CITIZENS COMMUNITY FEDERAL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 






















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CITIZENS COMMUNITY FEDERAL

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 


EFFECTIVE AUGUST 1, 2002 



Purpose


         The purpose of the Plan is to provide supplemental retirement benefits to a select group
of employees who contribute materially to the continued growth, development and future
business success of Citizens Community Federal.  The Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.



ARTICLE I
Definitions


         For purposes of the Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:


		"Annual Benefit" shall mean with respect to any Participant, an annual benefit equal to the
percent of the Participant's Final Average Compensation set forth in a Participant's Plan
Agreement, times the number of the Participant's Years of Credited Service set forth in a
Participant's Plan Agreement, calculated through the last day of the month in which the
Participant experiences a Termination of Employment.  A Participant's Annual Benefit shall not
exceed the maximum Annual Benefit set forth in his Plan Agreement.


		"Bank" shall mean Citizens Community Federal, a federally chartered savings bank, and any
successor to all or substantially all of the assets or business of the Bank.


		"Beneficiary" shall mean one or more persons, estates or other entities, designated in accordance
with Article 9, that are entitled to receive benefits under the Plan upon the death of a Participant.


		"Beneficiary Designation Form" shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Bank or the Committee to
designate one or more Beneficiaries.


		"Board" shall mean the board of directors of the Bank. 


		"Change in Control" shall mean the first to occur of any of the following events:





		(a) 	An acquisition of control of the Bank within the meaning of the Home Owners' Loan
Act of 1933 and 12 C.F.R. Part 574.4(a) as in effect on the date hereof that is not
subject to rebuttal;





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		(b) 	Any event that would be required to be reported in response to Item 1 of the current
report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") if the Exchange Act were
applicable to the Bank; 


		(c)	Any "person" (as that term is used in Section 13 and 14(d)(2) of the Exchange Act)
becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange
Act), directly or indirectly, of 25% or more of the Bank's outstanding securities
entitled to vote in the election of directors;


		(d) 	Individuals who are members of the Board on the date hereof (each the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided that any
person becoming a member of the Board subsequent to the date hereof whose election
was approved by a vote of at least three-quarters of the members comprising the
Incumbent Board, or whose nomination for election by the Bank's stockholders (or
members in the case of the Bank in mutual form) was approved by the nominating
committee serving under the Incumbent Board shall be considered a member of the
incumbent Board;


		(e) 	The sale of all or substantially all of the assets of the Bank, excluding transfers to
entities that are within a "controlled group of corporations" (as defined in Code Section
1563) in which the Bank is the parent corporation; or


		(f)	A reorganization, merger, consolidation or similar transaction involving the Bank in
which either the Bank is not the resulting entity or the Bank is the resulting entity but
the stockholders of such entity immediately prior to such transaction do not own at
least 60% of the voting securities of such entity immediately following the completion
of such transaction.





		The term "Change in Control" does not include (i) the formation of a mutual holding
company by the Bank; (ii) the reorganization of the Bank to a stock institution (whether or not in
holding company form); (iii) an acquisition of securities by an employee benefit plan of the
Bank; or (iv) an acquisition of securities of the Bank (or its holding company) in consideration
for a contribution of capital to the Bank (or its holding company).


		"Claimant" shall have the meaning set forth in Section 14.1.


		"Code" shall mean the Internal Revenue Code 1986, as it may be amended from time to time.


		"Committee" shall mean the committee described in Article12.


		"Compensation" shall mean the annual cash compensation relating to services performed by a
Participant for the Bank during any calendar year, whether or not paid in such calendar year or
included on the Federal Income Tax Form W-2 for such calendar year, excluding fringe benefits,
stock options, other stock based compensation, relocation expenses, non-monetary awards, and
automobile and other allowances paid to a Participant for employment services rendered
(whether or not such allowances are included in the Participant's gross income).  Compensation
shall be calculated before reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of the Bank and shall be calculated to
include amounts not otherwise included in the Participant's gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Bank; provided, however,
that all such amounts will be included in compensation only to the extent that, had there been no
such plan, the amount would have been payable in cash to the Participant.





