DIRECTOR FEE CONTINUATION AGREEMENT

DIRECTOR FEE CONTINUATION AGREEMENT

As Amended and Restated

THIS AGREEMENT, made and entered into this day of , 2008, by and between GCF Bank, a bank organized and existing under the laws of the United States (hereinafter referred to as the “Bank”), and_____________, a member of the Board of Directors of the Bank (hereinafter referred to as the “Director”).

WITNESSETH:

WHEREAS, the Bank and the Director have previously entered into the Director Fee Continuation Agreement (the “Director Plan”), effective ________ __, ____.

WHEREAS, it is the consensus of the Board of Directors (hereinafter referred to as the “Board”) that the Director’s services to the Bank in the past have been of exceptional merit and have constituted an invaluable contribution to the general welfare of the Bank and in bringing it to its present status of operating efficiency, and its present position in its field of activity;

WHEREAS, the Director’s experience, knowledge of the affairs of the Bank, reputation, and contacts are so valuable that assurance of the Director’s continued services is essential for the future growth and profits of the Bank and it is in the best interests of the Bank to arrange terms of continued service for the Director so as to reasonably assure the Director’s remaining in the Bank’s service during the Director’s lifetime or until the age of retirement;

WHEREAS, it is the desire of the Bank that the Director’s services be retained as herein provided;

WHEREAS, certain revisions to the Director Plan are necessary in order to conform such Director Plan to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and related regulations and notices promulgated thereunder, with such revisions to be effective as of January 1, 2009.

ACCORDINGLY, it is the desire of the Bank and the Director to enter into this Agreement under which the Bank will agree to make certain payments to the Director at retirement or the Director’s beneficiary(ies) in the event of the Director’s death pursuant to this Agreement;

FURTHERMORE, it is the intent of the parties hereto that this Director Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Director, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended (“ERISA”). The Director is fully advised of the Bank’s financial status and has had substantial input in the design and operation of this benefit plan; and

NOW, THEREFORE, that the Director Plan shall be revised, amended and restated in its entirety, effective as of January 1, 2009, as follows:

The Director is willing to continue to serve the Bank in such capacity and with such duties and responsibilities as may be assigned, and with such compensation as may be determined from time to time by the Board of Directors of the Bank. Neither this Agreement nor the payments of any benefits hereunder shall be construed as giving to the Director any right to be retained and or re-elected as a member of the Board of Directors of the Bank.

The fee continuation benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Director and are not part of any fee reduction plan or an arrangement deferring a bonus or a fee increase. The Director has no option to take any current payment or bonus in lieu of these fee continuation benefits except as set forth hereinafter.

The Director shall retire from active service with the bank effective the date of the annual meeting of the bank immediately following the Director’s eightieth (80 ^th ) birthday, provided however a Director serving on April 27 ^th 1987 is grandfathered. The Director may retire on or subsequent to the Director’s sixty-fifth (65 ^th ) birthday if the Director has served the Bank for ten (10) full years from the date of first service, unless by action of the Board of Directors this period of active service shall be shortened or extended.

Normal Retirement Age shall mean age eighty (80), or age sixty-five (65) or later if the Director has served the Bank for ten (10) full years from the date of first service with the Bank.

For those Directors who have served the Bank on or prior to the Effective Date of this Agreement, upon said retirement, the Bank, commencing with the first day of the month following the date of such retirement, shall pay the Director one-hundred percent (100%) of an annual benefit equal to fifty percent (50%) of the average of the three (3) years highest Director’s total compensation as recorded on

the Director’s 1099 prior to the Director’s retirement. For those Directors who shall serve the Bank subsequent to the Effective Date of this Agreement, the Bank shall pay the Director the Director’s vested percentage of the benefit set forth hereinabove. Said benefit shall be paid annually for a period of ten (10) years; provided, that if less than ten (10) such annual payments have been made prior to the death of the Director, the Bank shall at the sole discretion of the Bank continue such annual payments to the individual(s) or entity(ies) the Director may have designated in writing and filed with the Bank until the full number of ten (10) annual payments have been made, or make the total amount of said payments due in a lump sum reduced to present value as set forth in Subparagraph XI (J) to said beneficiary(ies). In the absence of any effective beneficiary designation, any such amounts becoming due and payable upon the death of the Director shall be payable to the duly qualified executor or administrator of the Director’s estate, if so appointed. Said payments due hereunder shall begin the first day of the second month following the decease of the Director, provided however in the absence of any effective beneficiary designation, if no executor or administrator is appointed, the Bank shall not pay said death benefit until said appointment.

“Disability” (total and permanent disability) means total and permanent disability within the meaning of the Social Security Act.

