EXHIBIT 10.4
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                              DEFERRED COMPENSATION
                                    AGREEMENT


                                     Between


                          Landmark Federal Savings Bank


                                       and


                                 Larry Schugart


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                       DEFERRED COMPENSATION AGREEMENT OF

                          Landmark Federal Savings Bank

         This Agreement was made and entered into the 30th day of November, 1973
by and between Landmark Federal Savings Bank, formerly known as Landmark Federal
Savings  Association  and  successor  in  interest  to Peoples  Savings and Loan
Association  herein after referred to as the  "Institution"  or "Employer",  and
Larry Schugart,  hereinafter referred to as the "Employee" and is hereby amended
and restated this 24th day of June, 1998.

                                   WITNESSETH:

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

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

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

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

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SECTION 1.        Definitions.

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

Beneficiary.

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

Deferred Compensation Benefit.

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

Estate.

         Estate shall mean the estate of the Employee.

Retirement Age.

         Retirement Age shall mean age sixty-five  (65) or later if permitted by
the Institutions Board of Directors.

Spouse.

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

SECTION 2.        Conditions.

         (a) Normal  Employment.  The  payment  of  retirement  benefits  to the
Employee under this  Agreement are  conditioned  upon the continuous  employment
(including  periods of disability and authorized  leaves of absence as described
by this Agreement) of the Employee to the Institution  from date of execution of
this  Agreement  until  attaining  Retirement  Age or if  applicable,  the other
payment provisions of Section 3.

         (b)  Noncompetition.  Unless  expressly  waived  by the  Subsection  in
Section 3 or Section 12 authorizing  payment, the payment of benefits is further
conditioned upon the Employee not acting in any similar employment  capacity for
any  business  enterprise  which  competes  to a  substantial  degree  with  the
Institution, nor engaging in any activity involving substantial competition with
the Institution during employment or after retirement,  while receiving benefits
under this Agreement  without the prior written consent of the  Institution.  In
the  event of  violation  of these  provisions,  all  future  payments  shall be
canceled and discontinued.

SECTION 3.        Deferred Compensation.

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         (a) At retirement age, if the Employee is still in active service,  the
Institution  shall commence payments as provided in this Subpart (a). Subject to
the provisions and limitations of this Agreement,  the Institution  shall pay to
the Employee a monthly  benefit which shall  commence the first day of the month
following  the  Employee's  date of  retirement  and  shall be  payable  monthly
thereafter  until one  hundred and twenty  (120)  payments  have been made.  The
amount  of  such  benefit  will  be  determined  as of the  Employee's  date  of
retirement as follows:

         Once the Employee reaches Retirement Age and has maintained  continuous
service with the Institution from the date of execution of this Agreement to the
Retirement Age (including periods of disability and authorized leaves of absence
as described in this Agreement), he shall receive compensation at the annualized
rate of fourteen  thousand,  seven  hundred  dollars  ($14,700)  per year.  This
compensation to be paid on a monthly basis as set forth above.

         (b)  Retirement  Prior to Age 65. The Employee may retire after the age
of fifty-five and receive a benefit reduced by a level actuarial method.

         (c) Involuntary  Termination After a Change of Control. If within three
(3) years of a Change of Control as defined in this  Agreement,  the Employee is
terminated  by  action  of the  Employer  for  any  reason  other  than  willful
misconduct or his base salary is reduced, or his principal  responsibilities and
duties are  substantially  reduced or changed,  the  Employee  will  immediately
receive his full normal retirement  benefit,  without any other conditions being
applicable,  as if he had retired at normal  retirement  age that being fourteen
thousand,  seven hundred dollars ($14,700) per year normally paid in one hundred
and twenty (120)  monthly  payments  but to be paid in a lump sum payment  under
this Subsection with no other conditions being applicable. Such payment shall be
only  adjusted for the time value of money for the change to lump sum form under
the terms of Section 9.

         If the Employee is  terminated by action of the Employer for any reason
other than  willful  misconduct  after the three  year  period  above,  he shall
receive his full benefit paid in the form as specified in 3(d) below.

         Change  of  Control  for this  Section  3 shall  mean a  change  in the
ownership of 25% or more of the voting stock of the  Institution,  measured on a
cumulative  basis  from the  date of  execution  of this  amended  and  restated
Agreement  which  shall  be  transferred  by any  means  other  than  by will or
intestate  and  acquired  by one party or group of  parties  acting in  concert.
However, for the purposes of defining a Change of Control,  stock transferred to
a trust for the benefit of employees shall not be counted.

         (d)  Voluntary  Termination  After a Change of  Control.  If there is a
Change of Control as defined above and the Employee  voluntarily  terminates his
employment  for any reason other than  willful  misconduct,  the  Employee  will
immediately receive his full normal retirement benefit, with no other conditions
being  applicable,  as if he had  retired  at normal  retirement  age that being
payment of fourteen  thousand,  seven  hundred  dollars  ($14,700) per year paid
monthly for one hundred and twenty (120) months.

