Exhibit 10.3

                                    EXECUTIVE
                            SALARY CONTINUATION PLAN
                                    AGREEMENT




                                     BETWEEN


             OSAGE FEDERAL SAVINGS AND LOAN ASSOCIATION OF PAWHUSKA

                                       AND

                                 MARTHA M. HAYES



<PAGE>

                 EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT OF
                  OSAGE FEDERAL SAVINGS AND LOAN ASSOCIATION OF
                                    PAWHUSKA


     This Agreement is made and entered into on the 16th day of April,  2004, by
and between Osage Federal Savings and Loan Association of Pawhuska,  hereinafter
referred to as the "Institution," and Martha M. Hayes,  hereinafter  referred to
as the "Employee".

                              W I T N E S S E T H:

     WHEREAS, the Employee has been employed by the Institution and is currently
employed in an executive capacity;

     WHEREAS,  the  Institution  desires to retain  the  valuable  services  and
business  counsel of the  Employee  and to induce the  Employee  to remain in an
executive capacity with the Institution;


     WHEREAS, the Employee is considered a highly compensated Employee or member
of a select management group of the Institution; and

     NOW,  THEREFORE,  the  Institution  promises to pay the  benefits  provided
herein, subject to the terms and conditions of this Agreement,  in consideration
for the  Employee's  promise  to  remain  in the  continuous  employment  of the
Institution until retirement.  The parties hereto agree that the following shall
constitute the terms of this Agreement.

SECTION 1. Definitions.
           -----------

         For the purposes of this Agreement,  whenever the context so indicates,
the singular or plural  number and the  masculine,  feminine,  or neuter  gender
shall be deemed to include the other. The definitions  below shall apply only to
this  Agreement  and shall not be construed as applying to a qualified  employee
benefit  plan under  Section  401(a) of the Internal  Revenue  Code of 1986,  as
amended.


                                       2
<PAGE>

Beneficiary
-----------

         Beneficiary   shall  mean  the  person  or  persons  the  Employee  has
designated  in writing  to the  Institution,  if none,  the  Employee's  Spouse,
Children, or Estate (in that order).

Retirement Benefit
------------------

         Retirement  Benefit shall mean the benefit  provided to the Employee at
his  retirement,  provided he has  satisfied  the  conditions  and terms of this
Agreement.

Estate
------

         Estate shall mean the estate of the Employee.

Normal Retirement Age
---------------------

         Normal Retirement Age shall mean age seventy (70) or later if permitted
by the Institution's Board of Directors.

Spouse
------

         Spouse shall mean the person to whom the Employee is legally married at
the time of the Employee's death.

Benefit Accounting
------------------

         The  Institution  shall account for this benefit  using the  regulatory
accounting  principles  of the  Institution's  primary  federal  regulator.  The
Institution  shall  establish an accrued  liability  retirement  account for the
Employee into which appropriate reserves shall be accrued.

Discharge For Cause
-------------------

         The term "for cause" shall mean any of the following  that result in an
adverse effect on the Institution:  (i) gross negligence or gross neglect;  (ii)
the  commission  of a felony or gross  misdemeanor  involving  moral  turpitude,
fraud,  or  dishonesty;  (iii)  the  willful  violation  of any  law,  rule,  or
regulation  (other  than a  traffic  violation  or  similar  offense);  (iv)  an
intentional  failure to perform stated duties; or (v) a breach of fiduciary duty
involving personal profit.

SECTION 2. Conditions.
           ----------

         (a) Normal Employment.  The payment of benefits under this Agreement to
             -----------------
the Employee or  Beneficiary  are  conditioned  upon the  continuous  employment
(including  authorized  leaves of absence as described by this Agreement) of the
Employee by the  Institution  from date of  execution  of this  Agreement  until
attaining Retirement Age.

                                       3
<PAGE>

         (b) Noncompetition. Payment of benefits is further conditioned upon the
             --------------
Employee  not  acting  in any  similar  employment  capacity  for  any  business
enterprise  which  competes to a substantial  degree with the  Institution,  nor
engaging in any activity involving substantial  competition with the Institution
during  employment or after  retirement,  while  receiving  benefits  under this
Agreement without the prior written consent of the Institution.  In the event of
violation  of these  provisions,  all future  payments  shall be  cancelled  and
discontinued.

SECTION 3. Retirement Benefit.
           ------------------

         (a) At Normal  Retirement Age, if the Employee is still covered by this
Agreement,  the Institution shall commence payments as provided in this Section.
Subject to the provisions and  limitations of this  Agreement,  the  Institution
shall pay to the Employee a monthly  benefit which shall  commence the first day
of the second month following the Employee's Retirement Age and shall be payable
monthly  thereafter until the Employee's  death. The amount of such benefit will
be determined as of the Employee's date of retirement as follows:

         Once the Employee  reaches  Normal  Retirement  Age and has  maintained
continuous  Years of Service with the Institution  from the date of execution of
this  Agreement to the Normal  Retirement Age  (including  authorized  leaves of
absence as described in this Agreement), the Employee shall receive compensation
at the annualized rate of Twenty Thousand and 00/100th Dollars  ($20,000.00) per
year. This compensation to be paid on a monthly basis as set forth above,  until
the death of the Executive.

