Exhibit 10.6

                   DIRECTOR SUPPLEMENTAL INCOME PLAN AGREEMENT


     THIS AGREEMENT,  made and entered into this 19th day of April, 2004, by and
between Osage Federal Savings and Loan  Association of Pawhuska,  an Institution
organized  and  existing  under  the  laws  of  the  United  States  of  America
(hereinafter  referred to as the  "Institution"),  and Harvey Payne, a member of
the  Board of  Directors  of the  Institution  (hereinafter  referred  to as the
"Director").

                              W I T N E S S E T H:

     WHEREAS,  it is  the  consensus  of the  Board  of  Directors  (hereinafter
referred to as the "Board") that the Director's  services to the  Institution in
the past  have been of  exceptional  merit and have  constituted  an  invaluable
contribution to the general welfare of the Institution and in bringing it to its
present status of operating efficiency, and its present position in its field of
activity;

     WHEREAS,  the  Director's  experience,  knowledge  of  the  affairs  of the
Institution,  reputation,  and  contacts in the  industry  are so valuable  that
assurance  of the  Director's  continued  services is  essential  for the future
growth and profits of the  Institution  and it is in the best  interests  of the
Institution  to arrange  terms of  continued  service for the  Director so as to
reasonably assure the Director's  remaining in the Institution's  service during
the Director's lifetime;

     WHEREAS,  it is the desire of the Institution that the Director's  services
be retained as herein provided;

     WHEREAS,  the  Director  is willing to  continue  to serve the  Institution
provided  the  Institution   agrees  to  pay  the  Director  or  the  Director's
beneficiary(ies),  certain  benefits in accordance with the terms and conditions
hereinafter set forth;

     ACCORDINGLY,  it is the desire of the Institution and the Director to enter
into this  Agreement  under  which the  Institution  will agree to make  certain
payments  to  the   Director   at  age   sixty-five   (65)  or  the   Director's
beneficiary(ies)  in  the  event  of  the  Director's  death  pursuant  to  this
Agreement;

     FURTHERMORE, it is the intent of the parties hereto that this Director Plan
be  considered  an  unfunded   arrangement   maintained   primarily  to  provide
supplemental  income  benefits  for  the  Director,   and  to  be  considered  a
non-qualified  benefit  plan for  purposes  of the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA"). The Director is fully advised of the
Institution's  financial status and has had substantial  input in the design and
operation of this benefit plan; and

<PAGE>

     NOW,  THEREFORE,  in consideration of services performed in the past and to
be  performed  in the future as well as of the  mutual  promises  and  covenants
herein contained it is agreed as follows:


I.   SERVICE

     The Director  will continue to serve the  Institution  in such capacity and
     with such duties and  responsibilities  as may be  assigned,  and with such
     compensation  as may be  determined  from  time  to time  by the  Board  of
     Directors of the Institution.

II.  FRINGE BENEFITS

     The Supplemental  Income benefits provided by this Agreement are granted by
     the Institution as a fringe benefit to the Director and are not part of any
     fee reduction plan or an  arrangement  deferring a bonus or a fee increase.
     The Director has no option to take any current  payment or bonus in lieu of
     the supplemental income benefits except as set forth hereinafter.

III. BENEFIT  DATE,   NORMAL   BENEFIT  AGE,  EARLY  BENEFIT  DATE  AND  PAYMENT
     ELIGIBILITY DATE

     A.   Benefit Date:
          ------------

          For  purposes of this plan,  if the Director  continuously  serves the
          Institution,  the  Director  shall  qualify  for  Supplemental  Income
          benefits  on the  December  31st  nearest the  Director's  sixty-fifth
          (65th)  birthday,  unless by action  of the  Board of  Directors  this
          period of active service shall be shortened or extended.

     B.   Normal Benefit Age:
          ------------------

          Normal  Benefit Age shall mean the date on which the Director  attains
          age sixty-five (65).

     C.   Early Benefit Date:
          ------------------

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

     D.   Payment Eligibility Date:
          ------------------------

          Upon mutual agreement by the Institution and the Director, the Payment
          Eligibility Date shall be the date the deferred payment of the benefit
          is

                                       2
<PAGE>

          payable.  Such date shall be selected  prior to the Early Benefit Date
          or the Normal Benefit Age and shall occur  subsequent to such. If such
          election  is not made in  accordance  with this  section,  the Payment
          Eligibility Date shall be the Normal Benefit Age.

