rvb_8k1120ex104.htm


    Exhibit
      10.4

    
 

    AMENDED
      AND RESTATED

    DIRECTOR
      DEFERRED COMPENSATION MASTER AGREEMENT

     

    This
      Director Deferred Compensation Master Agreement (the “Agreement”), originally
      effective as of the 1st day of November, 1993, is hereby amended and restated
      effective January 1, 2005 and formalizes the understanding by and between
      RIVER VALLEY FINANCIAL BANK (formerly known as MADISON FIRST FEDERAL SAVINGS
      & LOAN ASSOCIATION) (the “Bank”), a federally chartered savings and loan,
      and certain eligible Directors, hereinafter referred to as “Director”, who shall
      be approved by the Bank to participate and who shall elect to become a party
      to
      this Amended and Restated Director Deferred Compensation Master Agreement by
      execution of a Director Deferred Compensation Joinder Agreement (“Joinder
      Agreement”) in a form provided by the Bank.

     

    WITNESSETH:

     

    WHEREAS,
      the Directors serve the Bank as members of the Board; and

     

    WHEREAS,
      the Bank recognizes the valuable services heretofore performed for it by such
      Directors and wishes to encourage continued service of each; and

     

    WHEREAS,
      the Bank values the efforts, abilities and accomplishments of such Directors
      and
      recognizes that the Directors’ services will substantially contribute to its
      continued growth and profits in the future; and

     

    WHEREAS,
      these Directors wish to defer a certain portion of their fees to be earned
      in
      the future; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      the Directors and the Bank desire to formalize the terms and conditions upon
      which the Bank shall pay such deferred compensation to the Directors or their
      designated beneficiaries; and

     

    WHEREAS,
      the Bank has been advised by legal counsel of the need to amend the Agreement
      effective January 1, 2005 to comply with the requirements of Section 409A
      of the Internal Revenue Code of 1986, as amended (the “Code”); and

     

    WHEREAS,
      the Bank has amended and restated this Director Deferred Compensation Master
      Agreement which controls all issues relating to the Deferred Compensation
      Benefit as described herein;

     

    NOW,
      THEREFORE, in consideration of the mutual promises herein contained,
      the parties hereto agree to the following terms and conditions:

     

    SECTION
      I

     

    DEFINITIONS

     

    When
      used
      herein, the following words and phrases shall have the meanings below unless
      the
      context clearly indicates otherwise:

     

    
      
        	
                1.1

              	
                “Bank”
                  means RIVER VALLEY FINANCIAL BANK (formerly known as MADISON FIRST
                  FEDERAL
                  SAVINGS & LOAN ASSOCIATION) and any successor
                  thereto.

              


      

       

      
        	
                1.2

              	
                “Beneficiary”
                  means the person or persons (and their heirs) designated as Beneficiary
                  in
                  the Director’s Joinder Agreement to whom the deceased Director’s benefits
                  are payable. If no Beneficiary is so designated, then the Director’s
                  Spouse, if living, will be deemed the Beneficiary. If the Director’s
                  Spouse is not living, then the Children of the Director will be
                  deemed the
                  Beneficiaries and will take on a per stirpes basis. If there are
                  no living
                  Children, then the Estate of the Director will be deemed the
                  Beneficiary.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                1.3

              	
                “Benefit
                  Age” shall be the birthday on which the Director becomes eligible to
                  receive benefits under the Plan. Such birthday shall be designated
                  in the
                  Director’s Joinder Agreement.

              


      

       

      
        	
                1.4

              	
                “Benefit
                  Eligibility Date” shall be the date on which a Director is entitled to
                  receive his Deferred Compensation Benefit. It shall be the 1st
                  day of the
                  month coincident with or next following the month in which the
                  Director
                  attains the Benefit Age designated in his Joinder
                  Agreement.

              


      

       

      
        	
                1.5

              	
                “Cause”
                  means personal dishonesty, willful misconduct, willful malfeasance,
                  breach
                  of fiduciary duty involving personal profit, intentional failure
                  to
                  perform stated duties, willful violation of any law, rule, regulation
                  (other than traffic violations or similar offenses), or final
                  cease-and-desist order, material breach of any provision of this
                  Agreement, or gross negligence in matters of material importance
                  to the
                  Bank.

              


      

       

      
        	
                1.6

              	
                “Children”
                  means the Director’s children, both natural and adopted, then living at
                  the time payments are due the Children under this
                  Agreement.

              


      

       

      
        	
                1.7

              	
                “Deferral
                  Period” means the period of months designated in the Director’s Joinder
                  Agreement during which the Director shall defer current Board fees.
                  The
                  Deferral Period shall commence on the date designated in the Director’s
                  Joinder Agreement.

              


      

       

      
        	
                1.8

              	
                “Deferred
                  Compensation Benefit” means the annuitized value of the Director’s
                  Elective Contribution Account, measured as of the Director’s Benefit Age,
                  payable in monthly installments throughout the Payout Period and
                  commencing on the Director’s Benefit Eligibility
                  Date.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                1.9

              	
                “Disability
                  Benefit” means the benefit annuity payable to the Director following a
                  determination in accordance with Subsection 4.2, that he is disabled
                  as provided in that Subsection.

              


      

       

      
        	
                1.10

              	
                “Effective
                  Date” of this Agreement shall be November 1, 1993.  The
                  Effective Date of the amendment and restatement of the Agreement
                  is
                  January 1, 2005.

              


      

       

      
        	
                1.11

              	
                “Elective
                  Contribution” shall refer to any bookkeeping entry required to record a
                  Director’s voluntary monthly pre-tax deferral which shall be made in
                  accordance with the Director’s Joinder
                  Agreement.

              


      

       

      
        	
                1.12

              	
                “Elective
                  Contribution Account” shall be represented by the bookkeeping entries
                  required to record a Director’s Elective Contributions plus accrued
                  interest, equal to the Interest Factor, earned to date on such
                  amounts.
                  However, neither the existence of such bookkeeping entries nor
                  the
                  Elective Contribution Account itself shall be deemed to create
                  either a
                  trust of any kind, or a fiduciary relationship between the Bank
                  and the
                  Director or any Beneficiary.

              


      

       

      
        	
                1.13

              	
                “Estate”
                  means the estate of the Director.