In the event the Director should die while actively serving the Bank at any time after the date of this Agreement but prior to the Director attaining the Normal Retirement Age, the Bank will pay an annual benefit equal to fifty percent (50%) of the average of the three (3) years highest Director’s total compensation as recorded on the Director’s 1099 prior to the Director’s death at the sole discretion of the Bank in a lump sum reduced to present value as set forth in Subparagraph XI (K), or annually for a period of ten (10) years to the individual(s) or entity(ies) the Director may have designated in writing and filed with the Bank. In the absence of any effective beneficiary designation, any such amounts becoming due and payable upon the death of the Director shall be payable to the duly qualified executor or administrator of the Director’s estate, if so appointed. Said payments due hereunder shall begin the first day of the second month following the decease of the Director, provided however in the absence of any effective beneficiary designation, if no executor or administrator is appointed, the Bank shall not pay said death benefit until said appointment.

PERMISSIBLE LUMP-SUM PAYOUTS. Notwithstanding the foregoing, the Bank may, in its sole discretion, commence pay-out of the vested amount in such Director’s benefit at any time, provided that such pay-out amount shall be in an amount equal to not less than the lump sum value of such vested benefits, determined on the date of such pay-out; provided that such pay-out (1) accompanies the termination of the Director’s entire interest under the Agreement and all similar arrangements that constitute a nonqualified deferred compensation plan under Regulations at Section 1.409A-1(c) applicable to Section 409A of the

Code; and (2) the payment is not greater than the applicable dollar amount under Code Section 402(g)(1)(B).

The Bank shall account for this benefit using the regulatory accounting principles of the Bank’s primary federal regulator. The Bank shall establish an accrued liability retirement account for the Director into which appropriate reserves shall be accrued.

Director’s interest in the benefits that are the subject of this Agreement shall be subject to an annual vesting percentage of ten percent (10%) for each full year of service with the Bank from the date of first service on the Board of the Bank (to a maximum of 100%).

Subject to Subparagraph VIII (i) hereinbelow, in the event that the service of the Director shall terminate prior to retirement as provided in Paragraph III (A), or by the Director’s voluntary action, or by the Director’s discharge or failure to be re-elected, by the Bank without cause, then this Agreement shall terminate upon the date of such termination of service and the Bank shall pay to the Director as severance compensation an amount of money equal to the accrued balance of the Director’s liability reserve account multiplied by the Director’s cumulative vested percentage (Paragraph VII). This severance compensation shall be paid in ten (10) equal annual payments.

In the event the Director’s death should occur after such severance but prior to the completion of the annual payments provided for in this Paragraph VIII, the remaining installments, or a lump sum, at the sole discretion of the Bank, shall be paid to the individual(s) or entity(ies) the Director may have designated in writing and filed with the Bank. In the absence of any effective beneficiary designation, any such amounts shall be payable to the duly qualified executor or administrator of the Director’s estate, if so appointed. Said payments due hereunder shall begin the first day of the second month following the decease of the Director, provided however in the absence of any effective beneficiary designation, if no executor or administrator is appointed, the bank shall not make any payment until said appointment.

(i)         Discharge or Non Re-Election for Cause: In the event the Director shall be discharged or not re-elected for cause at any time, all benefits provided herein shall be forfeited. The term “for cause” shall mean any of the following that result in an adverse effect on the Bank: (i) negligence or neglect; (ii) the commission of a felony, disorderly persons offense or misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) the

willful violation of any law, rule, or regulation (other than a traffic violation or similar offense); (iv) an intentional failure to perform stated duties; or (v) a breach of fiduciary duty involving personal profit. If a dispute arises as to payment of benefits premised upon whether a discharge or non re-election is “for cause,” such dispute shall be resolved by arbitration as set forth in PARAGRAPH XII (B). A determination by an arbitrator that a discharge or non re-election was not “for cause” shall govern the parties solely as to payment of benefits hereunder and shall not entitle the Director to be reinstated or re-elected to service on the board.

“Change in Control” shall mean: (i) a change in ownership of the Bank under paragraph (a) below, or (ii) a change in effective control of the Bank under paragraph (b) below, or (iii) a change in the ownership of a substantial portion of the assets of the Bank under paragraph (c) below:

(a) CHANGE IN THE OWNERSHIP OF THE BANK. A change in the ownership of the Bank shall occur on the date that any one person, or more than one person acting as a group (as defined in paragraph (b)), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of such corporation. However, if any one person or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation (within the meaning of paragraph (b) below). 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 corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This paragraph (a) applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction.

(b) CHANGE IN THE EFFECTIVE CONTROL OF THE BANK. A change in the effective control of the Bank shall occur on the date that either (i) any one person, or more than one person acting as a group (as determined below), 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 corporation possessing 30 percent or more of the total voting power of the stock of such corporation; or (ii) a majority of members of the corporation’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 corporation’s board of

directors prior to the date of the appointment or election, provided that for purposes of this paragraph (b)(ii), the term corporation refers solely to a corporation for which no other corporation is a majority shareholder. In the absence of an event described in paragraph (i) or (ii), a change in the effective control of a corporation will not have occurred. If any one person, or more than one person acting as a group, is considered to effectively control a