Exhibit 10.5


                     HOME FEDERAL SAVINGS & LOAN ASSOCIATION
                              AMENDED AND RESTATED
                      DIRECTOR DEFERRED INCENTIVE AGREEMENT


         THIS DIRECTOR DEFERRED INCENTIVE AGREEMENT (the "Agreement") is adopted
this _________ day of _________________, 20__, by and between HOME FEDERAL
SAVINGS & LOAN ASSOCIATION, a nationally-chartered savings and loan association
located in Nampa, Idaho (the "Bank"), and _____________ (the "Director").

         On _____________, the Bank and the Director entered into the Home
Federal Savings & Loan Association Director Deferred Incentive Agreement (the
"Prior Agreement"). This Agreement amends and restates the Prior Agreement, and
any amendments thereto, in its entirety.

         The purpose of this Agreement is to encourage the Director to remain a
member of the Bank's Board of Directors, to make a provision for deferred
incentive compensation, and to allow the Director to defer payment of all or
some of the other compensation received by the Director for service on the
Bank's Board of Directors. The Bank will pay the benefits from its general
assets.

         The Bank and the Director agree as provided herein.


                                    Article 1
                                   Definitions


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

1.1      "Beneficiary" means each designated person, or the estate of the
         deceased Director, entitled to benefits, if any, upon the death of the
         Director determined pursuant to Article 7.

1.2      "Beneficiary Designation Form" means the form established from time to
         time by the Plan Administrator that the Director completes, signs and
         returns to the Plan Administrator to designate one or more
         Beneficiaries.

1.3      "Code" means the Internal Revenue Code of 1986, as amended.


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<PAGE>


1.4      "Deferral Account" means the Bank's accounting of the incentive awards,
         if any, determined under Article 2, plus Director Deferrals, if any,
         plus accrued interest.

1.5      "Director Deferrals" means the amount of Fees which the Director elects
         to defer according to this Agreement.

1.6      "Effective Date" means ___________________.

1.7      "Election Form" means the form attached hereto as Exhibit A.

1.8      "Extraordinary Items" means those items recognized by Generally
         Accepted Accounting Principles as extraordinary that substantially
         affect shareholder equity and/or the Bank's assets. Examples of such
         items include but are not limited to stock redemptions, mergers,
         acquisitions, stock splits and other items of that nature.

1.9      "Fees" means the total directors fees payable to the Director during a
         Plan Year.

1.10     "Plan Administrator" means the plan administrator described in Article
         11.

1.11     "Plan Year" means the Bank's fiscal year ending on each September 30,
         except that the first Plan Year shall be a short plan year commencing
         on the Effective Date and ending on the next following September 30.


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1.12     "Return On Assets (ROA)" means the Bank's after-tax net income at the
         end of the most recent fiscal year, before payment of any common stock
         dividends and adjusted for Extraordinary Items, divided by the Bank's
         average assets for the same fiscal year, as determined by the Bank's
         independent auditor based upon certified financial statements for the
         pertinent year.

1.13     "Return on Equity (ROE)" means the Bank's after-tax net income at the
         end of the most recent fiscal year, before payment of any common stock
         dividends and adjusted for Extraordinary Items, divided by the Bank's
         average equity for the same fiscal year, as determined by the Bank's
         independent auditor based upon certified financial statements for the
         pertinent year.

1.14     "Rollover Amount" means the amounts in the Deferral Account balance as
         of the date this Agreement is adopted.

1.15     "Termination of Service" means the Director ceases to be a member of
         the Bank's Board of Directors for any reason whatsoever, other than by
         reason of a leave of absence approved by the Bank.


                                    Article 2
                                    Incentive


2.1      Incentive Award. The Bank's ROA and ROE for the most recent completed
         Plan Year shall determine the Director's Incentive Award Percentage, in
         accordance with the following chart:


