exv10w17



 






EXHIBIT 10.17




AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

OF ANCHORBANK, FSB




PURPOSE




     This AnchorBank, fsb (“Bank”) Supplemental Executive Retirement Plan (“Plan”) was initially
adopted effective November 23, 1993, amended as of January 1, 1994 and amended and restated as of
November 21, 2002. The purpose of the Plan is to provide those officers of the Bank or
its holding company, Anchor BanCorp Wisconsin Inc., who are listed in Appendix A attached hereto
with supplemental retirement benefits that will assist them in maintaining an accustomed standard
of living.



     Accordingly, the Bank hereby adopts the Plan pursuant to the terms and provisions set forth
below:



ARTICLE I

DEFINITIONS




     For purposes hereof, unless otherwise clearly apparent from the context, the following
phrases and terms shall have the indicated meanings:




	1.1	 	“Accrued Benefit” shall mean a Participant’s Target Benefit, multiplied by a factor, no
greater than one, the numerator of which is his or her Years of Service and the denominator
of which is fifteen (15).
	 
	1.2	 	“Actuarial Equivalent” shall mean an amount or a series of payments that, at a given point
in time, is determined to have the same or equivalent value, at that point in time, as another
given amount or another given series of payments, taking into consideration the time value
of money, mortality and such other actuarial factors as may be appropriate (such
determination to be made, to the extent applicable, on the basis of the same actuarial
assumptions as are employed for the Basic Plan).
	 
	1.3	 	“Bank” shall mean AnchorBank, fsb, a federally-chartered savings bank.
	 
	1.4	 	“Basic Plan” shall mean the AnchorBank, fsb Retirement Plan, as now or hereafter
amended, including any similar successor plan or plans.
	 
	1.5	 	“Board” shall mean the Board of Directors of the Bank.
	 
	1.6	 	“Cause” is defined in Section 10.4 of this Plan.
	 
	1.7	 	“Change of Control” is defined in Section 10.1 of this Plan.
	 
	1.8	 	“Committee” shall mean the administrative committee appointed to manage and administer
this Plan is accordance with the provisions of Article XIII of this Plan.
	 
	1.9	 	“Company” shall mean Anchor Bancorp Wisconsin Inc.





 









 






	1.10	 	“Considered Compensation” shall mean the total of all payments made to a Participant on
account of employment with the Company or the Bank for services rendered, including any
amounts of salary or bonus that the Participant may from time to time elect to defer under
the Basic Plan or under any cafeteria plan (within the meaning of Section 125 of the
Internal Revenue Code of 1986, as amended) or any nonqualified deferred compensation plan from
time to time maintained by the Company or the Bank, but excluding:






	 	(a)	 	payments arising from any stock bonus, stock option, stock appreciation right
or restricted stock plan;
	 
	 	(b)	 	payments from any qualified or nonqualified employee benefit plan of the
Company or the Bank; and
	 
	 	(c)	 	cost of living differentials and automobile allowances.






	 	 	Considered Compensation in a particular period shall include salary and bonus payments
actually received in that period, as well as any amounts of salary that would have been
received in that period had payment not been deferred through participation in the Basic
Plan or in a cafeteria plan or nonqualified deferred compensation plan of the Company or the
Bank.






	1.11	 	“Disability” shall mean a condition which qualifies for receipt of disability income
payments under the Disability Plan.
	 
	1.12	 	“Disability Offset Amount” shall mean the sum of the following:






	 	(a)	 	the annual amount of any disability income payments received by a Participant
or his or her family members under the Social Security Act; and
	 
	 	(b)	 	the annual amount of disability income payments received by the Participant
under the Disability Plan.






	1.13	 	“Disability Plan” shall mean the long-term disability plan of the Bank, if any, as now or
hereafter amended, including any similar successor plan or plans.
	 
	1.14	 	“Early Retirement Date” shall mean the date that a Participant attains the age of 55.
	 
	1.15	 	“Final Average Earnings” shall mean the average of the highest annual Considered
Compensation received by a Participant during any three of the current and preceding ten
calendar years. At any point in time, Final Average Earnings shall be computed to the date
of determination by taking into account actual Considered Compensation during the current
calendar year (with annualization) and the ten preceding calendar years.
	 