IV.  NORMAL BENEFIT, EARLY BENEFIT AND DISABILITY BENEFIT

     A.   Normal Benefit:
          --------------

          Upon the  Payment  Eligibility  Date,  the  Institution  shall pay the
          Director an annual benefit equal to Six Thousand and 00/100th  Dollars
          ($6,000.00).  Said benefit shall be paid in equal monthly installments
          (1/12th of the annual benefit) until the death of the Director. In the
          event the  Director  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 Director 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  Director  shall be payable to the duly  qualified  executor or
          administrator  of the Director's  estate.  Said payments due hereunder
          shall begin the first day of the second month following the decease of
          the Director.

     B.   Early Benefit:
          -------------

          Should  the  Director  elect  Early  Benefit  subsequent  to the Early
          Benefit Date [Subparagraph III (C)], the Director shall be entitled to
          receive an annual benefit payment of Six Thousand and 00/100th Dollars
          ($6,000.00)   actuarially  reduced  based  on  the  liability  account
          balance.  Beginning with the Early Benefit Date and continuing through
          the first day of the month in which the Director's death occurs,  said
          benefit  shall be paid in equal monthly  installments  (each 1/12th of
          the annual  benefit) on the first day of each month beginning with the
          Early Benefit Date. In the event the Director  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 Director 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 Director  shall be payable to the duly qualified
          executor or administrator of the Director's estate.  Said payments due
          hereunder  shall begin the first day of the second month following the
          decease of the Director.

                                       3
<PAGE>

     C.   Disability Benefit:
          ------------------

          In the event the Director  becomes disabled prior to the Benefit Date,
          or prior to  termination  of  service  with the  Institution,  and the
          Director's service is subsequently  terminated due to such disability,
          the Director shall be one hundred percent (100%) vested in the accrued
          liability  account.  Within thirty (30) days of said termination,  the
          Director shall receive a lump sum  distribution  in the amount of said
          account as of the date of termination,  or equal monthly installments,
          (1/12th  of the annual  benefit)  for a period of one  hundred  twenty
          (120) months, at the discretion of the Institution.

          The Director  will be considered to be disabled if he/she is unable to
          attend  thirty  percent  (30%) of the Board of Director  meetings.  If
          there is a dispute  regarding  whether the Director 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.

V.   DEATH BENEFIT PRIOR TO AGE 65

     In the event the Director should die while actively serving the Institution
     at any time  after the date of this  Agreement  but  prior to the  Director
     attaining age sixty-five (65)  [Subparagraph III (A)] (or such later age as
     may be agreed upon), the Institution will pay the accrued  liability of the
     Director's account balance, in a lump sum or in equal monthly  installments
     (1/12 of the  annual  benefit)  for a period of one  hundred  twenty  (120)
     months,  at the  discretion  of the  Institution,  to  such  individual  or
     individuals  as the Director 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 Director
     shall be payable to the duly  qualified  executor or  administrator  of the
     Director's estate. Said payments due hereunder shall begin the first day of
     the second month following the decease of the Director.

VI.  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 account for the Director
     into which appropriate reserves shall be accrued.

VII. VESTING

     The  Director  shall be one  hundred  percent  (100%)  vested  in a reduced
     benefit upon  attaining age  sixty-two  (62) and become fully vested in the
     Six Thousand

                                       4
<PAGE>

     and 00/100th Dollars  ($6,000.00) annual  Supplemental  Income benefit upon
     attaining the age of sixty-five (65).

VIII. OTHER TERMINATION OF SERVICE

     A.   Subject to Subparagraph  VIII (i)  hereinbelow,  in the event that the
          service of the Director  shall  terminate  prior to the Early  Benefit
          Date,  by  the  Director's  voluntary  action,  or by  the  Director's
          discharge by the Institution  without cause, then this Agreement shall
          terminate upon the date of such termination of service.

                           (i) Discharge  for Cause:  In the event the  Director
                               shall be  discharged  for cause at any time,  all
                               benefits provided herein shall be forfeited.  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.  If a
                               dispute  arises as to discharge "for cause," such
                               dispute shall be resolved by  arbitration  as set
                               forth in this Director Plan.

