A. J. SMITH FEDERAL SAVINGS BANK RETIREMENT PLAN FOR OUTSIDE DIRECTORS Initially Effective as of December 18, 1995 Amendment and Restatement Effective as of January 1, 2001

EX-10.7 16 a13-14437_1ex10d7.htm EX-10.7

Exhibit 10.7

A. J. SMITH FEDERAL SAVINGS BANK

RETIREMENT PLAN

FOR

OUTSIDE DIRECTORS

Initially Effective as of December 18, 1995

Amendment and Restatement Effective as of January 1, 2001

A. J. SMITH FEDERAL SAVINGS BANK

RETIREMENT PLAN

FOR

OUTSIDE DIRECTORS

TABLE OF CONTENTS

ARTICLE I - GENERAL		1
1.1	Effective Date	1
1.2	Purpose	1
1.3.	Intent	1
ARTICLE II - DEFINITIONS AND USAGE		2
2.1	Definitions	2
2.2	Usage	5
ARTICLE III - ELIGIBILITY AND PARTICIPATION		5
ARTICLE IV — PAYMENT OF BENEFITS		5
4.1	Entitlement to Benefit Payments	5
4.2	Modification of Benefit Payments	5
4.3	Unforeseeable Emergencies	6
4.4	Hardship Withdrawals	6
4.5	Accelerated Distributions	7
4.5.1	Distribution Upon Request	7
4.5.2	Distribution Upon Change in Control	7
ARTICLE V - PAYMENT OF BENEFITS ON OR AFTER DEATH		8
5.1	Commencement of Benefit Payments	8
5.2	Designation of Beneficiary	8
ARTICLE VI - ESTABLISHMENT OF TRUST;		8
AUTOMATIC FUNDING UPON A CHANGE IN CONTROL		8
ARTICLE VII - RIGHTS OF PARTICIPANTS;TERMINATION OR SUSPENSION UNDER FEDERAL LAW		8
ARTICLE VIII — INTERPRETATION OF THE PLAN		9
ARTICLE IX - LEGAL FEES		10
ARTICLE X - MISCELLANEOUS PROVISIONS		10
10.1	Amendment	10
10.2	Termination	10
10.3	No Assignment	10
10.5	Successors and Assigns	11
10.6	Governing Law	11
10.7	No Guarantee of Continued Service	11
10.8	Severability	11
10.9	Notification of Addresses	11
Appendix A		13
Appendix B		14

A. J. SMITH FEDERAL SAVINGS BANK

RETIREMENT PLAN FOR OUTSIDE DIRECTORS

WHEREAS, A. J. Smith Federal Savings Bank (the “Bank”) recognizes the unique qualifications of its non-employee directors (“Outside Directors”) and the valuable services that they have provided to the Bank; and

WHEREAS, in December 1995, the Bank adopted the A. J. Smith Federal Savings Bank Retirement Plan for Directors for the benefit of its Outside Directors and employee directors (“Inside Directors”) in order to provide retirement benefits to such person upon their separation from service; and

WHEREAS, the Board of Directors wishes to simplify the administration of the plan and to better recognize the unique contribution provided by each category of director; and

WHEREAS, the board believes that the best way to achieve this goal is to amend and restate the A. J. Smith Federal Savings Bank Retirement Plan for Directors into two separate and distinct plans, i.e., one plan for Inside Directors and one plan for Outside Directors;

NOW THEREFORE, this Plan shall now be referred to as the A. J. Smith Federal Savings Bank Retirement Plan for Outside Directors.

ARTICLE I - GENERAL

1.1 Effective Date

The initial effective date for the Retirement Plan for Directors was December 18, 1995. The provisions of this amended and restated Retirement Plan for Outside Directors shall be effective as of January 1, 2001. The rights of any person whose status as an Outside Director of the Bank or its affiliates, if any, has terminated shall be determined pursuant to the Plan as in effect on the date of termination, unless a subsequently adopted provision of the Plan is made specifically applicable to such person.

1.2 Purpose

The purpose of the Plan is to provide retirement income to a Participant for a designated period of time upon his separation from service from the Board.

