EXHIBIT 10.3
EMPLOYMENT AGREEMENT
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is made and entered into
as of June 29, 2004 (the "Effective Date") by and between First Federal Savings
and Loan Association of Edwardsville (the "Association"), a federally chartered
stock savings association, with its principal administrative office at ▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (the
"Executive"). References to the "Company" mean First Federal Financial Services,
Inc.
WHEREAS, the Executive is currently employed as the President and Chief
Executive Officer of the Association; and
WHEREAS, the Association recognizes the substantial contribution the
Executive has made to the Association and wishes to protect his position
therewith for the period provided in the Agreement; and
WHEREAS, the Association desires to assure itself of the continued
services of Executive pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:
1. POSITION AND RESPONSIBILITIES
During the period of his employment hereunder, Executive agrees to serve
as President and Chief Executive Officer of the Association. During said period,
Executive also agrees to serve, if elected, as an officer and director of any
subsidiary or affiliate of the Association.
2. TERMS AND DUTIES
(a) The period of Executive's employment under this Agreement shall begin
as of the date first above written and shall continue for six full calendar
months thereafter. Commencing on December 31, 2004 and continuing on December 31
of each year thereafter (the "Anniversary Date") this Agreement shall
automatically renew for an additional year, unless written notice of non-renewal
("Non-Renewal Notice") is provided to Executive at least (30) days and not more
than (60) days prior to any such Anniversary Date, that his employment shall
cease at the end of twelve (12) full calendar months following such Anniversary
Date. Prior to each notice period of non-renewal, the disinterested members of
the Board of Directors of the Association ("Board") will conduct a comprehensive
performance evaluation and review of the Executive for purposes of determining
whether to extend the Agreement, and the results thereof shall be included in
the minutes of the Board's meeting. Executive's duties shall include those
customarily performed by a President and Chief Executive Officer of a savings
and loan association, including activities and services related to the
organization, operation, and management of the Association, and such other
duties as may be determined by the Association's Board of Directors (the
"Association Board") from time to time. Executive shall at all times faithfully
perform his duties in the highest professional, ethical, and legal manner and in
accordance with the directives issued and policies adopted by the Association
Board.
(b) During the period of his employment hereunder, except for periods of
absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, Executive shall faithfully perform his duties hereunder
including activities ands services related to the organization, operation and
management of the Association.
3. COMPENSATION AND REIMBURSEMENT.
(a) The compensation specified under this Agreement shall constitute the
salary and benefits paid for the duties described in Section 2. The Association
shall pay Executive as compensation a salary not less than $96,036.00 per year
("Base Salary"). Such Base Salary shall be payable monthly or in accordance with
such other periodic payroll periods as the Association may adopt for the payment
of its management employees. During the period of this Agreement, Executive's
base salary shall be reviewed at least annually; the first such review will be
made no later than December 30, 2004 and by December 30 of each subsequent
calendar year during the term of this Agreement. Such review shall be conducted
by a Committee designated by the Board, and the Board may increase, but not
decrease, Executive's Base Salary (an increase in Base Salary shall become the
"Base Salary" for purposes of this Agreement). In addition to the Base Salary
provided in Section 3(a), the Association shall provide Executive at no cost to
Executive with all such other benefits as are provided uniformly to permanent
full-time employees of the Association.
(b) The Association will provide Executive with employee benefit plans,
arrangement and perquisites substantially equivalent to those in which Executive
was participating or otherwise deriving benefit from immediately prior to the
beginning of the term of this Agreement, and the Association will not, without
Executive's prior written consent, make any changes in such plans, arrangements
or perquisites which would adversely affect Executive's rights or benefits
thereunder. Without limiting the generality of the foregoing provisions of this
Section 3(b), Executive will be entitled to participate in or receive benefits
under any employee benefit plans, including but not limited to, retirement
plans, supplemental retirement plans, pension plans, profit-sharing plans,
health and accident plans, medical coverage or any other employee benefit plan
or arrangement made available by the Association in the future to its senior
executives and key management employees, subject to and on a basis consistent
with the terms, conditions, and overall administration of such plans and
arrangements. Executive will be entitled to incentive compensation and bonuses
as provided in any plan of the Association in which the Executive is eligible to
participate (and he shall be entitled to a pro rata distribution under any
incentive compensation or bonus plan as to any year in which a termination of
employment occurs, other than termination for Cause). Nothing paid to the
Executive under any such plan or arrangement will be deemed to be in lieu of
other compensation to which the Executive is entitled under this Agreement.
4. OUTSIDE ACTIVITIES.
The Executive may serve as a member of the board of directors of business,
community and charitable organizations subject to the approval of the Board,
provided that in each case such service shall not materially interfere with the
performance of his duties under this Agreement or
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present any conflict of interest. Such service to and participation in outside
organization shall be presumed for these purposes to be for the benefit of the
Association, and the Association shall reimburse the Executive his reasonable
expenses associated therewith.
5. WORKING FACILITIES AND EXPENSES
The Executive's principal place of employment shall be at the
Association's principal offices. The Association shall provide the Executive, at
his principal place of employment, with a private office, stenographic services
and other support services and facilities suitable to his position with the
Association and necessary or appropriate in connection with the performance of
his duties under this Agreement. The Association shall reimburse the Executive
for his ordinary and necessary business expenses incurred in connection with the
performance of his duties under this Agreement, including, without limitation,
fees for memberships in such clubs and organizations that Executive and the
Board mutually agree are necessary and appropriate to further the business of
the Association, and travel and reasonable entertainment expenses. Reimbursement
of such expenses shall be made upon presentation to the Association of an
itemized account of the expenses in such form as he Association may reasonably
require.
6. VESTING UPON AN EVENT OF TERMINATION
Upon the occurrence of an Event of Termination, the Executive will
immediately vest in any outstanding unvested stock options or shares of
restricted stock of the Company that have been awarded, except as provided in
Section 8 of this Agreement.
7. TERMINATION UPON RETIREMENT, DISABILITY OR DEATH
For purposes of this Agreement, termination by the Association of
Executive's employment based on the "Retirement" shall mean termination of the
Executive's employment by the Association upon attainment of age 65, or such
later date as determined by the Board. Upon termination of Executive's
employment upon Retirement, Executive shall be entitled to all benefits under
any retirement plan of the Association.
For purposes of this Agreement, "Disability" means: Executive becoming
materially incapacitated from fully performing Executive's duties under this
Agreement (taking into account reasonable accommodation by the Association to
the extent required by law) by reason of any illness, injury, or any other
condition for any period of time in excess of the paid and unpaid leave to which
he may then be entitled pursuant to the Association's policies as may be in
effect from time to time or by law. Provided, nothing in this paragraph shall
limit Executive's rights under the Family Medical Leave Act, the Americans With
Disabilities Act, or any other applicable law. In the event Executive is unable
to perform his duties under this Agreement by reason of illness or disability,
the Association may terminate this Agreement, provided that the Association
shall continue to be obligated to pay the Executive's Base Salary for six (6)
months after such termination, provided further than any amounts actually paid
to the Executive pursuant to any such disability insurance or other similar such
program which the Association has provided or may provide on behalf of its
employees or pursuant to any ▇▇▇▇▇▇▇'▇ or social
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security disability program shall reduce the compensation to be paid to the
Executive pursuant to this paragraph.
In the event of Executive's death during the term of the Agreement, his
estate, legal representatives or named beneficiaries (as directed by the
Executive in writing), shall be paid Executive's Base Salary as defined in
Paragraph 3(a) at the rate in effect at the time of Executive's death for a
period of six (6) months from the date of the Executive's death, and the
Association will continue to provide medical, dental, family and other benefits
normally provided for an Executive's family for six (6) months after Executive's
death, at the expense of the Association.
8. TERMINATION FOR CAUSE
The term "Termination for Cause" shall mean termination because of the
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit, intentional or negligent failure to
perform his duties, willful violation of any law, rule, or regulation (other
than minor traffic violations or similar offenses) or final cease-and- desist
order, or material breach of any provision of this Agreement. In determining
incompetence, the acts or omissions shall be measured against standards
generally prevailing in the savings institution industry. Executive shall not
have the right to receive compensation or other benefits for any period after
Termination for Cause. Any stock option granted to Executive under any stock
option plan of the Association, the Company or any subsidiary or affiliate
thereof, shall become null and void effective upon Executive's receipt of Notice
of Termination for Cause pursuant to Section 9 hereof, and shall not be
exercisable by Executive at any time subsequent to such Termination for Cause.
9. NOTICE
(a) Any termination of this Agreement by the Association or by Executive
shall be communicated by Notice of Termination to the other party hereto. For
purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated.
(b) "Date of Termination" shall mean (A) if Executive's employment is
terminated for Disability, thirty (30) days after a Notice of Termination is
given (provided that he shall not have returned to the performance of his duties
on a full-time basis during such thirty (30) day period), and (B) if his
employment is terminated for any other reason, the date specified in the Notice
of Termination (which, in the case of a Termination for Cause, shall be the date
such Notice of Termination is given).
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10. POST-TERMINATION OBLIGATIONS
(a) All payments and benefits to Executive under this Agreement shall be
subject to Executive's compliance with paragraph (b) of this Section during the
term of this Agreement and for one (1) full year after the expiration of
termination hereof.
(b) Executive shall, upon reasonable notice, furnish such information and
assistance to the Association as may reasonably be required by the Association
in connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party. In consideration for Executive's
assistance, the Association shall compensate Executive at an hourly rate as
reasonably determined by the Board.
11. NON-COMPETITION
(a) Executive agrees that he will not Compete (as defined below) anywhere
within the Non-Compete Area (as defined below) at any time during the
Non-Compete Period (as defined below).
(b) For purposes of this Employment Agreement, "Compete," "Competes with,"
"Competing," and similar terms mean to work for or advise, consult with, assist,
or otherwise serve, directly or indirectly, whether as an employee, independent
contractor, director, consultant, owner, or otherwise, any commercial bank, home
savings bank, savings and loan association, credit union, other financial
institution, or other entity whose business materially competes with the
depository, lending, or other business activities of the Association, the
Company, or any other affiliate (but as to affiliates other than the Association
or the Company, only those that are existing and constitute affiliates while
Executive is employed by the Association, the Company, or another affiliate,
whether such employment is pursuant to this Agreement or otherwise).
(c) The "Non-Compete Area" means all of St. Clair County and Madison
County in Illinois. For purposes of this Agreement, Executive's activities
during the Non-Compete Period shall be deemed to be within the Non-Compete Area
(i) Executive is employed by, consults with, or otherwise assists or serves any
bank, home savings bank, credit union, savings and loan association, or other
financial institution that has an office within Madison or St. Clair Counties in
Illinois, regardless of the location of Executive's principal office, if any,
provided for him by such entity, or (ii) Executive would be deemed to be
Competing in the Non-Compete Area without regard to this sentence. Provided,
however, clause (i) of the preceding sentence shall not apply if Executive is
employed in a state other than Illinois or Missouri. Executive acknowledges and
agrees that the scope of the restriction on Competing as set forth in this
paragraph is reasonable because of the clarity and reduction of the chance of
ambiguity it provides and in view of the ease with which banking business may be
transacted electronically and by other means that would otherwise allow the
spirit and intent of the provisions of this Section 11 to be frustrated.
(d) The "Non-Compete Period" means the time period from the Effective Date
until one (1) year after the later of the termination of this Agreement, or if
Executive is employed by the
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Association, Company or another affiliate at any time after the termination of
this Agreement, the termination of Executive's employment by such affiliate,
regardless of the reason for termination and regardless of whether termination
is initiated by Executive or by the Association, Company or other affiliate.
(e) Executive agrees that he will not, at any time during the Non-Compete
Period: (i) induce or attempt to induce any person to leave the employ of the
Association, Company or any other affiliate; or (ii) induce or attempt to induce
any customer or potential customer not to transact business with the
Association, Company or any other affiliate, or to transact business with any
entity that Competes with the Association, Company or any Affiliate.
(f) The restrictions on Executive's activities shall cease to apply and
Executive shall be permitted to Compete without restriction if Executive's
employment is terminated other than for Cause, including the Association giving
Executive a Non-Renewal Notice. The aforementioned restrictions on Executive's
activities shall apply and Executive shall not be permitted to Compete if
Executive gives Association a Non-Renewal Notice or terminates his employment in
breach of this Agreement.
12. CONFIDENTIAL INFORMATION
(a) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the Association, as may
exist from time to time, are valuable, special, and unique assets of the
Association. Executive acknowledges that the business of the Association is
highly competitive and that the Association has provided and will provide
Executive with access to Confidential Information (as defined below) relating to
the business of the Association, the Company and other Affiliates. Executive
agrees that he will not, during or after Executive's employment has terminated
with the Association, make any disclosure of Confidential Information except (i)
as necessary in the performance of his duties on behalf of the Association or
another Affiliate, (ii) as may be required to be provided to any federal or
state banking agency with jurisdiction over the Association or Executive, or
(iii) as may be required by any court order or lawfully issued subpoena.
Executive also agrees to preserve and protect the confidentiality of each third
party's confidential information (such as, for example, confidential information
of a customer of the Association obtained by Executive in the course of his
employment) to the same extent, and on the same basis, as the Confidential
Information.
(b) For purposes of this Agreement, "Confidential Information" means and
includes the confidential or proprietary information, business and marketing
plans, and trade secrets that have been or are hereafter developed or used by
the Association, the Company or any other Affiliate and which cannot be obtained
readily by third parties from outside sources. Confidential Information
includes, by way of example and without limitation, the following information
regarding: (i) plans for additional branches, possible locations of future
branches, and the plans for the marketing of business at those branches; (ii)
customers (including, but not limited to, the name, title, and position of the
customer's key personnel with respect to business (of the type conducted with
Association or any other Affiliate, and the specific needs, preferences,
concerns, corporate "personality," and other information about any customer that
is or would be useful in obtaining and maintaining the customer's repeat
business and goodwill); (iii) employees and
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applicants for employment (including, but not limited to, educational
background, particular skills and abilities, work history, compensation data,
work preferences, home telephone number, address, current availability, and
other information that is useful in attracting and assessing qualified employee
applicants); and (iv) marketing, financial, and industry information that is not
generally known to the public (including, but not limited to, strategies,
financial information, methods, and proposals).
(c) The provisions of this Section 12 may be enforced by an action for a
temporary restraining order, preliminary injunction, and permanent injunction,
in addition to all other remedies available to the Association in equity or at
law.
(d) The terms of this Section 12 shall survive the termination of this
Agreement and the termination of Executive's employment.
13. SOURCE OF PAYMENTS
(a) All payments provided in this Agreement shall be timely paid in case
or check from the general funds of the Association. The Company, however,
guarantees payment and provision of all amounts and benefits due hereunder to
Executive and, if such amounts and benefits due from the Association are not
timely paid or provided by the Association, such amounts and benefits shall be
paid or provided by the Company.
(b) Notwithstanding any provision herein to the contrary, to the extent
that payments and benefits, as provided by this Agreement, are paid to or
received by the Executive from the Company, such compensation payments and
benefits paid by the Company will be subtracted from amounts due simultaneously
to the Executive under similar provisions of this Agreement. Payments pursuant
to this Agreement shall be allocated in proportion to the level of activity and
the time expended on such activities by the Executive determined the Company and
he Association on a quarterly basis.
14. NO EFFECT ON EMPLOYEE QUALIFIED BENFIT PLANS OR PROGRAMS
The termination of the Executive's employment during the term of this
Agreement or thereafter, whether by the Company of the Executive, shall have no
effect on the vested rights of the Executive under the Company's or the
Association's qualified retirement, pension, profit sharing, or stock bonus
plans.
15. REQUIRED REGULATORY PROVISIONS
(a) The Association may terminate the Executive's employment at any time,
provided it pays Executive through the next Anniversary Date of the Agreement.
(b) If the Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Association's affairs by a
notice served under Section 8(e)(3) (12 USC ss.1818(e)(3)) or 8(g) (12 USC
ss.1818(g)) of the Federal Deposit Insurance Act, as amended by the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, the
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Associations obligations under this contract shall be suspended as of the date
of service, unless stayed by appropriate proceedings. If the charges in the
notice are dismissed, the Association may in its discretion (i) pay the
Executive all or part of the compensation withheld while their contract
obligations were suspended and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.
(c) If the Executive is removed and or permanently prohibited from
participating in the conduct of the Associations affairs by an order issued
under Section 8(e) 12 ss.1818(e)) or 8(g) (12 USC ss.1818(g)) of the Federal
Deposit Insurance Act, as amended by the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, all obligations of the Association under this
contract shall terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.
(d) If the Association is in default as defined in Section 3(x) (12 USC
ss.1813(x)(1)) of the Federal Deposit Insurance Act, as amended by the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, all obligations of
the Association under this contract shall terminate as of the date of default,
but this paragraph shall not affect any vested rights of the contracting
parties.
(e) All obligations of the Association under this contract shall be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the Association, (i) by the Federal
Deposit Insurance Corporation ("FDIC"), at the time the FDIC enters into an
agreement to provide assistance to or on behalf of the Association under the
authority contained in Section 13(c) (12 USC ss.1813(c)) of the Federal Deposit
Insurance Act, as amended by the Financial Institutions Reform, Recovery and
Enforcement Act of 1989; or (ii) when the Association is determined by the FDIC
to be in an unsafe or unsound condition. Any rights of the parties that have
already vested, however, shall not be affected by such action.
(f) Notwithstanding anything herein contained to the contrary, any
payments to the Executive by the Company, whether pursuant to this Agreement or
otherwise, are subject to and conditioned upon their compliance with Section
18(k) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and the
regulations promulgated thereunder in 12 C.F.R. Part 359.
16. NO ATTACHMENT
(a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to the execution,
attachment, levy, or similar process or assignment by operation of law, any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.
(b) This Agreement shall be binding upon, and inure to the benefit of,
Executive and the Association and their respective successors and assigns,
provided that Executive may not assign any of his rights or obligations
hereunder except the right to receive money.
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17. ENTIRE AGREEEMENT; MODIFICATION AND WAIVER
(a) This instrument contains the entire agreement of the parties relating
to the subject matter hereof, and supercedes in its entirety any and all prior
agreements, understandings or representations relating to the subject matter
hereof. No modifications of this Agreement shall be valid unless made in writing
and signed by the parties hereto.
(b) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.
(c) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver unless specifically stated therein, and each such waiver shall operate
only as to the specific term or condition waived and shall not constitute a
waiver of such term or condition for the future as to any act other than that
specifically waived.
18. SEVERABILITY
If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall to the full extent be consistent
with law continue in full force and effect.
19. HEADINGS FOR REFERENCE ONLY
The headings of sections and paragraphs herein included solely for
convenience of reference and shall not control the meaning of interpretation of
any of the provisions of this Agreement.
20. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Illinois but
only to the extent not superceded by federal law.
21. ARBITRATION
Any dispute arising under or in connection with this Agreement or
Executive's employment by Association or the Company shall be resolved pursuant
to arbitration provided that nothing herein shall prevent either party from
seeking a temporary restraining order, preliminary injunction, permanent
injunction, or other equitable relief for breach or threatened breach by the
other party of any of the terms of this Agreement. All other disputes, including
all disputes for money damages, shall be resolved by arbitration.
(a) The arbitration shall be conducted before an arbitrator selected by
agreement of the parties, and if the parties fail to agree on an arbitrator
within 10 days of any party informing
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another that a dispute exists and therewith making a demand for arbitration, by
the American Arbitration Association ("AAA") in accordance with its rules for
selecting an arbitrator.
(b) The arbitration shall be conducted at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, or such other place in Madison County, Illinois as
Association may designate.
(c) The arbitration shall be conducted in accordance with the AAA's then
effective arbitration rules. The arbitrator shall have all of the powers, both
in law and in equity, that would be available to a court having jurisdiction
over the parties and over the subject matter of the dispute, but not the power
to award punitive damages. Such powers shall include, but shall not be limited
to, the power to require specific performance. Judgment upon an award in
arbitration may be entered in any court. The parties agree that the
determination of any dispute that may arise is essential and agree to seek
speedy processing of any dispute by the arbitrator.
22. INDEMNIFICATION
During the term of this Agreement and for a period of (1) year thereafter,
the Association shall provide Executive at its expense (including his heirs,
executors and administrators) with coverage under the same standard directors
and officers liability insurance policy provided to its directors and officers,
if any, and shall indemnify Executive (and his heirs, executors and
administrators) to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by him in connection with or
arising out of any action, suit or proceeding in which he may be involved by
reason of his having been director or officer of the Association (whether or not
he continues to be a director or officer at the time of incurring such expenses
or liabilities), such expenses and liabilities to include, but not limited to,
judgment, court costs and attorney fees and the cost of reasonable settlements
(such settlements must be approved by the Board). If such action, suit or
proceeding is brought against Executive in his capacity as an officer or
director of the Association, however, such indemnification shall not extend to
matters as to which Executive is finally adjudged to be liable for willful
misconduct in the performance of his duties.
23. SUCCESSOR TO THE ASSOCIATION
The Association shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business assets of the Association or the Company,
expressly and unconditionally to assume and agree to perform the Association's
obligations under this Agreement, in the same manner and to the same extent that
the Association would be required to perform if no such succession or assignment
had taken place.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
ATTEST: FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF EDWARDSVILLE
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- -----------------------------------
Secretary
ATTEST: FIRST FEDERAL FINANCIAL SERVICES,
INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- -----------------------------------
Secretary
EXECUTIVE:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
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