	1.16	 	“Normal Retirement Date” shall mean the first day of the month following the month in
which a Participant attains age 62.





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	1.17	 	“Participant” shall mean an executive of the Company or the Bank designated by the
Board and approved by the Committee who is listed in Appendix A attached hereto.
	 
	1.18	 	“Plan” shall mean this Supplemental Executive Retirement Plan of AnchorBank, fsb.
	 
	1.19	 	“Target Benefit” shall mean an amount equal to 60% of a Participant’s Final Average Earnings.
	 
	1.20	 	“Trust” shall mean the Amended and Restated Deferred Compensation Trust Agreement among the Company, the Bank and the Trustee.
	 
	1.21	 	“Trustee” shall mean Houghton, Taplick & Co., a certified public accounting firm headquartered in Madison, Wisconsin.
	 
	1.22	 	“Vested Amount” shall, at any point in time, mean the following:






	 	(a)	 	if a Participant has not attained age 62, the Vested Amount will be a fraction,
not greater than one, derived by dividing (i) the Participant’s Years of Participation, by
(ii) the total potential Years of Participation the Participant can accrue if he or she
remains a Participant in the Plan until he or she attains age 62.
	 
	 	(b)	 	if the Participant has attained age 62, the Vested Amount will be 100%.






	1.23	 	“Year of Participation” shall mean, except as provided in Section 4.3, each whole calendar
year of employment with the Company and/or the Bank during which an employee is a
Participant in this Plan. Fractional credit shall be granted for each additional whole month
of such employment during which an employee is a Participant in this Plan.
	 
	1.24	 	“Year of Service” shall mean each whole calendar year of employment with the Company
and/or the Bank, including (a) periods of employment (and periods of deemed service
during which a Participant was receiving payments under a disability income plan
sponsored by the Company or the Bank) prior to the effective date of this Plan, and (b) to
the extent provided in Section 4.3, periods of deemed service after the effective date of
this Plan during which a Participant receives payments under the Disability Plan. Fractional
credit shall be granted for each additional whole month of such employment (and deemed
employment).





ARTICLE II

PARTICIPATION





	2.1	 	Participation. Upon nomination by the Board and approval by the Committee, an
executive of the Company or the Bank shall become a Participant effective as of the date
specified in the nomination document.





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ARTICLE III

RETIREMENT





	3.1	 	Normal Retirement Benefit. Upon retirement from the Company and the Bank at or after
his or her Normal Retirement Date, a Participant shall be entitled to receive an annual
retirement benefit equal to his or her Accrued Benefit as of the date of retirement.
	 
	3.2	 	Early Retirement Benefit. A Participant who retires prior to his or her Early Retirement
Date shall not be entitled to any benefit under this Plan. A Participant who, with the
consent of the Committee, retires after that date but prior to his or her Normal Retirement
Date shall, subject to Section 3.4, be entitled to receive an annual retirement benefit
equal to the Vested Amount of his or her Accrued Benefit as of the date of retirement, reduced by a
factor of one quarter of one percent (.25%) for each full month by which the date of
retirement precedes the Participant’s Normal Retirement Date. Except as otherwise
expressly provided in this Plan, a Participant who, without the consent of the Committee,
retires or voluntarily terminates employment after his or her Early Retirement Date but
prior to his or her Normal Retirement Date shall not be entitled to any benefit under this Plan.
	 
	3.3	 	Form and Time of Retirement Payments. For an unmarried Participant, the normal form of
benefit will be a single life annuity in an annual amount equal to the annual retirement
benefit determined pursuant to Section 3.1 or 3.2 above. For a married Participant, the
normal form of benefit will be a joint and survivor annuity that is the Actuarial Equivalent
of the single life annuity that the Participant would have received had he or she been
unmarried. Notwithstanding the foregoing, an early or normal retirement benefit may be
payable to an unmarried Participant or a married Participant, as such Participant shall
elect, upon written request to the Committee, in the form of either (1) a ten (10) or fifteen
(15) year annuity or (2) a lump sum distribution, which payment (the annuity or lump
sum distribution) shall be the Actuarial Equivalent of the single life annuity or joint and
survivor annuity that the Participant would have otherwise received pursuant to the
provisions of this Section 3.3. Annuity payments to be made over time shall be made in
equal monthly installments commencing effective as of the first month following
retirement. Annuity payments shall not be adjusted on account of a Participant’s deferral of
retirement past his or her Normal Retirement Date, except to the extent such adjustment
results from changes in a Participant’s Final Average Earnings. The Bank may withhold
from any payment any income tax or other amounts as required by law.
	 
