Gorski Retirement Agreement


    EXHIBIT 10.4

    


    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    


    HOMEFEDERAL
      BANK

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT AGREEMENT

    


    


    THIS
      SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this
      3rd day of November, 2005, by and between HOMEFEDERAL BANK, an Indiana-chartered
      commercial
      bank located in Columbus, Indiana (“Bank”) and
      Mark
      T. Gorski (the “Executive”). The purpose of this Agreement is to provide
      specified benefits to the Executive, a member of a
      select
      group of management or highly compensated employees who contribute materially
      to
      the continued growth, development, and future business success of the
Bank.
      This Agreement shall be unfunded for tax purposes and for purposes of Title
      I of
      the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from
      time to time. 

    


    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 Executive,
                entitled to benefits, if any, upon the death of the Executive determined
                pursuant to Article 4.

            


    

    


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

            


    

    


    
      	1.3  	
              “Board”
                means the Board of Directors of the Bank as from time to time
                constituted.

            


    

    


    
      	1.4  	
              “Change
                in Control”
                means a change in the ownership or effective control of the Bank,
                or in
                the ownership of a substantial portion of the assets of the Bank,
                as such
                change is defined in Section 409A of the Code and regulations thereunder.
                

            


    

    


    
      	1.5  	
              “Code”
                means the Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	1.6  	
              “Disability”
                means Executive (i) is unable to engage in any substantial gainful
                activity by reason of any medically determinable physical or mental
                impairment which can be expected to result in death or can be expected
                to
                last for a continuous period of not less than 12 months, or (ii)
                is, by
                reason of any medically determinable physical or mental impairment
                which
                can be expected to result in death or can be expected to last for
                a
                continuous period of not less than 12 months, receiving income replacement
                benefits for a period of not less than 3 months under an accident
                and
                health plan covering employees of the Executive’s employer. Medical
                determination of Disability may be made by either the Social Security
                Administration or by the provider of an accident or health plan covering
                employees of the Executive’s employer. Upon the request of the Plan
                Administrator, the 

            


    


    
      
        
        

      

      
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    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    


    Executive
      must submit proof to the Plan Administrator of Social Security Administration’s
      or the provider’s determination.

    


    
      	1.7  	
              “Early
                Termination”
                means Separation from Service before Normal Retirement Age for reasons
                other than death, Disability, Termination for Cause, or following
                a Change
                in Control.

            


    

    


    
      	1.8  	
              “Effective
                Date”
                means July 1, 2005.

            


    

    


    
      	1.9  	
              “Normal
                Retirement Age”
                means the Executive attaining age sixty-five
                (65).

            


    

    


    
      	1.10  	
              “Plan
                Administrator”
                means the plan administrator described in Article
                6.

            


    

    


    
      	1.11  	
              “Plan
                Year”
                means each twelve-month period commencing on July 1 and ending on
                June 30
                of each year. The initial Plan Year shall commence on the Effective
                Date
                of this Agreement and end on the following June 30,
                2006.

            


    

    


    
      	1.12  	
              “Schedule
                A”
                means the schedule attached to this Agreement and made a part hereof.
                Schedule A shall be updated upon a change in any of the benefits
                under
                Articles 2 or 3.

            


    

    


    
      	1.13  	
              “Separation
                from Service”
                means
                that the Executive’s service, as an employee and independent contractor,
                to the Bank and any member of a controlled group as defined in Section
                414
                of the Code to which the Bank belongs, has terminated for any reason,
                other than by reason of a leave of absence approved by the Bank or
                the
                death of the Executive.

            


    

    


    
      	1.14  	
              “Termination
                for Cause”
                has that meaning set forth in Article
                5.

            


    

    


    Article
      2

    Distributions
      During Lifetime

    


    
      	
              2.1

            	
              Normal
                Retirement Benefit.
                If the Executive has a Separation from Service on or after Normal
                Retirement Age, the Bank shall distribute to the Executive the benefit
                described in this Section 2.1 in lieu of any other benefit under
                this
                Article.

            


    

    
      
        	 	 	 


      

      
        	 	
                2.1.1

              	
                Amount
                  of Benefit.
                  The annual benefit under this Section 2.1 is Fifty Thousand Dollars
                  ($50,000). 

              


      

    

    


    
      	 	
              2.1.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the annual benefit to the Executive in
                twelve
                (12) equal monthly installments commencing on the first day of the
                month
                following the Executive’s Normal Retirement Age. The annual benefit shall
                be distributed to the Executive for fifteen (15)
                years.