              


      

       

      
        	
                1.14

              	
                “Financial
                  Hardship” means a severe financial hardship to the Director resulting from
                  an illness or accident of the Director, the Director’s spouse, or a
                  dependent (as defined in Section 152(a) of the Code) of the Director,
                  loss of the Director’s property due to casualty, or other similar
                  extraordinary and unforeseeable circumstances arising as a result
                  of
                  events beyond the control of the
                  Director.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                1.15

              	
                “Financial
                  Hardship Benefit” means a withdrawal or withdrawals of an amount or
                  amounts attributable to a Financial Hardship; provided, however
                  that,
                  consistent with regulations of the Internal Revenue Service, amounts
                  distributed with respect to a Financial Hardship may not exceed
                  the
                  amounts necessary to satisfy such emergency plus amounts necessary
                  to pay
                  taxes reasonably anticipated as a result of the distribution of
                  benefits
                  after taking into account the extent to which such Financial Hardship
                  is
                  or may be relieved through reimbursement or compensation by insurance
                  or
                  otherwise or by liquidation of the Director’s assets (to the extent the
                  liquidation of such assets would not itself cause a Financial
                  Hardship).

              


      

       

      
        	
                1.16

              	
                “Interest
                  Factor” means monthly compounding at Ten Percent (10%) per
                  annum.

              


      

       

      
        	
                1.17

              	
                “Payout
                  Period” means the time frame during which certain benefits payable
                  hereunder shall be distributed. Payments shall be made in equal
                  monthly
                  installments commencing on the first day of the month coincident
                  with or
                  next following the occurrence of the event which triggers distribution
                  and
                  continuing for a period of months, as designated in the Director’s Joinder
                  Agreement.

              


      

       

      
        	
                1.18

              	
                “Projected
                  Deferral” is an estimate, determined upon execution of a Joinder
                  Agreement, of the total amount to be deferred by the Director during
                  his
                  Deferral Period, and so designated in the Director’s Joinder
                  Agreement.

              


      

       

      
        	
                1.19

              	
                “Spouse”
                  means the individual to whom the Director is legally married at
                  the time
                  of the Director’s death.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                1.20

              	
                “Survivor’s
                  Benefit” means an annuity stream payable to the Beneficiary in monthly
                  installments throughout the Payout Period, equal to the amount
                  designated
                  in the Joinder Agreement, and subject to Subsections 4.3 and 5.1
                  (or
                  5.2).

              


      

       

      
        	
                1.21

              	
                “Joinder
                  Agreement” shall mean an agreement in the form of Exhibit A hereto which
                  shall be completed and signed as of the Effective Date or, as to
                  Directors
                  who elect to participate in this Agreement after the Effective
                  Date, by
                  completing and signing such Joinder Agreement no later than the
                  December
                  31st preceding the January 1st as of which the deferral of fees
                  hereunder
                  shall be effective.  A director may change the amount of fees
                  deferred hereunder provided such change is made before the end
                  of the year
                  prior to the year in which the revised deferral is to be
                  effective.  Changes in the Payout Period and Benefit Age must be
                  in writing, at least twelve (12) months prior to the date of the
                  first
                  scheduled payment and shall not be effective earlier than twelve
                  (12)
                  months after the modification is made.  In addition, such
                  modification shall extend the deferral period for a period of at
                  least
                  five additional years from the date the distribution was scheduled
                  to
                  begin prior to such change.

              


      

       

      
        	
                1.22

              	
                “Change
                  in Control” shall mean

              


      

       

      
        	
                 

              	
                (a)

              	
                a
                  change in the ownership of the Bank or its sole shareholder, River
                  Valley
                  Bancorp (the “Holding Company”), which shall occur on the date that any
                  one person, or more than one person acting as a group, acquires
                  ownership
                  of stock of the Bank or the Holding Company that, together with
                  stock held
                  by such person or group, constitutes more than fifty percent (50%)
                  of the
                  total fair market value or total voting power of the stock of the
                  Bank or
                  the Holding Company. Such acquisition may occur as a result of
                  a merger of
                  the Holding Company or the Bank into another entity which pays
                  consideration for the shares of capital stock of the merging Holding
                  Company or Bank.  However, if any one person, or more than one
                  person acting as a group, is considered to own more than fifty
                  percent
                  (50%) of the total fair market value or total voting power of the
                  stock of
                  the Bank or the Holding Company, the acquisition of additional
                  stock by
                  the same person or persons is not considered to cause a change
                  in the
                  ownership of the Bank or the Holding Company (or to cause a change
                  in the
                  effective control of the Bank or the Holding Company (within the
                  meaning
                  of subsection (b)).  An increase in the percentage of stock
                  owned by any one person, or persons acting as a group, as a result
                  of a
                  transaction in which the Bank or the Holding Company acquires its
                  stock in
                  exchange for property will be treated as an acquisition of stock
                  for
                  purposes of this subsection.  This subsection applies only when
                  there is a transfer of stock of the Bank or the Holding Company
                  (or
                  issuance of stock of the Bank or the Holding Company) and stock
                  in the
                  Bank or the Holding Company remains outstanding after the
                  transaction.

              


      

      

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        
          	
                   

                	
                  (b)

                	
                  a
                    change in the effective control of the Bank or the Holding Company,
                    which
                    shall occur only on either of the following
                    dates:

                


        

         

        
          	
                   

                	
                  (i)

                	
                  the
                    date any one person, or more than one person acting as a group
                    acquires
                    (or has acquired during the 12-month period ending on the date
                    of the most
                    recent acquisition by such person or persons) ownership of stock
                    of the
                    Bank or the Holding Company possessing thirty percent (30%) or
                    more of the
                    total voting power of the stock of the Bank or the Holding
                    Company.

                


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (ii)

                	
                  the
                    date a majority of members of the Holding Company’s board of directors is
                    replaced during any 12-month period by directors whose appointment
                    or
                    election is not endorsed by a majority of the members of the
                    Holding
                    Company’s board of directors before the date of the appointment or
                    election; provided, however, that this provision shall not apply
                    if
                    another corporation is a majority shareholder of the Holding
                    Company.

                


        

         

        If
          any
          one person, or more than one person acting as a group, is considered to
          effectively control the Bank or the Holding Company, the acquisition of
          additional control of the Bank or the Holding Company by the same person
          or
          persons is not considered to cause a change in the effective control of
          the Bank
          or the Holding Company (or to cause a change in the ownership of the Bank
          or the
          Holding Company within the meaning of subsection (a) of this
          section).