	3.4	 	Early Retirement for the Convenience of the Company or the Bank. In the event that a
Participant, at the written request of the Company or the Bank, retires after his or her Early
Retirement Date but prior to his or her Normal Retirement Date, the Committee, in its sole
and absolute discretion, may elect to treat the Vested Amount of the Participant’s Accrued
Benefit as 100%.





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ARTICLE IV

DISABILITY





	4.1	 	Disability Benefit. If a Participant surfers a Disability after his or her Early Retirement
Date but prior to his or her Normal Retirement Date for which he or she receives disability
income payments under the Disability Plan, the Participant shall be entitled to receive an
annual disability benefit under this Plan equal to 60% of the Participant’s Final Average
Earnings, as of the date of onset of the Disability, reduced by the Disability Offset
Amount.
	 
	4.2	 	Form and Duration of Disability Payments. The annual disability benefit under Section
4.1 shall be payable in equal monthly installments commencing with the month in which
payments commence under the Disability Plan and continuing until the earliest of the
following dates:






	 	(a)	 	the date the Participant returns to active employment with the Company, the Bank
or another employer;
	 
	 	(b)	 	the date that disability income payments cease under the Disability Plan; or
	 
	 	(c)	 	the Participant’s Normal Retirement Date or date of death.






	4.3	 	Benefits on Cessation of Disability Payments. After a Participant’s disability benefits cease
pursuant to Section 4.2, the Participant shall be entitled to benefits under this Plan
determined as follows:






	 	(a)	 	If the Participant’s disability benefits cease because the Participant returns to active
employment with the Company or the Bank, or if they cease pursuant to Section
4.2(b) and the Participant returns to active employment with the Company or the
Bank within six (6) months following such cessation, then (i) the Participant shall
be credited with Years of Service and Years of Participation for the period during
which disability benefits were provided under this Plan; and (ii) the Participant shall
thereafter be entitled to receive such benefits, if any, as are available under the other
provisions of this Plan.
	 
	 	(b)	 	If the Participant’s disability benefits cease because the Participant returns to active
employment with another employer, or if they cease pursuant to Section 4.2(b) and
the Participant does not return to active employment with the Company or the Bank
within six (6) months following such cessation, then (i) the Participant shall, for
purposes of this Plan, be considered to have terminated employment as of the date
of onset of his or her Disability and shall be credited with no further Years of
Service or Years of Participation after that date; and (ii) the Participant shall
thereafter be entitled to receive such benefits, if any, as are available under the other
provisions of this Plan.
	 
	 	(c)	 	If the Participant’s disability benefits cease because the Participant reaches his or
her Normal Retirement Date or dies, then (i) the Participant shall be credited with
Years of Service and Years of Participation for the period during which disability





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	 	 	 	benefits were provided under this Plan; and (ii) the Participant shall be
entitled to receive the benefit specified in Section 3.1 as if he or she had
retired on that date, or the Participant’s spouse shall be entitled to receive any
death benefit specified in Section 5.1, as the case may be. Such benefit shall be
computed as of the Participant’s Normal Retirement Date or date of death, as the
case may be, based on the Participant’s Final Average Earnings as of the date of
onset of the Participant’s Disability, without reduction for disability benefits
paid under this Plan. Such benefit shall be paid at the time and in the annuity
form specified in Section 3.3 or Section 5.1, as the case may be, except that, in
the case of payments pursuant to Section 3.3, if any Disability Offset Amounts
continue to be paid following the Participant’s Normal Retirement Date, the annuity
payments shall be offset by such amounts so long as they continue to be paid.