         (b) Termination Before Normal Retirement Age After Merger,  Conversion,
             -------------------------------------------------------------------
or a Change of Control After  Conversion.  If the Employee is terminated  within
----------------------------------------
three  years  after the  Institution  is merged  into  another  Institution,  or
undergoes a stock conversion, or after a stock conversion,  there is a Change of
Control as defined  below and the  Employee is  terminated  for any reason other
than discharge for cause or his base salary is reduced without his consent prior
to  Normal  Retirement  Age,  the  Employee  shall be  entitled  to the  accrued
liability balance as of the date of termination.

         (c) Discharge For Cause.  In the event the Employee shall be discharged
             -------------------
for cause at any time, all benefits provided herein shall be forfeited.

         (d) Termination of Service.  Subject to Subparagraph 3 (c) hereinabove,
             ----------------------
should the Employee  suffer a termination  of service as of the December 31st in
the year prior to the  attainment of age seventy (70), the Employee shall be one
hundred percent (100%) vested in the benefit described in Section 3.

SECTION 4. Death Benefit.
           -------------

         (a) In the event of the death of the Employee  prior to retirement  and
the conditions of Section 2 of this Agreement  being effective up to the time of
death,  the  beneficiary  shall  receive the balance of the  Employee's  accrued
liability retirement account on the date of death payable in one (1) lump sum to
such  individual or individuals  as the Employee may have  designated in

                                       4
<PAGE>

writing and filed with the Institution.  Such payment shall be paid beginning no
later than the latest of:

         (i) January 1 of the year after the death of the Employee, or

         (ii) the first day of the third month after the death of the Employee.

         (b) In the event of the death of the  Employee  after  retirement,  the
Beneficiary  shall  receive  the  balance of the  Employee's  accrued  liability
retirement  account on the date of death.  The payment shall be made in the same
manner and form as provided for in Article 4 (a) hereinabove.

SECTION 5. Named Fiduciary and Claims Procedure.
           ------------------------------------

         (a) The  Institution is hereby  designated as the named fiduciary under
this  Agreement.  The named fiduciary shall have authority to control and manage
the operation and administration of this Agreement,  and it shall be responsible
for  establishing  and carrying out a funding policy and method  consistent with
the objectives of this Agreement.

         (b) Any decision by the Institution  denying a claim by the Employee or
a  Beneficiary  for  benefits  under  this  Agreement  shall be in  writing  and
delivered or mailed to the Employee or  Beneficiary.  Such  statement  shall set
forth the specific reasons for the denial.  In addition,  the Institution  shall
afford a reasonable  opportunity to the Employee or  Beneficiary  for a full and
fair review of the decision denying such claim.

SECTION 6. Funding.
           --------

         The Institution's obligations under this Agreement shall be an unfunded
and unsecured  promise to pay. The Institution  shall not be obligated under any
circumstances to fund its obligations under this Agreement. The Institution may,
however, at its sole and exclusive option, elect to fund this Agreement in whole
or in part.

SECTION 7. Employee's Right to Assets.
           --------------------------

         The rights of the Employee or his  Beneficiaries  shall be solely those
of an  unsecured  general  creditor  of the  Institution.  The  Employee  or his
Beneficiaries  shall only have the right to receive from the  Institution  those
payments as specified under this Agreement. The Employee agrees that neither the
Employee nor his Beneficiaries shall have any rights or interests  whatsoever in
any assets of the Institution.  Any asset used or acquired by the Institution in
connection   with  the  liabilities  the  Institution  has  assumed  under  this
Agreement,  except as expressly  provided,  shall not be deemed to be held under
any Trust for the benefit of the Employee or his Beneficiaries,  nor shall it be
considered  security for the performance of the obligations of the  Institution.
It shall be, and remain, a general,  unpledged,  and  unrestricted  asset of the
Institution.

                                       5
<PAGE>

SECTION 8. Acceleration of Payment.
           -----------------------

         The  Institution  may,  only upon the  mutual  written  consent  of the
Employee, or if deceased,  Employee's  Beneficiaries,  accelerate the payment of
any  benefits  payable  under  this  Agreement.  In the  event it is  agreed  to
accelerate  these  payments,  the present value of all future  payments shall be
paid to the  Employee or his  Beneficiaries.  The then current  Federal  Reserve
discount  rate which is charged on loans to depository  institutions  by the New
York  Federal  Reserve  Bank  shall  be  used in  discounting  any  payments  as
determined by the Institution.

SECTION 9. Leaves of Absence and Disability.
           --------------------------------

         (a) The Institution may, in its sole discretion, permit the Employee to
take a leave of absence for a period not to exceed one year.  During such leave,
the Employee  shall be  considered  to be in the  continuous  employment  of the
Institution for purposes of this Agreement.