         

        
          	
                   

                	
                  (c)

                	
                  a
                    change in the ownership of a substantial portion of the Bank’s assets,
                    which shall occur on the date that any one person, or more than
                    one person
                    acting as a group, acquires (or has acquired during the 12-month
                    period
                    ending on the date of the most recent acquisition by such person
                    or
                    persons) assets from the Bank that have a total gross fair market
                    value
                    equal to or more than forty percent (40%) of the total gross
                    fair market
                    value of all of the assets of the Bank immediately before such
                    acquisition
                    or acquisitions.  For this purpose, gross fair market value
                    means the value of the assets of the Bank, or the value of the
                    assets
                    being disposed of, determined without regard to any liabilities
                    associated
                    with such assets. No change in control event occurs under this
                    subsection
                    (c) when there is a transfer to an entity that is controlled
                    by the
                    shareholders of the Bank immediately after the transfer.  A
                    transfer of assets by the Bank is not treated as a change in
                    the ownership
                    of such assets if the assets are transferred to
                    -

                


        

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (i)

                	
                  a
                    shareholder of the Bank (immediately before the asset transfer)
                    in
                    exchange for or with respect to its
                    stock;

                


        

         

        
          	
                   

                	
                  (ii)

                	
                  an
                    entity, 50 percent or more of the total value or voting power
                    of which is
                    owned, directly or indirectly, by the
                    Bank.

                


        

         

        
          	
                   

                	
                  (iii)

                	
                  a
                    person, or more than one person acting as a group, that owns,
                    directly or
                    indirectly, 50 percent or more of the total value or voting power
                    of all
                    the outstanding stock of the Bank;
                    or

                


        

         

        
          	
                   

                	
                  (iv)

                	
                  an
                    entity, at least 50 percent of the total value or voting power
                    of which is
                    owned, directly or indirectly, by a person described in paragraph
                    (c).

                


        

         

        For
          purposes of this subsection (c) and except as otherwise provided in paragraph
          (c)(i) above, a person’s status is determined immediately after the transfer of
          the assets.

         

        
          	
                   

                	
                  (d)

                	
                  For
                    purposes of this section, persons will not be considered to be
                    acting as a
                    group solely because they purchase or own stock of the same corporation
                    at
                    the same time, or as a result of the same public
                    offering.  Persons will be considered to be acting as a group if
                    they are owners of a corporation that enters into a merger, consolidation,
                    purchase or acquisition of stock, or similar business transaction
                    with the
                    Bank or the Holding Company; provided, however, that they will
                    not be
                    considered to be acting as a group if they are owners of an entity
                    that
                    merges into the Bank or the Holding Company where the Bank or
                    the Holding
                    Company is the surviving
                    corporation.

                


        

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        
          	
                  1.23

                	
                  “Separation
                    from Service” means with respect to a Director who is not also an employee
                    of the Bank the good faith and complete termination of such Director’s
                    relationship with the Bank as a member of its board of
                    directors.  A Director who is also an employee of the Bank shall
                    incur a “Separation from Service” only if he both incurs a good faith and
                    complete termination of his relationship with the Bank as a member
                    of its
                    board of directors and has a “termination of employment;” provided,
                    however, that the Director shall not be required to have a “termination of
                    employment” if this Plan is not required to be aggregated with any other
                    nonqualified deferred compensation plan of the Bank in which
                    the Director
                    participates as an employee under Section 409A of the
                    Code.  For purposes of this section, a “termination of
                    employment” means the termination of the individual’s employment with the
                    Bank for reasons other than death or disability.  Whether a
                    “termination of employment” takes place as determined based on the facts
                    and circumstances surrounding the termination of the individual’s
                    employment.  A “termination of employment” will be considered to
                    have occurred if it is reasonably anticipated that:  (a) the
                    individual will not perform any services for the Bank after the
                    termination of employment, or (b) the individual will continue
                    to provide
                    services to the Bank at an annual rate that is less than fifty
                    percent
                    (50%) of the bona fide services rendered during the immediately
                    preceding
                    twelve months of employment.

                


        

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        


        SECTION
          II

         

        DEFERRED
          COMPENSATION

         

        Commencing
          on the Effective Date, and continuing through the end of the Deferral Period,
          the Director and the Bank agree that the Director shall defer into his
          Elective
          Contribution Account up to one hundred (100%) percent of the monthly fees
          that
          the Director would otherwise be entitled to receive from the Bank for each
          month
          of the Deferral Period, with the total deferral during the term of the
          Deferral
          Period not to exceed the Director’s Projected Deferral.  The specific
          amount of the Director’s monthly Deferred Compensation shall be designated in
          the Director’s Joinder Agreement and shall apply only to compensation
          attributable to services not yet performed.

         

        Except
          as
          otherwise provided below, a Director may elect to defer a portion of his
          Director Fees to be earned in a year by making an irrevocable election
          to do so
          before January 1 of that year.  If a Director is not otherwise
          eligible to participate in another individual account non-qualified deferred
          compensation plan, and he or she first becomes eligible to participate
          in this
          Agreement after January 1, 2005, the Director may irrevocably elect to
          defer a portion of his Director Fees to be earned by the Director in the
          same
          year (and after making the election) as long as the election is made within
          30
          days following the date the individual first becomes eligible to
          participate.  Thereafter, the timing of future deferral elections is
          governed by the second sentence of this paragraph.

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        SECTION
          III

         

        ADJUSTMENT
          OF DEFERRAL AMOUNT

         

        Deferral
          of the specific amount of fees designated in the Director’s Joinder Agreement
          shall continue in effect pursuant to the terms of this Agreement unless
          and
          until the Director amends his Joinder Agreement by filing with the Bank
          and the
          Administrator a Notice of Adjustment of Deferral Amount (Exhibit 13, of
          the
          Joinder Agreement). If the Bank increases the amount of fees earned by
          the
          Director, the Director can include such additional amounts in his monthly
          deferral, provided approval from the Board of Directors is obtained, by
          filing a
          Notice of Adjustment of Deferral Amount. A Notice of Adjustment of Deferral
          Amount shall be effective if filed with the Bank and the Administrator,
          at least
          thirty (30) days prior to any January 1st during the Director’s Deferral Period.
          Such Notice of Adjustment of Deferral Amount shall be effective commencing
          with
          the January 1st following its filing and shall be applicable only to
          compensation attributable to services not yet performed by the
          Director.

         

        SECTION
          IV

         

        RETIREMENT
          BENEFIT

         

        
          	
                  4.1

                	
                  Retirement
                    Benefit. Subject to Subsections 4.3 and 5.1 (or 5.2) of this
                    Agreement, the Bank agrees to pay the Director the Deferred Compensation
                    Benefit commencing on the Director’s Benefit Eligibility Date. Such
                    payments will be made over the term of the Payout Period. In
                    the event of
                    the Director’s death after commencement of the Deferred Compensation
                    Benefit, but prior to completion of all such payments due and
                    owing
                    hereunder, the Bank shall pay to the Director’s Beneficiary a continuation
                    of the annuity for the remainder of the Payout
                    Period.