1.3. Intent

This Plan is not intended to be an “employee pension benefit plan” under the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as none of its Participants are employees of the Bank, or its affiliates. The Plan is not intended to be a plan described in section 401(a) of the Code or section 3(2)(A) of ERISA. The obligation of the Bank to make payments under this Plan constitutes nothing more than an unsecured promise to make such

payments and any property of the Bank that may be set aside for the payment of benefits under the Plan shall in the event of the Bank’s bankruptcy or insolvency, remain subject to the claims of the Bank’s creditors until such benefits are distributed in accordance with Article IV or Article V herein.

ARTICLE II - DEFINITIONS AND USAGE

2.1 Definitions

Whenever used in this Plan, the following words and phrases have the meanings set forth below unless the context clearly requires a different meaning:

“Bank” shall mean A. J. Smith Federal Savings Bank, and any successor thereto.

“Beneficiary” shall mean the person or persons whom a Participant may designate as the beneficiary of the Participant’s Benefits under Article V. In the absence of a valid beneficiary designation or in the event a designated beneficiary predeceases the Participant, a Participant’s Beneficiary shall be his estate.

“Benefit” or “Benefits” shall mean, collectively, the benefits payable pursuant to Articles IV and V of the Plan.

“Benefit Percentage” shall be determined based on the number of the Participant’s full years of service on the Board (whether before or after the Initial Effective Date, but disregarding service on the Board as an Inside-Director if covered at that time by a plan for Inside Directors), and shall be determined according to the following schedule:

Full Years of Service as
a Non-Employee Director	Percentage

1	10	%
2	20	%
3	30	%
4	40	%
5	50	%
6	60	%
7	70	%
8	80	%
9	90	%
10 or more	100	%

Notwithstanding the foregoing schedule, an Outside Director’s Benefit Percentage shall accelerate to 100% upon (i) termination of his service on the Board due to his death or Disability, or (ii) a Change in Control. A former Outside Director’s benefit Percentage will not increase as a result of the occurrence of a Change in Control.

“Board” shall mean the Board of Directors of the Bank.

“Change in Control” shall mean any one of the following events:

(a) When the Bank is in the “mutual” form of organization, a “Change in Control” shall be deemed to have occurred if:

(i) as a result of, or in connection with, any exchange offer, merger or other business combination, sale of assets or contested election, any combination of the foregoing transactions, or any similar transaction, the persons who were non-employee directors of the Bank before such transaction cease to constitute a majority of the Board of the Bank or any successor to the Bank;

(ii) the Bank transfers substantially all of its assets to another corporation which is not a wholly-owned subsidiary of the Bank;

(iii) the Bank sells substantially all of the assets of a subsidiary or affiliate;

(iv) any “person” including a “group”, exclusive of the Board or any committee thereof, is or becomes the “beneficial owner”, directly or indirectly, of proxies of the Bank representing twenty-five percent (25 %) or more of the combined voting power of the Bank’s members; or

(v) the Bank is merged or consolidated with another corporation and, as a result of the merger or consolidation, less than seventy percent (70 %) of the outstanding proxies relating to the surviving or resulting corporation are given, in the aggregate, by the former members of the Bank.

(b) If the Bank shall be in the “stock” form of organization, either on a stand-alone basis or as a subsidiary of the Company, a “Change in Control” shall be deemed to have occurred if:

(i) as a result of, or in connection with, any initial public offering, tender offer or exchange offer, merger or other business combination, sale of assets or contested election, any combination of the foregoing transactions, or any similar transaction, the persons who were directors of the Company or the Bank before such transaction cease to constitute a majority of the Board of the Company or the Bank or any successor to the Company or the Bank;

(ii) the Company or the Bank transfers substantially all of its assets to another corporation which is not a wholly-owned subsidiary of the Company or the Bank;

(iii) the Bank sells substantially all of the assets of a subsidiary or affiliate;

(iv) any “person” including a “group” is or becomes the “beneficial owner”, directly or indirectly, of securities of the Company or the Bank representing twenty-five percent (25%) or more of the combined voting power of the Company’s or the Bank’s outstanding securities (with the terms in quotation marks having the meaning set forth under the Securities Exchange Act of 1934); or

(v) the Company or the Bank is merged or consolidated with another corporation and, as a result of the merger or consolidation, less than seventy percent (70%) of the outstanding voting securities of the surviving or resulting corporation is owned in the aggregate by the former stockholders of the Bank.