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<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
 RETURN ON ASSETS                         INCENTIVE AWARD PERCENTAGE FOR PLAN YEARS ENDING AFTER 2003
----------------------------------------------------------------------------------------------------------------------------
<S>                  <C>     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
   1.36 and up       60      60     60     60     60     60     60     60     60     60     60     60     60     60     60
----------------------------------------------------------------------------------------------------------------------------
      1.32           56      56     56     56     56     56     56     56     56     56     56     56     56     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.27           52      52     52     52     52     52     52     52     52     52     52     52     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.23           48      48     48     48     48     48     48     48     48     48     48     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.18           44      44     44     44     44     44     44     44     44     44     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.14           40      40     40     40     40     40     40     40     40     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.11           36      36     36     36     36     36     36     36     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.09           32      32     32     32     32     32     32     32     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.06           28      28     28     28     28     28     28     32     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.04           24      24     24     24     24     24     28     32     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      1.01           20      20     20     20     20     24     28     32     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      0.99           16      16     16     16     20     24     28     32     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      0.96           12      12     12     16     20     24     28     32     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      0.94            8       8     12     16     20     24     28     32     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
      0.91            4       8     12     16     20     24     28     32     36     40     44     48     52     56     60
----------------------------------------------------------------------------------------------------------------------------
                    10.45   10.72  11.00  11.27  11.54  11.81  12.08  12.36  12.63  12.90  13.38  13.85  14.33  14.80  15.28
                    --------------------------------------------------------------------------------------------------------
                                                                RETURN ON EQUITY
                    --------------------------------------------------------------------------------------------------------
</TABLE>

         The above chart is subject to change at the sole discretion of the
         Bank's Board of Directors, and such change shall be prospective and not
         effective until the Plan Year immediately following such change.

         The Incentive Award is calculated annually by taking the Director's
         Fees for the Plan Year for which the ROA and ROE were calculated times
         the Incentive Award Percentage. For example, if the Bank's ROE is 15.6%
         and ROA is 1.31% and the Director's fees were $10,000 for the Plan Year
         ended September 30, 200X, the Incentive Award for 200X would be $6,000
         ($10,000 X 60%).

2.2      Incentive Deferral. As of December 31 of each year while this Agreement
         is in effect, the Bank shall declare the Incentive Award for the most
         recently completed Plan Year in the form of compensation and credit
         such amount to the Deferral Account.


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<PAGE>


                                    Article 3
                               Director Deferrals

3.1      Initial Election. In addition to the Incentive Award Deferral under
         Article 2, the Director may make an initial deferral election under
         this Agreement by filing with the Plan Administrator a signed Election
         Form within thirty (30) days after the date this Agreement is first
         executed. The Election Form shall set forth the Director Deferrals and
         shall be effective to defer only Fees earned after the date the
         election form is received by the Plan Administrator.

3.2      Election Changes.

         3.2.1    Generally. The Director may modify the amount of Fees to be
                  deferred by filing a subsequent signed Election Form with the
                  Plan Administrator. The modified Election Form shall not be
                  effective until the calendar year following the year in which
                  such Election Form is received by the Plan Administrator.

         3.2.2    Hardship. If an unforeseeable emergency arising from the death
                  of a family member, divorce, sickness, injury, catastrophe or
                  similar event outside the control of the Director occurs, the
                  Director, by written instructions to the Plan Administrator,
                  may immediately reduce future deferrals under this Agreement.
                  Provided, however, that if legislation and related regulations
                  are enacted that provide for a specific definition and
                  procedure for unforeseeable emergencies, such legislation and
                  regulations shall automatically upon enactment apply to this
                  Agreement.


                                    Article 4
                                Deferral Account


4.1      Establishing and Crediting. The Bank shall establish a Deferral Account
         on its books for the Director, and shall credit to the Deferral Account
         the following amounts:

         4.1.1    Rollover Amount. The Rollover Amount from the Prior Agreement,
                  determined as of the date this Agreement is adopted.

         4.1.2    Incentive Deferrals. The Incentive Awards, if any, determined
                  under Article 2.

         4.1.3    Director Deferrals. The Director Deferrals, if any, determined
                  under Article 3, as of the date they


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<PAGE>



                  would have otherwise been paid to the Director.

         4.1.4    Interest. On September 30 of each Plan Year and immediately
                  prior to the payment of any benefits, unless otherwise stated,
                  interest shall be credited to the account balance since the
                  preceding credit under this Section 4.1.4, if any, at an
                  annual rate equal to the ROE for such Plan Year, compounded
                  monthly.

         The Deferral Account shall be debited to reflect any withdrawals or
distributions.

4.2      Statement of Accounts. The Bank shall provide to the Director, within
         ninety (90) days after the end of each Plan Year, a statement setting
         forth the Deferral Account balance as of the end of the preceding Plan
         Year.