         (b) In the  event  that  there  is any  finding  of  disability  of the
Employee,  the  Institution  will pay an amount  equal to the accrued  liability
retirement  account  balance to the Employee.  No other benefits will be owed to
the Employee under this Agreement.

The Employee  will be  considered to be disabled or under a Period of Disability
if he or she has physical or mental  impairment or combination of impairments of
such  severity  that the  Employee  is not only unable to continue in his or her
regular course of employment,  but also cannot,  considering the Employee's age,
education and work experience,  engage in any other kind of substantial  gainful
work which  exists in the  national  economy,  regardless  of whether  such work
exists in the immediate area in which the Employee  lives, or whether a specific
job vacancy exists for him or whether he would be hired if the Employee  applied
for work. If there is a dispute regarding whether the Employee is disabled, such
dispute shall be resolved by a physician  selected by the  Institution  and such
resolution shall be binding upon all parties to this Agreement.

SECTION 10. Assignability.
            -------------

         Except insofar as this provision may be contrary to applicable  law, no
sale,  transfer,  alienation,  or  assignment,  pledge,  collateralization,   or
attachment of any benefits under this Agreement  shall be valid or recognized by
the Institution.

SECTION 11. Amendment.
            ---------

         This Agreement can be amended by the mutual  written  agreement of both
parties.  The  Institution  shall  have the power to  terminate  this  Agreement
completely by giving proper  notice of not less than sixty days.  However,  upon
such a  termination,  the  Employee  shall be entitled  to  complete  payment of
benefits under the applicable provision below:

         (i) if the  Employee  has reached an age which would allow a retirement
benefit under any terms of the Agreement,  the Employee will receive the maximum
benefit  permitted  under  the  Agreement  for his  attained  age  with no other
conditions being applicable.

                                       6
<PAGE>

         (ii) if the  Employee  has not yet  reached an age which  would allow a
retirement  benefit under any terms of the Agreement,  the Employee will receive
the minimum  benefit  permitted  under the Agreement  for the earliest  possible
early retirement benefit with no other conditions being applicable.

         Such payments upon termination may be accelerated only by the procedure
of Section 8 of this Agreement.

SECTION 12.  Enforcement.
             -----------

         This Agreement  shall be governed by the laws of the State of Oklahoma.
This Agreement is solely between the Institution and the Employee.  Furthermore,
the  Employee  or  his  Beneficiaries  shall  only  have  recourse  against  the
Institution for enforcement of the Agreement.  However, it shall be binding upon
the Beneficiaries,  heirs,  executors,  and administrators of the Employee,  and
upon any and all successors and assigns of the Institution.

SECTION 13. Severability.
            ------------

         In the event that any of the  provisions  of this  Agreement or portion
thereof,  are held to be  inoperative  or  invalid  by any  court  of  competent
jurisdiction,  then (1)  insofar as is  reasonable,  effect will be given to the
intent  manifested in the  provisions  held invalid or  inoperative  and (2) the
validity and  enforceability  of the remaining  provisions  will not be affected
thereby.

SECTION 14.  Payments to Beneficiaries.
             -------------------------

         For the purposes of this Agreement, Beneficiaries shall mean the person
or person  designated  by the  Employee  in  writing on forms  furnished  by the
Institution.  Such  Employee  may then from time to time  change the  designated
Beneficiaries  by written  notice to the  Institution,  and upon such change the
rights of all previously designated  Beneficiaries to receive any benefits under
this  Agreement  shall  cease.  If,  at the date of death  of the  Employee,  no
properly designated Beneficiary exists, then for the purposes of this Agreement,
the legally  recognized Spouse of the Employee living at his death, shall be the
Beneficiary; if none, then the Children, natural and adopted, then living of the
Employee; if none, then the Employee's Estate.

SECTION 15.  Incompetency.
             ------------

         If the  Institution  shall find that any person to whom any  payment is
payable under this  Agreement is unable to care for their affairs due an illness
or accident,  or is a minor,  payment due (unless a prior claim  therefore shall
have  been  made  by a  duly  appointed  guardian,  committee,  or  other  legal
representative)  may be paid to the  Spouse,  a child,  a parent,  a brother  or
sister,  or a custodian  determined  pursuant to the Uniform Gift to Minors Act,
the Uniform  Transfer to Minors Act, or to any person deemed by the  Institution
to have incurred expense for such person otherwise entitled to payment,  in such
manner and proportions as the Institution may determine.  Any such payments made
under  this  Section  in  good  faith  shall  be a  complete  discharge  of  the
liabilities of the Institution under this Agreement.