     B.   Termination Before Normal Benefit Age After Merger,  Conversion,  or a
          ----------------------------------------------------------------------
          Change of Control  After  Conversion:  If the  Director 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
          Director is terminated  for any reason other than  discharge for cause
          or his base fee is reduced without his consent prior to Normal Benefit
          Age,  the Director  shall be entitled to complete  payment of benefits
          under the applicable provision below:

          (i)  if the  Director  has reached an age which would  permit an Early
               Benefit under  Subparagraph IV (B), the Director will receive the
               benefit  permitted  under the Agreement for his attained age with
               no other conditions being applicable;

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

                                       5
<PAGE>

          (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 Directors.

IX.  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 made 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 in control.  Upon
     a Change of Control, if the Director  subsequently suffers a Termination of
     Service  (voluntary or  involuntary),  except for cause,  then the Director
     shall  receive the benefits in Paragraph  IV herein upon  attaining  Normal
     Benefit Age or Early  Benefit Age  (Subparagraph  III [B] & [C]), as if the
     Director had been  continuously  serving the Institution until the Director
     attains age sixty-five (65).

X.   RESTRICTIONS ON FUNDING

     The Institution  shall have no obligation to set aside,  earmark or entrust
     any fund or money with  which to pay its  obligations  under this  Director
     Plan. The Directors,  their beneficiary(ies),  or any successor in interest
     shall be and remain  simply a general  creditor of the  Institution  in the
     same manner as any other  creditor  having a general  claim for matured and
     unpaid compensation.

     The Institution  reserves the absolute right,  at its sole  discretion,  to
     either fund the obligations  undertaken by this Director Plan or to refrain
     from  funding the same and to  determine  the extent,  nature and method of
     such funding.  Should the Institution  elect to fund this Director Plan, in
     whole or in part,  through the purchase of life  insurance,  mutual  funds,
     disability  policies or annuities,  the  Institution  reserves the absolute
     right,  in its sole  discretion,  to terminate such funding at any time, in
     whole or in part.  At no time shall any Director be deemed to have any lien
     or right,  title or interest in or to any specific  funding  investment  or
     assets of the Institution.

     If the  Institution  elects to invest in a life  insurance,  disability  or
     annuity  policy  upon the life of the  Director,  then the  Director  shall
     assist  the  Institution  by  freely  submitting  to a  physical  exam  and
     supplying such additional information necessary to obtain such insurance or
     annuities.

                                       6
<PAGE>

XI.  MISCELLANEOUS

     A.   Alienability and Assignment Prohibition:
          ---------------------------------------

          Neither the Director,  nor the Director's  surviving  spouse,  nor any
          other  beneficiary(ies)  under this Director Plan shall have any power
          or right  to  transfer,  assign,  anticipate,  hypothecate,  mortgage,
          commute,  modify or otherwise  encumber in advance any of the benefits
          payable hereunder nor shall any of said benefits be subject to seizure
          for  the  payment  of  any  debts,  judgments,   alimony  or  separate
          maintenance  owed by the Director or the Director's  beneficiary(ies),
          nor be  transferable  by operation of law in the event of  bankruptcy,
          insolvency or otherwise.  In the event the Director or any beneficiary
          attempts assignment, commutation,  hypothecation, transfer or disposal
          of  the  benefits  hereunder,  the  Institution's   liabilities  shall
          forthwith cease and terminate.

     B.   Binding Obligation of the Institution and any Successor in Interest:
          -------------------------------------------------------------------

          The  Institution  shall not merge or consolidate  into or with another
          Institution  or  sell  substantially  all of  its  assets  to  another
          Institution,  firm or person  until such  Institution,  firm or person
          expressly  agree,  in writing,  to assume and discharge the duties and
          obligations of the Institution under this Director Plan. This Director
          Plan shall be  binding  upon the  parties  hereto,  their  successors,
          beneficiaries, heirs and personal representatives.

     C.   Amendment or Revocation:
          -----------------------

          Subject to  Paragraph  XIII,  it is agreed by and  between the parties
          hereto that,  during the lifetime of the Director,  this Director Plan
          may be amended  or revoked at any time or times,  in whole or in part,
          by the mutual written consent of the Director and the Institution.

     D.   Gender:
          ------

          Whenever  in this  Director  Plan 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.