4.3      Accounting Device Only. The Deferral Account is solely a device for
         measuring amounts to be paid, if any, under this Agreement. The
         Deferral Account is not a trust fund of any kind. The Director is a
         general unsecured creditor of the Bank for the payment of benefits. The
         benefits represent the mere Bank promise to pay such benefits. The
         Director's rights are not subject in any manner to anticipation,
         alienation, sale, transfer, assignment, pledge, encumbrance,
         attachment, or garnishment by the Director's creditors.

                                    Article 5
                            Benefits During Lifetime

5.1      Termination of Service. Upon Termination of Service for reasons other
         than death, the Bank shall pay to the Director the benefit described in
         this Section 5.1 in lieu of any other benefits under this Article.


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<PAGE>


         5.1.1    Amount of Benefit. The benefit under this Section 5.1 is the
                  total Deferral Account balance as of the Director's
                  Termination of Service.

         5.1.2    Payment of Benefit. The Bank shall pay the benefit to the
                  Director in one hundred twenty (120) consecutive equal monthly
                  installments commencing on the first day of the month
                  following the Director's Termination of Service. The Bank
                  shall continue to credit interest at an annual rate of seven
                  and one-half percent (7.5%), compounded monthly, on the
                  remaining total Deferral Account balance during the
                  installment period.

5.2      Hardship Distribution. If an unforeseeable emergency arising from the
         death of a family member, divorce, sickness, injury, catastrophe or
         similar event outside the control of the Director or Beneficiary
         occurs, the Bank, following petition by the Director or the Beneficiary
         and in its sole discretion, may distribute to the Director or
         Beneficiary all or a portion of the Deferral Account balance need to
         address the unforeseeable emergency. In no event shall the distribution
         be greater than is necessary to relieve the financial hardship, plus
         the amount of income taxes on such distribution. Provided, however,
         that if legislation and related regulations are enacted that provide
         for a specific definition and procedure for unforeseeable emergencies,
         such legislation and regulations shall automatically upon enactment
         apply to this Agreement.

                                    Article 6
                                 Death Benefits

6.1      Death During Active Service. If the Director dies while in the active
         service of the Bank, the Bank shall pay to the Beneficiary the benefit
         described in this Section 6.1 in lieu of the benefits of Article 5.


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<PAGE>


         6.1.1    Amount of Benefit. The benefit under Section 6.1 is the
                  greater of (a) the total Deferral Account balance as of the
                  date of the Director's death, or (b) _________________
                  ($_______). Provided, however, that if the Director commits
                  suicide the benefit under this Section 6.1 is the total
                  Deferral Account balance as of the date of the Director's
                  death.

         6.1.2    Payment of Benefit. The Bank shall pay the benefit to the
                  Beneficiary in one hundred twenty (120) consecutive equal
                  monthly installments commencing within sixty (60) days
                  following the Director's death and continuing on the first of
                  each month thereafter. The Bank shall continue to credit
                  interest at an annual rate of seven and one-half percent
                  (7.5%), compounded monthly, on the remaining Deferral Account
                  balance during the installment period.

6.2        Death During Payment of a Benefit. If the Director dies after any
           benefit payments have commenced under Article 5 of this Agreement but
           before receiving all such payments, the Bank shall pay the remaining
           benefits to the Beneficiary at the same time and in the same amounts
           they would have been paid to the Director had the Director survived.


                                    Article 7
                                  Beneficiaries


7.1      Beneficiary Designation. The Director shall have the right, at any
         time, to designate a Beneficiary(ies) to receive any benefits payable
         under this Agreement upon the death of the Director. The Beneficiary
         designated under this Agreement may be the same as or different from
         the beneficiary designation under any other benefit plan of the Bank in
         which the Director participates.

7.2      Beneficiary Designation: Change. The Director shall designate a
         Beneficiary by completing and signing the Beneficiary Designation Form,
         and delivering it to the Plan Administrator or its designated agent.
         The Director's


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<PAGE>


         Beneficiary designation shall be deemed automatically revoked if the
         Beneficiary predeceases the Director or if the Director names a spouse
         as Beneficiary and the marriage is subsequently dissolved. The Director
         shall have the right to change a Beneficiary by completing, signing and
         otherwise complying with the terms of the Beneficiary Designation Form
         and the Plan Administrator's rules and procedures, as in effect from
         time to time. Upon the acceptance by the Plan Administrator of a new
         Beneficiary Designation Form, all Beneficiary designations previously
         filed shall be cancelled. The Plan Administrator shall be entitled to
         rely on the last Beneficiary Designation Form filed by the Director and
         accepted by the Plan Administrator prior to the Director's death.

7.3      Acknowledgment. No designation or change in designation of a
         Beneficiary shall be effective until received, accepted and
         acknowledged in writing by the Plan Administrator or its designated
         agent.

7.4      No Beneficiary Designation. If the Director dies without a valid
         beneficiary designation, or if all designated Beneficiaries predecease
         the Director, then the Director's spouse shall be the designated
         Beneficiary. If the Director has no surviving spouse, the benefits
         shall be made to the personal representative of the Director's estate.

7.5      Facility of Payment. If the Plan Administrator determines in its
         discretion that a benefit is to be paid to a minor, to a person
         declared incompetent, or to a person incapable of handling the
         disposition of that person's property, the Plan Administrator may
         direct payment of such benefit to the guardian, legal representative or
         person having the care or custody of such minor, incompetent person or
         incapable person. The Plan Administrator may require proof of
         incompetence, minority 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 Director and the Director's Beneficiary,
         as the case may be, and shall be a complete discharge of any liability
         under the Agreement for such payment amount.

                                    Article 8
                               General Limitations

8.1      Misstatement. Notwithstanding any provision of this Agreement to the
         contrary, the Bank shall not pay any benefit under this Agreement if
         the Director has made any material misstatement of fact on any
         application for life insurance owned by the Bank on the Director's
         life.


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<PAGE>

                                    Article 9
                          Claims and Review Procedures


9.1      Claims Procedure. A Director or Beneficiary ("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 follows:

         9.1.1    Initiation - Written Claim. The claimant initiates a claim by
                  submitting to the Plan Administrator a written claim for the
                  benefits.

         9.1.2    Timing of Plan Administrator Response. The Plan Administrator
                  shall respond to such claimant within ninety (90) days after
                  receiving the claim. If the Plan Administrator determines that
                  special circumstances require additional time for processing
                  the claim, the Plan Administrator can extend the response
                  period by an additional ninety (90) days by notifying the
                  claimant in writing, prior to the end of the initial ninety
                  (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 Plan Administrator expects to render
                  its decision.

         9.1.3    Notice of Decision. If the Plan Administrator denies part or
                  all of the claim, the Plan Administrator shall notify the
                  claimant in writing of such denial. The Plan Administrator
                  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 this
                           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, and


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<PAGE>


                  (d)      An explanation of this Agreement's review procedures
                           and the time limits applicable to such procedures.

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

         9.2.1    Initiation - Written Request. To initiate the review, the
                  claimant, within 60 days after receiving the Plan
                  Administrator's notice of denial, must file with the Plan
                  Administrator a written request for review.

         9.2.2    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 Plan Administrator shall also provide the claimant,
                  upon request and free of charge, reasonable access to, and
                  copies of, all documents, records and other information
                  relevant to the claimant's claim for benefits.

         9.2.3    Considerations on Review. In considering the review, the Plan
                  Administrator 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.

         9.2.4    Timing of Plan Administrator Response. The Plan Administrator
                  shall respond in writing to such claimant within 60 days after
                  receiving the request for review. If the Plan Administrator
                  determines that special circumstances require additional time
                  for processing the claim, the Plan Administrator 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 Plan Administrator expects to render its
                  decision.


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<PAGE>


         9.2.5    Notice of Decision. The Plan Administrator shall notify the
                  claimant in writing of its decision on review. The Plan
                  Administrator 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 this
                           Agreement on which the denial is based, and
                  (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 to the claimant's claim for
                           benefits.


                                   Article 10
                           Amendments and Termination


10.1     Generally. This Agreement may be amended or terminated only by a
         written agreement signed by the Bank and the Director.

10.2     Exceptions. Notwithstanding Section 10.1, the Bank's Board of Directors
         may amend or terminate the 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 Director prior
         to actual receipt, or (ii) result in significant financial penalties or
         other significantly detrimental ramifications to the Bank (other than
         the financial impact of paying the benefits). In no event shall this
         Agreement be terminated under this section without payment to the
         Director of the Deferral Account in a lump sum within sixty (60) days
         of such termination.

10.3     No amendment under Section 10.2 shall reduce or otherwise restrict the
         Director's Deferral Account balance as of the date of such amendment.
         In the event of any termination under Section 10.2, the Bank shall pay
         to the Director the portion of the Deferral Account attributed to the
         Director's Deferrals and interest credited on such amounts, determined
         as if the date of such termination, in a lump sum within (30) days of
         such termination.

                                   Article 11
                           Administration of Agreement

11.1     Plan Administrator Duties. This Agreement shall be administered by a
         Plan Administrator which shall consist of the Board, or such committee
         or person(s) as the


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         Board shall appoint. The Director may be a member of the Plan
         Administrator. The Plan Administrator shall also have the discretion
         and authority to (i) make, amend, interpret and enforce all appropriate
         rules and regulations for the administration of this Agreement and (ii)
         decide or resolve any and all questions including interpretations of
         this Agreement, as may arise in connection with the Agreement.

11.2     Agents. In the administration of this Agreement, the Plan Administrator
         may 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.

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

11.4     Indemnity of Plan Administrator. The Bank shall indemnify and hold
         harmless the members of the Plan Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Agreement, except in the
         case of willful misconduct by the Plan Administrator or any of its
         members.

11.5     Bank Information. To enable the Plan Administrator to perform its
         functions, the Bank shall supply full and timely information to the
         Plan Administrator on all matters relating to the Director's Fee, to
         the date and circumstances of the death or Termination of Service of
         the Director, and such other pertinent information as the Plan
         Administrator may reasonably require.

                                   Article 12
                                  Miscellaneous

12.1     Binding Effect. This Agreement shall bind the Director and the Bank,
         and their beneficiaries, survivors, executors, successors,
         administrators and transferees.

12.2     No Guarantee of Service. This Agreement is not a contract for services.
         It does not give the Director the right to remain a director of the
         Bank, nor does it interfere with the association's members' right to
         replace the Director. It also does not require the Director to remain a
         director nor interfere with the Director's right to terminate services
         at any time.

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

12.4     Tax Withholding. The Bank shall withhold any taxes that, in its
         reasonable


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<PAGE>


         judgment, are required to be withheld from the benefits provided under
         this Agreement. The Director acknowledges that the Bank's sole
         liability regarding taxes is to forward any amounts withheld to the
         appropriate taxing authority(ies).

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

12.6     Unfunded Arrangement. The Director and beneficiary are general
         unsecured creditors of the Bank for the payment of benefits under this
         Agreement. The benefits represent the mere promise by the Bank 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 Director's life is a general asset of the Bank to which the
         Director and beneficiary have no preferred or secured claim.

12.7     Reorganization. The Bank 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 Bank under this Agreement. Upon the occurrence of
         such event, the term "Bank" as used in this Agreement shall be deemed
         to refer to the successor or survivor company.

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

12.9     Interpretation. Wherever the fulfillment of the intent and purpose of
         this Agreement requires, and the context will permit, the use of the
         masculine gender includes the feminine and use of the singular includes
         the plural.


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<PAGE>


12.10    Alternative Action. In the event it shall become impossible for the
         Bank or the Plan Administrator to perform any act required by this
         Agreement, the Bank or Plan Administrator may in its discretion perform
         such alternative act as most nearly carries out the intent and purpose
         of this Agreement and is in the best interests of the Bank.

12.11    Headings. Article and section headings are for convenient reference
         only and shall not control or affect the meaning or construction of any
         of its provisions.

12.12    Validity. In case any provision of this Agreement shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Agreement shall be construed and
         enforced as if such illegal and invalid provision has never been
         inserted herein.

12.13    Notice. Any notice or filing required or permitted to be given to the
         Bank or Plan Administrator under this Agreement shall be sufficient if
         in writing and hand-delivered, or sent by registered or certified mail,
         to the address below:



                    -----------------------------------------

                    -----------------------------------------

                    -----------------------------------------


         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 the Director
         under this Agreement shall be sufficient if in writing and
         hand-delivered, or sent by mail, to the last known address of the
         Director.


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<PAGE>


         IN WITNESS WHEREOF, the Director and a duly authorized representative
of the Bank have signed this Agreement.

DIRECTOR:                                BANK:

                                         HOME FEDERAL SAVINGS & LOAN ASSOCIATION

                                         By:
                                            ------------------------------------
----------------------------             Title:
                                               ---------------------------------

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