            


    

    


    
      	
              2.2

            	
              Early
                Termination Benefit.
                Upon the Executive’s Early Termination, the Bank shall distribute to the
                Executive the benefit described in this Section 2.2 in lieu of any
                other
                benefit under this Article.

            


    


    
      
        
        

      

      
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    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    
      	 	
              2.2.1

            	
              Amount
                of Benefit.
                The
                annual benefit under this Section 2.2 is the Early Termination benefit
                set
                forth on Schedule A for the Plan Year that ended immediately prior
                to the
                date on which Separation from Service occurs.  

            


    

    


    
      	 	
              2.2.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the annual benefit to the Executive in
                twelve
                (12) equal monthly installments commencing within Sixty (60) days
                following Separation from Service. The annual benefit shall be distributed
                to the Executive for fifteen (15)
                years.

            


    

    


    


    
      	
              2.3

            	
              Disability
                Benefit.
                If
                the Executive’s Disability results in Separation from Service prior to
                Normal Retirement Age, the Bank shall distribute to the Executive
                the
                benefit described in this Section 2.3 in lieu of any other benefit
                under
                this Article.

            


    

    


    
      	 	
              2.3.1

            	
              Amount
                of Benefit. The
                annual benefit under this Section 2.3 is the Disability benefit set
                forth
                on Schedule A for the Plan Year that ended immediately prior to the
                date
                on which Separation from Service due to Disability occurs.
                

            


    

    


    
      	 	
              2.3.2

            	
              Distribution
                of Benefit.
                The Bank shall distribute the annual benefit to the Executive in
                twelve
                (12) equal monthly installments commencing within Sixty (60) days
                following Normal Retirement Age. The annual benefit shall be distributed
                to the Executive for fifteen (15)
                years.

            


    

     

     

    
      	
              2.4

            	
              Change
                in Control Benefit.
                If a Change in Control occurs while the Executive is a full time
                employee
                and prior to his Normal Retirement Age, the Bank shall distribute
                to the
                Executive the benefit described in this Section 2.4 in lieu of any
                other
                benefit under this Article. 

            


    

     

    
      	 	
              2.4.1

            	
              Amount
                of Benefit. The
                annual benefit under this Section 2.4 is the Change in Control benefit
                set
                forth on Schedule A for the Plan Year that ended immediately prior
                to the
                date on which Separation from Service occurs.


            


    

    


    
      	2.4.2  	
              Distribution
                of Benefit.
                The Bank shall distribute the annual benefit to the Executive in
                twelve
                (12) equal monthly installments commencing within Sixty (60) days
                following Separation from Service. The annual benefit shall be distributed
                to the Executive for fifteen (15)
                years.

            


    

    


    
      	2.4.3  	
              Parachute
                Payments.
                Notwithstanding
                any provision of this Agreement to the contrary, to the extent any
                distribution(s), if made, under this Section 2.4 would be treated
                as an
                “excess parachute payment” under Section 280G of the Code, the Bank shall
                reduce or delay the distribution(s) to the extent it would not be
                an
                excess parachute payment.

            


    


    
      
        
        

      

      
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    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    
      	
              2.5

            	
              Restriction
                on Timing of Distribution. 
                Notwithstanding any provision of this Agreement to the contrary,
                if the
                Executive is considered a “specified employee” under Section
                409A of the Code  and regulations thereunder, benefit
                distributions that qualify  as a "separation from service" 
                under Section 409A of the Code and regulations thereunder may not
                commence
                earlier than six (6) months after the date of such  separation
                from service.

            


    

    


    Article
      3

    Distribution
      at Death

    


    
      	
              3.1

            	
              Death
                During Active Service.
                If the Executive dies while in the active service to the Bank, the
                Bank
                shall distribute to the Beneficiary the benefit described in this
                Section
                3.1. This benefit shall be distributed in lieu of the benefits under
                Article 2.

            


    

    


    
      	3.1.1  	
              Amount
                of Benefit.
                The
                benefit under this Section 3.1 is the death benefit set forth on
                Schedule
                A for the most recent Plan Year prior to the Executive’s date of death.
                