     E.   Effect on Other Institution Benefit Plans:
          -----------------------------------------

          Nothing  contained in this Director Plan shall affect the right of the
          Director  to  participate  in  or  be  covered  by  any  qualified  or
          non-qualified   pension,   profit-sharing,   group,   bonus  or  other
          supplemental  compensation or fringe benefit plan  constituting a part
          of the Institution's existing or future compensation structure.

                                       7
<PAGE>

     F.   Headings:
          --------

          Headings  and  subheadings  in this  Director  Plan are  inserted  for
          reference and convenience  only and shall not be deemed a part of this
          Director Plan.

     G.   Applicable Law:
          --------------

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

     H.   12 U.S.C.ss.1828(k) (Golden Parachute and Indemnification Payment):
          -----------------------------------------------------------------

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

     I.   Partial Invalidity:
          ------------------

          If any term,  provision,  covenant, or condition of this Director Plan
          is determined  by an arbitrator or a court,  as the case may be, to be
          invalid,  void, or unenforceable,  such determination shall not render
          any other term, provision,  covenant,  or condition invalid,  void, or
          unenforceable,  and the  Director  Plan shall remain in full force and
          effect notwithstanding such partial invalidity.

     J.   Continuation as Director:
          ------------------------

          Neither this  Agreement  nor the  payments of any  benefits  hereunder
          shall be  construed as giving to the Director any right to be retained
          as a member of the Board of Directors of the Institution.

XII. ERISA PROVISION

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

          The "Named  Fiduciary  and Plan  Administrator"  of this Director Plan
          shall be Osage Federal Savings and Loan  Association of Pawhuska until
          its  resignation or removal by the Board.  As Named Fiduciary and Plan
          Administrator,   the   Institution   shall  be  responsible   for  the
          management, control and administration of the Director Plan. The Named
          Fiduciary may delegate to others certain aspects of the management and
          operation   responsibilities   of  the  Director  Plan  including  the
          employment  of advisors and the  delegation of  ministerial  duties to
          qualified individuals.

                                       8
<PAGE>

     B.   Claims Procedure and Arbitration:
          --------------------------------

          In the event a dispute  arises over benefits  under this Director Plan
          and  benefits  are not  paid  to the  Director  (or to the  Director's
          beneficiary(ies)  in  the  case  of the  Director's  death)  and  such
          claimants  feel they are  entitled to receive  such  benefits,  then a
          written   claim  must  be  made  to  the  Named   Fiduciary  and  Plan
          Administrator  named  above  within  sixty  (60)  days  from  the date
          payments are refused. The Named Fiduciary and Plan Administrator shall
          review the  written  claim and if the claim is denied,  in whole or in
          part, it shall provide in writing within sixty (60) days of receipt of
          such claim its  specific  reasons for such  denial,  reference  to the
          provisions  of this  Director  Plan upon which the denial is based and
          any additional material or information necessary to perfect the claim.
          Such written notice shall further  indicate the additional steps to be
          taken by claimants if a further review of the claim denial is desired.
          A claim  shall  be  deemed  denied  if the  Named  Fiduciary  and Plan
          Administrator  fail to take any action within the aforesaid  sixty-day
          period.

          If  claimants  desire a second  review  they  shall  notify  the Named
          Fiduciary and Plan  Administrator in writing within sixty (60) days of
          the first claim denial. Claimants may review this Director Plan or any
          documents  relating thereto and submit any written issues and comments
          it may feel appropriate. In their sole discretion, the Named Fiduciary
          and Plan Administrator  shall then review the second claim and provide
          a written  decision  within  sixty (60) days of receipt of such claim.
          This  decision  shall  likewise  state the  specific  reasons  for the
          decision and shall  include  reference to specific  provisions  of the
          Plan Agreement upon which the decision is based.

          If  claimants  continue  to  dispute  the  benefit  denial  based upon
          completed  performance of this Director Plan or the meaning and effect
          of the terms and  conditions  thereof,  then  claimants may submit the
          dispute to an arbitrator for final  arbitration.  The arbitrator shall
          be selected by mutual  agreement of the Institution and the claimants.
          The  arbitrator  shall operate under any generally  recognized  set of
          arbitration rules. The parties hereto agree that they and their heirs,
          personal representatives, successors and assigns shall be bound by the
          decision of such arbitrator  with respect to any controversy  properly
          submitted to it for determination.