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		"Employee" shall mean a person who is classified as an employee of the Bank.


		"Equivalent Actuarial Value" shall mean, unless otherwise specified in the Plan Agreement, a
benefit of equivalent value to another form of benefit, computed on the basis of an interest rate
factor of 7 percent per annum.


		"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.


		"Final Average Compensation" shall mean the amount determined by dividing by two the
Participant's Compensation during the two Plan Years (whether or not consecutive) in the five
Plan Year period immediately prior to his Termination of Employment (or if Termination of
Employment occurs during the month of December then including the Plan Year in which
Termination of Employment occurs) that results in the largest total. 


		"Monthly Benefit" shall mean one twelfth (1/12) of the Participant's Annual Benefit.


		"Normal Retirement Date" shall mean the later of (1) the date of the Participant's Termination of
Employment or (2) the Participant's attainment of age sixty-five (65).


		"Participant" shall mean any Employee (i) who is selected to participate in the Plan, (ii) who
signs a Plan Agreement and a Beneficiary Designation Form and (iii) whose signed Plan
Agreement and Beneficiary Designation Form are accepted by the Bank or the Committee. A
spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have
an Annual Benefit under the Plan, even if he or she has an interest in the Participant's benefits
under the Plan as a result of applicable law or property settlements resulting from legal
separation or divorce.


		"Payout Period" shall mean the number of consecutive months set forth as the Payout Period in a
Participant's Plan Agreement, commencing on the first day of the calendar month next following
the Participant's Normal Retirement Date, except as otherwise provided in Section 3.2(a).


		"Plan" shall mean this Supplemental Executive Retirement Plan, which shall be evidenced by
this instrument and by each Plan Agreement, as they may be amended from time to time.





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		"Plan Agreement" shall mean a written agreement, as may be amended from time to time, which
is entered into by and between the Bank and a Participant.  Should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the Bank shall supersede
all previous Plan Agreements in their entirety and shall govern such entitlement.  The terms of
any Plan Agreement may be different for any Participant, and any Plan Agreement may limit the
benefits otherwise provided under the Plan.


		"Plan Year" shall mean a period beginning on January 1 of each calendar year and continuing
through December 31 of such calendar year.


		"Termination of Employment" shall mean the severing of employment with the Bank for any
reason.


		"Trust" shall mean any trust established between the Bank and the trustee named therein to
provide benefits hereunder, as amended from time to time.


		"Years of Credited Service" shall mean the total number of Plan Years (or fraction thereof
determined on a months basis) taken into account under a Participant's Plan Agreement for
purposes of calculating such Participant's Annual Benefit.





ARTICLE 2

Selection, Enrollment, Eligibility


	2.1	Selection by Committee.  Participation in the Plan shall be limited to a select group of
management and highly compensated Employees, as determined by the Committee in its
sole discretion from time to time.  From that group, the Committee shall select, in its sole
discretion, Employees to participate in the Plan.


	2.2	Enrollment Requirements.  As a condition to participation, each selected Employee
shall complete, execute and return to the Bank or the Committee a Plan Agreement and a
Beneficiary Designation Form.  In addition, the Committee shall establish from time to
time such other enrollment requirements as it determines in its sole discretion are
necessary or appropriate.


	2.3	Eligibility; Commencement of Participation.  Provided an Employee selected to
participate in the Plan has met all enrollment requirements set forth in the Plan and
required by the Committee, including returning all required documents to the Bank or the
Committee, that Employee shall commence participation in the Plan on the date his Plan
Agreement is executed by the Bank.


	2.4	Termination of Participation.  If the Committee determines in good faith that a
Participant no longer qualifies as a member of a select group of management or highly
compensated employees, as membership in such group is determined in accordance with
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right,
in its sole discretion, to (i) cease further benefit accruals hereunder and/or (ii)
immediately distribute in a single lump sum the Equivalent Actuarial Value of the
Monthly Benefits for the Payout Period, determined as if the Participant experienced a
Termination of Employment, and terminate the Participant's participation herein.