	4.4	 	Disability after Normal Retirement Date. If a Participant suffers a Disability after his or her
Normal Retirement Date but prior to actual retirement, the Participant shall be deemed to
have retired as of the date of onset of the Disability and shall thereafter be entitled to receive
the benefit specified in Section 3.1. Such benefit shall be computed as of the Participant’s
deemed date of retirement and shall be paid at the time and in the annuity form specified in
Section 3.3, except that if any Disability Offset Amounts are paid following the
Participant’s deemed retirement, the annuity payments shall be offset by such amounts so
long as they continue to be paid.
	 
	4.5	 	Disability Prior to Early Retirement Date. A Participant who suffers a Disability prior to
his or her Early Retirement Date shall not be entitled to receive any disability benefit under
this Plan.





ARTICLE V

DEATH BENEFIT





	5.1	 	Death after Early Retirement Date. If a Participant dies after his or her Early
Retirement Date but before receiving any benefits under Article III of this Plan, then, if the
Participant has a surviving spouse to whom the Participant was married for at least twelve
(12) months prior to the Participant’s death, such spouse shall be entitled to receive an
annual benefit, payable in equal monthly installments for the remainder of his or her life,
equal to 66 2/3% of the annual retirement benefit that the Participant would have been
entitled to receive under Article III if the Participant had retired immediately prior to his
or her death and such benefit had been paid pursuant to Section 3.3 in the form of a 66 2/3%
joint and survivor annuity (with such benefit to be computed by treating the Vested Amount of
the Participant’s Accrued Benefit as 100%). If a Participant dies after his or her Early
Retirement Date but before receiving any benefits under Article III of this Plan, then, if the
Participant does not have a surviving spouse to whom the Participant was married for at least
twelve (12) months prior to the Participant’s death, the beneficiary or beneficiaries
designated in writing by the Participant (or the Participant’s estate if the Participant fails
to so designate a beneficiary or beneficiaries) shall be entitled to receive the Actuarial
Equivalent of the Accrued Benefit accrued by the Bank as of the date of the Participant’s
death.





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	5.2	 	Death before Early Retirement Date. If a Participant dies prior to
his or her Early Retirement Date, no benefit shall be paid to the surviving spouse of the
Participant under this Plan.





ARTICLE VI

TERMINATION OF EMPLOYMENT





	6.1	 	Termination Prior to Early Retirement Date. If a Participant’s employment with the
Company or the Bank is terminated voluntarily or involuntarily prior to the Participant’s
Early Retirement Date, then, except as expressly provided in Section 10.2 below, the
Participant shall not be entitled to receive any benefits under this Plan.
	 
	6.2	 	Termination without Cause after Early Retirement Date. If, following his or her Early
Retirement Date, the Company or the Bank terminates a Participant’s employment without
Cause, the Participant shall be entitled to receive (a) the benefits specified in Section 3.1, if
such termination occurs on or after the Participant’s Normal Retirement Date; or (b) the
benefits specified in Section 3.2, if such termination occurs prior to the Participant’s
Normal Retirement Date.
	 
	63	 	Termination with Cause after Early Retirement Date. If, following his or her Early
Retirement Date, the Company or the Bank terminates a Participant’s employment with Cause,
then, except as expressly provided in Section 10.2 below, the Participant shall not
thereafter be entitled to any benefits under this Plan.
	 
	 	 	For purposes of this Section 6.3, no act, or failure to act, on the part of the Participant
shall constitute “Cause” if done, or omitted to be done, by the Participant in good faith
and in the reasonable belief that the act or omission was in the best interests of the
Company or the Bank. A Participant shall not be deemed to have been terminated for “Cause”
unless and until the Participant receives a copy of a resolution duly adopted by the
affirmative vote of not less than three-fourths (3/4) of the entire membership of the Board
of Directors of the Company or the Bank, as applicable, called and held for that purpose
(after reasonable notice to the Participant and an opportunity for the Participant,
together with his or her counsel, to be heard before such Board of Directors), finding that
in the good faith opinion of such Board of Directors, the Participant was guilty of conduct
which constitutes “Cause” and specifying the particulars thereof.





