected without
        receipt or payment of consideration, by the Committee.
  9.02 **Amendment
        and Termination of Plan.** The
        Board may, by resolution, at any time amend or terminate the Plan. The power
        to
        amend or terminate shall include the power to direct the Trustee to return
        to
        the Holding Company all or any part of the assets of the Trust, including
        shares
        of Common Stock held in the Plan Share Reserve, as well as shares of Common
        Stock and other assets subject to Plan Share Awards but not yet earned by
        the
        Employees or Outside
        Director s
        to whom
        they are allocated. However, the termination of the Trust shall not affect
        a
        Recipient’s right to the distribution of Common Stock relating to Plan Share
        Awards already earned, including earnings thereon, in accordance with the
        terms
        of this Plan and the grant by the Committee.
  9.03 **Nontransferable.** Plan
        Share Awards and rights to Plan Shares shall not be transferable by a Recipient
        other than by will or the laws of descent and distribution or pursuant to
        a
        qualified domestic relations order as defined by the Internal Revenue Code
        of
        1986, as amended, or Title I of the Employee Retirement Income Security Act
        of
        1974, as amended, or the rules thereunder, and during the lifetime of the
        Recipient, Plan Shares may only be earned by and paid to the Recipient who
        was
        notified in writing of the Award by the Committee pursuant to Section 6.03.
        The
        assets of the RRP, prior to the distribution of Plan Shares to a Recipient
        or
        his or her Beneficiary, shall be subject to the claims of creditors of the
        Association. Unless Plan Shares are distributed in accordance with Section
        6.05
        or 7.03 to a Recipient or his or her Beneficiary, such Recipient or, if
        applicable, Beneficiary shall not have any right in or claim to any specific
        assets of the RRP or Trust and shall only be an unsecured creditor of the
        Association, nor shall the Holding Company or the Association be subject
        to any
        claim for benefits hereunder.
  9.04 **Employment
        Rights.** Neither
        the Plan nor any grant of a Plan Share Award or Plan Shares hereunder nor
        any
        action taken by the Trustee, the Committee or the Board in connection with
        the
        Plan shall create any right on the part of any Employee to continue in the
        employ of, or of any Outside
        Director to
        continue in the service of, the Association, the Holding Company or any
        Affiliate thereof.
  9.05 **Voting
        and Dividend Rights.** No
        Recipient shall have any voting or dividend rights or other rights of a
        shareholder in respect of any Plan Shares covered by a Plan Share Award,
        except
        as expressly provided in Sections 7.02 and 7.04 above, prior to the time
        said
        Plan Shares are actually distributed to him.
  9.06 **Governing
        Laws.** The
        Plan and Trust shall be governed by the laws of the State of Indiana, except
        to
        the extent governed by federal law, including regulations of the Office of
        Thrift Supervision. In particular, grants of Plan Share Awards under the
        Plan
        shall comply with the requirements of 12 C.F.R. § 563b.3(g)(4)(vi) to the extent
        applicable thereto.
  9.07 **Effective
        Date.** This
        Plan shall be effective as of the date of its approval by the shareholders
        of
        the Holding Company.
  9.08 **Term
        of Plan.** This
        Plan shall remain in effect until the earlier of (1) 21 years from the effective
        date of its adoption, (2) termination by the Board, or (3) the distribution
        of
        all assets of the Trust. Termination of the Plan shall not affect any Plan
        Share
        Awards previously granted, and such Awards shall remain valid and in effect
        until they have been earned and paid, or by their terms expire or are
        forfeited.
  9.09 **Tax
        Status of Trust.** It is
        intended that the trust established hereby be treated as a grantor trust
        of the
        Association under the provisions of Section 671, *et
        seq.* ,
        of the
        Internal Revenue Code of 1986, as amended.
   8
  9.10. **Compensation.** The
        Trustee shall be entitled to receive fair and reasonable compensation for
        its
        services hereunder, as agreed to by the Trustee and the Association, and
        shall
        also be entitled to be reimbursed for all reasonable out-of-pocket expenses,
        including, but not by way of limitation, legal, actuarial and accounting
        expenses and all costs and expenses incurred in prosecuting or defending
        any
        action concerning the Plan or the Trust or the rights or responsibilities
        of any
        person hereunder, brought by or against the Trustee. Such reasonable
        compensation and expenses shall be paid by the Association or the Holding
        Company.
  9.11. **Resignation
        of Trustee.** The
        Trustee may resign at any time by giving sixty (60) calendar days’ prior written
        notice to the Association, and the Trustee may be removed, with or without
        cause, by the Association on sixty (60) calendar days’ prior written notice to
        the Trustee. Such prior written notice may be waived by the party entitled
        to
        receive it. Upon any such resignation or removal becoming effective, the
        Trustee
        shall render to the Association a written account of its administration of
        the
        Plan and the Trust for the period since the last written accounting and shall
        do
        all necessary acts to transfer the assets of the Trust to the successor Trustee
        or Trustees.
  
   9
  **Resolutions
        Adopted by the Board of Directors**
 **of
        Union Federal Savings and Loan Association**
  WHEREAS,
        the Union Federal Savings and Loan Association Recognition and Retention
        Plan
        and Trust (the “RRP Plan”) permits the Association's Board of Directors to amend
        the RRP Plan;
  WHEREAS,
        the Office of Thrift Supervision has recently amended its regulations to
        permit
        the vesting of stock options and management recognition grants in the event
        of a
        change in control of the association making such awards.
  WHEREAS,
        the Board of Directors deems it advisable to amend the RRP Plan to permit
        vesting of awards under the RRP Plan in the event of a change in control
        of the
        Association or its parent company, Union Community Bancorp.
  NOW,
        THEREFORE, BE IT RESOLVED, that the Section 7.01(b) of the RRP Plan be amended
        to read in its entirety as follows:
  (b)
              **Exception
                  for Terminations Due to Death and Disability and for a Change in
                  Control.**Notwithstanding the general rule contained in Section 7.01(a) above,
                  all
                  Plan Shares subject to a Plan Share Award held by a Recipient whose
                  term
                  of service as an Employee and as a Director Emeritus with the Holding
                  Company, Association or an Affiliate terminates due to death or
                  Disability
                  shall be deemed earned as of the Recipient’s last day of service with the
                  Holding Company, Association or an Affiliate as a result of such
                  death or
                  Disability. If the Recipient’s service as an Employee and as a Director or
                  Director Emeritus terminates due to Disability within one year
                  of the
                  effective date of the Conversion, the Shares earned by the Recipient
                  may
                  not be disposed of by the Recipient during the one-year period
                  following
                  the Conversion, and stock certificate legends to that effect may
                  be placed
                  on the stock certificates for any such shares. Notwithstanding
                  the general
                  rule contained in Section 7.01(a), all Plan Shares subject to a
                  Plan Share
                  Award held by a Recipient shall be deemed to be earned in the event
                  of a
                  “change in control.”“A “change in control” is defined as a change in
                  control of the Holding Company or the Association within the meaning
                  of 12
                  C.F.R. § 574.4(a) (other than a change of control resulting from a trustee
                  or other fiduciary holding shares of Common Stock under an employee
                  benefit plan of that Holding Company or the Association or any
                  of its
                  Affiliates).
  RESOLVED
        FURTHER, that the foregoing amendment to the RRP Plan be applied to outstanding
        awards under the RRP Plan and that the Association's officers notify the
        current
        grantees of awards made under the RRP Plan of this amendment and advise them
        of
        its impact on the vesting of their awards.