            


    

    


    
      	 	
              3.1.2

            	
              Distribution
                of Benefit.
                Unless
                otherwise elected by the Executive on the Election Form, the Bank
                shall
                pay the benefit to the Beneficiary in a lump sum, within Sixty (60)
                days
                following receipt by the Bank of the Executive's death certificate.
                If the
                Executive elects an alternative form of payment, the benefit shall
                be
                determined by calculating an annuity for the elected number of years,
                crediting interest on the unpaid balance at an annual rate equal
                to the
                yield on a 10-year U.S. Treasury Note, measured as of the end of
                the month
                prior to the date of the Executive’s
                death.

            


    

    


    
      	
              3.2

            	
              Death
                During Distribution of a Benefit.
                If the Executive dies after any benefit distributions have commenced
                under
                this Agreement but before receiving all such distributions, the Bank
                shall
                distribute to the Beneficiary the remaining benefits at the same
                time and
                in the same amounts they would have been distributed to the Executive
                had
                the Executive survived.

            


    

    


    
      	
              3.3

            	
              Death
                After Separation from Service But Before Benefit Distributions
                Commence. If
                the Executive is entitled to benefit distributions under this Agreement,
                but dies prior to the commencement of said benefit distributions,
                the Bank
                shall distribute to the Beneficiary the same benefits that the Executive
                was entitled to prior to death except that the benefit distributions
                shall
                commence within Sixty (60) days following receipt by the Bank of
                the
                Executive’s death certificate.

            


    

    


    Article
      4

    Beneficiaries

    


    
      	
              4.1

            	
              Beneficiary.
                The
                Executive shall have the right, at any time, to designate a Beneficiary(ies)
                to receive any benefit distributions under this Agreement to a
                Beneficiary

            


    

    
 

    
      
        
        

      

      
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    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    


       
      upon the death of the Executive. The Beneficiary designated under this Agreement
      may be the same as or different from the beneficiary designation under any
      other
      plan of the Bank in which the Executive participates. 

    


    
      	
              4.2

            	
              Beneficiary
                Designation: Change.
                The Executive shall designate a Beneficiary by completing and signing
                the
                Beneficiary Designation Form, and delivering it to the Plan Administrator
                or its designated agent. 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. The Executive 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 Executive and accepted by the Plan Administrator prior to
                the
                Executive’s death.

            


    

    


    
      	
              4.3

            	
              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.

            


    

    


    
      	
              4.4

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

            


    

     

    
      	
              4.5

            	
              Facility
                of Distribution.
                If
                the Plan Administrator determines in its discretion that a benefit
                is to
                be distributed 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 distribution 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 distribution
                of a
                benefit shall be a distribution for the account of the Executive
                and the
                Executive’s Beneficiary, as the case may be, and shall be a complete
                discharge of any liability under the Agreement for such distribution
                amount.

            


    

    


    Article
      5

    General
      Limitations

    


    
      	5.1
                	
              Termination
                for Cause.
                Notwithstanding any provision of this Agreement to the contrary,
                the Bank
                shall not distribute any benefit under this Agreement if Executive’s
                service is terminated by the Board
                for:

            


    

    


    
      	(a)
                	
              Gross
                negligence or gross neglect of duties to the Bank;
                or

            


    


    
      
        
        

      

      
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    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    


    
      	(b)
                	
              Conviction
                of a felony or of a gross misdemeanor involving moral turpitude in
                connection with the Executive’s service with the Bank; or
                

            


    

    
      	(c)
                	
              Fraud,
                disloyalty, dishonesty or willful violation of any law or significant
                Bank
                policy committed in connection with the Executive's service and resulting
                in a material adverse effect on the
                Bank.

            


    

    


    
      	
              5.2

            	
              Suicide
                or Misstatement.
                No benefits shall be distributed if the Executive commits suicide
                within
                two years after the Effective Date of this Agreement, or if an insurance
                company which issued a life insurance policy covering the Executive
                and
                owned by the Bank denies coverage (i) for material misstatements
                of fact
                made by the Executive on an application for such life insurance,
                or (ii)
                for any other reason; provided, however that the Bank shall evaluate
                the
                reason for the denial, and upon advice of legal counsel and in its
                sole
                discretion, consider judicially challenging any
                denial.

            


    

    


    
      	5.3  	
              Removal. Notwithstanding
                any provision of this Agreement to the contrary, the Bank shall not
                distribute any benefit under this Agreement if the Executive is subject
                to
                a final removal or prohibition order issued by an appropriate federal
                banking agency pursuant to Section 8(e) of the Federal Deposit Insurance
                Act ("FDIA").

