EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of October 1, 2006, by and between American Federal Savings Bank (the “BANK”) and Peter J. Johnson (“EXECUTIVE”).

WHEREAS, EXECUTIVE serves in a position of substantial responsibility;

WHEREAS, the BANK wishes to assure itself of the services of EXECUTIVE for the period provided in this Agreement; and

WHEREAS, EXECUTIVE is willing to serve in the employ of the BANK on a full-time basis for said period.

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 Executive Vice President and Chief Financial Officer of the BANK. Executive shall render administrative and management duties to the BANK such as are customarily performed by persons situated in a similar executive capacity.

2.   TERMS AND DUTIES.

(a)   The initial term of this Agreement shall be two (2) years and be deemed to have commenced as of October 1, 2006 and shall continue for a period ending September 30, 2008. Commencing on or about September 1 of each year from 2007 through 2008, the Board of Directors of the BANK (the “Board”) shall perform an annual review of this Employment Agreement. Commencing in September 2008, the Board may extend or renew the Agreement for an additional two year term. Prior to the extension or renewal of the Agreement as provided herein, the Board of the BANK will conduct a formal performance evaluation of EXECUTIVE for purposes of determining whether to extend or renew the Agreement, and the results thereof shall be included in the minutes of the Board’s meeting.

(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 devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder including activities and services related to the organization, operation and management of the BANK; provided, however, that, with the approval of the Board, as evidenced by a resolution of such Board, from time to time, EXECUTIVE may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in such Board’s judgment, will not present any conflict of interest with the BANK, or materially affect the performance of EXECUTIVE’s duties pursuant to this Agreement.

3.   COMPENSATION AND REIMBURSEMENT.

(a)   The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Sections 1 and 2. The BANK shall pay EXECUTIVE as compensation a salary of $112,000 per year (“Base Salary”). Such Base Salary shall be payable in accordance with the customary payroll practices of the BANK. 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 one year from the date 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. In addition to the Base Salary provided in this Section 3(a), the BANK shall provide EXECUTIVE at no cost to EXECUTIVE with all such other benefits as are provided uniformly to regular (not temporary) full-time employees of the BANK.

(b)   The BANK will provide EXECUTIVE with employee benefit plans, arrangements 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. Without limiting the generality of the foregoing provisions of this Subsection (b), EXECUTIVE will be entitled to participate in or receive benefits under any employee benefit plans including, but not limited to, retirement plans, profit-sharing plans, health-and-accident plans, medical coverage or any other employee benefit plan or arrangement made available by the BANK 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, or pursuant to any arrangement of the BANK in which EXECUTIVE is eligible to participate. Nothing paid to EXECUTIVE under any such plan or arrangement will be deemed to be in lieu of other compensation to which EXECUTIVE is entitled under this Agreement.

(c)   In addition to the Base Salary provided for by paragraph (a) of this Section 3, the BANK shall pay or reimburse EXECUTIVE for all reasonable travel and other obligations under this Agreement and may provide such additional compensation in such form and such amounts as the Board may from time to time determine.

4.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

(a)   Upon the occurrence of an Event of Termination (as herein defined) during EXECUTIVE’s term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following; (i) the termination by the BANK of EXECUTIVE’s full-time employment hereunder for any reason (except termination for cause as defined in Section 7 hereof): disability, as defined in Section 5(a) hereof; death; resignation or retirement, as defined in Section 6 hereof; (ii) EXECUTIVE’s resignation from the BANK’s employ, upon (A) (unless consented to by EXECUTIVE) a material change in EXECUTIVE’s function, duties, title or responsibilities, which change would cause EXECUTIVE’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2, above (any such material change shall be deemed a continuing breach of this Agreement), (B) (unless consented to by EXECUTIVE) a relocation of EXECUTIVE’s principal place of employment by more than 50 miles from its location at the effective date of this Agreement, or, without EXECUTIVE’s consent, a material reduction in the benefits and perquisites to EXECUTIVE from those being provided as of the effective date of this Agreement, (C) the liquidation or dissolution of the BANK, or (D) any breach of this Agreement by the BANK. Upon the occurrence of any event described in clauses (A), (B), (C), or (D), above, EXECUTIVE shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within a reasonable period of time not to exceed, except in case of a continuing breach, four (4) calendar months after the event giving rise to such right to elect.

(b)   Upon the occurrence of an Event of Termination as described in Section 4(a) hereof, the BANK shall pay EXECUTIVE, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the payments due to EXECUTIVE for the remaining term of the Agreement, including Base Salary (of not less than one year if an Event of Termination occurs with a term of less than one year remaining under this Agreement), bonuses, and any other cash or deferred compensation paid or to be paid (including the value of employer contributions that would have been made on EXECUTIVE’s behalf over the remaining term of the agreement to any tax-qualified retirement plan sponsored by the BANK as of the Date of Termination) to EXECUTIVE for the term of the Agreement provided, however, that if the BANK is not in compliance with its minimum capital requirements or if such payments would cause the BANK’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the BANK is in capital compliance. All payments made pursuant to this Section 4(b) shall be paid in substantially equal monthly installments over the remaining term of this Agreement following EXECUTIVE’s termination; provided, however, that if the remaining term of the Agreement is less than one (1) year (determined as of EXECUTIVE’s Date of Termination), such payments and benefits shall be paid to EXECUTIVE in a lump sum within thirty (30) days of the Date of Termination.

(c)   Upon the occurrence of an Event of Termination, the BANK will continue to pay life, medical, and disability insurance having substantially identical coverage to that maintained by the BANK for EXECUTIVE prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this agreement unless the remaining term is less than one year in which case the remaining term shall be deemed a one year term.

5.   TERMINATION FOR DISABILITY.

(a)   If EXECUTIVE shall become disabled as defined in the BANK’s then current disability plan (or, if no such plan is then in effect, if EXECUTIVE is permanently and totally disabled within the meaning of Section 22(e)(3) of the Code as determined by a physician designated by the Board), the BANK may terminate EXECUTIVE’s employment for “Disability.”

(b)   Upon EXECUTIVE’s termination of employment for Disability, the BANK will pay EXECUTIVE, as disability pay, a monthly payment equal to three-quarters (3/4) of EXECUTIVE’s monthly Base Salary on the effective date of such termination. These disability payments shall commence on the effective date of EXECUTIVE’s termination and will end on the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE’s full-time employment by another employer; (iii) EXECUTIVE attaining the age of sixty-five (65); or (iv) EXECUTIVE’s death; or (v) the expiration of this Agreement unless such Agreement expires in less than one year in which case the Agreement shall be deemed to expire in one year. The disability pay shall be reduced by the amount, if any, paid to EXECUTIVE under any plan of the BANK providing disability benefits to EXECUTIVE.

(c)   The BANK will cause to be continued any life, medical, and disability coverage in existence at the time of termination for disability substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination for Disability. The coverage and payments described herein shall cease upon the earlier of (i) the date EXECUTIVE returns to the full-time employment of the BANK, in the same capacity as he was employed prior to his termination for Disability and pursuant to an employment agreement between EXECUTIVE and the BANK; (ii) EXECUTIVE’s full-time employment by another employer; (iii) EXECUTIVE’s attaining the age of sixty-five (65); (iv) EXECUTIVE’s death; or