Exhibit
10.12


 


ELGIN FINANCIAL SAVINGS BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


 


THIS AGREEMENT is adopted
this 28 day of June, 2002, by and between ELGIN FINANCIAL SAVINGS BANK, a
State/Stock Savings Bank located in Elgin, Illinois (the “Company”), and LEO
FLANAGAN (the “Executive”).


 


INTRODUCTION


 


To encourage the
Executive to remain an employee of the Company, the Company is willing to
provide salary continuation benefits to the Executive.  The Company will pay the benefits from its
general assets.


 


AGREEMENT


 


The Company and the
Executive agree as follows:


 


Article 1

Definitions


 


Whenever used in this
Agreement, the following words and phrases shall have the meanings specified:


 


1.1           “Change
of Control” means:


 


(a)           A change in the ownership of the
capital stock of the Company, whereby another corporation, person, or group
acting in concert (hereinafter this Agreement shall collectively refer to any
combination of these three [another corporation, person, or group acting in
concert] as a “Person”) as described in Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), acquires, directly or
indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of a number of shares of capital stock of the
Company  which constitutes fifty percent
(50%) or more of the combined voting power of the Company’s then outstanding
capital stock then entitled to vote generally in the election of directors; or


 


(b)           The persons who were members of the
Board of Directors of the Company immediately prior to a tender offer, exchange
offer, contested election or any combination of the foregoing, cease to
constitute a majority of the Board of Directors; or


 


(c)           The adoption by the Board of
Directors of the Company of a merger, consolidation or reorganization plan
involving the Company in which the Company is not the surviving entity, or a
sale of all or substantially all of the assets of the Company.  For purposes of this Agreement, a sale of
all or substantially all of the assets of the Company shall be deemed to occur
if any Person


1

















 


acquires (or during the 12-month period ending on the date of the most
recent acquisition by such Person, has acquired) gross assets of the Company
that have an aggregate fair market value equal to fifty percent (50%) or more
of the fair market value of all of the respective gross assets of the Company
immediately prior to such acquisition or acquisitions; or


 


(d)           A tender offer or exchange offer is
made by any Person which results in such Person beneficially owning (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) either fifty percent
(50%) or more of the Company’s outstanding shares of Common Stock or shares of
capital stock having fifty percent (50%) or more the combined voting power of
the Company’s then outstanding capital stock (other than an offer made by the
Company), and sufficient shares are acquired under the offer to cause such
person to own fifty percent (50%) or more of the voting power; or


 


(e)           Any other transactions or series of
related transactions occurring which have substantially the same effect as the
transactions specified in any of the preceding clauses of this Section 1.1.


 


Notwithstanding the above, certain
transfers are permitted within Section 318 of the Code and such transfers shall
not be deemed a Change of Control under this Section 1.1.


 


1.2           “Code” means the Internal Revenue Code of
1986, as amended.


 


1.3           “Disability” means the Executive’s
suffering a sickness, accident or injury which has been determined by the
carrier of any individual or group disability insurance policy covering the
Executive, or by the Social Security Administration, to be a disability
rendering the Executive totally and permanently disabled.  The Executive must submit proof to the
Company of the carrier’s or Social Security Administration’s determination upon
the request of the Company.


 


1.4           “Early
Termination”
means the Termination of Employment before Normal Retirement Age for reasons
other than death, Disability, Termination for Cause or following a Change of
Control.


 


1.5           “Early Termination Date” means the month,
day and year in which Early Termination occurs.


 


1.6           “Effective Date” means May 31, 2002.


 


1.7           “Normal Retirement Age” means the
Executive’s 65th birthday.


 


1.8           “Normal Retirement Date” means the later of
the Normal Retirement Age or Termination of Employment.


 


1.9           “Plan  Year” means a twelve-month period
commencing on January 1 and ending on December 31 of each year.  The initial Plan Year shall commence on the
effective date


 


2

















 


of this Agreement.


 


1.10         “Termination
for Cause” See Article 5.