ARTICLE VII

LIABILITY TO PARTICIPANTS





	7.1	 	General Assets. Amounts payable to a Participant shall be paid exclusively from the
general assets of the Bank.
	 
	7.2	 	Bank’s Liability. The Bank’s liability for the payment of benefits shall be defined only by
this Plan.





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	7.3	 	Limitation of Obligation. Except as expressly provided for in this Plan,
the Bank shall have no obligation under this Plan to a Participant or his or her spouse, if any.
	 
	7.4	 	Participant Cooperation. A Participant must at all times cooperate with the Bank and the
Committee and furnish all information requested by the Bank or the Committee in order to
facilitate the determination of benefits or the administration of this Plan. Such cooperation
shall include, without limitation, taking a physical or mental examination if so requested by
the Bank or the Committee. If a Participant fails promptly to cooperate or furnish requested
information, the Committee, in its sole and absolute discretion, may withhold benefits from
the Participant.
	 
	7.5	 	Unsecured General Creditor. A Participant and his or her spouse or beneficiary or
beneficiaries, if any, shall not have, by reason of this Plan, any legal or equitable rights,
claims or interests in any property or assets of the Bank nor shall they be beneficiaries of, or
have any legal or equitable rights, claims or interest in, the life insurance policies or
annuities or the proceeds therefrom owned, or which may be acquired, by the Bank. Any
and all of the Bank’s assets shall be, and remain, the general, unpledged unrestricted assets
of the Bank. The Bank’s obligations under this Plan shall be merely those of an unfunded
and unsecured promise of the Bank to pay money in the future.





ARTICLE VIII

NO GUARANTEE OF EMPLOYMENT





	8.1	 	No Guarantee of Employment. Nothing in this Plan shall alter in any manner the
Bank’s or the Company’s employment relationship with a Participant.





ARTICLE IX

PLAN AMENDMENT AND TERMINATION





	9.1	 	Amendment. The Bank may amend this Plan at any time so long as the rights required to be
preserved on termination under Section 9.2 are not reduced. No amendment of this Plan or
waiver of any of the specific provisions of this Plan shall be valid unless made pursuant to a
duly executed written document.
	 
	9.2	 	Termination. Subject to Article X, the Bank may terminate this Plan at any time, for any
reason, as follows:






	 	(a)	 	Termination shall be by notice to the Committee, which shall notify
Participants of the termination. The effective date of the termination shall not be earlier than the
first day of the month in which notice is given.
	 
	 	(b)	 	After the effective date of termination, no further executives shall be
selected for participation and no further benefits shall accrue for existing Participants.
	 
	 	(c)	 	In the event of termination, the retirement benefits of each existing
Participant shall be paid at the time and in the amount and form specified under the terms of this Plan
as in effect before termination, except that the Participants’ respective Accrued





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	 	 	 	Benefits and Vested Amounts shall be based on their Final Average Earnings,
Years of Service and Years of Participation as of the effective date of termination
of this Plan. Notwithstanding the foregoing, the Bank shall be entitled to provide
retirement benefits in any alternative form that is the Actuarial Equivalent of the
form in which the retirement benefits were payable under the terms of this Plan in
effect before termination.
	 
	 	(d)	 	Unless otherwise expressly provided at the time of termination of this Plan,
no Participant shall be entitled to any benefit under this Plan on account of any
Disability that commences following the effective date of termination of this Plan.





ARTICLE X

CHANGE OF CONTROL





	10.1	 	Change of Control. For purposes of this Plan, the term “Change of Control” shall
mean a change in control of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934 (the “Exchange Act”) or any successor thereto, provided that, without limiting the
foregoing, a change in control also shall mean the occurrence of any of the following events:






	 	(a)	 	any “person” (as defined in Section 3(a)(9) of the Exchange Act) or “group” of
persons (as provided under Rule 13d-3 under the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 or otherwise under the Exchange
Act), directly or indirectly (including as provided in Rule 13d-3(d)(l) under the
Exchange Act), of capital stock of the Company the holders of which are entitled
to vote for the election of directors (“voting stock”) representing that percentage
of the Company’s then outstanding voting stock (giving effect to the deemed
ownership of securities by such person or group, as provided in Rule 13d-3(d)(l)
the Exchange Act, but not giving effect to any such deemed ownership of
securities by another person or group) equal to or greater than twenty-five percent
(25%) of all such voting stock;
	 