                                       7
<PAGE>

SECTION 16. Right of Employment.
            -------------------

         Nothing contained in this Agreement shall be construed to be a contract
of employment  for any term of years,  nor as  conferring  upon the Employee the
right to continue in the employment of the Institution in the Employee's present
capacity,  or in any other capacity.  It is expressly  understood by the parties
hereto that this Agreement  relates  exclusively to additional  compensation for
the Employee's  services,  which compensation is payable after the end of active
employment service and is not intended to be an employment contract.

SECTION 17. Scope of Agreement.
            ------------------

         Nothing  contained in this Agreement  shall be construed as limiting or
restricting any benefit to the Employee,  his designated  beneficiary,  or their
estates,  under any pensions,  profit-sharing,  or similar  retirement  plan, or
under  any  group  life,  or group  health  or  accident,  or other  plan of the
Institution,  for the benefit of its employees generally or a group of them, now
or here after in existence,  nor shall any payment  under this  Agreement to any
person entitled to such hereunder be deemed to constitute payment to such person
in lieu of or in reduction of any benefit or payment under any such plan.

SECTION 18. Consultation.
            ------------

         In the event that the Employee furnishes his services subsequent to his
retirement  of  an  advisory  or  consulting   nature,  the  Employee  shall  be
compensated  in an  amount  mutually  agreed  upon by the  parties  prior to the
rendering of such  services.  Payments  under other  Sections of this  Agreement
shall in no manner be construed as compensation for the services provided by the
Employee of an advisory or consulting nature after retirement.

SECTION 19. Regulatory Compliance.
            ---------------------

         Notwithstanding  any other  provisions  of this  Agreement,  no payment
shall be paid by the  Institution  under this Agreement if such payment would be
in violation of any order or regulation of the  Institution's  primary regulator
or any secondary financial institution  regulatory body having jurisdiction over
the Institution.

SECTION 20. Conversions.
            -----------

         In the event the  Institution  undergoes  a  conversion  from mutual to
stock  form,  the  provisions  of  this  Agreement   shall  remain  binding  and
enforceable  upon both  parties.  The parties may elect to amend this  Agreement
under  the  provision  of  Section  11  for  the  purpose  of  more   accurately
representing the intentions of the parties in terminology more applicable to the
Institution's new form.

SECTION 21. 12 U.S.C. ss. 1828(k).
            ---------------------

         Any payments made to the Employee  pursuant to this Plan, or otherwise,
are subject to and conditioned  upon their compliance with 12 U.S.C. ss. 1828(k)
or any regulations promulgated thereunder.

                                       8
<PAGE>

SECTION 22. Effective Date.
            --------------

     The Effective Date of this Agreement shall be January 1, 2004.

SECTION 23. Execution.
            ---------

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
this 16th day of April, 2004.

                                   /s/Martha M. Hayes
                                   ---------------------------------------------
                                   Martha M. Hayes




                                   Osage Federal Savings and Loan
                                   Association of Pawhuska

                                   By:  Mark S. White
                                        ----------------------------------------
                                   Title:  President and Chief Executive Officer


                                       9
<PAGE>

               BENEFICIARY DESIGNATION FORM FOR THE NON-QUALIFIED
                                 RETIREMENT PLAN
                                     BETWEEN
             OSAGE FEDERAL SAVINGS AND LOAN ASSOCIATION OF PAWHUSKA
                                       AND
                                 MARTHA M. HAYES

I. PRIMARY DESIGNATION
   -------------------
(You may refer to the beneficiary designation information prior to completion.)

A. PERSON(S) AS A PRIMARY DESIGNATION:
   ----------------------------------
   (Please indicate the percentage for each beneficiary.)


Name    Beverly A. Moore              Relationship   Daughter      /   100%
    --------------------------------              ---------------- ------------

Address:  Rt 1 Box 885                Pawhuska          OK           74056
--------------------------------------------------------------------------------
             (Street)                 (City)         (State)         (Zip)


Name __________________________________________  Relationship__________/_______%

Address:________________________________________________________________________
           (Street)                      (City)      (State)        (Zip)

Name __________________________________________  Relationship__________/_______%

Address:________________________________________________________________________
           (Street)                      (City)      (State)        (Zip)

Name __________________________________________  Relationship__________/_______%

Address:________________________________________________________________________
           (Street)                      (City)      (State)        (Zip)


B. ESTATE AS A PRIMARY DESIGNATION:
   -------------------------------
My Primary Beneficiary is The Estate of _________________________________ as set
forth in the last will and testament dated the _____ day of  __________, _______
and any codicils thereto.

C. TRUST AS A PRIMARY DESIGNATION:
   -------------------------------

Name of the Trust:  ____________________________________________________________
Execution Date of the Trust: _____ / _____ / _________
Name of the Trustee: ___________________________________________________________
Beneficiary(ies) of the Trust (please indicate the percentage for each
beneficiary):

________________________________________________________________________________

________________________________________________________________________________

Is this an Irrevocable Life Insurance Trust?  ________ Yes     ________ No
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)

<PAGE>

II. SECONDARY (CONTINGENT) DESIGNATION
    ----------------------------------

A. PERSON(S) AS A SECONDARY (CONTINGENT) DESIGNATION:
   ------------------------------------------------
   (Please indicate the percentage for each beneficiary.)