         (e)  Acceleration  of  Payments.  If there is a Change  of  Control  as
defined  above  and  the  Employee  is  already  receiving  benefits  under  the
provisions of Section (a) or (b) above, the Employee will receive the balance of
his payments  immediately  in a lump sum payment under this  Subsection  with no
other conditions being  applicable.  Such payment shall be only adjusted for the
time  value of money for the  change to lump sum form under the terms of Section
9.

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SECTION 4.                 Death Benefit.

         (a) In the event of the death of the Employee  prior to retirement  and
the conditions of Section 2 of this Agreement  being effective up to the time of
death,  the  Beneficiary  shall  receive one hundred  and twenty  (120)  monthly
payments  which will  represent  an  annualized  payment  equal to ten  thousand
dollars  ($10,000).  Such  payments  shall be paid  beginning  no later than the
latest of:

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

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

         (b) In the event of the death of the Employee after retirement or after
entitlement  to payments  under  Section  3(c) or 3(d),  the  Beneficiary  shall
receive  the  balance  of the  payments  to which the  Employee  would have been
entitled had he survived. The payments shall be made in the same manner and form
as provided for in Section 3.

         (c)  Acceleration  of  Payments.  If there is a Change  of  Control  as
defined above,  all death  benefits  including  those already being  distributed
shall be  payable  in a Lump Sum  Payment.  The  Beneficiary  will  receive  the
payments  due  adjusted  for the time  value of money for the change to lump sum
form under the terms of Section 9. Such Lump Sum Payment shall be paid beginning
no later than the latest of:

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

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

          (iii) January 1 of the year after the Change of Control

          (iv) the first day of the third month after the Change of Control

SECTION 5.                 Named Fiduciary.

         (a) Named Fiduciary.  The Institution is hereby designated as the named
fiduciary and Plan Administrator under this Agreement. The named fiduciary shall
have  authority to control and manage the operation and  administration  of this
Agreement,  and it shall be  responsible  for  establishing  and  carrying out a
funding policy and method  consistent  with the objectives of this Agreement and
Section 7 below.

         (b)  Powers of  Employer.  In  addition  to any  powers  and  authority
conferred  on the  Institution  elsewhere  in  this  Agreement  or by  law,  the
Institution as Employer shall have the following powers and authority:

          (i)  To  designate  agents to carry out  responsibilities  relating to
               this Agreement;

          (ii) To administer,  interpret,  construe and apply this Agreement and
               to answer  all  questions  which may arise or which may be raised
               under this Agreement by the Employee,  the Employee's Beneficiary
               or any other person whatsoever;


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          (iii)To  establish  rules  and  procedures  from  time to time for the
               conduct  of  its   business  and  for  the   administration   and
               effectuation of its responsibilities under the Agreement.

         Section 6.                 Claims Procedure.

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

         (b)  Denial of  Claim.  A Claim for  Benefits  under the Plan  shall be
denied if the Plan  Administrator  determines  that the Employee or  Beneficiary
(hereinafter  called  "Claimant") is not entitled to receive  benefits under the
Plan.  Notice of a denial shall be furnished to the Claimant within a reasonable
period  of  time  after   receipt  of  the  Claim  for   Benefits  by  the  Plan
Administrator.  The Plan Administrator  shall provide within ninety (90) days to
every Claimant who is denied a Claim for Benefits  written notice setting forth,
in a manner calculated to be understood by the Claimant, the following:

          (i)  The specific reason or reasons for the denial; and

          (ii) Specific  reference to  pertinent  Plan  provisions  on which the
               denial is based; and

          (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 Plan's Claim Review  Procedure as set forth
               below.

         The purpose of the Review  Procedure  is to provide a method by which a
claimant may have a reasonable  opportunity to appeal a denial of a Claim to the
named fiduciary and Plan Administrator for a full and fair review. To accomplish
that purpose, the Claimant or the Claimant's duly authorized representative:

          (i)  May  require  a review  upon  written  application  to the  named
               fiduciary;

          (ii) May review pertinent Plan documents; and

          (iii) May submit issues and comments in writing.

         A Claimant (or  authorized  representative)  shall  request a review by
filing a  written  application  for  review  with the named  fiduciary  and Plan
Administrator  at any time within sixty (60) days after  receipt by the Claimant
of written notice of the denial of the claim.

         In addition  to a request for payment of a claim which is payable,  any
person  who will be a Claimant  or  believes  he or she will be a  Claimant  may
request from the Employer a statement of benefits to be paid in the future. Such
statement shall comply with the  requirements of Section 209(a) of ERISA for the
purposes  of  this  Section  whether  or not  such  statute  would  normally  be
applicable  to  this  Plan.  Such  benefits  may  be  conditioned   upon  future
conditions. If there is a dispute between the Employer and

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a Claimant on such  benefits to be paid in the future,  either party may request
the  procedures  of this  Section and Section 21 to resolve the dispute over the
future payment(s) even if no payment is currently available.

         (c)  Review of Denied  Claim.  A decision  on review of a denied  claim
shall be made in the following manner:

          (i)  The  decision on review  shall be made by the named  fiduciary or
               Plan  Administrator,  who may in its discretion hold a hearing on
               the denied claim.  Such decision shall be made promptly,  and not
               later  than sixty (60) days  after  receipt  of the  request  for
               review,  unless special circumstances (such as the need to hold a
               hearing)  require an extension of time for  processing,  in which
               case a decision  shall be rendered as soon as  possible,  but not
               later than one hundred and twenty (120) days after receipt of the
               request for review.

          (ii) The  decision  on review  shall be in writing  and shall  include
               specific reasons for the decision, written in a manner calculated
               to be understood by the Claimant,  and specific references to the
               pertinent Plan provisions upon which the decision is based.

SECTION 7.        Funding.

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

         This Plan is intended to be an unfunded  plan within the meaning of the
Employee  Retirement  Income  Security Act of 1974 (ERISA).  Accordingly,  it is
intended that the Plan be exempt from the  requirements of Parts II, III, and IV
of Title I of ERISA pursuant to ERISA Sections 201(2), 301(3), and 401(1).

SECTION 8.        Employee's Right to Assets.

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

SECTION 9.        Acceleration of Payment.

         The  Institution  may at its  option,  accelerate  the  payment  of any
benefits payable under this Agreement without the consent of the Employee or his
Beneficiaries.  In the event it is  agreed to  accelerate  these  payments,  the
present  value  of all  future  payments  shall be paid to the  Employee  or his
Beneficiaries.  The then current Federal Reserve  discount rate which is charged
on loans to depository

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institutions  by the New York Federal  Reserve Bank shall be used in discounting
any payments as determined by the Institution.

SECTION 10.       Leaves of Absence and Disability.

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

         (b) For the purposes of this Agreement,  disabled shall mean a physical
or mental condition of the Employee  resulting from bodily injury,  disease,  or
mental  disorder  which  renders  him  incapable  of  continuing  his  usual and
customary  employment  with the  Institution.  The status of  disability  of the
Employee shall be determined by an independent  licensed physician chosen by the
Institution.  During such disability,  the Employee shall be considered to be in
the continuous employment of the Institution for the purposes of this Agreement.

SECTION 11.       Assignability.

         No    sale,    transfer,    alienation,    or    assignment,    pledge,
collateralization,  or attachment of any benefits under this Agreement  shall be
valid or recognized by the Institution.

SECTION 12.  Amendment.

         This Agreement can be amended by the mutual  written  agreement of both
parties.  The  Institution  shall  have the power to  terminate  this  Agreement
completely  by giving  proper  notice of not less  than 60 days.  However,  upon
termination of the Agreement,  the Employee will be entitled to complete payment
of  benefits  as  required  by  this  Agreement  as if he  had  obtained  Normal
Retirement Age if, as of the day before the effective date of the termination of
the  Agreement,  the  Employee  was in  compliance  with  all  other  applicable
conditions of this Agreement.

SECTION 13.  Enforcement.

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

SECTION 14.  Severability.

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

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SECTION 15.  Payments to Beneficiaries.

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

SECTION 16.  Incompetency.

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

SECTION 17.  Right of Employment.

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

SECTION 18.  Scope of Agreement.

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




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SECTION 19.  Consultation.

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

SECTION 20.  Regulatory Compliance.

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

SECTION 21.  Arbitration.

         Any controversy, dispute, or claim arising out of or in connection with
or relating to this Plan will,  after  satisfying the requirements of Section 6,
be submitted by the parties to binding  arbitration in Dodge City, Kansas or the
nearest major  metropolitan  city in accordance with the rules and procedures of
the American Arbitration Association. If the parties can not independently agree
upon an  arbitrator,  one shall be  chosen  under the  process  of the  American
Arbitration  Association.  The  prevailing  party in such  arbitration  shall be
entitled  to an  award of  costs  and  expenses  of the  arbitration,  including
reasonable attorney's fees.

SECTION 22.  Limitation on Liability.

         No employee of the  Institution or member of the Board of Directors for
the  Institution  shall be subject to any  liability  with respect to his or her
actions  under this  Agreement  unless the person  acts  fraudulently  or in bad
faith.  To the extent  permitted by law, the  Institution  shall  indemnify each
member of the Board of Directors, and any other employee of the Institution with
duties under this  Agreement who was or is a party or is threatened to be made a
party,  to any  threatened,  pending,  or completed  proceeding,  whether civil,
criminal, administrative, or investigative, by reason of the person's conduct in
the  performance  of his or her  duties  under  the  Agreement  so  long as such
indemnification  is not  prohibited  under  the rules of the  regulatory  bodies
having jurisdiction over the Institution.


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