	 	(b)	 	during any period of twenty four consecutive months, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(including for this purpose any new director whose election or nomination for
election by the Company’s shareholders was approved by a vote of at least a
majority of the directors then still in office who were directors at the beginning of
such period) cease for any reason to constitute at least a majority of the Board of
Directors of the Company (excluding any seat on such Board of Directors that is
vacant or otherwise unoccupied); and
	 
	 	(c)	 	there shall be consummated any consolidation, merger, stock for stock exchange
or similar transaction (collectively, “Merger Transactions”) involving securities of
the Company in which holders of voting stock of the Company immediately prior
to such consummation own, as a group, immediately after such consummation,
voting stock of the Company (or, if the Company does not survive the Merger





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	 	 	 	Transaction, voting securities of the corporation surviving such transaction)
having less than 50% of the total voting power in an election of directors of the
Company (or such other surviving corporation).






	10.2	 	Termination of Employment Following a Change of Control. If, during the three-year
period following a Change of Control, the employment of a Participant terminates prior to
his or her Normal Retirement Date (whether before or after his or her Early Retirement
Date), then, except as provided in the last sentence of this Section 10.2, the Participant shall
be deemed to have retired under the provisions of this Plan as of his or her date of
termination, and shall be entitled to receive a retirement benefit in an annual amount equal
to the Participant’s Target Benefit (with the Target Benefit to be determined based on the
Final Average Earnings of the Participant as of the date of termination). Such retirement
benefit shall be paid in accordance with the provisions of Section 3.3 of this Plan. No
benefits shall be payable under this Section 10.2, if (i) the Participant voluntarily terminates
his or her employment (unless such employment has been constructively terminated within
the meaning of Section 10.3 and the Participant terminates within six (6) months thereafter
following written notice to the Company or the Bank, as applicable, of the reason for such
termination), (ii) the Company or the Bank terminates the Participant’s employment for
Cause or (iii) the Participant’s employment terminates on account of Disability or death.
	 
	10.3	 	Constructive Termination of Employment. A Participant’s employment shall be deemed to
be constructively terminated if:






	 	(a)	 	the Participant’s salary is either reduced by more than ten percent, or not increased
for a period of two years, unless the salaries of all other Participants and officers of
the Company or the Bank are reduced in equal proportions or are not increased
during the same period;
	 
	 	(b)	 	the title, duties or responsibilities of the Participant’s job are substantially reduced
from those existing prior to the Change of Control;
	 
	 	(c)	 	the Participant’s place of employment is changed by a distance of more than twenty-
five (25) miles without such Participant’s consent; or
	 
	 	(d)	 	the Participant’s salary is reduced by 25% or more.






	10.4	 	Definition of Cause. For purposes of this Plan, the Company or the Bank shall have
“Cause” to terminate the employment of a Participant if such termination is based upon:






	 	(a)	 	the Participant’s willful and continuous failure to substantially perform his
or her duties with the Company or the Bank (other than any such failure resulting from
incapacity due to physical or mental illness) after a demand for substantial
performance is delivered to the Participant by the Board of Directors of the Company or
the Bank, as applicable, which specifically identifies the manner in which such Board
of Directors believes that the Participant has not substantially performed his or her
duties; or





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	 	(b)	 	the Participant’s willfully engaging in gross misconduct demonstrably
injurious to the Company or the Bank.






	 	 	For purposes of this Section 10.4, no act, or failure to act, on the part of the Participant
shall be considered “willful” if done, or omitted to be done, by the Participant in good
faith and in the reasonable belief that the act or omission was in the best interests of the
Company or the Bank. A Participant shall not be deemed to have been terminated for Cause
unless and until the Participant receives a copy of a resolution duly adopted by the
affirmative vote of not less than three fourths (3/4) of the entire membership of the Board
called and held for that purpose (after reasonable notice to the Participant and an
opportunity for the Participant, together with his or her counsel, to be heard before such
Board of Directors), finding that, in the good faith opinion of such Board of Directors, the
Participant was guilty of conduct which constitutes “Cause” and specifying the particulars
thereof.