Name     Steven L. Moore                  Relationship    Grandson   / 50%
     ----------------------------------               -------------- ---------

Address:   Rt 1 Box 885                      Pawhuska        OK       74056
--------------------------------------------------------------------------------
             (Street)                         (City)       (State)    (Zip)

Name     Stephanie L. Moore               Relationship Granddaughter / 50%
     ----------------------------------               -------------- ---------


Address:   Rt 1 Box 885                      Pawhuska        OK       74056
--------------------------------------------------------------------------------
             (Street)                         (City)       (State)    (Zip)



Name __________________________________________  Relationship__________/_______%

Address:________________________________________________________________________
           (Street)                      (City)      (State)        (Zip)

Name __________________________________________  Relationship__________/_______%

Address:________________________________________________________________________
           (Street)                      (City)      (State)        (Zip)


B. ESTATE AS A SECONDARY (CONTINGENT) DESIGNATION:
   ----------------------------------------------

My Secondary Beneficiary is The Estate of  ________________________ as set forth
in my last will and testament  dated the _____ day of  _____________,  _____ and
any codicils thereto.


C. TRUST AS A SECONDARY (CONTINGENT) DESIGNATION:
   ----------------------------------------------

Name of the Trust:  ____________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee: ___________________________________________________________

Beneficiary(ies)   of  the  Trust  (please  indicate  the  percentage  for  each
beneficiary):

________________________________________________________________________________

________________________________________________________________________________

All sums payable  under the  Executive  Salary  Continuation  Plan  Agreement by
reason of my death shall be paid to the Primary  Beneficiary(ies),  if he or she
survives me, and if no Primary  Beneficiary(ies)  shall  survive me, then to the
Secondary (Contingent)  Beneficiary(ies).  This beneficiary designation is valid
until the participant notifies the Institution in writing.


/s/Martha M. Hayes                                               4-16-04
---------------------------------                           ----------------
Martha M. Hayes                                                  Date

<PAGE>
                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT


Insurer:                                    New York Life Insurance Company
                                            Northwestern Mutual Life Insurance

Policy Number:                              56607396
                                            16688006

Institution:                                Osage Federal Savings and Loan
                                            Association of Pawhuska

Insured:                                    Martha M. Hayes

Relationship of Insured to Institution:     Executive


The  respective  rights and  duties of the  Institution  and the  Insured in the
above-referenced policy shall be pursuant to the terms set forth below:


I.       DEFINITIONS

         Refer to the policy  contract for the  definition  of any terms in this
         Agreement that are not defined  herein.  If the definition of a term in
         the  policy  is  inconsistent  with  the  definition  of a term in this
         Agreement,  then  the  definition  of the  term  as set  forth  in this
         Agreement  shall  supersede and replace the  definition of the terms as
         set forth in the policy.

II.      POLICY TITLE AND OWNERSHIP

         Title and ownership shall reside in the Institution for its use and for
         the use of the  Insured  all in  accordance  with this  Agreement.  The
         Institution  alone may,  to the extent of its  interest,  exercise  the
         right to  borrow or  withdraw  on the  policy  cash  values.  Where the
         Institution  and the  Insured  (or  assignee,  with the  consent of the
         Insured)  mutually agree to exercise the right to increase the coverage
         under the subject Split Dollar policy, then, in such event, the rights,
         duties and  benefits of the parties to such  increased  coverage  shall
         continue to be subject to the terms of this Agreement.

<PAGE>

III.     BENEFICIARY DESIGNATION RIGHTS

         The Insured (or assignee) shall have the right and power to designate a
         beneficiary  or  beneficiaries  to receive the  Insured's  share of the
         proceeds payable upon the death of the Insured, and to elect and change
         a payment option for such beneficiary, subject to any right or interest
         the  Institution  may  have  in  such  proceeds,  as  provided  in this
         Agreement.

IV.      PREMIUM PAYMENT METHOD

         Subject to the  Institution's  absolute right to surrender or terminate
         the policy at any time and for any reason, the Institution shall pay an
         amount  equal to the planned  premiums and any other  premium  payments
         that might become necessary to keep the policy in force.

V.       TAXABLE BENEFIT

         Annually  the  Insured  will  receive  a taxable  benefit  equal to the
         assumed cost of insurance as required by the Internal  Revenue Service.
         The Institution (or its  administrator)  will report to the Insured the
         amount of imputed income each year on Form W-2 or its equivalent.

VI.      DIVISION OF DEATH PROCEEDS

         Subject to  Paragraphs  VII and IX herein,  the  division  of the death
         proceeds of the policy is as follows:

         A.       Should the Insured be employed by the  Institution at the time
                  of death, or be retired or terminated due to disability at the
                  time of death, the Insured's  beneficiary(ies),  designated in
                  accordance  with Paragraph III, shall be entitled to an amount
                  equal to sixty-five percent (65%) of the net-at-risk insurance
                  portion of the proceeds.  The net-at-risk insurance portion is
                  the total proceeds less the cash value of the policy.