            


    

    


    
      	5.4  	
              Non-compete
                Provision.
                The Executive shall forfeit any non-distributed benefits under this
                Agreement if during the term of this Agreement and for within twenty-four
                (24) months following a Separation from Service, the Executive, directly
                or indirectly, either as an individual or as a proprietor, stockholder,
                partner, officer, director, employee, agent, consultant or independent
                contractor of any individual, partnership, corporation or other entity
                (excluding an ownership interest of three percent (3%) or less in
                the
                stock of a publicly-traded company):


            


    

    


    (i)           
      becomes
      employed by, participates in, or becomes connected in any manner with the
      ownership, management, operation or control of any bank, savings and loan or
      other similar financial institution if the Executive’s responsibilities will
      include providing banking or other financial services within the twenty-five
      (25) miles of any office maintained by the Bank as of the date of the
      Executive’s Separation from Service;

    


    (ii)          
      participates
      in any way in hiring or otherwise engaging, or assisting any other person or
      entity in hiring or otherwise engaging, on a temporary, part-time or permanent
      basis, any individual who was in the service of the Bank as of the date of
      the
      Executive’s Separation from Service; 

     

    (iii)         
assists,
      advises, or serves in any capacity, representative or otherwise, any third
      party
      in any action against the Bank or transaction involving the
      Bank;

    


    (iv)         
      sells,
      offers to sell, provides banking or other financial services, assists any other
      person in selling or providing banking or other financial services, or solicits
      or otherwise competes for, either directly or indirectly, any orders,



    
      
        
        

      

      
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      BANK 

    Supplemental
      Executive Retirement Plan

    


    


    contract,
      or accounts for services of a kind or nature like or substantially similar
      to
      the financial services performed or financial products sold by the Bank (the
      preceding hereinafter referred to as “Services”), to or from any person or
      entity from whom the Executive or the Bank, to the knowledge of the Executive
      provided banking or other financial services, sold, offered to sell or solicited
      orders, contracts or accounts for Services during the three (3) year period
      immediately prior to the Executive’s Separation from Service;

    


    (v)         
      divulges,
      discloses, or communicates to others in any manner whatsoever, any confidential
      information of the Bank, to the knowledge of the Executive, including, but
      not
      limited to, the names and addresses of customers or prospective customers,
      of
      the Bank, as they may have existed from time to time, of work performed or
      services rendered for any customer, any method and/or procedures relating to
      projects or other work developed for the Bank, earnings or other information
      concerning the Bank. The restrictions contained in this subparagraph (v) apply
      to all information regarding the Bank, regardless of the source who provided
      or
      compiled such information. Notwithstanding anything to the contrary, all
      information referred to herein shall not be disclosed unless and until it
      becomes known to the general public from sources other than the
      Executive.

    


    
      	 	
              5.4.1

            	
              Judicial
                Remedies.
                In the event of a breach or threatened breach by the Executive of
                any
                provision of these restrictions, the Executive recognizes the substantial
                and immediate harm that a breach or threatened breach will impose
                upon the
                Bank, and further recognizes that in such event monetary damages
                may be
                inadequate to fully protect the Bank. Accordingly, in the event of
                a
                breach or threatened breach of these restrictions, the Executive
                consents
                to the Bank’s entitlement to such ex parte,
                preliminary, interlocutory, temporary or permanent injunctive, or
                any
                other equitable relief, protecting and fully enforcing the Bank’s rights
                hereunder and preventing the Executive from further breaching any
                of his
                obligations set forth herein. Nothing herein shall be construed as
                prohibiting the Bank from pursuing any other remedies available to
                the
                Bank at law or in equity for such breach or threatened breach, including
                the recovery of damages from the Executive. The Executive expressly
                acknowledges and agrees that: (i) the restrictions set forth in Section
                5.4 hereof are reasonable, in terms of scope, duration, geographic
                area,
                and otherwise, (ii) the protections afforded the Bank in Section
                5.4
                hereof are necessary to protect its legitimate business interest,
                (iii)
                the restrictions set forth in Section 5.4 hereof will not be materially
                adverse to the Executive’s service with the Bank, and (iv) his agreement
                to observe such restrictions forms a material part of the consideration
                for this Agreement.

