Exhibit 10.4

                                    EXECUTIVE
                            SALARY CONTINUATION PLAN
                                    AGREEMENT




                                     BETWEEN


             OSAGE FEDERAL SAVINGS AND LOAN ASSOCIATION OF PAWHUSKA

                                       AND

                                 SUE ALLEN SMITH





<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 Sue Allen Smith,  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 sixty-five (65) 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.

Early Retirement Date
---------------------

     Early  Retirement  Date  shall  mean a  retirement  from  service  which is
effective  prior to the  Normal  Retirement  Age  stated  herein,  provided  the
Employee has attained age sixty-two (62).

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

                                       3
<PAGE>

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.

     (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),  he shall receive  compensation at the
annualized rate of Nineteen Thousand and 00/100th Dollars ($19,000.00) per year.
This  compensation  to be paid on a monthly basis as set forth above,  until the
death of the Executive.

     (b)  Retirement  Prior to Age 65. The  Employee may retire after the age of
          ---------------------------
sixty-two  (62) and receive an early  retirement  benefit based upon the accrued
liability balance at date of early retirement.

     Should the Employee elect Early  Retirement or be discharged  without cause
by the  Institution  subsequent  to the Early  Retirement  Date [Section 1], the
Employee  shall be  entitled  to receive an annual  benefit  payment of Nineteen
Thousand and 00/100th  Dollars  ($19,000.00)  actuarially  reduced  based on the
liability  account  balance.  Said  benefit  shall  be  paid  in  equal  monthly
installments  (each 1/12th of the annual benefit) on the first day of the second
month following the Early  Retirement Date. In the event the Employee should die
and there is a balance in the accrued liability  account,  the Institution shall
pay such balance, in a lump sum or in equal monthly  installments (1/12th of the
annual  benefit),  at the discretion of the  Institution,  to such individual or
individuals  the  Employee  may have  designated  in writing  and filed with the
Institution.  In the absence of any effective beneficiary designation,  any such
amounts becoming due and payable upon the death of the Employee shall be payable
to the duly qualified executor or administrator of the Employee's  estate.  Said
payments due hereunder  shall begin the first day of the second month  following
the decease of the Employee.

     (c) 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

                                       4
<PAGE>

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 complete  payment of benefits under the applicable
provision below:

     (i) if the  Employee  has  reached  an age  which  would  permit  an  early
retirement  benefit under  Subsection  (b) above,  the Employee will receive the
benefit  permitted  under  the  Agreement  for his  attained  age  with no other
conditions being applicable;

     (ii) if the Employee has reached an age which would not yet permit an early
retirement  benefit  under the terms above,  the Employee will receive a benefit
equal to the minimum early retirement  benefit with no other  requirements being
applicable.  Payments  to be  made  as if the  Employee  had  attained  earliest
permitted retirement age.

     (iii) For the purposes of this subsection, Change of Control shall mean any
time ten percent (10%) or more of the voting stock of the  Institution  shall be
transferred  by any means other than by will or  intestate  and  acquired by one
party or parties  acting in  concert.  This shall not apply to any  transfer  of
stock to a trust for the benefit of the Institution's employees.

     (d)  Termination  Before Age 62. If the Employee is terminated by action of
          --------------------------
the Institution  before age sixty-two (62) for any reason other than a discharge
for cause,  the Employee  shall be entitled to a lump sum payment of the accrued
liability balance at said termination

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

     (f)  Termination of Service.  Subject to  Subparagraph  3 (e)  hereinabove,
          ----------------------
should the  Employee  suffer a  termination  of  service,  he shall be vested in
accordance with the following vesting schedule:


         Total Years of Employment
         with the Institution since the
         Effective Date of this Agreement          Vested (to a maximum of 100%)
         --------------------------------          -----------------------------
             less than 6 full years                              0%
                  6                                             10%
                  7                                             20%
                  8                                             30%
                  9                                             40%
                  10                                            50%
                  11                                            60%
                  12                                            70%
                  13                                            80%
                  14                                            90%
                  15                                            100%

                                       5
<PAGE>

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 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 he 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


                                       6
<PAGE>

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.

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


                                       7
<PAGE>

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.

     (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,

                                       8
<PAGE>

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.

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

                                       9
<PAGE>

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.

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/Sue Allen Smith
                                             -----------------------------------
                                             Sue Allen Smith




                                             Osage Federal Savings and Loan
                                              Association of Pawhuska

                                             By:   /s/Mark S. White
                                                   -----------------------------
                                             Title:  President/CEO
                                                   -----------------------------

                                       10
<PAGE>

               BENEFICIARY DESIGNATION FORM FOR THE NON-QUALIFIED
                                 RETIREMENT PLAN
                                     BETWEEN
             OSAGE FEDERAL SAVINGS AND LOAN ASSOCIATION OF PAWHUSKA
                                       AND
                                 SUE ALLEN SMITH

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    Corbin Leigh Smith              Relationship  daughter       /  100%
     ---------------------------------              ----------------  --------

Address:  1305 Hillsdale                Bartlesville        OK         74006
        ------------------------------------------------------------------------
             (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.)

                                       11
<PAGE>
II.  SECONDARY (CONTINGENT) DESIGNATION
     ----------------------------------

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


Name  Walter B. Smith III                Relationship   spouse       /  100%
    -----------------------------------              ---------------  --------

Address:  4913 S. 72nd E. Avenue #C       Tulsa         OK           74145
        ------------------------------------------------------------------------
               (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 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/Sue Allen Smith                                              4/16/04
----------------------------                                  ------------
Sue Allen Smith                                                   Date


<PAGE>


                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT


Insurer:                                    New York Life Insurance Company
                                            Northwestern Mutual Life Insurance

Policy Number:                              56607397
                                            16688054

Institution:                                Osage Federal Savings and Loan
                                            Association of Pawhuska

Insured:                                    Sue Allen Smith

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  twenty-five   percent  (25%)  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 his or her  death,  the  Insured's  beneficiary(ies),
                  designated in accordance with Paragraph III, shall be entitled
                  to the  percentage  as set forth  hereinbelow  of the proceeds
                  described in Subparagraph VI (A) above that corresponds to the
                  number of full  years the  Insured  has been  employed  by the
                  Institution since the Effective Date of this Agreement.

                                       2
<PAGE>

         Total Years of Employment
         with the Institution since the
         Effective Date of this Agreement        Vested (to a maximum of 100%)
         --------------------------------        -----------------------------
             less than 6 full years                           $20,000
                  6                                                10%
                  7                                                20%
                  8                                                30%
                  9                                                40%
                  10                                               50%
                  11                                               60%
                  12                                               70%
                  13                                               80%
                  14                                               90%
                  15                                              100%

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

         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:

                                       3
<PAGE>

          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:

          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.

                                       4
<PAGE>
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   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

                                       5
<PAGE>

                  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.

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

                                       6
<PAGE>

          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.

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/Sue Allen Smith
--------------------        ----------------------------------------------------
Witness                     Sue Allen Smith


                                       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   Corbin Leigh Smith           Relationship     Daughter    /   100%
    -------------------------------             ----------------  --------------
Address: 1305 Hillsdale              Bartellesville       OK         74006
         -----------------------------------------------------------------------
             (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   James R. Allen           Relationship  Brother     / 100%
         ---------------------------             -------------  -------

     Address:  P.O. Box 1269            Pawkuska       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 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/Sue Allen Smith                                         4/16/04
--------------------------                             ------------------
Sue Allen Smith                                             Date

                                       9