         B.       Should the Insured not be employed by the  Institution  at the
                  time of death, the Insured's  beneficiary(ies),  designated in
                  accordance  with Paragraph III, shall be entitled to an amount
                  equal to Twenty Thousand and 00/100th Dollars  ($20,000.00) or
                  the net-at-risk  insurance portion of the proceeds,  whichever
                  is  less.  The  net-at-risk  insurance  portion  is the  total
                  proceeds less the cash value of the policy.

         C.       The  Institution  shall be entitled to the  remainder  of such
                  proceeds.

                                       2
<PAGE>

         D.       The Institution and the Insured (or assignees)  shall share in
                  any interest due on the death  proceeds on a pro rata basis as
                  the  proceeds  due  each  respectively   bears  to  the  total
                  proceeds, excluding any such interest.

VII.     DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

         The  Institution  shall at all times be entitled to an amount  equal to
         the  policy's  cash  value,  as that  term  is  defined  in the  policy
         contract, less any policy loans and unpaid interest or cash withdrawals
         previously  incurred by the  Institution  and any applicable  surrender
         charges.  Such  cash  value  shall  be  determined  as of the  date  of
         surrender or death as the case may be.

VIII.    RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

         In the event the policy involves an endowment or annuity  element,  the
         Institution's  right and interest in any endowment  proceeds or annuity
         benefits,  on expiration of the deferment  period,  shall be determined
         under the  provisions  of this  Agreement by regarding  such  endowment
         proceeds or the commuted value of such annuity benefits as the policy's
         cash  value.  Such  endowment  proceeds  or annuity  benefits  shall be
         considered to be like death proceeds for the purposes of division under
         this Agreement.

IX.      TERMINATION OF AGREEMENT

         This  Agreement  shall  terminate upon the occurrence of any one of the
         following:

         A.       The  Insured  shall be  discharged  from  employment  with the
                  Institution for cause.  The term "for cause" shall mean any of
                  the  following  that  result  in  an  adverse  effect  on  the
                  Institution:  (i) gross negligence or gross neglect;  (ii) the
                  commission of a felony or gross misdemeanor involving fraud or
                  dishonesty;  (iii) the willful  violation of any law, rule, or
                  regulation   (other  than  a  traffic   violation  or  similar
                  offense);  (iv)  an  intentional  failure  to  perform  stated
                  duties;  or (v) a breach of fiduciary duty involving  personal
                  profit; or

         B.       Surrender,  lapse,  or other  termination of the Policy by the
                  Institution.

         Upon such  termination,  the Insured (or assignee) shall have a fifteen
         (15) day option to receive from the Institution an absolute  assignment
         of the policy in  consideration  of a cash payment to the  Institution,
         whereupon this Agreement shall terminate. Such cash payment referred to
         hereinabove shall be the greater of:

                                       3
<PAGE>

     A.   The Institution's share of the cash value of the policy on the date of
          such assignment, as defined in this Agreement; or

     B.   The  amount of the  premiums  that  have been paid by the  Institution
          prior to the date of such assignment.

          If, within said fifteen (15) day period, the Insured fails to exercise
          said option,  fails to procure the entire aforestated cash payment, or
          dies,  then the option shall  terminate  and the Insured (or assignee)
          agrees that all of the  Insured's  rights,  interest and claims in the
          policy  shall  terminate  as of the  date of the  termination  of this
          Agreement.

          The Insured  expressly  agrees that this  Agreement  shall  constitute
          sufficient  written  notice to the Insured of the Insured's  option to
          receive an absolute assignment of the policy as set forth herein.

          Except  as  provided  above,   this  Agreement  shall  terminate  upon
          distribution  of  the  death  benefit   proceeds  in  accordance  with
          Paragraph VI above.

X.        INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

          The Insured may not,  without the written consent of the  Institution,
          assign to any  individual,  trust or other  organization,  any  right,
          title or  interest  in the  subject  policy nor any  rights,  options,
          privileges or duties created under this Agreement.

XI.       AGREEMENT BINDING UPON THE PARTIES

          This  Agreement  shall bind the  Insured  and the  Institution,  their
          heirs, successors, personal representatives and assigns.

XII.      ERISA PROVISIONS

          The following  provisions  are part of this Agreement and are intended
          to meet the  requirements of the Employee  Retirement  Income Security
          Act of 1974 ("ERISA"):

         A.       Named Fiduciary and Plan Administrator.
                  -------------------------------------

                  The  "Named   Fiduciary  and  Plan   Administrator"   of  this
                  Endorsement  Method  Split  Dollar  Agreement  shall  be Osage
                  Federal  Savings and Loan  Association  of Pawhuska  until its
                  resignation  or  removal by the Board of  Directors.  As Named
                  Fiduciary and Plan  Administrator,  the  Institution  shall be
                  responsible for the management, control, and administration of
                  this  Split  Dollar  Plan as  established  herein.  The  Named
                  Fiduciary  may  delegate  to  others  certain  aspects  of the
                  management  and  operation

                                       4
<PAGE>

               responsibilities  of  the  Plan,   including  the  employment  of
               advisors  and  the  delegation  of  any  ministerial   duties  to
               qualified individuals.