            


    

    


    
      	 	
              5.4.2

            	
              Overbreadth
                of Restrictive Covenant.
                It is the intention of the parties that if any restrictive covenant
                in
                this Agreement is determined by a court of competent jurisdiction
                to be
                overly broad, then the court should enforce such restrictive
                

            


    


    
      
        
        

      

      
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      BANK 

    Supplemental
      Executive Retirement Plan

    


    


    covenant
      to the maximum extent permitted under the law as to area, breadth and duration.
      

    


    
      	 	
              5.4.3

            	
              Change
                in Control.
                The non-compete provision detailed in Section 5.4 hereof shall not
                be
                enforceable following a Change in
                Control.

            


    

    


    Article
      6

    Administration
      of Agreement

    


    
      	
              6.1

            	
              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 Board
                shall
                appoint. The Plan Administrator shall also have the discretion and
                authority to (i) make, amend, interpret and enforce all appropriate
                rules
                and regulations for the administra-tion of this Agreement and (ii)
                decide
                or resolve any and all ques-tions including interpretations of this
                Agreement, as may arise in connection with the
                Agreement.

            


    

    


    
      	
              6.2

            	
              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.

            


    

    


    
      	
              6.3

            	
              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.
                

            


    

    


    
      	
              6.4

            	
              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.

            


    

    


    
      	
              6.5

            	
              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 date and circum-stances of the retirement,
                Disability, death, or Separation from Service of the Executive, and
                such
                other pertinent information as the Plan Administrator may reasonably
                require.

            


    

    


    
      	
              6.6

            	
              Annual
                Statement.
                The Plan Administrator shall provide to the Executive, within one
                hundred
                twenty (120) days after the end of each Plan Year, a statement setting
                forth the benefits to be distributed under this
                Agreement.

            


    


    
      
        
        

      

      
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    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    


    Article
      7

    Claims
      and Review Procedures

    


    
      	
              7.1

            	
              Claims
                Procedure.
                An Executive or Beneficiary (“claimant”) who has not received benefits
                under the Agreement that he or she believes should be distributed
                shall
                make a claim for such benefits as
                follows:

            


    

    


    
      	 	
              7.1.1

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

            


    

    


    
      	 	
              7.1.2

            	
              Timing
                of Plan Administrator Response.
                The Plan Administrator shall respond to such claimant within 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 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
                Plan
                Administrator expects to render its
                decision.

            


    

    


    
      	 	
              7.1.3

            	
              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 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.

            


    

    


    
      	
              7.2

            	
              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:

            


    

    


    


    
      	 	
              7.2.1

            	
              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

        
          

        

      

      
        
        

      

    


    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    
      	 	
              7.2.2

            	
              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 (as defined in applicable ERISA regulations)
                to
                the claimant’s claim for benefits.

            


    

    


    
      	 	
              7.2.3

            	
              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.

            


    

    


    
      	 	
              7.2.4

            	
              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.

            


    

    


    
      	 	
              7.2.5

            	
              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 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
      8

    Amendments
      and Termination

     

    
      	
              8.1

            	
              Amendment. 
                This Agreement may be amended only by a written agreement signed
                by the
                Bank and the Executive.  Provided, however, that the Bank may amend
                this Agreement to conform with legislative requirements or written
                directives to the Bank from its banking regulators.
                

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    
      	
              8.2
                

            	
               Termination.
                This Agreement may be terminated only by a written agreement signed
                by the
                Bank and the Executive.  Upon such termination, the applicable
                benefits under this Agreement shall be paid to the Executive in the
                form
                and at the earliest possible time as specified in this Agreement
                and
                permitted under Section 409A of the Code and any applicable subsequent
                authority.

            


    

    


    Article
      9

    Miscellaneous

    


    
      	
              9.1

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

            


    

    


    
      	
              9.2

            	
              No
                Guarantee of Employment.
                This Agreement is not a contract for employment. It does not give
                the
                Executive the right to remain as an employee of the Bank, nor does
                it
                interfere with the Bank'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 separate from service at any
                time.

            


    

    


    
      	
              9.3

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

            


    

    


    
      	
              9.4

            	
              Tax
                Withholding.
                The Bank shall withhold any taxes that are required to be withheld,
                under
                Section 409A of the Code and regulations thereunder, from the benefits
                provided under this Agreement. The Executive acknowledges that the
                Bank’s
                sole liability regarding taxes is to forward any amounts withheld
                to the
                appropriate taxing authority(ies). 