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to occur solely by reason of a transaction in which the Bank converts to the stock form of organization on a stand-alone basis or as a subsidiary of the Company. The decision of the Board as to whether a Change in Control has occurred shall be conclusive and binding.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means a Committee of the Board designated by the Board to administer the Plan. The Committee shall consist of three or more members of the Board or, if no Committee is appointed, the full Board.

“Company” shall mean the mutual holding company or stock holding company parent of the Bank.

“Disability” shall mean the inability of an Outside Director, due to physical or mental infirmity as determined in the discretion of the Board, to perform the duties required for service on the Board.

“Employee” shall mean any person who is employed by the Bank or an affiliate on a full-time basis.

“Initial Effective Date” shall mean December 18, 1995.

“Inside Director” shall mean a Director who is also an Employee.

“Outside Director” shall mean a member of the Board who is not also an Employee.

“Participant” means an Outside Director who served on the Board on the Initial Effective Date or who served on the Board after such date and who was appointed by the Board pursuant to Article III to participate in the Plan.

“Plan” shall mean the A. J. Smith Federal Savings Bank Retirement Plan for Outside Directors, or its predecessor, the A. J. Smith Federal Savings Bank Retirement Plan for Directors.

“Plan Year” means the period from January 1 to December 31.

“Restatement Effective Date” shall mean January 1, 2001.

“Trust” shall mean that agreement entered into pursuant to the terms hereof between the Bank and the Trustee.

“Trustee” shall mean that person(s) or entity appointed by the Board pursuant to the Trust to hold legal title to the plan assets for the purposes set forth herein.

2.2 Usage.

Except where otherwise indicated by the context, any masculine terminology used herein shall also include the feminine and vice versa, and the definition of any term herein in the singular shall also include the plural and vice versa.

ARTICLE III - ELIGIBILITY AND PARTICIPATION

Those Outside Directors who are participants in the Plan on the Restatement Effective Date shall continue to participate in the Plan. Additional Outside Directors may be designated as Participants in the Plan by the Board, from time to time, in its sole discretion. Additional Outside Directors shall commence participation in the Plan as of the first day of the Plan Year designated by the Board. An Outside Director shall cease to be a Participant when he resigns or is terminated from the Board and: (1) his Benefit is not vested; or (2) his Benefit is distributed to him or on his behalf.

ARTICLE IV — PAYMENT OF BENEFITS

4.1 Entitlement to Benefit Payments

In the event that a Participant’s service on the Board terminates for any reason other than death, the Participant shall receive 10 annual payments, with the amount of each payment being equal to the product of his Benefit Percentage and $12,000. The payments due to an Outside Director under this Article shall begin on the first day of the second month following the date of the Outside Director’s termination of service on the Board, and shall thereafter be made on the annual anniversary dates of such first payment date. After the death of the Outside Director, remaining Benefits, if any, shall be payable as set forth in Article V.

4.2 Modification of Benefit Payments

The Participant may elect, if such election occurs at least twelve (12) months prior to the distribution of benefits, to receive his distribution in the form of a lump sum or over some other period of years, not to exceed twenty (20). Any other form of benefit shall be the actuarial equivalent of the benefit set forth in Section 4.1 hereof. Such elections shall be made on a

document substantially in the form attached hereto as Appendix A. If the Participants termination of service occurs before a given election becomes effective, then payment from the Plan shall be made in accordance with the Participant’s preceding election, or if none, in accordance with Section 4.1. An election shall remain effective until the effective date of any subsequent election.

4.3 Unforeseeable Emergencies

Benefits may be paid to a Participant or Beneficiary hereunder in the event of an Unforeseeable Emergency. An Unforeseeable Emergency means an unanticipated emergency that is caused by an event beyond the control of the participant or Beneficiary, such as a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances, and the Unforeseeable Emergency would result in severe financial hardship to the individual if early withdrawal were not permitted. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved:

(a) Through reimbursement or compensation by insurance or otherwise;

(b) By liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or

Examples of what are not considered Unforeseeable Emergencies include the need to send a Participant’s child to college or the desire to purchase a home. An early withdrawal from the Plan pursuant to this provision must be limited to the amount necessary to meet the emergency.