         B.    Funding Policy.
               --------------

               Subject  to the  Institution's  absolute  right to  surrender  or
               terminate the policy at any time and for any reason,  the funding
               policy  for this  Split  Dollar  Plan  shall be to  maintain  the
               subject  policy  in force  by  paying,  when  due,  all  premiums
               required.

         C.    Basis of Payment of Benefits.
               ----------------------------

               Direct payment by the Insurer is the basis of payment of benefits
               under this Agreement,  with those benefits in turn being based on
               the payment of premiums as provided in this Agreement.

         D.    Claim Procedures.
               ----------------

               Claim forms or claim  information as to the subject policy can be
               obtained by contacting  Benmark,  Inc.  (800-544-6079).  When the
               Named  Fiduciary  has a claim  which  may be  covered  under  the
               provisions described in the insurance policy, they should contact
               the office  named  above,  and they will either  complete a claim
               form  and  forward  it to an  authorized  representative  of  the
               Insurer or advise the named  Fiduciary what further  requirements
               are  necessary.  The Insurer will evaluate and make a decision as
               to  payment.  If the claim is  payable,  a benefit  check will be
               issued in accordance with the terms of this Agreement.

               In the event that a claim is not eligible  under the policy,  the
               Insurer will notify the Named Fiduciary of the denial pursuant to
               the  requirements  under  the terms of the  policy.  If the Named
               Fiduciary is dissatisfied with the denial of the claim and wishes
               to contest  such claim  denial,  they  should  contact the office
               named  above and they will  assist  in making an  inquiry  to the
               Insurer.  All  objections to the Insurer's  actions  should be in
               writing and  submitted to the office named above for  transmittal
               to the Insurer.

XIII.    GENDER

         Whenever in this  Agreement  words are used in the  masculine or neuter
         gender, they shall be read and construed as in the masculine,  feminine
         or neuter gender, whenever they should so apply.

                                       5
<PAGE>

XIV.     INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

         The  Insurer  shall not be deemed a party to this  Agreement,  but will
         respect the rights of the parties as herein developed upon receiving an
         executed  copy of this  Agreement.  Payment  or  other  performance  in
         accordance with the policy provisions shall fully discharge the Insurer
         from any and all liability.

XV.      CHANGE OF CONTROL

         Change of Control shall be deemed to be the cumulative transfer of more
         than ten percent (10%) of the voting stock of the Institution  from the
         date of this Agreement.  For the purposes of this Agreement,  transfers
         on account of death or gifts,  transfers  between  family  members,  or
         transfers to a qualified  retirement plan maintained by the Institution
         shall not be considered in determining  whether there has been a Change
         of Control.  Upon a Change of Control,  if the Insured's  employment is
         subsequently  terminated,  except for cause,  then the Insured shall be
         one hundred  percent  (100%)  vested in the  benefits  promised in this
         Agreement and, therefore,  upon the death of the Insured, the Insured's
         beneficiary(ies)  (designated  in accordance  with Paragraph III) shall
         receive the death  benefit  provided  herein as if the Insured had died
         while employed by the Institution (see Subparagraphs VI [A] & [B]).

XVI.     AMENDMENT OR REVOCATION

         Subject to the  Institution's  absolute right to surrender or terminate
         the policy at any time and for any reason,  it is agreed by and between
         the parties  hereto  that,  during the  lifetime of the  Insured,  this
         Agreement  may be amended or revoked at any time or times,  in whole or
         in  part,  by the  mutual  written  consent  of  the  Insured  and  the
         Institution.

XVII.    EFFECTIVE DATE

         The Effective Date of this Agreement shall be January 1, 2004.

XVIII.   SEVERABILITY AND INTERPRETATION

         If  a  provision   of  this   Agreement   is  held  to  be  invalid  or
         unenforceable,   the  remaining   provisions   shall   nonetheless   be
         enforceable  according to their terms.  Further,  in the event that any
         provision is held to be overbroad as written,  such provision  shall be
         deemed  amended to narrow its  application  to the extent  necessary to
         make  the  provision  enforceable  according  to law  and  enforced  as
         amended.

                                       6
<PAGE>

XIX.      APPLICABLE LAW

          The validity and interpretation of this Agreement shall be governed by
          the laws of the State of Oklahoma.