 


1.11         “Termination of Employment” means that the
Executive ceases to be employed by the Company for any reason, voluntary or
involuntary, other than by reason of a leave of absence approved by the
Company.


 


1.12         “Years of Employment” means the total
number of twelve-month periods during which the Executive has been employed by
the Company.  The Executive was hired by
the Company in June, 1996.


 


Article
2

Lifetime Benefits


 


2.1           Normal Retirement Benefit.  Upon Termination of Employment on or after
the Normal Retirement Age  for reasons other than death, the Company
shall pay to the Executive the benefit described in this Section 2.1 in lieu of
any other benefit under this Agreement.


 


2.1.1          Amount of Benefit.  The annual benefit under this Section 2.1 is
$41,900  (Forty-one thousand nine
hundred dollars).  The Company’s Board
of Directors, in its sole discretion, may increase the annual benefit under
this Section 2.1.1; however, an increase shall require the recalculation of
Schedule A.


 


2.1.2        Payment of Benefit.  The Company shall pay the annual benefit to
the Executive in 12 equal monthly installments commencing with the month
following the Executive’s Normal Retirement Date, paying the annual benefit to
the Executive for a period of 15 years.


 


2.1.3        Benefit Increases.  Commencing on the first anniversary of the
first benefit payment, and continuing on each subsequent anniversary, the
Company’s Board of Directors, at its sole discretion, may increase the benefit.


 


2.2           Early Termination Benefit.  Upon Early Termination, the Company shall
pay to the Executive the benefit described in this Section 2.2 in lieu of any other
benefit under this Agreement.


 


2.2.1        Amount of Benefit.  The benefit
under this Section 2.2 is the Early Termination annual Installment set forth on
Schedule A for the Plan Year ending immediately prior to the Early Termination
Date, determined by one of the following two methods:  a) if the Executive has completed ten (10) Years of Employment
upon the Effective Date of this Agreement, the Executive shall be vested in 50
percent of the Accrual Balance set forth on Schedule A for the first Plan Year
and vest in the remaining 50 percent equally over the remaining Plan Years
until Normal Retirement Age, unless otherwise illustrated on Schedule A; or b)
if the Executive has completed less than ten (10) Years of Employment upon the
Effective Date of this Agreement, the Executive shall be zero percent vested
until completing five (5) Years of


 


3

















 


Employment and then vest
equally over the remaining Plan Years Until Normal Retirement Age.  An increase in the annual benefit under
Section 2.1.1 shall require the recalculation of this benefit on Schedule
A.  This benefit is determined by
calculating a 15-year fixed annuity from the vested Accrual Balance, crediting
interest on the unpaid balance at an annual rate of 7.50 percent, compounded
monthly.


 


2.2.2        Payment of Benefit.  The Company
shall pay the annual benefit to the Executive in 12 equal monthly installments
commencing with the month following Termination of Employment, paying the
annual benefit to the Executive for a period of 15 years.


 


2.2.3        Benefit Increases.  Benefit payments may be increased as
provided in Section 2.1.3.


 


2.3           Disability
Benefit.  If the Executive terminates employment due
to Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.3 in lieu of any other
benefit under this Agreement.


 


2.3.1        Amount of Benefit.  The benefit under this Section 2.3 is the
Disability annual Installment set forth on Schedule A for the Plan Year ending
immediately prior to the date in which Termination of Employment occurs (except
during the first Plan Year, the benefit is the amount set forth for Plan Year
1), determined by one of the following two methods:  a) if the Executive has completed ten (10) Years of Employment
upon the Effective Date of this Agreement, the Executive shall be vested in 50
percent of the Accrual Balance set forth on Schedule A for the first Plan Year
and vest in the remaining 50 percent equally over the remaining Plan Years
until Normal Retirement Age, unless otherwise illustrated on Schedule A; or b)
if the Executive has completed less than ten (10) Years of Employment upon the
Effective Date of this Agreement, the Executive shall be zero percent vested
until completing five (5) Years of Employment and then vest equally over the
remaining Plan Years Until Normal Retirement Age.  An increase in the annual benefit under Section 2.1.1 would
require the recalculation of the Disability benefit on Schedule A.  This benefit is determined by calculating a
15-year fixed annuity from the vested Accrual Balance, crediting interest on
the unpaid balance at an annual rate of 7.50 percent, compounded monthly.