            


    

    


    
      	
              9.5

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

            


    

    


    
      	
              9.6

            	
              Unfunded
                Arrangement.
                The Executive and Beneficiary are general unsecured creditors of
                the Bank
                for the distribution of benefits under this Agreement. The benefits
                represent the mere promise by the Bank to distribute 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
                or
                other informal funding asset is a general asset of the Bank to which
                the
                Executive and Beneficiary have no preferred or secured
                claim.

            


    

    


    
      	
              9.7

            	
              Reorganization. The
                Bank shall not merge or consolidate into or with another bank, or
                reorganize, or sell substantially all of its assets to another bank,
                firm,
                or person unless such succeeding or continuing bank, 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
                bank.

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    


    


    


    
      	
              9.8

            	
              Entire
                Agreement. This
                Agreement constitutes the entire agreement between the Bank 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.

            


    

    


    
      	
              9.9

            	
              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: 

            


    

     

    


    


    HomeFederal
      Bank

    Attn:
      ___________

    501
      Washington Street

    Columbus,
      IN 47201

    


     

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

    


    


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

    


    


    
      	
              EXECUTIVE:

            	
              BANK:

            	 
	 	 	 
	 	
              HOMEFEDERAL
                BANK

            
	 	 	 
	
              /s/
                Mark T. Gorski

            	
              By

            	
              /s/
                John K. Keach, Jr.

            
	
              Mark
                T. Gorski

            	 	 
	 	
              Title

            	
              President
                and CEO

            


    

    


    



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    BENEFICIARY
      DESIGNATION FORM

    


    I,
      Mark
      T. Gorski ,
      designate the following as Beneficiary under the Agreement:

    


    
      	
              Primary:

              ___________________________________________________________

               

              ___________________________________________________________

            	
               

              _____%

               

              _____%

            
	
              Contingent:

              ___________________________________________________________

               

              ___________________________________________________________

            	
               

              _____%

               

              _____%

            


    

    Notes:
      

    
      	·  	
              Please
                PRINT CLEARLY or TYPE the names of the
                beneficiaries.

            


    

    
      	·  	
              To
                name a trust as Beneficiary, please provide the name of the trustee(s)
                and
                the exact
                name and date of the trust
                agreement.

            


    

    
      	·  	
              To
                name your estate as Beneficiary, please write “Estate of
                _[your
                name]_”.

            


    

    
      	·  	
              Be
                aware that none of the contingent beneficiaries will receive anything
                unless ALL of the primary beneficiaries predecease
                you.

            


    

    


    I
      understand that I may change these beneficiary designations by delivering a
      new
      written designation to the Plan Administrator, which shall be effective only
      upon receipt and acknowledgment by the Plan Administrator prior to my death.
      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.

    


    


    
      	
              Name:

            	 	 
	 	 
	
              Signature:

            	 	
              Date:

            	 
	 	 
	 	 
	 	 
	
              Received
                by the Plan Administrator this ________ day of ___________________,
                2___

            
	 	 
	
              By:

            	 	 
	 	 
	
              Title:

            	 	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    ELECTION
      FORM

    


    


    I,
      ______Mark
      T. Gorski_______,
      elect the following methods for payment of death benefits under Section 3.1
      of
      this Agreement:

    


    


    
      	
              Initial

            	
              Form
                of Benefit

            
	
              _____

            	
              Lump
                sum

            
	
              _____

            	
              Installments
                over 60 months

            
	
              _____

            	
              Installments
                over 120 months

            
	
              _____

            	
              Installments
                over 180 months

            


    

    


    


    During
      any applicable installment period, interest shall be credited as set forth
      in
      Section 3.1.2. 

    


    I
      understand I may change this election by delivering a new written election
      with
      the Plan Administrator, which shall be effective only upon receipt and
      acknowledgment by the Plan Administrator prior to my death.