XX.       CONVERSIONS

          In the event the  Institution  undergoes a  conversion  from mutual to
          stock form, the provisions of this Agreement  shall remain binding and
          enforceable  upon both  parties.  The  parties may elect to amend this
          Agreement under the provision of  Subparagraph  XVI for the purpose of
          more  accurately   representing  the  intentions  of  the  parties  in
          terminology more applicable to the Institution's new form.


Executed at Pawhuska, Oklahoma this 16th day of April, 2004.


                             OSAGE FEDERAL SAVINGS AND LOAN
                             ASSOCIATION OF PAWHUSKA
                             Pawhuska, Oklahoma




/s/Frances Altaffer          By: /s/Mark S. White, President/CEO
--------------------             -----------------------------------------------
Witness                         (Institution Officer other than Insured)   Title




/s/Frances Altaffer          /s/Martha M. Hayes
-------------------          ---------------------------------------------------
Witness                      Martha M. Hayes


                                       7
<PAGE>

                          BENEFICIARY DESIGNATION FORM
                 FOR THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT
                              DOLLAR PLAN AGREEMENT

I. PRIMARY DESIGNATION
   -------------------
   (You  may  refer  to  the  beneficiary  designation  information  prior  to
   completion.)

A. PERSON(S) AS A PRIMARY DESIGNATION:
   ----------------------------------
   (Please indicate the percentage for each beneficiary.)

Name Beverly A. Moore                  Relationship  daughter   /  100%
     --------------------------------              -----------   --------

Address:   Rt  1, Box 885              Pawhuska       OK          74056
--------------------------------------------------------------------------------
              (Street)                  (City)      (State)       (Zip)


Name __________________________________________  Relationship__________/_______%

Address:________________________________________________________________________
           (Street)                      (City)      (State)        (Zip)

Name __________________________________________  Relationship__________/_______%

Address:________________________________________________________________________
           (Street)                      (City)      (State)        (Zip)


Name __________________________________________  Relationship__________/_______%

Address:________________________________________________________________________
           (Street)                      (City)      (State)        (Zip)

B. ESTATE AS A PRIMARY DESIGNATION:
   -------------------------------

My Primary Beneficiary is The Estate of ___________________ as set forth in the
last will and testament dated the ___ day of _________, ____
and any codicils thereto.

C. TRUST AS A PRIMARY DESIGNATION:
   ------------------------------

Name  of the  Trust:  __________________________________________________________

Execution  Date of the Trust:  _____ / _____ /  _________

Name of the  Trustee: __________________________________________________________

Beneficiary(ies)  of the Trust
(please indicate the percentage for each beneficiary):

________________________________________________________________________________

________________________________________________________________________________


Is this an Irrevocable Life Insurance Trust?  ________ Yes     ________ No
(If yes and this designation is for a Split Dollar  agreement,  an Assignment of
Rights form should be completed.)


                                       8
<PAGE>
II. SECONDARY (CONTINGENT) DESIGNATION
    ----------------------------------

    A.   PERSON(S) AS A SECONDARY (CONTINGENT) DESIGNATION:
         -------------------------------------------------
         (Please indicate the percentage for each beneficiary.)


    Name   Steven L. Moore              Relationship   grandson    /    50%
        -------------------------------             --------------  ---------

    Address: Rt 1, Box 885              Pawhuska       OK        74056
             -------------------------------------------------------------------
               (Street)                  (City)      (State)     (Zip)

    Name   Stephanie L. Moore           Relationship granddaughter /    50%
        -------------------------------             --------------  ---------

    Address: Rt 1, Box 885              Pawhuska       OK        74056
             -------------------------------------------------------------------
               (Street)                  (City)      (State)     (Zip)


    Name ______________________________________  Relationship__________/_______%

    Address:____________________________________________________________________
               (Street)                      (City)      (State)        (Zip)

    Name ______________________________________  Relationship__________/_______%

    Address:____________________________________________________________________
               (Street)                      (City)      (State)        (Zip)


B. ESTATE AS A SECONDARY (CONTINGENT) DESIGNATION:
   ----------------------------------------------

My Secondary  Beneficiary  is The Estate of  ___________________________  as set
forth in my last will and testament dated the _____ day of ____________, _______
and any codicils thereto.

C. TRUST AS A SECONDARY (CONTINGENT) DESIGNATION:
   ----------------------------------------------

Name of the Trust:  __________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee: _________________________________________________________

Beneficiary(ies) of the Trust
(please indicate the percentage for each beneficiary):

________________________________________________________________________________

________________________________________________________________________________


All sums payable under the Life Insurance  Endorsement  Method Split Dollar Plan
Agreement  by reason of my death shall be paid to the Primary  Beneficiary(ies),
if he or she survives me, and if no Primary  Beneficiary(ies)  shall survive me,
then  to  the  Secondary   (Contingent)   Beneficiary(ies).   This   beneficiary
designation is valid until the participant notifies the Institution in writing.

/s/Martha M. Hayes                                             4-16-04
-------------------------                                   -------------
  Martha M. Hayes                                               Date

                                       9