 


2.3.2        Payment of Benefit.  The Company
shall pay the annual benefit to the Executive in 12 equal monthly installments
commencing with the month following Termination of Employment, paying the
annual benefit to the Executive for a period of 15 years.


 


2.3.3        Benefit Increases.  Benefit payments may be increased as
provided in Section 2.1.3.


 


2.4           Change
of Control Benefit.  Upon a
Change of Control, the Company shall pay to the Executive the benefit described
in this Section 2.4 in lieu of any other benefit under this Agreement.


 


2.4.1        Amount of Benefit.  The benefit under this Section 2.4 is the
Change of Control


 


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annual Installment set
forth on Schedule A for the Plan Year ending immediately prior to the date in
which Termination of Employment occurs (except during the first Plan Year, the
benefit is the amount set forth for Plan Year 1), determined by vesting the
Executive in the Normal Retirement Benefit described in Section 2.1.1.


 


2.4.2        Payment of Benefit.   The Company shall pay the annual benefit to the Executive in 12
equal monthly installments commencing with the month following Normal
Retirement Age, paying the annual benefit to the Executive for a period of 15
years.


 


2.4.3        Benefit Increases.  Benefit payments may be increased as
provided in Section 2.1.3.


 


2.4.4        Excess Parachute Payment. 
Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement to the extent the
benefit would create an excise tax under the excess parachute rules of Section
280G of the Code.


 


Article 3

Death Benefits


 


3.1           Death During Active Service.  If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive’s beneficiary
the benefit described in this Section 3.1. 
This benefit shall be paid in lieu of the benefits under Article 2.


 


3.1.1        Amount of Benefit.  The annual benefit under this Section 3.1 is
the Normal Retirement Benefit amount described in Section 2.1.1.


 


3.1.2        Payment of Benefit.  The Company shall pay the annual benefit to
the Executive’s beneficiary in 12 equal monthly installments commencing with
the month following the Executive’s death, paying the annual benefit to the
Executive’s beneficiary for a period of 15 years.


 


3.2           Death During Payment of a Lifetime Benefit.  If the Executive dies after any Lifetime
Benefit payments have commenced under this Agreement but before receiving all
such payments, the Company shall pay the remaining benefits to the Executive’s
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.


 


3.3           Death After Termination of Employment But Before Payment of a Lifetime
Benefit Commences.  If
the Executive is entitled to a Lifetime Benefit under this Agreement, but dies
prior to the commencement of said benefit payments, the Company shall pay the
same benefit payments to the Executive’s beneficiary that the Executive was
entitled to prior to death except that the benefit payments shall commence on
the first day of the month following the date of the Executive’s death.


 


5

















 


Article 4

Beneficiaries


 


4.1           Beneficiary Designations.  The Executive shall designate a beneficiary
by filing a written designation with the Company.  The Executive may revoke or modify the designation at any time by
filing a new designation.  However,
designations will only be effective if signed by the Executive and received by
the Company during the Executive’s lifetime. 
The Executive’s beneficiary designation shall be deemed automatically
revoked if the beneficiary predeceases the Executive, or if the Executive names
a spouse as beneficiary and the marriage is subsequently dissolved.  If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive’s estate.


 


4.2           Facility of Payment.  If a benefit is payable to a minor, to a
person declared incompetent, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incompetent person or incapable person. 
The Company may require proof of incompetence, minority or guardianship
as it may deem appropriate prior to distribution of the benefit.  Such distribution shall completely discharge
the Company from all liability with respect to such benefit.


 


Article 5

General Limitations


 


5.1           Termination for Cause.  Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company terminates the Executive’s employment for:


 


(a)           Conviction of a felony or of a gross
misdemeanor involving moral turpitude; or


(b)           Fraud, disloyalty, dishonesty or
willful violation of any law or significant Company policy committed in
connection with the Executive’s employment and resulting in an adverse effect
on the Company.


 


5.2           Suicide or Misstatement.  The Company shall not pay any benefit under
this Agreement if the Executive commits suicide within three years after the
date of this Agreement.  In addition,
the Company shall not pay any benefit under this Agreement if the Executive has
made any material misstatement of fact on an employment application or resume
provided to the Company, or on any application for any benefits provided by the
Company to the Executive.


 


Article 6

Claims and Review Procedure


 


6.1           Claims
Procedure.  Any person or
entity (“claimant”) who has not received benefits under this Agreement that he
or she believes should be paid shall make a claim for such benefits as


 


6

















 


follows:


 


6.1.1        Initiation
– Written Claim.  The
claimant initiates a claim by submitting to the Company a written claim for the
benefits.


 


6.1.2        Timing
of Company Response.  The
Company shall respond to such claimant within 90 days after receiving the
claim.  If the Company determines that
special circumstances require additional time for processing the claim, the
Company can extend the response period by an additional 90 days by notifying
the claimant in writing, prior to the end of the initial 90-day period, that an
additional period is required.  The
notice of extension must set forth the special circumstances and the date by
which the Company expects to render its decision.


 


6.1.3        Notice
of Decision.  If the Company
denies part or all of the claim, the Company shall notify the claimant in
writing of such denial.  The Company
shall write the notification in a manner calculated to be understood by the
claimant.  The notification shall set
forth:


 


(a)           The specific reasons for the denial;


(b)           A reference to the specific
provisions of the Agreement on which the denial is based;


(c)           A description of any additional
information or material necessary for the claimant to perfect the claim and an
explanation of why it is needed;


(d)           An explanation of the Agreement’s
review procedures and the time limits applicable to such procedures; and


(e)           A statement of the claimant’s right
to bring a civil action under ERISA Section 502(a) following an adverse benefit
determination on review.


 


6.2           Review
Procedure.  If the Company
denies part or all of the claim, the claimant shall have the opportunity for a
full and fair review by the Company of the denial, as follows:


 


6.2.1        Initiation
– Written Request.  To
initiate the review, the claimant, within 60 days after receiving the Company’s
notice of denial, must file with the Company a written request for review.


 


6.2.2        Additional
Submissions – Information Access. 
The claimant shall then have the opportunity to submit written comments,
documents, records and other information relating to the claim.  The Company shall also provide the claimant,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant’s claim for benefits.


 


6.2.3        Considerations
on Review.  In considering
the review, the Company shall take into account all materials and information
the claimant submits relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination.


 


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6.2.4        Timing
of Company Response.  The
Company shall respond in writing to such claimant within 60 days after
receiving the request for review.  If
the Company determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 60 days by notifying the claimant in writing, prior to the end of
the initial 60-day period, that an additional period is required.  The notice of extension must set forth the
special circumstances and the date by which the Company expects to render its
decision.


 


6.2.5        Notice
of Decision.  The Company
shall notify the claimant in writing of its decision on review.  The Company shall write the notification in
a manner calculated to be understood by the claimant.  The notification shall set forth:


 


(a)           The specific reasons for the denial;


(b)           A reference to the specific
provisions of the Agreement on which the denial is based;


(c)           A statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant (as defined in
applicable ERISA regulations) to the claimant’s claim for benefits; and


(d)           A statement of the claimant’s right
to bring a civil action under ERISA Section 502(a).


 


Article 7

Amendments and Termination


 


This Agreement may be
amended or terminated only by a written agreement signed by the Company and the
Executive.


 


Notwithstanding the
previous paragraph in this Article 7, the Company may amend or terminate this
Agreement at any time if, pursuant to legislative, judicial or regulatory
action, continuation of the Agreement would (i) cause benefits to be taxable to
the Executive prior to actual receipt, or (ii) result in significant financial
penalties or other significantly detrimental ramifications to the Company (other
than the financial impact of paying the benefits). However, in no event shall
this Agreement be terminated under this section without payment to the
Executive of any vested benefit.


 


Article 8

Miscellaneous


 


8.1           Binding Effect.  This Agreement shall bind the Executive and the Company, and
their beneficiaries, survivors, executors, successors, administrators and
transferees.


 


8.2           No Guarantee of Employment.  This Agreement is not an employment policy
or contract.  It does not give the
Executive the right to remain an employee of the Company, nor does it interfere


 


8

















 


with the Company’s right to discharge the Executive.  It also does not require the Executive to
remain an employee nor interfere with the Executive’s right to terminate
employment at any time.


 


8.3           Non-Transferability. Benefits under this Agreement cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.


 


8.4           Reorganization. 
The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement.  Upon the
occurrence of such event, the term “Company” as used in this Agreement shall be
deemed to refer to the successor or survivor company.


 


8.5           Tax Withholding.  The Company shall withhold any taxes that are required to be
withheld from the benefits provided under this Agreement.


 


8.6           Applicable Law.  The Agreement and all rights hereunder shall be governed by the
laws of the State of Illinois, except to the extent preempted by the laws of
the United States of America.


 


8.7           Unfunded Arrangement.  The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement.  The benefits represent the
mere promise by the Company to pay such benefits.  The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. 
Any insurance on the Executive’s life is a general asset of the Company
to which the Executive and beneficiary have no preferred or secured claim.


 


8.8           Entire
Agreement.  This Agreement constitutes the entire
agreement between the Company and the Executive as to the subject matter
hereof.  No rights are granted to the
Executive by virtue of this Agreement other than those specifically set forth
herein.


 


8.9           Administration. 
The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:


 


(a)           Establishing and revising the method
of accounting for the Agreement;


(b)           Maintaining a record of benefit
payments; and


(c)           Establishing rules and prescribing
any forms necessary or desirable to administer the Agreement.


 


8.10         Named Fiduciary. The Company shall be the
named fiduciary and plan administrator under this Agreement.  It may delegate to others certain aspects of
the management and operational responsibilities including the employment of
advisors and the delegation of ministerial duties to qualified individuals.


 


9

















 


IN WITNESS WHEREOF, the
Executive and the Company have signed this Agreement.


 


	
  EXECUTIVE:

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ELGIN
  FINANCIAL SAVINGS BANK

  
	
   

  	
   

  	
   

  
	
  /s/
  Leo Flanagan

  	
   

  	
  By 

  	
  /s/
  Barrett J. O'Connor

  
	
  Leo
  Flanagan

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
  President/CEO

  
					



 


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BENEFICIARY DESIGNATION


 


ELGIN FINANCIAL SAVINGS BANK
 SUPPLEMENTAL EXECUTIVE RETIREMENT
AGREEMENT


 


LEO FLANAGAN


 


I designate the following
as beneficiary of any death benefits under this Agreement:


 


Primary:
Carol M. Flanagan


 


 


Contingent:
Ken Casroso and Sean Flanagan. Each as to undivided 50% interest.


 


 


Note:  To name a trust as beneficiary, please provide the name of the
trustee(s) and the exact name and date of the trust agreement.


 


I understand that I may
change these beneficiary designations by filing a new written designation with
the Company.  I further understand that
the designations will be automatically revoked if the beneficiary predeceases
me, or, if I have named my spouse as beneficiary and our marriage is
subsequently dissolved.


 


 


	
  Signature

  	
  /s/ Leo Flanagan

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  	
   

  
					



 


 


Received by the Company
this 28th day of June, 2002.


 


 


	
  By

  	
  /s/ Barrett J. O'Connor

  	
   

  
	
   

  	
   

  
	
  Title

  	
  President/CEO

  	
   

  
					



 


 


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  Clark/Bardes
  Consulting

  	
   

  	
   

  	
  Elgin
  Financial Savings Bank

  
	
  Banking
  Practices

  	
   

  	
   

  	
  Supplemental
  Executive Retirement Agreement - Schedule A

  



 


Leo Flanagan


	
   

  
	
  DOB: 10/4/1942

  Plan Anniv Date: 1/1/2003 

  Retirement Age: 65 

  Payments: Monthly Installments

  	
   

  	
  Early Termination

  	
   

  	
  Disability

  	
   

  	
  Change of Control

  	
   

  	
  Preretirement Death Benefit

  
	
   

  	
  Installment

  	
   

  	
  Installment

  	
   

  	
  Installment

  	
   

  	
   

  
	
   

  	
  Payable Immediately

  	
   

  	
  Payable Immediately

  	
   

  	
  Payable at 65

  	
   

  	
  Installment

  
	
  Period

  Ending

  Dec of

  	
   

  	
  Age

  	
   

  	
  Benefit Level

  	
   

  	
  Accrual Balance

  	
   

  	
  Vesting

  	
   

  	
  Based On Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On Benefit

  	
   

  	
  Based On Benefit

  
	
   

  	
   

  	
   

  	
   

  	
  (1)

  	
   

  	
  (2)

  	
   

  	
  (3)

  	
   

  	
  (4)

  	
   

  	
  (5)

  	
   

  	
  (6)

  	
   

  	
  (7)

  	
   

  	
  (8)

  	
   

  	
  (9)

  
	
  2002(1)

  	
   

  	
  60

  	
   

  	
  41,900

  	
   

  	
  54,441

  	
   

  	
  20

  	
  %

  	
  1,204

  	
   

  	
  20

  	
  %

  	
  1,204

  	
   

  	
  100

  	
  %

  	
  41,900

  	
   

  	
  41,900

  
	
  2003

  	
   

  	
  61

  	
   

  	
  41,900

  	
   

  	
  113,108

  	
   

  	
  40

  	
  %

  	
  5,002

  	
   

  	
  40

  	
  %

  	
  5,002

  	
   

  	
  100

  	
  %

  	
  41,900

  	
   

  	
  41,900

  
	
  2004

  	
   

  	
  62

  	
   

  	
  41,900

  	
   

  	
  176,329

  	
   

  	
  60

  	
  %

  	
  11,696

  	
   

  	
  60

  	
  %

  	
  11,696

  	
   

  	
  100

  	
  %

  	
  41,900

  	
   

  	
  41,900

  
	
  2005

  	
   

  	
  63

  	
   

  	
  41,900

  	
   

  	
  244,459

  	
   

  	
  80

  	
  %

  	
  21,620

  	
   

  	
  80

  	
  %

  	
  21,620

  	
   

  	
  100

  	
  %

  	
  41,900

  	
   

  	
  41,900

  
	
  2006

  	
   

  	
  64

  	
   

  	
  41,900

  	
   

  	
  317,877

  	
   

  	
  100

  	
  %

  	
  35,141

  	
   

  	
  100

  	
  %

  	
  35,141

  	
   

  	
  100

  	
  %

  	
  41,900

  	
   

  	
  41,900

  
	
  Oct
  2007

  	
   

  	
   

  	
   

  	
  41,900

  	
   

  	
  379,012

  	
   

  	
  100

  	
  %

  	
  41,900

  	
   

  	
  100

  	
  %

  	
  41,900

  	
   

  	
  100

  	
  %

  	
  41,900

  	
   

  	
  41,900

  
	
  First Payment Date of November 1, 2007

  













(1) Assumes an implementation date of January
1, 2002.  The first line reflects 12
months of data, January 2002 through December 2002.


 


 


 


 


 


 


 


	
  /s/ Barrett J. O'Connor

  	
   

  	
  /s/ Leo Flanagan

  	
   

  	
  June 28, 2002

  	
   

  
	
  Elgin Financial Savings
  Bank

  	
   

  	
  Participant

  	
   

  	
  Date

  	
   

  



 


 


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