                


        

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        
          	
                  4.2

                	
                  Disability
                    Benefit.  Notwithstanding any other provision hereof, if
                    requested by the Director and approved by the Board, the Director
                    shall be
                    entitled to receive the Disability Benefit hereunder, in any
                    case in which
                    it is determined by a duly licensed physician selected by the
                    Association,
                    that the Director has a medically determinable physical or mental
                    impairment which can be expected to result in death or to last
                    for a
                    continuous period of not less than 12 months and which (1) renders
                    Director unable to engage in any substantial gainful activity
                    or (2)
                    entitles Director to income replacement benefits for a period
                    of not less
                    than three months under an accident and health plan covering
                    employees of
                    the Association.  If the Director's service is terminated
                    pursuant to this paragraph and Board approval is obtained, the
                    Director
                    shall begin receiving the Disability Benefit annuity in lieu
                    of any
                    Deferred Compensation Benefit which is not available prior to
                    the
                    Director's Benefit Eligibility Date.  The annuity shall begin
                    not more than thirty (30) days following the above-mentioned
                    disability
                    determination.  The amount of the monthly benefit shall be the
                    annuitized value of the Director's Elective Contribution Account,
                    measured
                    upon such determination and payable over the Payout Period.  The
                    Interest Factor shall be used to annuitize the Elective Contribution
                    Account.  In the event the Director dies while receiving
                    payments pursuant to this Subsection, or after becoming eligible
                    for such
                    payments but before the actual commencement of such payments,
                    his
                    Beneficiary shall be entitled to receive those benefits provided
                    for in
                    Subsection 5.l(a) or 5.2(a) and the Disability Benefits provided
                    for in
                    this Subsection shall terminate upon the Director's
                    death.

                


        

         

        
          	
                  4.3

                	
                  Financial
                    Hardship Benefit. In the event the Director incurs a Financial
                    Hardship, the Director may request a Financial Hardship Benefit.
                    Such
                    request shall be either approved or rejected by the Bank in the
                    exercise
                    of its sole discretion. The Director will be required to demonstrate
                    to
                    the satisfaction of the Bank that a Financial Hardship has occurred
                    and
                    that the Director is otherwise entitled to a Financial Hardship
                    Benefit in
                    accordance with Subsections 1.14 and 1.15. If a Financial Hardship
                    Benefit
                    is approved, it shall be paid in a lump sum within thirty (30)
                    days of the
                    event which triggers payment. The balance of the Director’s Elective
                    Contribution Account shall be reduced for any Financial Hardship
                    Benefit
                    distribution. Also, any subsequent Deferred Compensation Benefit
                    annuity,
                    Survivor’s Benefit annuity or Disability Benefit annuity shall be
                    actuarially adjusted to reflect such
                    distribution.

                


        

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
          	
                  4.4

                	
                  Removal
                    For Cause. In the event the Director is removed for Cause at any time
                    prior to reaching his Benefit Age, he shall be entitled to receive
                    the
                    balance of his Elective Contribution Account, measured as of
                    the date of
                    removal. Such amount shall be paid in a lump sum within thirty
                    (30) days
                    of the Director’s date of removal. All other benefits provided for the
                    Director or his Beneficiary under this agreement shall be forfeited
                    and
                    the Agreement shall become null and
                    void.

                


        

         

        
          	
                  4.5

                	
                  Change
                    in Control.  If a Change in Control occurs prior to the
                    Director’s Benefit Eligibility Date and the Director incurs a Separation
                    from Service as of such Change in Control, Director shall be
                    paid his
                    Accrued Benefit hereunder in one lump sum on the effective date
                    of the
                    Change in Control.

                


        

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        SECTION
          V

         

        DEATH
          BENEFITS

         

        (Note
          that Subsection 5.1 and 5.2 are alternative Subsections. Only one (1) of
          these
          Subsections shall be applicable to the Director. The Director’s Joinder
          Agreement shall identify which of the two (2) Subsections is applicable
          to the
          Director.)

         

        
          	
                  5.1

                	
                  Death
                    Benefit Prior to Commencement of Deferred Comnensation Benefit. In the
                    event of the Director’s death prior to commencement of the Deferred
                    Compensation Benefit, the Bank shall pay the Director’s Beneficiary a
                    monthly amount for the Payout Period, commencing within thirty
                    (30) days
                    of the Director’s death. The amount of such benefit payments shall be
                    determined as follows:

                


        

         

        
          	
                   

                	
                  (a)

                	
                  In
                    the event death occurs (i) while the Director is receiving the
                    Disability
                    Benefit provided for in Subsection 4.2, or (ii) after the Director
                    has
                    become eligible for such Disability Benefit payments but before
                    such
                    payments have commenced, the Director’s Beneficiary shall be entitled to
                    receive the Survivor’s Benefit for the Payout Period, reduced by the
                    number of months Disability Benefit payments were made to the
                    Director. In
                    the event death occurs after the Director has received the Disability
                    Benefit, provided for in Subsection 4,2, for the entire Payout
                    Period, the
                    Director’s Beneficiary shall not be entitled to the Survivor’s Benefit for
                    any length of time. However, the lump sum payment described in
                    the second
                    paragraph of this Subsection (a) shall still be applicable to
                    such
                    Beneficiary.

                


        

         

        If
          the
          total dollar amount of Disability Benefit payments received by the Director
          under Subsection 4.2 is less than the total dollar amount of payments that
          would
          have been received had the Survivor’s Benefit been paid in lieu of the
          Disability Benefit during the Director’s life, the Bank shall pay the Director’s
          Beneficiary a lump sum payment for the difference. This lump sum payment
          shall
          be made within thirty (30) days of the Director’s death.

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (b)

                	
                  In
                    the event death occurs while the Director is (i) in the service
                    of the
                    Bank, (ii) deferring fees pursuant to Section II and (iii) prior
                    for to any reduction or discontinuance, via an effective filing
                    of a
                    Notice of Adjustment of Deferral Amount, in the level of deferrals
                    reflected in the Director’s initial Joinder Agreement, for any period
                    during the Deferral Period, the Director’s Beneficiary shall be paid the
                    Survivor’s Benefit.

                


        

         

        
          	
                   

                	
                  (c)

                	
                  In
                    the event death occurs while the Director is (i) in the service
                    of the
                    Bank, (ii) deferring fees pursuant to Section II and (iii) after
                    any reduction or discontinuance, via an effective filing of a
                    Notice of
                    Adjustment of Deferral Amount, in the level of deferrals reflected
                    in the
                    Director’s initial Joinder Agreement, for any period during the Deferral
                    Period, the Director’s Beneficiary shall be paid a reduced Survivor’s
                    Benefit, such amount being determined by multiplying the monthly
                    payment
                    available as a Survivor’s Benefit by a fraction, the numerator of which is
                    equal to the total Board fees actually deferred by the Director
                    as of his
                    death and the denominator of which is equal to the amount of
                    Board fees
                    that would have been deferred as of his death, if no reduction
                    or
                    discontinuance in the level of deferrals had occurred at any
                    time
                    following execution of the Joinder Agreement and during the Deferral
                    Period.