          Where  a  dispute  arises  as to the  Institution's  discharge  of the
          Director  "for  cause," such  dispute  shall  likewise be submitted to
          arbitration  as above  described  and the parties  hereto  agree to be
          bound by the decision thereunder.

                                       9
<PAGE>

XIII.TERMINATION OR  MODIFICATION  OF AGREEMENT BY REASON OF CHANGES IN THE LAW,
     RULES OR REGULATIONS

     The  Institution is entering into this  Agreement upon the assumption  that
     certain existing tax laws, rules and regulations will continue in effect in
     their current form. If any said  assumptions  should change and said change
     has a  detrimental  effect  on this  Director  Plan,  then the  Institution
     reserves the right to terminate or modify this Agreement accordingly.  Upon
     a Change of Control  (Paragraph  IX), this paragraph  shall become null and
     void effective immediately upon said Change of Control.

XIV. DEFERRAL BENEFITS

     A.   Deferral Election:
          -----------------

          Any  Director  wishing to defer any  portion or all of the  Director's
          fees may elect to do so for a maximum of five (5) years. At the end of
          the five-year period, the Board shall have the option of extending the
          deferral   period  for  any  amount  of  time  it  shall  deem  to  be
          appropriate.  The  Director  will make the election to defer by filing
          with the Institution a written  statement  setting forth the amount of
          the deferrals and the  Director's  election of payment as set forth in
          Subparagraph XIV (C)  hereinafter.  This statement must be filed prior
          to having earned the deferred income.

     B.   Deferred Compensation Account:
          -----------------------------

          The Institution shall establish a Deferred Compensation Account in the
          name of the Director and credit that account with the  deferrals.  The
          Institution  shall also credit  interest to the Deferred  Compensation
          Account  balance on  December  31st of each year.  The  interest  rate
          credited  shall be the average  prime lending rate as of December 31st
          as listed on the Federal Reserve Board website.

     C.   Benefit, Termination of Service or Death:
          ----------------------------------------

          Upon the Director  attaining age  sixty-five  (65) or  Termination  of
          Service from the Board  (Subparagraph III [A],  Paragraphs IV and VIII
          hereinabove),  the  balance of the  Director's  Deferred  Compensation
          Account shall be payable as elected by the Director one (1) year prior
          to  receiving  said benefit  payable to the Director  thirty (30) days
          following  said  event.  If the  Director  fails to make said  payment
          election,  then the  Director  shall be paid in ten (10) equal  annual
          installments as set forth herein.  Should the Director die while there
          is a balance in the Director's

                                       10
<PAGE>

          Deferred  Compensation Account, such balance shall be paid pursuant to
          Paragraph IV hereinabove.

XV.  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  XI (C) for  the  purpose  of  more  accurately
     representing  the intentions of the parties in terminology  more applicable
     to the Institution's new form.

XVI. EFFECTIVE DATE

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


     IN WITNESS WHEREOF,  the parties hereto acknowledge that each has carefully
read this Agreement and executed the original thereof on the first day set forth
hereinabove, and that, upon execution, each has received a conforming copy.

                            OSAGE FEDERAL SAVINGS AND LOAN
                            ASSOCIATION OF PAWHUSKA
                            Pawhuska, Oklahoma



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



/s/Denise Spicer            /s/Harvey Payne
----------------               -------------------------------------------------
Witness                                     Harvey Payne


                                       11
<PAGE>


                          BENEFICIARY DESIGNATION FORM
                 FOR THE DIRECTOR SUPPLEMENTAL INCOME AGREEMENT


                          BENEFICIARY DESIGNATION FORM
                 FOR THE DIRECTOR SUPPLEMENTAL INCOME 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___________________________________   Relationship________  / _______%

     Address:___________________________________________________________________
                    (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:  Harvey Payne Revocable Inter Vivos Trust dated the 31st
                         -------------------------------------------------------
                         day of August, 2001
                         -------------------

     Execution Date of the Trust: 8/31/2001
                                  ---------

     Name of the Trustee:  Harvey Payne
                           -----------------------------------------------------
     Beneficiary(ies)  of the Trust
     (please indicate the percentage for each beneficiary):

     ___________________________________________________________________________

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

                                       12
<PAGE>
II.  SECONDARY (CONTINGENT) DESIGNATION
     ----------------------------------

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


     Name___________________________________   Relationship________  / _______%

     Address:___________________________________________________________________
                    (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 Director Supplemental Income 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.