4.4 Hardship Withdrawals

Upon finding that a Participant has suffered a severe financial hardship, no rising to the level of an Unforeseeable Emergency, the Committee may, in its sole discretion, make distributions from the Participant’s vested Benefit prior to the time specified for payment of Benefits under the Plan. Such hardship distributions may be made on account of an immediate and heavy financial need of the Participant for:

(a) Medical care as described in Code Section 213(d) for the Participant, the Participant’s spouse or dependent (as defined in Code Section 152);

(b) Educational expenses, such as the payment of tuition or related educational fees, or room and board expenses for the next twelve (12) months of postsecondary education for the Participant, the Participant’s spouse or dependent (as defined in Code Section 152);

(d) Payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure of the mortgage on that residence;

(e) Payments for funeral expenses not covered by insurance for a member of the immediate family of the Participant; and

(f) Payments to cover the immediate expenses resulting from the divorce of the Participant.

The amount of such distribution shall be limited to the amount reasonably necessary to meet the Participant’s requirements during the financial hardship. A distribution is not treated as necessary to satisfy an immediate and heavy financial need of an employee to the extent the amount of the distribution is in excess of the amount required to relieve the financial need or to the extent the need may be satisfied from other sources that are reasonably available to the Participant, including all nontaxable loans currently available under all plans maintained by the Bank. This Committee’s determination regarding the Hardship Distribution is to be made on the basis of all the facts and circumstances and based upon the evidence provided to the Committee by the Participant and the Bank, including receipts, invoices, foreclosure notices, or the like, and including information that may be available to the bank or the Committee on other distributions available to the Participant, including nontaxable loans available under all plans maintained by the Bank.

No Participant shall be entitled to more than one (1) Hardship Withdrawal from the Plan.

4.5 Accelerated Distributions

4.5.1 Distribution Upon Request

After a Participant has terminated service, notwithstanding previous distribution elections to the contrary, a Participant shall be entitled to receive, upon written request to the Committee, a lump sum distribution equal to ninety percent (90%) of the present value of his vested Benefit balance as of the date on which the Committee receives the written request. The remaining balance shall be forfeited by the Participant. The amount payable under this Section shall be paid in a lump sum payment within ninety (90) days following the receipt of the notice by the Committee from the Participant.

4.5.2 Distribution Upon Change in Control

Upon a Change in Control, all Participants shall have the present value of their vested Benefit paid to them in a lump sum within thirty (30) days of the Change in Control.

ARTICLE V - PAYMENT OF BENEFITS ON OR AFTER DEATH

5.1 Commencement of Benefit Payments.

If a Participant dies before payments of his Benefits under the Plan have commenced, or after payments have commenced, but before they are completely paid, and the Participant has designated his spouse as his Beneficiary, then his spouse shall be paid out, or shall continue to be paid out, in accordance with the terms of Article IV. If a Participant dies before payments of his Benefits under the Plan have commenced, or after payments have commenced, but before they are completely paid, and the Participant has a Beneficiary other than his Spouse (as designated by the Participant, or determined by the Committee, in accordance with Section 5.2), then the Participant’s non-spousal Beneficiary shall be entitled to receive the present value of the Participant’s remaining Benefits in the form of a lump sum.

5.2 Designation of Beneficiary.

A Participant may, by delivering a written instrument to the Committee in the form attached hereto as Appendix B, designate one or more primary and contingent beneficiaries to receive his Benefit which may be payable to the Participant hereunder following the Participant’s death, and may designate the proportions in which such beneficiaries are to receive such payments. A Participant may change such designations from time to time, and the last written designation filed with the Committee prior to the Participant’s death shall control. If a Participant fails to specifically designate a beneficiary or, if no designated beneficiary survives the Participant, payment shall be made in the following order of priority:

(a) to the Participant’s surviving spouse; or if none,

(b) to the Participant’s children, per stirpes; or if none,

ARTICLE VI - ESTABLISHMENT OF TRUST;

AUTOMATIC FUNDING UPON A CHANGE IN CONTROL

The Bank may establish a Trust into which it may contribute assets which may be held subject to the claims of the Bank’s creditors in the event of the Bank’s “Insolvency” as defined in the Trust. In addition, prior to any Change in Control the Bank shall establish the Trust (if it has not been previously established), and shall contribute to the Trust an amount that is projected to be sufficient to enable the Trust to pay all Benefits that could become payable under the Plan. In the event of a Change in Control, the Trust shall be irrevocable until all benefits have been paid to all Participants.