                


        

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (d)

                	
                  In
                    the event the Director completes less than one hundred (100%)
                    percent of
                    his Projected Deferrals due to any voluntary or involuntary termination
                    other than removal for Cause, the Director’s Beneficiary shall be paid a
                    reduced Survivor’s Benefit, such amount being determined by multiplying
                    the monthly payment available as a Survivor’s Benefit by a fraction, the
                    numerator of which is equal to the total Board fees actually
                    deferred by
                    the Director and the denominator of which is equal to the Director’s
                    Projected Deferral.

                


        

         

        
          	
                   

                	
                  (e)

                	
                  In
                    the event the Director completes one hundred (100%) percent of
                    his
                    Projected Deferrals ,prior to any voluntary or. involuntary termination
                    other than removal for Cause and provided no payments have been
                    made
                    pursuant to Subsection 4.2, the Director’s Beneficiary shall be paid the
                    full Survivor’s Benefit.

                


        

         

        
          	
                  5.2

                	
                  Death
                    Benefit Prior to Commencement of Deferred Compensation Benefit.
                    In the
                    event of the Director’s death prior to commencement of the Deferred
                    Compensation Benefit, the Bank shall pay the Director’s Beneficiary a
                    monthly amount determined as
                    follows:

                


        

         

        
          	
                   

                	
                  (a)

                	
                  In
                    the event death occurs (i) while the Director is receiving the
                    Disability
                    Benefit provided for in Subsection 4.2, or (ii) after the Director
                    has
                    become eligible for such Disability Benefit payments but before
                    such
                    payments have commenced, ‘the Director’s Beneficiary shall be entitled to
                    receive a continuation of the Disability Benefit payments for
                    the Payout
                    Period, reduced by the number of months Disability Benefit payments
                    were
                    made to the Director. In the event death occurs after the Director
                    has
                    received the Disability Benefit, provided for in Subsection 4.2,
                    for the
                    entire Payout-Period, the Director’s Beneficiary shall not be
                    entitled to the Survivor’s Benefit for any length of time. However, the
                    lump sum payment described in the second paragraph of this Subsection
                    (a)
                    shall still be applicable to such
                    Beneficiary.

                


        

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        If
          the
          total dollar amount of Disability Benefit payments received, collectively,
          by
          the Director under Subsection 4.2 and by the Director’s Beneficiary under this
          Subsection is less than the total dollar amount of payments that would
          have been
          received had the Survivor’s Benefit been paid in lieu of the Disability Benefit
          to such Director and to such Beneficiary, collectively, the Bank shall
          pay the
          Director’s Beneficiary a lump sum payment for the difference. This lump sum
          payment shall be made within thirty (30) days of the subsequent death of
          any other Director electing to participate in this agreement.

         

        
          	
                   

                	
                  (b)

                	
                  In
                    the event death occurs while the Director is (i) in the service
                    of the
                    Bank, (ii) deferring fees pursuant to Section II and (iii) prior
                    for to any reduction or discontinuance, via an effective filing
                    of a
                    Notice of Adjustment of Deferral Amount, in the level of deferrals
                    reflected in the Director’s initial Joinder Agreement, for any period
                    during the Deferral Period, the Director’s Beneficiary shall be paid the
                    Survivor’s Benefit. Such Survivor’s Benefit shall be paid for the Payout
                    Period and shall commence within thirty (30) days of the subsequent
                    death of any other Director electing to participate in this
                    Agreement.

                


        

         

        
          	
                   

                	
                  (c)

                	
                  In
                    the event death occurs while the Director is (i) in the service
                    of the
                    Bank, (ii) deferring fees pursuant to Section II and (iii) after
                    any reduction or discontinuance, via an effective filing of a
                    Notice of
                    Adjustment of Deferral Amount, in the level of deferrals reflected
                    in the
                    Director’s initial Joinder Agreement, for any period during the Deferral
                    Period, the Director’s Beneficiary shall be paid a reduced Survivor’s
                    Benefit, such amount being determined by multiplying the monthly
                    payment
                    available as a Survivor’s Benefit by a fraction, the numerator of which is
                    equal to the, total Board fees actually deferred by the Director
                    as of his
                    death and the denominator of which is equal to the amount of
                    Board fees
                    that would have been deferred as of his death, if no reduction
                    or
                    discontinuance in the level of deferrals had occurred at any
                    time
                    following execution of the Joinder Agreement and during the Deferral
                    Period. Such reduced Survivor’s Benefit shall be paid for the Payout
                    Period and shall commence within thirty (30) days of the subsequent
                    death
                    of any other Director electing to participate in this
                    Agreement.

                


        

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (d)

                	
                  In
                    the event the Director completes less than one hundred (100%)
                    percent of
                    his Projected Deferrals due to any voluntary or involuntary termination
                    other than removal for Cause, the Director’s Beneficiary shall be paid a
                    reduced Survivor’s Benefit, such amount being determined by multiplying
                    the monthly payment available as a Survivor’s Benefit by a fraction, the
                    numerator of which is equal to the total Board fees actually
                    deferred by
                    the Director and the denominator of which is equal to the Director’s
                    Projected Deferral. Such reduced Survivor’s Benefit shall be paid for the
                    Payout Period and shall commence within thirty (30) days of the
                    subsequent
                    death of any other Director electing to participate in this
                    Agreement.

                


        

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (e)

                	
                  In
                    the event the Director completes one hundred (100%) percent of
                    his
                    Projected Deferrals prior to any voluntary or involuntary termination
                    other than removal for Cause and provided no payments have been
                    made
                    pursuant to Subsection 4.2, the Director’s Beneficiary shall be paid the
                    full Survivor’s Benefit. Such Survivor’s Benefit shall be paid for the
                    Payout Period and shall commence within thirty (30) days of the
                    subsequent death of any other Director electing to participate
                    in
                    this Agreement.

                


        

         

        
          	
                  5.3

                	
                  Additional
                    Death Benefit - Burial Expense. In addition to the above-described
                    death benefits, within thirty (30) days of the Director’s death, the
                    Director’s Beneficiary shall be entitled to receive a one-time lump hum
                    death benefit in the amount of Ten Thousand ($10,000.00)
                    Dollars.

                


        

         

        SECTION
          VI

         

        BENEFICIARY
          DESIGNATION

         

        The
          Director shall make an initial designation of primary and secondary
          Beneficiaries upon execution of his Joinder Agreement and shall have the
          right
          to change such designation, at any subsequent time, by submitting to the
          Administrator in substantially the form attached as Exhibit A to the Joinder
          Agreement, a written designation of primary and secondary Beneficiaries.
          Any
          Beneficiary designation made subsequent to execution of the Joinder Agreement
          shall become effective only when receipt thereof is acknowledged in writing
          by
          the Administrator.

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        SECTION
          VII

         

        DIRECTOR’S
          RIGHT TO ASSETS

         

        The
          rights of the Director, any Beneficiary, or any other person claiming through
          the Director under this Agreement, shall be solely those of an unsecured
          general
          creditor of the Bank. The Director, the Beneficiary, or any other person
          claiming through the Director, shall only have the right to receive from
          the
          Bank those payments so specified under this Agreement. The Director agrees
          that
          he, his Beneficiary, or any other person claiming through him shall have
          no
          rights or interests whatsoever in any asset of the Bank, including any
          insurance
          policies or contracts which the Bank may possess or obtain to informally
          fund
          this Agreement. Any asset used or acquired by the Bank in connection with
          the
          liabilities it has assumed under this Agreement, unless expressly provided
          herein, shall not be deemed to be held under any trust for the benefit
          of the
          Director or his Beneficiaries, nor shall any asset be considered security
          for
          the performance of the obligations of the Bank. Any such asset shall be
          and
          remain, a general, unpledged, and unrestricted asset of the Bank.

         

        SECTION
          VIII

         

        RESTRICTIONS
          UPON FUNDING

         

        The
          Bank
          shall have no obligation to set aside, earmark or entrust any fund or money
          with
          which to pay its obligations under this Agreement. The Director, his
          Beneficiaries or any successor in interest to him shall be and remain simply
          a
          general unsecured creditor of the Bank in the same manner as any other
          creditor
          having a general claim for matured and unpaid compensation. The Bank reserves
          the absolute right in its sole discretion to either purchase assets to
          meet its
          obligations undertaken by this Agreement or to refrain from the same and
          to
          determine the extent, nature, and method of such asset purchases. Should
          the
          Bank decide to purchase assets such as life insurance, mutual funds, disability
          policies or annuities, the Bank reserves the absolute right, in its sole
          discretion, to terminate such assets at any time, in whole or in part.
          At no
          time shall the Director be deemed to have any lien, right, title or interest
          in
          or to any specific investment or to any assets of the Bank. If the Bank
          elects
          to invest in a life insurance, disability or annuity policy upon the life
          of the
          Director, then the Director shall assist the Bank by freely submitting
          to a
          physical examination and by supplying such additional information necessary
          to
          obtain such insurance or annuities.

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        SECTION
          IX

         

        ALIENABILITY
          AND ASSIGNMENT PROHIBITION

         

        Neither
          the Director nor any Beneficiary under this Agreement shall have any power
          or
          right to transfer, assign, anticipate, hypothecate, mortgage, commute,
          modify or
          otherwise encumber in advance any of the benefits payable hereunder, nor
          shall
          any of said benefits be subject to seizure for the payment of any debts,
          judgments, alimony or separate maintenance owed by the Director or his
          Beneficiary, nor be transferable by operation of law in the event of bankruptcy,
          insolvency or otherwise. In the event the Director or any Beneficiary attempts
          assignment, communication, hypothecation, transfer or disposal of the benefits
          hereunder, the Bank’s liabilities shall forthwith cease and
          terminate.

         

        SECTION
          X

         

        ACT
          PROVISIONS

         

        
          	
                  10.1

                	
                  Named
                    Fiduciary and Administrator. Financial Institution Consulting
                    Corporation, a Tennessee Corporation (“FICC”) shall be the Named Fiduciary
                    and Administrator (the “Administrator”) of this Agreement. As
                    Administrator, FICC shall be responsible for the management,
                    control and
                    administration of the Agreement as established herein. The Administrator
                    may delegate to others certain aspects of the management and
                    operational
                    responsibilities of the Agreement, including the employment of
                    advisors
                    and the delegation of ministerial duties to qualified
                    individuals.

                


        

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        
          	
                  10.2

                	
                  Claims
                    Procedure and Arbitration. In the event that benefits under this
                    Agreement are not paid to the Director (or to his Beneficiary
                    in the case
                    of the Director’s death) and such claimants feel they are entitled to
                    receive such benefits, then a written claim must be made to the
                    Administrator within sixty (60) days from the date payments are
                    refused.
                    The Bank and its Board shall review the written claim and, if
                    the claim is
                    denied, in whole or in part, they shall provide in writing, within
                    ninety
                    (90) days of receipt of such claim, their specific reasons for
                    such
                    denial, reference to the provisions of this Agreement or the
                    Joinder
                    Agreement upon which the denial is based, and any additional
                    material or
                    information necessary to perfect the claim. Such writing by the
                    Bank and
                    its Board shall further indicate the additional steps which must
                    be
                    undertaken by claimants if an additional review of the claim
                    denial is
                    desired.

                


        

         

        If
          claimants desire a second review, they shall notify the Administrator in
          writing
          within sixty (60) days of the first claim denial. Claimants may review
          this
          Agreement, the Joinder Agreement or any documents relating thereto and
          submit
          any issues and comments, in writing, they may feel appropriate. In its
          sole
          discretion, the Administrator shall then review the second claim and provide
          a
          written decision within sixty (60) days of receipt of such claim. This
          decision
          shall state the specific reasons for the decision and shall include reference
          to
          specific provisions of this Agreement or the Joinder Agreement upon which
          the
          decision is based.

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        If
          claimants continue to dispute the benefit denial based upon completed
          performance of this Agreement and the Joinder Agreement or the meaning
          and
          effect of the terms and conditions thereof, then claimants may submit the
          dispute to a Board of Arbitration for final arbitration. Said Board shall
          consist of one member selected by the claimant, one member selected by
          the Bank,
          and the third member selected by the first two members. The Board shall
          operate
          under any generally recognized set of arbitration rules. The parties hereto
          agree that they, their heirs, personal representatives, successors and
          assigns
          shall be bound by the decision of such Board with respect to any controversy
          properly submitted to it for determination.