    


    


    
      	
              Name:

            	 	 
	 	 
	
              Signature:

            	 	
              Date:

            	 
	 	 
	 	 
	 	 
	
              Received
                by the Plan Administrator this ________ day of ___________________,
                2___

            
	 	 
	
              By:

            	 	 
	 	 
	
              Title:

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    HOMEFEDERAL
      BANK 

    Supplemental
      Executive Retirement Plan

    BENEFICIARY
      DESIGNATION FORM

    


    SCHEDULE
      A

    HOMEFEDERAL
      BANK

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN AGREEMENT

    


    MARK
      T. GORSKI

    


    


    
      	 	 	 	 	 	
              Pre-

            
	 	 	
              Early

            	 	
              Change
                in

            	
              Retirement

            
	 	 	
              Termination

            	
              Disability

            	
              Control

            	
              Lump
                Sum

            
	 	 	
              Annual

            	
              Annual

            	
              Annual

            	
              Death

            
	
              Date

            	
              Age

            	
              Benefit
                (1)

            	
              Benefit
                (2)

            	
              Benefit
                (1)

            	
              Benefit

            
	
              06/30/2005

            	
              41

            	
              $   
                0

            	
              $      
                0

            	
              $19,570

            	
              $496,233

            
	
              06/30/2006

            	
              42

            	
              $192

            	
              $3,792

            	
              $20,353

            	
              $496,233

            
	
              06/30/2007

            	
              43

            	
              $793

            	
              $7,364

            	
              $21,167

            	
              $496,233

            
	
              06/30/2008

            	
              44

            	
              $1,841

            	
              $10,728

            	
              $22,014

            	
              $496,233

            
	
              06/30/2009

            	
              45

            	
              $3,375

            	
              $13,896

            	
              $22,894

            	
              $496,233

            
	
              06/30/2010

            	
              46

            	
              $5,441

            	
              $16,881

            	
              $23,810

            	
              $496,233

            
	
              06/30/2011

            	
              47

            	
              $6,739

            	
              $19,692

            	
              $24,762

            	
              $496,233

            
	
              06/30/2012

            	
              48

            	
              $8,117

            	
              $22,340

            	
              $25,753

            	
              $496,233

            
	
              06/30/2013

            	
              49

            	
              $9,579

            	
              $24,834

            	
              $26,783

            	
              $496,233

            
	
              06/30/2014

            	
              50

            	
              $11,132

            	
              $27,183

            	
              $27,854

            	
              $496,233

            
	
              06/30/2015

            	
              51

            	
              $12,781

            	
              $29,396

            	
              $28,968

            	
              $496,233

            
	
              06/30/2016

            	
              52

            	
              $14,531

            	
              $31,480

            	
              $30,127

            	
              $496,233

            
	
              06/30/2017

            	
              53

            	
              $16,389

            	
              $33,443

            	
              $31,332

            	
              $496,233

            
	
              06/30/2018

            	
              54

            	
              $18,362

            	
              $35,292

            	
              $32,585

            	
              $496,233

            
	
              06/30/2019

            	
              55

            	
              $20,457

            	
              $37,034

            	
              $33,889

            	
              $496,233

            
	
              06/30/2020

            	
              56

            	
              $22,681

            	
              $38,674

            	
              $35,244

            	
              $496,233

            
	
              06/30/2021

            	
              57

            	
              $25,042

            	
              $40,220

            	
              $36,654

            	
              $496,233

            
	
              06/30/2022

            	
              58

            	
              $27,548

            	
              $41,675

            	
              $38,120

            	
              $496,233

            
	
              06/30/2023

            	
              59

            	
              $30,209

            	
              $43,046

            	
              $39,645

            	
              $496,233

            
	
              06/30/2024

            	
              60

            	
              $33,035

            	
              $44,337

            	
              $41,231

            	
              $496,233

            
	
              06/30/2025

            	
              61

            	
              $36,034

            	
              $45,553

            	
              $42,880

            	
              $496,233

            
	
              06/30/2026

            	
              62

            	
              $39,219

            	
              $46,699

            	
              $44,595

            	
              $496,233

            
	
              06/30/2027

            	
              63

            	
              $42,600

            	
              $47,778

            	
              $46,379

            	
              $496,233

            
	
              06/30/2028

            	
              64

            	
              $46,189

            	
              $48,794

            	
              $48,234

            	
              $496,233

            
	
              06/04/2029

            	
              65

            	
              $50,000

            	
              $50,000

            	
              $50,000

            	
              $496,233

            


    

    


    


    
      	(1)  	
              Payments
                are made in 12 equal monthly installments for a period of 180 months
                commencing within 60 days following Separation from Service. Refer
                to
                Section 2.2 for Early Termination and Section 2.4 for Change in
                Control.

            


    

    
      	(2)  	
              Payments
                are made in 12 equal monthly installments for a period of 180 months
                commencing at Normal Retirement Age. Refer to Section 2.3 for
                Disability.