ARTICLE XI

OTHER BENEFITS AND AGREEMENTS





	11.1	 	Coordination with Other Benefits. The benefits under this Plan for a Participant and
his or her spouse or beneficiary or beneficiaries, if any, are in addition to any other
benefits available under any other plan or program for employees of the Company or the Bank.
This Plan shall supplement and shall not supersede, modify or amend any other such plan or
program.





ARTICLE XII

RESTRICTIONS ON ALIENATION OF BENEFITS





	12.1	 	Nonassignability. Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey, in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof. No part of the amounts payable hereunder shall, prior to
actual payment, be subject to any claims of creditors and, in particular, they shall not be
subject to attachment, garnishment, seizure or sequestration by any creditor for the payment
of any debts, judgments, obligations, alimony or separate maintenance owed by a Participant
or his or her spouse or beneficiary or beneficiaries, if any.





ARTICLE XIII

ADMINISTRATION OF PLAN





	13.1	 	Committee Administration. The general administration of this Plan, as well as
construction and interpretation hereof, shall be the responsibility of the Committee, the number of
members of which shall be designated from time to time by the Board and the members of
which shall be appointed from time to time by, and shall serve at the pleasure of, the Board.
	 
	13.2	 	Committee Authority. The Committee shall have the exclusive right and authority:






	 	(a)	 	to from time to time establish rules, forms and procedures for the
administration of this Plan;





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	 	(b)	 	to interpret this Plan and to correct any defect, supply any information and reconcile
any inconsistency in such manner and to such extent as the Committee, in its sole
and absolute discretion, shall deem necessary or advisable to carry out the purpose
of this Plan; and
	 
	 	(c)	 	to make all other determinations that the Committee, in its sole and absolute
discretion, shall deem necessary or advisable in connection with the administration
of this Plan, including, without limitation, determination of (i) the benefit amounts
to which a Participant is entitled (and the appropriate Final Average Earnings,
Disability Offset Amount, Years of Service and/or Years of Participation to be used
in determining such benefit amounts); (ii) whether Cause existed for the termination
of employment of a Participant; (iii) whether or not to consent to a Participant’s
early retirement pursuant to Section 3.2 and (v) whether benefits are to be withheld
or terminated pursuant to Section 7.4 and/or Section 9.2. Subject to the claims
procedures set forth in Article XIV, all rules, procedures, interpretations and
determinations made by the Committee in good faith shall be final, conclusive and
binding upon all persons having or claiming to have any right or interest under this Plan.






	13.3	 	Committee Indemnity. No member of the Committee shall be liable for any act or
omission of any other member of the Committee, nor for any act or omission on his or her own
part, excepting his or her own gross negligence or willful misconduct. To the full extent
permitted by applicable law, the Bank shall indemnify and hold harmless each member of the
Committee against any and all expenses and liabilities arising out of his or her membership
on the Committee, with the exception of expenses and liabilities arising out of his or her
own gross negligence or willful misconduct.





ARTICLE XIV 
CLAIMS PROCEDURES





	14.1	 	Presentation of Claim. Any Participant or the surviving spouse or beneficiary or
beneficiaries, if any, of a deceased Participant (such Participant or other person being
referred to below as a “Claimant”) may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant from this Plan. If
such a claim relates to the contents of a notice received by the Claimant, the claim must be
made within sixty (60) days after such notice was received by the Claimant. The claim
must state with particularity the determination desired by the Claimant.
	 
	14.2	 	Notification of Decision. The Committee shall consider a Claimant’s claim within a
reasonable time and shall notify the Claimant in writing:






	 	(a)	 	that the Claimant’s requested determination has been made, and that the
claim has been allowed in full; or





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	 	(b)	 	that the Committee has reached a conclusion contrary, in whole or in part,
to the Claimant’s requested determination, and such notice must set forth in a
manner calculated to be understood by the Claimant:






	 	(i)	 	the specific reason(s) for the denial of the claim, or any part of it;
	 
	 	(ii)	 	specific reference(s) to pertinent provisions of this Plan upon
which such denial was based;
	 
	 	(iii)	 	a description of any additional material or information
necessary for the Claimant to perfect the claim, and an explanation of why such
material or information is necessary; and
	 
	 	(iv)	 	an explanation of the claim review procedure set forth in Section 14.3.