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ARTICLE 3

Benefits


	3.1	Benefits.Upon a Participant's Normal Retirement Date, the Bank shall pay the Monthly Benefit to him during the Payout Period.


	3.2	Death Benefits.





		(a) 	If the Participant dies before having commenced receiving benefits under Section 3.1,
the Monthly Benefit shall be paid to his Beneficiary for the Payout Period, commencing
on the first day of the month following the date the Participant dies.


		(b)	If the Participant dies after he has commenced receiving benefits under Section 3.1,
then the Bank shall pay to his Beneficiary the Monthly Benefit during the remainder of
the Payout Period.





	3.3	Acceleration of Benefits; Lump Sum Payments.  The Committee may accelerate the
payment of a Participant's Monthly Benefits at such time and in such manner as the
Committee may determine, in which case the accelerated benefit shall be equal to the
Equivalent Actuarial Value of such unpaid Monthly Benefits.


	3.4	Tax Withholding from Distributions.  The Bank, or the trustee of the Trust, shall
withhold from any payments made to a Participant all federal, state and local income,
employment and other taxes required to be withheld by the Bank, or the trustee of the
Trust, in connection with such payments, in amounts and in a manner to be determined in
the sole discretion of the Bank and the trustee of the Trust.


	3.5	Restriction on Benefits.  Notwithstanding anything contained in this Article 3 to the
contrary, the obligations of the Bank to a Participant under the Plan are subject to the
regulatory restrictions set forth in Article 7.







ARTICLE 4

In-Service Withdrawals and Distributions


         No in-service withdrawals or distributions are permitted under the Plan. 



ARTICLE 5

Vesting


         Unless otherwise provided in the Participant's Plan Agreement, the Participant shall be fully
vested in his Monthly Benefit at all times.


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ARTICLE 6

Participant Contributions


         Participant contributions are neither permitted nor required under the Plan.



ARTICLE 7

Regulatory Provisions


         The obligations of the Bank to a Participant under the Plan are subject to the following
restrictions:


	7.1 	Temporary Suspension or Prohibition.  If a Participant is suspended and/or
temporarily prohibited from participating in the conduct of the Bank's affairs by a
notice served under Section 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act
("FDIA"), 12 U.S.C. § 1818(e)(3) and (g)(1),  the Bank's obligations to such Participant
under the Plan shall be suspended as of the date of service of such notice, unless stayed
by appropriate proceedings.  If the charges in the notice are dismissed, the Bank may in
its discretion  reinstate in whole or in part any of its obligations which were suspended.


	7.2 	Permanent Suspension or Prohibition.  If a Participant is removed and/or
permanently prohibited from participating in the conduct of the Bank's affairs by an
order issued under Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. § 1818(e)(4) and
(g)(1), all obligations of the Bank to such Participant under the Plan shall terminate as
of the effective date of the order, but vested rights of the contracting parties shall not be
affected.


	7.3 	Default.  If the Bank is in default (as defined in Section 3(x)(1) of the FDIA), all
obligations of the Bank to Participants and Beneficiaries under the Plan shall terminate
as of the date of default, but this provision shall not affect any vested rights of the
contracting parties.


	7.4 	Termination by Regulators.  All obligations of the Bank to Participants and
Beneficiaries under the Plan shall be terminated, except to the extent determined that
continuation of the Plan is necessary for the continued operation of the Bank:  (i) by the
Director of the Office of Thrift Supervision (the "OTS Director") or his designee, at the
time the Federal Deposit Insurance Corporation enters into an agreement to provide
assistance to or on behalf of the Bank under the authority contained in Section 13(c) of
the FDIA; or (ii) by the OTS Director or his designee, at the time the OTS Director or
his designee approves a supervisory merger to resolve problems related to operation of
the Bank or when the Bank is determined by the OTS Director to be in an unsafe or
unsound condition.  Any rights of the parties that have already vested, however, shall
not be affected by any such action.


	7.5 	Other Regulatory Restrictions on Payment.  Notwithstanding anything herein to the
contrary, (1) any payments made by the Bank under the Plan shall be subject to and
conditioned upon compliance with 12 U.S.C. § 1828(k) and any regulations
promulgated thereunder and (2) payments contemplated to be made by the Bank under
the Plan shall not be immediately payable to the extent such payments are barred or
prohibited by an action or order issued by the Office of Thrift Supervision or the
Federal Deposit Insurance Corporation.





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ARTICLE 8

Funding


	8.1	Funding Generally.  The Bank's obligations under the Plan shall be an unfunded and
unsecured promise to pay.  The Bank shall not be obligated under any circumstances to
fund in advance its obligations under the Plan, and when the benefit amount is paid it
shall be expensed out of the Bank's general assets. 


	8.2	Option to Fund Informally.  Notwithstanding Section 8.1, the Bank may, at its sole
option, or by agreement, informally fund its obligations under the Plan in whole or in
part, provided, however, that in no event shall such informal funding be construed to
create any trust fund, escrow account or other security for any Participant or
Beneficiary with respect to the payment of any benefit under the Plan, other than as
permitted by Internal Revenue Service and Department of Labor rules and regulations
for unfunded supplemental retirement plans. 




ARTICLE 9

Beneficiary Designation


	9.1	Beneficiary.  Each Participant shall have the right, at any time, to designate his
Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable
under the Plan upon the death of the Participant.  The Beneficiary designated under the
Plan may be the same as or different from the Beneficiary designated under any other
plan of the Bank in which the Participant participates.


	9.2	Beneficiary Designation: Change; Spousal Consent.  A Participant shall designate
his Beneficiary by completing and signing the Beneficiary Designation Form and
returning it to the Bank or the Committee.  A Participant shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee's rules and procedures, as in effect
from time to time.  If the Participant names someone other than his  spouse as a
Beneficiary, a spousal consent, in the form designated by the Committee, must be
signed by that Participant's spouse and returned to the Bank or the Committee.  Upon
the acceptance by the Bank or the Committee of a new Beneficiary Designation Form,
all Beneficiary designations previously filed shall be canceled.  The Committee shall
be entitled to rely on the last Beneficiary Designation Form filed by the Participant and
accepted by the Bank or the Committee prior to his death.


	9.3	Acknowledgment.  No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Bank or the Committee.


	9.4	No Beneficiary Designation.  If a Participant fails to designate a Beneficiary as
provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries
predecease a Participant or die prior to complete distribution of the Participant's
benefits, then a Participant's designated Beneficiary shall be deemed to be his surviving
spouse.  If a Participant has no surviving spouse, the benefits remaining under the Plan
to be paid to a Beneficiary shall be payable to the Participant's estate.





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	9.5	Doubt as to Beneficiary.  If the Committee has any doubt as to the proper Beneficiary
to receive payments pursuant to the Plan, the Committee shall have the right,
exercisable in its discretion, to cause the Bank to withhold such payments until this
matter is resolved to the Committee's satisfaction.


	9.6	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge the Bank and the Committee from all further
obligations under the Plan with respect to the Participant.




ARTICLE 10

Leave of Absence


         If a Participant is authorized by the Bank for any reason to take a leave of absence from
employment with the Bank, such Participant shall continue to be considered employed by the
Bank during such leave of absence (and therefore not to have experienced a Termination of
Employment) and service during the leave of absence shall be credited for purposes of
determining the Participant's Years of Credited Service. 



ARTICLE 11

Termination, Amendment or Modification


	11.1	Termination.   Although the Bank anticipates that it will continue as a sponsor of the
Plan for an indefinite period of time, there is no guarantee that it will continue as a
sponsor of the Plan or will not terminate its sponsorship of the Plan at any time in the
future.  Accordingly, the Bank reserves the right to terminate its sponsorship of the
Plan at any time with respect to any or all of its Participants, by action of the Board.
Upon termination of sponsorship of the Plan by the Bank, the Annual and Monthly
Benefit of each affected Participant shall be determined as if he had experienced a
Termination of Employment on the date Plan sponsorship is terminated.  Monthly
Benefits shall be paid to affected Participants as follows:  Prior to a Change in Control,
the Bank  shall have the right, in its sole discretion, to pay the Equivalent Actuarial
Value of the Monthly Benefits for the Payout Period in a lump sum; otherwise
payments shall be made as provided for in Article 3.  After a Change in Control, the
Bank shall be required to pay the Equivalent Actuarial Value of the Monthly Benefits
for the Payout Period in a lump sum.  If the Bank terminates its sponsorship of the
Plan, the Plan shall terminate.  The termination of sponsorship of the Plan or the
termination of the Plan shall not adversely affect any Participant or Beneficiary who
has become entitled to the payment of any benefits under the Plan as of the date of
termination; provided, however, that the Bank shall have the right to accelerate
payments without a premium or prepayment penalty by paying the Equivalent Actuarial
Value of the remaining benefits in a lump sum.





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	11.2	Amendment.  The Bank may, at any time, amend or modify the Plan in whole or in
part by action of the Board; provided, however, that no amendment or modification
shall be effective to decrease or restrict the value of a Participant's Annual Benefit
determined at the time the amendment or modification is made, calculated as if the
Participant had experienced a Termination of Employment as of the effective date of
the amendment or modification. The amendment or modification of the Plan shall not
affect any Participant or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or modification; provided,
however, that the Bank shall have the right to accelerate payments without a premium
or prepayment penalty by paying the Equivalent Actuarial Value of the unpaid Monthly
Benefits in a lump sum.


	11.3	Effect of Payment.  The full payment of the applicable benefit under the Plan shall
completely discharge all obligations to a Participant and his  designated Beneficiaries
under the Plan.




ARTICLE 12
Administration


	12.1	Committee Duties.  The Plan shall be administered by a Committee which shall
consist of the Board, or such committee as the Board shall appoint.  Members of the
Committee may be Participants under the Plan.  The Committee shall also have the
discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules
and regulations for the administration of the Plan and (ii) decide or resolve any and all
questions including interpretations of the Plan, as may arise in connection with the
Plan.  Any individual on the Committee who is a Participant shall not vote or act on
any matter relating solely to himself.  When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a Participant or the
Bank.


	12.2	Agents. In the administration of the Plan, the Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit (including
acting through a duly appointed representative) and may from time to time consult with
counsel who may be counsel to the Bank.


	12.3	Binding Effect of Decisions.  The decision or action of the Committee with respect to
any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder shall be
final and conclusive and binding upon all persons having any interest in the Plan. 


	12.4	Indemnity of Committee.  The Bank shall indemnify and hold harmless the members
of the Committee, and any person to whom the duties of the Committee may be
delegated, against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to the Plan, except in the case of gross
misconduct by the Committee or any of its members or any such delegate.


	12.5	Information.  To enable the Committee to perform its functions, the  Bank shall
supply full and timely information to the Committee as the Committee may reasonably
request.





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ARTICLE 13

Other Benefits and Agreements


         The benefits provided for a Participant or a Participant's Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any other plan or program
sponsored by the Bank.  The Plan shall supplement and shall not supersede, modify or amend any
other such plan or program except as may otherwise be expressly provided therein.



ARTICLE 14

Claims Procedures


	14.1	Presentation of Claim.  Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary 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 the Plan.  If such a claim relates to the contents of
a notice received by the Claimant, the claim must be made within 60 days after such
notice was received by the Claimant.  All other claims must be made within 180 days
of the date on which the event that caused the claim to arise occurred.  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


		(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 the 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
below.





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	14.3	Review of a Denied Claim.  With 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 30 days after the review
procedure began, 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 the Committee, in its sole discretion, may
grant.





	14.4 	Decision on Review.  The Committee shall render its decision on review promptly,
and not later than 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 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;


		(b) 	specific reference(s) to the pertinent Plan provisions upon which the decision was
based; and


		(c) 	such other matters as the Committee deems relevant.





	14.5 	Legal Action.  A Claimant's compliance with the foregoing provisions of this Article
14 is a mandatory prerequisite to a Claimant's right to commence any legal action with
respect to any claim for benefits under the Plan.




ARTICLE 15

Trust


	15.1	Establishment of the Trust.  The Bank may establish the Trust upon such terms as it
deems appropriate.


	15.2	Interrelationship of the Plan and the Trust.  The provisions of the Plan including a
Participant's Plan Agreement shall govern the rights of such Participant to receive
distributions pursuant to the Plan.  The provisions of the Trust shall govern the rights
of the Bank, 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 the
Plan.


	15.3	Investment of Trust Assets.  The trustee of the Trust shall be authorized, upon written
instructions received from the Committee or investment manager appointed by the
Committee, to invest and reinvest the assets of the Trust in accordance with the
applicable trust agreement.





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	15.4 	Distributions From the Trust.  The Bank's obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust and any such
distribution shall reduce the Bank's obligations under the Plan.




ARTICLE 16

Miscellaneous


	16.1 	Status of Plan.  The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that "is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a select
group of management or highly compensated employees" within the meaning of
ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that intent.


	16.2 	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interests or claims in any property
or assets of the Bank.  For purposes of the payment of benefits under the Plan, any and
all assets of the Bank shall be, and remain the general, unpledged and unrestricted
assets of such entity.  The Bank's obligation under the Plan shall be merely of an
unfunded and unsecured promise to pay money in the future.


	16.3 	Liability.  The Bank's liability for the payment of benefits shall be defined only by the
Plan including a Participant's Plan Agreement.  The Bank shall have no obligation to
a Participant under the Plan except as expressly provided in the Plan including such
Participant's Plan Agreement.


	16.4 	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, alienate or convey in advance of actual receipt, the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable.  No part of the amounts
payable shall, prior to actual payment, be subject to seizure, attachment, garnishment
or sequestration for the payment of any debts, judgments, alimony or separate
maintenance allowed by a Participant or any other person, be transferable by operation
of law in the event of a Participant's or any other person's bankruptcy or insolvency or
be transferable to a spouse as a result of a property settlement or otherwise.


	16.5 	Not a Contract of Employment.  The terms and conditions of the Plan including a
Participant's Plan Agreement shall not be deemed to constitute a contract of
employment between the Bank and a Participant.  Nothing in the Plan shall be deemed
to give a Participant the right to be retained in the service of the Bank or to interfere
with the right of the Bank to discipline or discharge such Participant at any time.


	



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	16.6 	Furnishing Information.  A Participant or his Beneficiary will cooperate with the
Committee by furnishing any and all information requested by the Committee and
take such other actions as may be requested in order to facilitate the administration of
the Plan and the payments of benefits hereunder, including but not limited to, taking
such physical examinations as the Committee may deem necessary.


	16.7 	Terms.  Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would so apply;
and whenever any words are  used herein in the singular or in the plural, they shall be
construed as though they were used in the plural or the singular, as the case may be, in
all cases where they would so apply.


	16.8 	Captions.  The captions of the articles, sections and paragraphs of the Plan are for
convenience only and shall not control or affect the meaning or construction of any of
its provisions.


	16.9 	Governing Law. Subject to ERISA, the provisions of the Plan shall be construed and
interpreted according to the internal laws of the State of Wisconsin without regard to
its conflicts of laws and principles.


	16.10 	Notice. Any notice or filing required or permitted to be given to the Committee under
the Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below.





			Director of Human Resources

Citizens Community Federal

2174 Eastridge Center

Eau Claire, Wisconsin  54701


	
		Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or
certification.  Any notice or filing required or permitted to be given to a Participant
under the Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to
the last known address of such Participant.





	16.11	Successors. The provisions of the Plan shall bind and inure to the benefit of the Bank
and its successors and assigns and the Participant and the Participant's designated
Beneficiaries.


	16.12 	Spouse's Interest.  The interest in the benefits hereunder of a spouse of a Participant
who has predeceased the Participant shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner including, but not limited to,
such spouse's will, nor shall such interest pass under the laws of intestate succession.





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	16.13 	Validity. In case any provision of the Plan shall be illegal or invalid for any reason,
said illegality or invalidity shall not affect the remaining parts hereof, but the Plan
shall be constructed and enforced as if such illegal or invalid provision had never been
inserted herein.


	16.14 	Incompetent. If the Committee determines in its discretion that a benefit under the
Plan is to be paid to a minor, a person declared incompetent or to a person incapable
of handling the disposition of that person's property, the Committee may direct
payment of such benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or incapable person.  The Committee may
require proof of minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit.  Any payment of a benefit shall be a
payment for the account of the Participant and the Participant's Beneficiary, as the
case may be, and shall be a complete discharge of any liability under the Plan for such
payment amount


	16.15 	Court Order. The Committee is authorized to make any payments directed by court
order in any action in which the Plan or the Committee has been named as a party.  In
addition, if a court determines that a spouse or former spouse of a Participant has an
interest in the Participant's benefits under the Plan in connection with a property
settlement or otherwise, the Committee, in its sole discretion shall have the right,
notwithstanding any election made by the Participant, to immediately distribute the
spouse's or former spouse's interest in the Participant's benefits under the Plan to that
spouse or former spouse.


	16.16 	Distribution in the Event of Taxation.  If, for any reason, all or any portion of a
Participant's benefits under the Plan becomes taxable to the Participant prior to
receipt, a Participant may petition the Committee for a distribution of that portion of
his benefit that has become taxable.  Upon the grant of such a petition, which grant
shall not be unreasonably withheld (and, after a Change in Control, shall be granted),
the Bank shall distribute to the Participant immediately available funds in an amount
equal to the taxable portion of his benefit (which amount shall not exceed such
Participant's Equivalent Actuarial Value of his unpaid Monthly Benefits).  If the
petition is granted, the tax liability distribution shall be made within 90 days of the
date when the Participant's petition is granted.  Such a distribution shall affect and
reduce the benefits to be paid under the Plan.


	16.17 	Insurance.  The Bank, on its own behalf or on behalf of the trustee of the Trust, and,
in its sole discretion, may apply for and procure insurance on the life of any
Participant, in such amounts and in such forms as it may choose.  The Bank or the
trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any
such insurance.  No Participant shall have any interest whatsoever in any such policy
or policies, and a Participant shall at the request of the Bank submit to medical
examinations and supply such information and execute such documents as may be
required by the insurance company or companies to whom the Bank has applied for
insurance.





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	16.18 	Legal Fees To Enforce Rights After Change in Control.  The Bank is aware that
upon the occurrence of a Change in Control, the Board (which might then be
composed of new members) or stockholders of the Bank, or of any successor
corporation, might then cause or attempt to cause Bank, or such successor to refuse to
comply with its obligations under the Plan and might cause or attempt to cause the
Bank to institute, or may institute, litigation seeking to deny Participants the benefits
intended under the Plan.  In these circumstances, the purpose of the Plan could be
frustrated.  Accordingly, if, following a Change in Control, it should appear to any
Participant that the Bank or any successor corporation has failed to comply with any
of its obligations under the Plan or any agreement thereunder, or, if the Bank or any
other person takes any action to declare the Plan void or unenforceable or institutes
any litigation or other legal action designed to deny, diminish or to recover from any
Participant the benefits intended to be provided, then the Bank irrevocably authorizes
such Participant to retain counsel of his choice at the expense of the Bank to represent
such Participant in connection with the initiation or defense of any litigation or other
legal action, whether by or against the Bank or any director, officer, stockholder or
other person affiliated with the Bank or any successor thereto in any jurisdiction.




         The Bank has signed the Plan as of June, __, 2002.


		CITIZENS COMMUNITY FEDERAL,

a Federally-chartered savings bank



		By:  	 

		Name:	 


		Title: 	 























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