ARTICLE VII - RIGHTS OF PARTICIPANTS;TERMINATION OR SUSPENSION UNDER FEDERAL LAW

The rights of Participants and of their Beneficiaries (if any) shall be solely those of unsecured creditors of the Bank. In the event that the Bank shall establish a Trust, assets of the

Bank may be held by the Trust, subject to claims by general creditors of the Bank by appropriate judicial action as provided by such Trust.

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

If the Bank is in default (as defined in Section 3(x)(1) of FDIA), all obligations under this Plan shall terminate as of the date of default; however, this Paragraph shall not affect the vested rights of the parties.

All obligations under this Plan shall terminate, except to the extent that continuation of this Plan is necessary for the continued operation of the Bank: (i) by the Director of the Office of Thrift Supervision (“Director of OTS”), or his or her designee, at the time that the Federal Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of FDIA; or (ii) by the Director of the OTS, or his or her designee, at the time that the Director of the OTS, or his or her designee approves a supervisory merger to resolve problems related to operation of the Bank or when the Bank is determined by the Director of the OTS to be in an unsafe or unsound condition. Such action shall not affect any vested rights of the parties.

If a notice served under Section 8(e)(3) or (g)(1) of the FDIA (12 U.S. C. 1818(e)(3) or (g)(1)) suspends and/or temporarily prohibits the Participant from participating in the conduct of the Bank’s affairs, the Bank’s obligations under this Plan shall be suspended as of the date of such service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion (i) pay the Participant 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.

To the extent required under federal banking law, the amount payable hereunder shall be reduced to the extent that on the date of an Outside Director’s termination of service as a Director, either (i) the present value of his Benefits exceeds the limitations that are set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision, if in effect on such date, or (ii) such reduction is necessary to avoid subjecting the Bank to a loss of tax deduction under Code section 280G.

ARTICLE VIII — INTERPRETATION OF THE PLAN

The Committee shall have sole and absolute discretion to administer, construe, and interpret the Plan, and the decisions of the Committee shall be conclusive and binding on all affected parties (unless such decisions are arbitrary and capricious).

ARTICLE IX - LEGAL FEES

In the event any dispute shall arise between an Inside Director and the Bank as to the terms and interpretation of the Plan, whether instituted by formal legal proceedings or otherwise, including any action taken by a Director to enforce the terms of this Plan or in defending against any action taken by the Bank, the Bank shall reimburse the Director for all costs and expenses, including reasonable attorney’s fees, arising from such dispute, proceedings or actions; provided that the Inside Director shall return such amounts to the Bank if he fails to obtain a final judgment by a court of competent jurisdiction or obtain a settlement of such dispute, proceedings, or actions substantially in his favor. Such reimbursements to a Director shall be paid within 10 days of the Director furnishing to the Bank written evidence, which may be in the form, among other things, of a cancelled check or receipt, of any costs or expenses incurred by the Director. Any such request for reimbursement by a Director shall be made no more frequently than at 30 day intervals.

ARTICLE X - MISCELLANEOUS PROVISIONS

10.1 Amendment

The Bank reserves the right to amend the Plan in any manner that it deems advisable by a resolution of the Board. No amendment shall, without the Participant’s consent, affect the amount of the Participant’s Benefit at the time the amendment becomes effective or the right of the Participant to receive a distribution of his Benefit.

10.2 Termination

The Bank reserves the right to terminate the Plan at any time. No termination shall, without the Participant’s consent, affect the amount of the Participant’s Benefit prior to the termination or the right of the Participant to receive a distribution of his Benefit.

10.3 No Assignment

The Participant shall not have the power to pledge, transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in advance any interest in amounts payable under the Plan or any of the payments provided for in the Plan, nor shall any interest in amounts payable or in any payments under the Plan be subject to seizure for payments of any debts, judgments, alimony or separate maintenance, or be reached or transferred by operation of law in the event of bankruptcy, insolvency or otherwise.

10.4 Incapacity.

If any person to whom a benefit is payable under the Plan is an infant or if the Administrator determines that any person to whom such benefit is payable is incompetent by reason of physical or mental disability, the Committee may cause the payments becoming due to such person to be made to another person for his benefit. Payments made pursuant to this Section shall, as to such payment, operate as a complete discharge of the Plan, the Bank, and the Committee.

10.5 Successors and Assigns

The provisions of the Plan are binding upon and inure to the benefit of the Bank, its respective successors and assigns, and the Participant, his beneficiaries, heirs, legal representatives and assigns.