         

        SECTION
          XI

         

        MISCELLANEOUS

         

        
          	
                  11.1

                	
                  No
                    Effect on Directorship Rights. Nothing contained herein will confer
                    upon the Director the right to be retained in the service of
                    the Bank nor
                    limit the right of the Bank to discharge or otherwise deal with
                    the
                    Director without regard to the existence of the Agreement. Pursuant
                    to 12
                    C.F.R. § 563.39(b), the following conditions shall apply to this
                    Agreement:

                


        

         

        
          	
                   

                	
                  (1)

                	
                  The
                    Bank’s Board of Directors may remove the Director at any time, but
                    any
                    removal by the Bank’s Board of Directors other than removal for Cause
                    shall not prejudice the Director’s vested right to compensation or other
                    benefits under the contract. As provided in Section 4.4, the
                    Director
                    shall be paid the balance of his Elective Contribution Account
                    in a lump
                    sum within thirty (30) days of his removal in the event he is
                    removed for
                    Cause. He shall have no right to receive additional compensation
                    or other
                    benefits for any period after removal for
                    Cause.

                


        

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (2)

                	
                  If
                    the Director is suspended and/or temporarily prohibited from
                    participating
                    in the conduct of the Bank’s affairs by a notice served under Section
                    8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
                    1818(e)(3) and (g)(1)) the Bank’s obligations under the contract shall be
                    suspended (except vested rights) as of the date of termination
                    of service
                    unless stayed by appropriate proceedings. If the charges in the
                    notice are
                    dismissed, the Bank may in its discretion (i) pay the Director
                    all or part
                    of the compensation withheld while its contract obligations were
                    suspended
                    and (ii) reinstate (in whole or in part) any of its obligations
                    which were
                    suspended.

                


        

         

        
          	
                   

                	
                  (3)

                	
                  If
                    the Director is removed and/or permanently prohibited from participating
                    in the conduct of the Bank’s affairs by an order issued under Section
                    8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
                    1818(e)(4) or (g)(1)), all non-vested obligations of the Bank
                    under the
                    contract shall terminate as of the effective date of the order,
                    but vested
                    rights of the Director shall not be
                    affected.

                


        

         

        
          	
                   

                	
                  (4)

                	
                  If
                    the Bank is in default (as defined in Section 3(x)(1) of the
                    Federal
                    Deposit Insurance Act), all non-vested obligations under the
                    contract
                    shall terminate as of the date of
                    default.

                


        

         

        
          	
                   

                	
                  (5)

                	
                  All
                    non-vested obligations under the contract shall be terminated,
                    except to
                    the extent determined that continuation of the contract is necessary
                    for
                    the continued operation of the
                    Bank:

                


        

         

        
          	
                   

                	
                  (i)

                	
                  by
                    the Director or his designee at the time the Federal Deposit
                    Insurance
                    Corporation or the Resolution Trust Corporation enters into an
                    agreement
                    to provide assistance to or on behalf of the Bank under the authority
                    contained in § 13(c) of the Federal Deposit Insurance Act;
                    or

                


        

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (ii)

                	
                  by
                    the Director or his designee, at the time the Director or his
                    designee
                    approves a supervisory merger to resolve problems related to
                    operation of
                    the Bank or when the Bank is determined by the Director to be
                    in an unsafe
                    or unsound condition.

                


        

         

        Any
          rights of the parties that have already vested, (i.e., the balance of his
          Elective Contribution Account), however, shall not be affected by such
          action.

         

        
          	
                  11.2

                	
                  State
                    Law. The Agreement is established under, and will be construed
                    according to, the laws of the State of
                    Indiana.

                


        

         

        
          	
                  11.3

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

                


        

         

        
          	
                  11.4

                	
                  Incapacity
                    of Recipient. In the event the Director is declared incompetent and a
                    conservator or other person legally charged with the care of
                    his person or
                    Estate is appointed, any benefits under the Agreement to which
                    such,
                    Director is entitled shall be paid to such conservator or other
                    person
                    legally charged with the care of his person or Estate. Except
                    as provided
                    above in this paragraph, when the Bank’s Board of Directors, in its sole
                    discretion, determines that the Director is unable to manage
                    his financial
                    affairs, the Board may direct the Bank to make distributions
                    to any person
                    for the benefit of the Director.

                


        

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        
          	
                  11.5

                	
                  Recovery
                    of Estate Taxes. If the Director’s gross estate for federal estate tax
                    purposes includes any amount determined by reference to and on
                    account of
                    this Agreement, and if the Beneficiary is other than the Director’s
                    estate, then the Director’s estate shall be entitled to recover from the
                    Beneficiary receiving such benefit under the terms of the Agreement,
                    an
                    amount by which the total estate tax due by Director’s estate, exceeds the
                    total estate tax which would have been payable if the value of
                    such
                    benefit had not been included in the Director’s gross
                    estate.  If there is more than one person receiving such
                    benefit, the right of recovery shall be against each such
                    person.  To the extent permitted under Section 409A of the
                    Code, in the event the Beneficiary has a liability hereunder,
                    the
                    Beneficiary may petition the Association for a lump sum payment
                    in an
                    amount not to exceed the Beneficiary’s liability
                    hereunder.

                


        

         

        
          	
                  11.6

                	
                  Unclaimed
                    Benefit. The Director shall keep the Bank informed of his current
                    address and the current address of his Beneficiaries. If the
                    location of
                    the Director is not made known to the Bank within three (3) years
                    after
                    the date on which any payment of the Deferred Compensation Benefit
                    may be
                    made, payment may be made as though the Director had died at
                    the end of
                    the three (3) year period. If, within one (1) additional year
                    after such
                    three (3) year period has elapsed, or, within three (3) years
                    after the
                    actual death of the Director, whichever occurs first, the Bank
                    is unable
                    to locate any Beneficiary of the Director, the Bank may fully
                    discharge
                    its obligation by payment to the
                    Estate.

                


        

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        
          	
                  11.7

                	
                  Limitations
                    on Liability. Notwithstanding any of the preceding provisions of the
                    Agreement, neither the Bank, nor any individual acting as an
                    employee or
                    agent of the Bank, or as a member of the Board of Directors shall
                    be
                    liable to the Director or any other person for any claim, loss,
                    liability
                    or expense incurred in connection with the
                    Agreement.

                


        

         

        
          	
                  11.8

                	
                  Gender.
                    Whenever in this Agreement words are used in the masculine or
                    neuter
                    gender, they shall be read and construed as in the, masculine,
                    feminine or
                    neuter gender, whenever they should so
                    apply.

                


        

         

        
          	
                  11.9

                	
                  Affect
                    on Other Corporate Benefit Agreements. Nothing contained in this
                    Agreement shall affect the right of the Director to participate
                    in or be
                    covered by any qualified or non qualified pension, profit sharing,
                    group,
                    bonus or other supplemental compensation or fringe benefit agreement
                    constituting a part of the Bank’s existing or future compensation
                    structure.

                


        

         

        
          	
                  11.10

                	
                  Suicide.
                    Notwithstanding anything to the contrary in this Agreement, the
                    benefits
                    otherwise provided herein shall not be payable if the Director’s death
                    results from suicide, whether sane or insane, within twenty-six
                    (26)
                    months after the execution of this Agreement. If the Director
                    dies during
                    this twenty-six (26) month period due to suicide, the balance
                    of his
                    Elective Contribution Account will be paid to the Director’s Beneficiary
                    in a single payment. Payment is to be made within thirty (30)
                    days after
                    the Director’s death is declared a suicide by competent legal authority.
                    Credit shall be given to the Bank for payments made prior to
                    determination
                    of suicide.

                


        

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        
          	
                  11.11

                	
                  Headings.
                    Headings and sub-headings in this Agreement are inserted for
                    reference and
                    convenience only and shall not be deemed a part of this
                    Agreement.

                


        

         

        
          	
                  11.12

                	
                  Reference
                    to Controlled Group.  With respect to any benefit payable as
                    a result of termination of or separation from employment, termination
                    of
                    or separation from employment shall be determined by reference
                    to the
                    Association and all members of any controlled group (determined
                    under
                    Section 414(b) of the Code) or trades or businesses under common
                    control
                    (determined under Section 414(c) of the Code) that includes the
                    Association.

                


        

         

        
          	
                  11.13

                	
                  Restrictions
                    on Payment to Key Employees.  To the extent the Director is
                    a “key employee” (as defined in Section 416(i) of the Code determined
                    without regard to paragraph (5) thereof) of a corporation whose
                    stock is
                    publicly traded on an established securities market or otherwise,
                    within
                    the meaning of Section 409A(a)(2)(B)(i) of the Code, no distribution
                    of
                    benefits that are made upon a Separation from Service and that
                    represent
                    payment of deferred compensation that is subject to 409A of the
                    Code may
                    commence before the date which is six months after the Director’s date of
                    Separation from Service (or, if earlier, the date of the Director’s
                    death); provided, however, that the six (6) month delay required
                    under
                    this Section 11.13 shall not apply to the portion of any payment
                    resulting from the Director’s “involuntary separation from service” (as
                    defined in Treas. Reg. § 1.409A-1(n) and including a “separation from
                    service for good reason,” as defined in Treas. Reg. § 1.409A-1(n)(2)) that
                    (a) is payable no later than the last day of the second year
                    following the
                    year in which the Separation from Service occurs, and (b) does
                    not exceed
                    two times the lesser of (i) the Director’s annualized compensation for the
                    year prior to the year in which the Separation from Service occurs,
                    or
                    (ii) the dollar limit described in Section 401(a)(17) of the
                    Code.  In the event this Section 11.13 is applicable to a
                    Director, any distribution which would otherwise be paid to the
                    Director
                    within the first six months following the Separation from Service
                    shall be
                    accumulated and paid to the Director in a lump sum on the first
                    day of the
                    seventh month following the Separation from Service.  All
                    subsequent distributions shall be paid in the manner specified
                    in this
                    Plan.

                


        

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        SECTION
          XII

         

        AMENDMENT/REVOCATION

         

        This
          Agreement shall not be amended, modified or revoked at any time, in whole
          or
          part, without the mutual written consent of the Director and the Bank,
          and such
          mutual consent shall be required even if the Director is no longer serving
          the
          Bank as a member of the Board.  Notwithstanding anything to the
          contrary in this Section XII, the present value of each Director’s benefit
          shall be distributed immediately in a lump sum if this Agreement terminates
          in
          the following circumstances:

         

        
          	
                   

                	
                  (a)

                	
                  Within
                    thirty (30) days before or twelve (12) months after 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 described in
                    Section
                    409A(2)(A)(v) of the Code, provided that termination of this
                    Agreement was
                    effected through an irrevocable action taken by the Bank and
                    provided
                    further that all distributions are made no later than twelve
                    (12) months
                    following such termination of the Agreement and that all the
                    Bank's
                    arrangements which are substantially similar to the Agreement
                    are
                    terminated so all Directors and any participants in the similar
                    arrangements are required to receive all amounts of compensation
                    deferred
                    under the terminated arrangements within twelve (12) months of
                    the
                    termination of the arrangements;

                


        

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                	
                  (b)

                	
                  Upon
                    the Bank’s dissolution or with the approval of a bankruptcy court provided
                    that the amounts deferred under the Agreement are included in
                    each
                    Director's gross income in the latest of (i) the calendar year
                    in which
                    the Agreement terminates; (ii) the calendar year in which the
                    amount is no
                    longer subject to a substantial risk of forfeiture; or (iii)
                    the first
                    calendar year in which the distribution is administratively practical;
                    or

                


        

         

        
          	
                   

                	
                  (c)

                	
                  Upon
                    the Bank’s termination of this and all other account balance plans (as
                    referenced in Section 409A of the Code or the regulations thereunder),
                    provided that all distributions are made no earlier than twelve
                    (12)
                    months and no later than twenty-four (24) months following such
                    termination, provided further that the termination of this Agreement
                    does
                    not occur proximate to the downturn in the financial health of
                    the Bank
                    and provided further that the Bank does not adopt any new account
                    balance
                    plans for a minimum of three (3) years following the date of
                    such
                    termination.

                


        

         

        For
          purposes of this Article XII, “present value” shall be calculated in accordance
          with Section 280G(d)(4) of the Code.

         

        SECTION
          XIII

         

        EXECUTION

        

          
            	
                    13.1

                  	
                    This
                      Agreement sets forth the entire understanding of the parties
                      hereto with
                      respect to the transactions contemplated hereby, and any previous
                      agreements or understandings

                  


          

           

          
            
              
              

            

            
              31

              
                

              

            

            
              
              

            

          

           

          

            
              	
                       

                    	
                      between
                        the parties hereto regarding the subject matter hereof are
                        merged into and
                        superseded by this Agreement.

                    


            

             

          

          
            	
                    13.2

                  	
                    This
                      Agreement shall be executed in triplicate, each copy of which,
                      when so
                      executed and delivered, shall be an original, but all three
                      copies shall
                      together constitute one and the same
                      instrument.

                  


          

           

        

      

    

    IN
      WITNESS WHEREOF, the Bank has caused this Agreement to be amended and restated
      this 20th day of November, 2007.

     

    
       

      
        	 	 	
                RIVER
                  VALLEY FINANCIAL BANK

              
	 	 	 	 
	 	 	 	 
	 	 	
                By:

              	/s/
                Matthew P. Forrester
	 	 	 	 
	 	 	President,
                CEO
	 	 	
                (Title)

              


      

       

       

       

      
32