Harvey Payne                                               4-19-04
------------------------                                  ---------------
Harvey Payne                                                Date

                                       13
<PAGE>

                              DEFERRAL DECLARATION


I.   AUTHORIZATION AND AMOUNT OF DEFERRAL

     The  undersigned  Harvey  Payne,  a Director of the Board of Osage  Federal
     Savings  and  Loan   Association  of  Pawhuska,   hereby  elects  to  defer
     ___________ ($ or percent) of the Director's income for the year ______ and
     all  subsequent  years  thereafter  pursuant to the  Director  Supplemental
     Income Agreement dated ______ day of ___________, _____, unless modified by
     the   Director   accordingly.   The   undersigned   is  a   party   to  the
     above-referenced Agreement.

II.  DISTRIBUTION ELECTION

     Pursuant to the  Provisions of my Director  Supplemental  Income  Agreement
     with Osage Federal Savings and Loan Association of Pawhuska, I hereby elect
     to have any  distribution of the balance in my Deferral  Account paid to me
     in installments as designated below:

     _____          Lump sum.

     _____          Five  (5)  annual  installments  with  the  amount  of  each
                    installment  determined  as  of  each  installment  date  by
                    dividing  the  entire  amount in my  Benefit  Account by the
                    number of  installments  then remaining to be paid, with the
                    final  installment to be the entire remaining balance in the
                    Benefit Account.

     _____          Ten  (10)  annual  installments  with  the  amount  of  each
                    installment  determined  as  of  each  installment  date  by
                    dividing  the  entire  amount in my  Benefit  Account by the
                    number of  installments  then remaining to be paid, with the
                    final  installment to be the entire remaining balance in the
                    Benefit Account.

     _____          Fifteen  (15)  annual  installments  with the amount of each
                    installment  determined  as  of  each  installment  date  by
                    dividing  the  entire  amount in my  Benefit  Account by the
                    number of  installments  then remaining to be paid, with the
                    final  installment to be the entire remaining balance in the
                    Benefit Account.

     _____          The  aforestated  length  of time for  payments  in  monthly
                    installments.



Date:______________________                 Harvey Payne:_______________________


                                       14
<PAGE>
                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT


Insurer:                                    Northwestern Mutual Life Insurance

Policy Number:                              16688033

Institution:                                Osage Federal Savings and Loan
                                            Association of Pawhuska

Insured:                                    Harvey Payne

Relationship of Insured to Institution:     Director


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

         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 serving on the Board of 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 eighty  percent  (80%)
                  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  serving  on  the  Board  of 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 age of the Insured.

                  Age upon Termination
              of Service with the Institution      Vested (to a maximum of 100%)
              -----------------------------------  -----------------------------
                      prior to age 62                       $20,000
                           62                                    25%
                           63                                    50%
                           64                                    75%
                           65                                   100%

                                       2
<PAGE>

         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:

         A.       The  Insured  shall  be  discharged   from  service  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

                                       3
<PAGE>

          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  which  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

                                       4
<PAGE>

          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.
          --------------

          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 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 service 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

     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 over
     broad 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 19th day of April, 2004.


                           OSAGE FEDERAL SAVINGS AND
                           LOAN ASSOCIATION OF PAWHUSKA
                           Pawhuska, Oklahoma



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



/s/Denise Spicer           /s/Harvey Payne
-----------------              -------------------------------------------------
Witness                                     Harvey Payne

                                       7
<PAGE>



                          BENEFICIARY DESIGNATION FORM
                      FOR 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 _____________________________________  Relationship__________/_______%

     Address:___________________________________________________________________
                (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:  Harvey Payne Revocable Inter Vivos Trust dated the 31st
                         -------------------------------------------------------
                         day of August, 2001
                         -------------------

     Execution Date of the Trust: 8/31/2001
                                  ---------

     Name of the Trustee:  Harvey Payne
                           -----------------------------------------------------
     Beneficiary(ies)  of the Trust
     (please indicate the percentage for each beneficiary):

     ___________________________________________________________________________

Is this an Irrevocable Life Insurance Trust?  ________ Yes     __X__ 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 _____________________________________  Relationship__________/_______%

     Address:___________________________________________________________________
                (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.


Harvey Payne                                          4-19-04
-------------------------                          --------------
Harvey Payne                                           Date

                                       9