10.6 Governing Law

The Plan shall be subject to and construed in accordance with the laws of the State of Illinois.

10.7 No Guarantee of Continued Service

Nothing contained in the Plan shall be construed to give any Participant the right to be retained on the Board, or any equity or other interest in the assets, business or affairs of the Bank.

10.8 Severability

If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been included.

10.9 Notification of Addresses

Each Participant and each beneficiary shall file with the Committee, from time to time, in writing, the post office address of the Participant, the post office address of each beneficiary, and each change of post office address. Any communication, statement or notice addressed to the last post office address filed with the Committee (or if no such address was filed with the Committee, then to the last post office address of the Participant or beneficiary as shown on the Bank’s records) shall be binding on the Participant and each beneficiary for all purposes of the Plan and neither the Committee nor the Bank shall be obligated to search for or ascertain the whereabouts of any Participant or beneficiary.

IN WITNESS WHEREOF, the Bank has caused this Plan to be executed this 17th day of April, 2001, by its duly authorized officer, effective as of January 1, 2001.

ATTEST/WITNESS:			A. J. SMITH FEDERAL SAVINGS BANK


By:	/s/ Donna Manuel			By:	/s/ Thomas R. Butkus
	Title: Secretary			Title:	President


	Date:	4-17-01		Date:	4-17-01

A. J. SMITH FEDERAL SAVINGS BANK

RETIREMENT PLAN

FOR OUTSIDE DIRECTORS

Appendix A

FORM OF PAYMENT ELECTION

To: Administrator, A. J. Smith Federal Savings Bank Retirement Plan for Outside Directors

A. J. Smith Federal Savings Bank 14757 South Cicero Avenue, Midlothian, Illinois 60445

Pursuant to Article IV, Section 4.2 of the Plan, the undersigned Participant hereby elects payment of the entire balance of his Memorandum Account in the following optional form:

o Lump Sum OR

o Annual Installments over years (not in excess of 20).

This election shall become effective as of the January 1, first occurring at least 12-months following the submission of this election to the Administrator and shall remain effective until the effective date of any subsequent, superseding election. If the undersigned’s termination of employment, death or disability, or a Change in Control (as defined in the Plan) occurs before a given election becomes effective, then payment from the Plan shall be made in accordance with the Participant’s preceding election; or, if no election currently is in effect, then payment shall be made in accordance with the first sentence of Section 4.1 of the Plan.

Dated at Midlothian, Illinois, this day of , 200

	PARTICIPANT



	Print Name

Received on behalf of the

Administrator this

day of , 200

A. J. SMITH FEDERAL SAVINGS BANK

RETIREMENT PLAN FOR OUTSIDE DIRECTORS

Appendix B

DESIGNATION OF BENEFICIARY

AGREEMENT, made this day of , 200 , by and between (the “Participant”), and A. J. Smith Federal Savings Bank (the “Bank”).

WHEREAS, the Bank has established that A.J. Smith Federal Savings Bank Retirement Plan for Outside Directors (the “Plan”), and the Participant is eligible to make a beneficiary designation with respect to any survivorship benefits that may become payable under Article V of said Plan;

NOW THEREFORE, it is mutually agreed as follows:

1. Primary Beneficiary designation.

Name of Primary Beneficiary	Mailing Address	Percentage of Death Benefit
			%
			%

2. Contingent Beneficiary. In the event that the primary beneficiary or beneficiaries named above are not living at the time of the Participant’s death, the participant hereby designates the following person(s) to be his or her contingent beneficiary for purposes of the Plan:

Name of Contingent Beneficiary	Mailing Address	Percentage of Death Benefit
			%
			%

3. Effect of Election. The elections made hereunder shall be revocable during the Participant’s lifetime, shall automatically supersede any prior elections made with respect to Article V of the Plan, and shall become irrevocable upon the Participant’s death.

4. Bank’s Commitment. The Bank agrees to make payment of the amount due the Participant in accordance with the terms of the Plan and the elections made by the Participant herein.

IN WITNESS WHEREOF, the parties hereto have hereunder set their hands the day and year first above-written.

Witnessed by:			PARTICIPANT



Print Name:			Print Name


Witnessed by:			BANK

			A. J. SMITH FEDERAL SAVINGS BANK


			By:
Print Name:			Title: