Jacksonville Savings Bank Salary Continuation Plan 2

Jacksonville Savings Bank

Salary Continuation Plan 2

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JACKSONVILLE SAVINGS BANK

SALARY CONTINUATION PLAN 2

This SALARY CONTINUATION PLAN 2 (this "Plan") is adopted this 2nd day of

September 2008, by Jacksonville Savings Bank, a state-chartered savings bank

located in Jacksonville, Illinois (the "Company").

The purpose of this Plan is to provide specified benefits to eligible

Participants, members of a select group of management or highly compensated

employees who contribute materially to the continued growth, development and

future business success of the Company. This Plan shall be unfunded for tax

purposes and for purposes of Title I of the Employee Retirement Income Security

Act of 1974 ("ERISA"), as amended from time to time.

Article 1

Definitions

Whenever used in this Plan, the following words and phrases shall have the

meanings specified:

1.1 "Account Value" means the amount shown on a Participant's Schedule A under

the heading Account Value. The parties expressly acknowledge that the

Account Value may be different than the liability that should be accrued by

the Company, under Generally Accepted Accounting Principles ("GAAP"), for

the Company's obligation to the Participant under this Plan. The Account

Value on any date other than the end of a Plan Year shall be determined by

adding the prorated increase attributable for the current Plan Year to the

Account Value for the previous Plan Year.

1.2 "Beneficiary" means each designated person or entity, or the estate of the

deceased Participant, entitled to any benefits upon the death of the

Participant pursuant to Article 4.

1.3 "Beneficiary Designation Form" means the form established from time to time

by the Plan Administrator that the Participant completes, signs and returns

to the Plan Administrator to designate one or more Beneficiaries.

1.4 "Board" means the Board of Directors of the Company as from time to time

constituted.

1.5 "Change in Control" means a change in the ownership or effective control of

the Company, or in the ownership of a substantial portion of the assets of

the Company, as such change is defined in Code Section 409A and regulations

thereunder.

1.6 "Code" means the Internal Revenue Code of 1986, as amended, and all

regulations and guidance thereunder, including such regulations and

guidance as may be promulgated after the Effective Date.

1.7 "Disability" means the Participant: (i) is unable to engage in any

substantial gainful activity by reason of any medically determinable

physical or mental impairment which can be expected to result in death or

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can be expected to last for a continuous period of not less than twelve

(12) months; or (ii) is, by reason of any medically determinable physical

or mental impairment which can be expected to result in death or can be

expected to last for a continuous period of not less than twelve (12)

months, receiving income replacement benefits for a period of not less than

three (3) months under an accident and health plan covering employees or

directors of the Company. Medical determination of Disability may be made

by either the Social Security Administration or by the provider of an

accident or health plan covering employees or directors of the Company,

provided that the definition of "disability" applied under such insurance

program complies with the requirements of the preceding sentence. Upon the

request of the Plan Administrator, the Participant must submit proof to the

Plan Administrator of the Social Security Administration's or the

provider's determination.

1.8 "Early Retirement" means Separation from Service after Early Retirement Age

and before Normal Retirement Age.

1.9 "Early Retirement Age" means the Participant attaining age fifty-five (55)

and completing five (5) Years of Service.

1.10 "Effective Date" means January 1, 2008.

1.11 "Normal Retirement Age" means the Participant attaining age sixty-five

(65).

1.12 "Normal Retirement Date" means the later of Normal Retirement Age or

Separation from Service.

1.13 "Participant" means an employee of the Company (i) who is selected to

participate in the Plan, (ii) who elects to participate in the Plan, (iii)

who signs a Participation Agreement and a Beneficiary Designation Form,

(iv) whose signed Participation Agreement and Beneficiary Designation Form

are accepted by the Plan Administrator, (v) who commences participation in

the Plan, and (vi) whose Participation has not terminated.

1.14 "Participation Agreement" means the form established from time to time by

the Plan Administrator that the Participant completes, signs and returns to

the Plan Administrator to acknowledge participation in the Plan.

1.15 "Plan Administrator" means the Board or such committee or person as the

Board shall appoint.

1.16 "Plan Year" means each twelve (12) month period commencing on January 1 and

ending on December 31 of each year. The initial Plan Year shall commence on

the Effective Date of this Plan and end on the following December 31.

1.17 "Schedule A" means the schedule attached to a Participant's Participation

Agreement and made a part hereof. Schedule A shall be updated upon a change

in any of the benefits under Articles 3 or 4.

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1.18 "Separation from Service" means termination of the Participant's employment

with the Company for reasons other than death or Disability. Whether a

Separation from Service has occurred is determined based on whether the

facts and circumstances indicate that the Company and Participant

reasonably anticipated that no further services would be performed after a

certain date or that the level of bona fide services the Participant would

perform after such date (whether as an employee or as an independent

contractor) would permanently decrease to no more than fifty percent (50%)

of the average level of bona fide services performed (whether as an

employee or an independent contractor) over the immediately preceding

thirty-six (36) month period (or the full period of services to the Company

if the Participant has been providing services to the Company less than

thirty-six (36) months).

1.19 "Specified Employee" means an employee who at the time of Separation from

Service is a key employee of the Company, if any stock of the Company is

publicly traded on an established securities market or otherwise. For

purposes of this Plan, an employee is a key employee if the employee meets

the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied

in accordance with the regulations thereunder and disregarding section

416(i)(5)) at any time during the twelve (12) month period ending on

December 31 (the "identification period"). If the employee is a key

employee during an identification period, the employee is treated as a key

employee for purposes of this Plan during the twelve (12) month period that

begins on the first day of April following the close of the identification

period.

1.20 "Termination for Cause" shall have the meaning set forth in Article 6.

1.21 "Years of Service" means the twelve (12) consecutive month period beginning

on the Participant's date of hire and any twelve (120 month anniversary

thereof during the entirety of which time the Participant is an employee of

the Company. Service with a subsidiary or other entity controlled by the

Company before the time such entity became a subsidiary or under such

control shall not be considered "credited service."

Article 2

Eligibility and Participation

2.1 Selection by Plan Administrator. Participation in the Plan shall be limited

to a select group of management and highly compensated employees as

determined by the Plan Administrator in its sole discretion. From that

group, the Plan Administrator shall select, in its sole discretion,

employees to participate in the Plan.

2.2 Enrollment Requirements. As a condition to participation, each selected

employee shall complete, execute and return to the Plan Administrator a

Participation Agreement and a Beneficiary Designation Form. In addition,

the Plan Administrator may establish from time to time such other

enrollment requirements as it determines in its sole discretion are

necessary.

2.3 Eligibility; Commencement of Participation. Provided an employee selected

to participate in the Plan has met all enrollment requirements set forth in

this Plan and required by the Plan Administrator, that employee will be

covered by the Plan and will be eligible to receive benefits at the time

and in the manner provided hereunder, subject to the provisions of the Plan

and the Participant's Participation Agreement.

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2.4 Termination of Participation and/or Eligibility. If the Plan Administrator

determines in good faith that a Participant no longer qualifies as a member

of a select group of management or highly compensated employees, as

membership in such group is determined in accordance with Sections 201(2),

301(a)(3) and 401(a)(1) of ERISA, the Plan Administrator shall have the

right, in its sole discretion, to (i) prevent the Participant from accruing

additional benefits hereunder, and/or (ii) terminate the Participant's

participation in the Plan.

Article 3

Distributions During Lifetime

3.1 Normal Retirement Benefit. Upon the Normal Retirement Date, the Company

shall distribute to the Participant the benefit described in this Section

3.1 in lieu of any other benefit under this Article.

3.1.1 Amount of Benefit. The annual benefit under this Section 3.1 is the

amount shown on the Participant's Participation Agreement.

3.1.2 Distribution of Benefit. The Company shall distribute the annual

benefit to the Participant in twelve (12) equal monthly installments

commencing on the first day of the month following the Normal

Retirement Date. The annual benefit shall be distributed to the

Participant for ten (10) years.

3.2 Early Retirement Benefit. If Early Retirement occurs, the Company shall

distribute to the Participant the benefit described in this Section 3.2 in

lieu of any other benefit under this Article.

3.2.1 Amount of Benefit. The benefit under this Section 3.2 is the Account

Value determined as of the end of the month preceding Separation from

Service, subject to the vesting percentage shown on the Participant's

Participation Agreement.

3.2.2 Distribution of Benefit. The Company shall distribute the benefit to

the Participant one hundred twenty (120) equal monthly installments

commencing on the first day of the month following Separation from

Service.

3.3 Disability Benefit. If the Participant experiences a Disability which

results in Separation from Service prior to Early Retirement Age, the

Company shall distribute to the Participant the benefit described in this

Section 3.3 in lieu of any other benefit under this Article.

3.3.1 Amount of Benefit. The benefit under this Section 3.3 is one hundred

percent (100%) of the Account Value determined as of the end of the

month preceding such Separation from Service.

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3.3.2 Distribution of Benefit. The Company shall distribute the benefit to

the Participant in one hundred twenty (120) equal monthly installments

commencing on the first day of the month following Separation from

Service.

3.4 Change in Control Benefit. If a Change in Control occurs followed by

Separation from Service prior to Normal Retirement Age, the Company shall

distribute to the Participant the benefit described in this Section 3.4 in

lieu of any other benefit under this Article.

3.4.1 Amount of Benefit. The annual benefit under this Section 3.4 is the

Normal Retirement Benefit amount described in Section 3.1.1.

3.4.2 Distribution of Benefit. The Company shall distribute the annual

benefit to the Participant in twelve (12) monthly installments

commencing on the first day of the month following Separation from

Service. The annual benefit shall be distributed to the Participant

for fifteen (15) years.

3.5 Restriction on Commencement of Distributions. Notwithstanding any provision

of this Plan to the contrary, if the Participant is considered a Specified

Employee, the provisions of this Section 3.5 shall govern all distributions

hereunder. Solely to the extent necessary to avoid penalties under Code

Section 409A, no distribution shall be made during the first six (6) months

following Separation from Service. Rather, any distribution which would

otherwise be paid to the Participant during such period shall be

accumulated and paid to the Participant in a lump sum on the first day of

the seventh month following Separation from Service. All subsequent

distributions shall be paid in the manner specified.

3.6 Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code

Section 409A, the Federal Insurance Contributions Act or other state, local

or foreign tax, the Participant becomes subject to tax on the amounts

deferred hereunder, then, the Company may make a limited distribution to

the Participant in accordance with the provisions of Treasury Regulations

Section 1.409A-3(j)(vi), (vii) and (xi). Any such distribution will

decrease the Participant's benefit hereunder.

3.7 Change in Form or Timing of Distributions. For distribution of benefits

under this Article 3, the Participant and the Company may, subject to the

terms of Section 9.1, amend this Plan to delay the timing or change the

form of distributions. Any such amendment:

(a) may not accelerate the time or schedule of any distribution, except as

provided in Code Section 409A;

(b) must, for benefits distributable under Sections 3.1, 3.2, 3.3 and 3.4,

delay the commencement of distributions for a minimum of five (5)

years from the date the first distribution was originally scheduled to

be made; and

(c) must take effect not less than twelve (12) months after the amendment

is made.

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Article 4

Distribution at Death

4.1 Death During Active Service. If the Participant dies prior to Separation

from Service or a Change in Control, the Company shall distribute to the

Beneficiary the benefit described in this Section 4.1. This benefit shall

be distributed in lieu of any benefit under Article 3.

4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the Normal

Retirement Benefit amount described in Section 3.1.1.

4.1.2 Distribution of Benefit. The Company shall distribute the benefit to

the Beneficiary in twelve (12) equal monthly installments for ten (10)

years commencing on the first day of the fourth month following the

Participant's death. The Beneficiary shall be required to provide to

the Company the Participant's death certificate.

4.2 Death During Distribution of a Benefit. If the Participant dies after any

benefit distributions have commenced under this Plan but before receiving

all such distributions, the Company shall distribute to the Beneficiary the

remaining benefits at the same time and in the same amounts they would have

been distributed to the Participant had the Participant survived.

4.3 Death Before Benefit Distributions Commence. If the Participant is entitled

to benefit distributions under this Plan but dies prior to the commencement

of said benefit distributions, the Company shall distribute to the

Beneficiary the same benefits to which the Participant was entitled prior

to death, except that the benefit distributions shall be paid in the manner

specified in Section 4.1.2 and shall commence on the first day of the

fourth month following the Participant's death.

Article 5

Beneficiaries

5.1 In General. The Participant shall have the right, at any time, to designate

a Beneficiary to receive any benefit distributions under this Plan upon the

death of the Participant. The Beneficiary designated under this Plan may be

the same as or different from the beneficiary designated under any other

plan of the Company in which the Participant participates.

5.2 Designation. The Participant shall designate a Beneficiary by completing

and signing the Beneficiary Designation Form and delivering it to the Plan

Administrator or its designated agent. If the Participant names someone

other than the Participant's spouse as a Beneficiary, the Plan

Administrator may, in its sole discretion, determine that spousal consent

is required to be provided in a form designated by the Plan Administrator,

executed by the Participant's spouse and returned to the Plan

Administrator. The Participant's beneficiary designation shall be deemed

automatically revoked if the Beneficiary predeceases the Participant or if

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the Participant names a spouse as Beneficiary and the marriage is

subsequently dissolved. The Participant shall have the right to change a

Beneficiary by completing, signing and otherwise complying with the terms

of the Beneficiary Designation Form and the Plan Admini