	14.3	 	Review of Denied Claim. Within sixty (60) days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s
duly authorized representative) may file with the Committee a written request for a review
of the denial of the claim. Thereafter, but not later than thirty (30) days after filing of the
written request for review, the Claimant (or the Claimant’s duly authorized representative):






	 	(a)	 	may review pertinent documents;
	 
	 	(b)	 	may submit written comments or other documents; and/or
	 
	 	(c)	 	may request a hearing, which request the Committee, in its sole and absolute
discretion, may grant.






	14.4	 	Decision on Review. The Committee shall render its decision on review promptly, and not
later than sixty (60) days after the filing of a written request for review of the denial, unless
a hearing is held or other special circumstances require additional time, in which case the
Committee’s decision must be rendered within one hundred and twenty (120) days after
such date. Such decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:






	 	(a)	 	specific reasons for the decision; and
	 
	 	(b)	 	specific reference(s) to pertinent provisions of this Plan upon which such decision
was based.






	 	 	Any decision on review made by the Committee in good faith shall be final, conclusive and
binding upon the Claimant, unless the decision is determined to have been arbitrary and
capricious.





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ARTICLE XV

THE TRUST





	15.1	 	Funding of Trust. Upon a Change of Control, unless otherwise instructed prior to the
Change of Control by a Participant or, if applicable, his or her spouse or beneficiary or
beneficiaries, if any, the Bank shall make an irrevocable contribution to a grantor trust (as
provided in IRS Revenue Procedure 92-64 or any successor thereto by law, regulation,
revenue procedure or otherwise) in an amount that is sufficient to pay each Participant,
spouse or beneficiary the benefits to which Participants, their spouses or their
beneficiaries would be entitled pursuant to the terms of this Plan as of the date on which
the Change of Control occurred.
	 
	15.2	 	Interrelationship of the Plan and the Trust. The provisions of this Plan shall govern the
rights of a Participant and any spouse or beneficiaries of such Participant to distributions
pursuant to this Plan. The provisions of the Trust shall govern the rights of the Bank,
Participants, any spouse or beneficiaries of Participants and the creditors of the Bank to the
assets transferred to the Trust. The Bank shall at all times remain liable to carry out its
obligations under this Plan. The Bank’s obligations under the Plan may be satisfied with
Trust assets distributed pursuant to the terms of the Trust.





ARTICLE XVI

MISCELLANEOUS





	16.1	 	Notice. Any notice required or permitted to be given under this Plan by a Participant or a
Claimant shall be in writing and shall be hand delivered against receipt, or mailed via
registered or certified mail, return receipt requested, to:





Board of Directors

AnchorBank, fsb

25 West Main Street

Madison, Wisconsin 53703





	 	 	Any notice to a Participant or other person, if any, required or permitted to be given
under this Plan by the Committee or the Board shall be in writing and shall be hand
delivered to the Participant or other person, or mailed via registered or certified mail,
return receipt requested, to the last known address for the Participant or other person as
shown on the records of the Company or the Bank.
	 
	16.2	 	Successors. This Plan shall be binding upon the Bank and its successors and assigns, and
upon a Participant, the Participant’s spouse, if any, and their permitted assigns, heirs,
executors and administrators.
	 
	16.3	 	Governing Law. This Plan shall be governed by and construed under the laws of the State
of Wisconsin.
	 
	16.4	 	Pronouns. Masculine pronouns wherever used shall include feminine pronouns and the
singular shall include the plural.





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	16.5	 	Headings. The headings of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its
provisions.
	 
	16.6	 	Validity. In the event any provision of this Plan shall be illegal or invalid for any reason,
the illegality or invalidity of that provision shall not affect the remaining provisions hereof,
but this Plan shall be construed and enforced as if such illegal and invalid provision had
never been inserted herein.





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APPENDIX A



The Bank has designated the following person(s) as Participants in its Supplemental Executive
Retirement Plan as of November 23,1993:





Douglas J. Timmerman, the Company’s and the Bank’s Chairman, President and Chief Executive
Officer.




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