Greenville Federal Financial CORP
EX-10.1
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt">EXHIBIT 10.1
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt">EMPLOYMENT AGREEMENT
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS EMPLOYMENT AGREEMENT (hereinafter referred to as this &#147;AGREEMENT&#148;), entered into as
of the 19th day of September, 2006, by and among Greenville Federal Financial Corporation, a
federally chartered mid-tier savings and loan holding company (hereinafter referred to as &#147;HOLDING
COMPANY&#148;), Greenville Federal, a federally chartered savings bank and a wholly-owned subsidiary of
HOLDING COMPANY (hereinafter referred to as &#147;BANK&#148;), and David M. Kepler, an individual
(hereinafter referred to as the &#147;EMPLOYEE&#148;);
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">WITNESSETH:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the EMPLOYEE is currently employed as President and Chief Executive Officer of
HOLDING COMPANY and BANK (hereinafter collectively referred to as the &#147;EMPLOYERS&#148;);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, as a result of the skill, knowledge and experience of the EMPLOYEE, the Boards of
Directors of the EMPLOYERS desire to retain the services of the EMPLOYEE as the President and Chief
Executive Officer of BANK and of HOLDING COMPANY;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the EMPLOYEE desires to continue to serve as the President and Chief Executive
Officer of BANK and of HOLDING COMPANY; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the EMPLOYEE and the EMPLOYERS desire to enter into this Agreement to set forth the
terms and conditions of the employment relationship between the EMPLOYERS and the EMPLOYEE;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
EMPLOYERS and the EMPLOYEE hereby agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section l. <U>Employment and Term</U>. Upon the terms and subject to the conditions of this
AGREEMENT, the EMPLOYERS hereby employ the EMPLOYEE, and the EMPLOYEE hereby accepts employment, as
the President and Chief Executive Officer of BANK and of HOLDING COMPANY. The term of this
AGREEMENT shall commence on July&nbsp;1, 2006, and shall end on June&nbsp;30, 2009 (hereinafter referred to
as the &#147;TERM&#148;).
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;2. <U>Duties of EMPLOYEE</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>General Duties and Responsibilities</U>. As an officer of each of the EMPLOYERS, the
EMPLOYEE shall perform the duties and responsibilities customary for such offices to the best of
his ability and in accordance with the policies established by the Boards of Directors of the
EMPLOYERS and all applicable laws and regulations. The EMPLOYEE shall perform such other duties
not inconsistent with his position as may be assigned to him from time to time by the Boards of
Directors of the EMPLOYERS; provided, however, that the EMPLOYERS shall employ the EMPLOYEE during
the TERM in a senior executive capacity without diminishment of the importance or prestige of his
position.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Devotion of Entire Time to the Business of the EMPLOYERS</U>. The EMPLOYEE shall
devote his entire productive time, ability and attention during normal business hours throughout
the TERM to the faithful performance of his duties under this AGREEMENT. The EMPLOYEE shall not
directly or indirectly render any services of a business, commercial or professional nature to any
person or organization without the prior written consent of the Boards of Directors of the
EMPLOYERS; provided, however, that the EMPLOYEE shall not be precluded from (i)&nbsp;vacations and other
leave time in accordance with Section 3(e) hereof; (ii)&nbsp;reasonable participation in community,
civic, charitable or similar organizations; or (iii)&nbsp;the pursuit of personal investments which do
not interfere or conflict with the performance of the EMPLOYEE&#146;S duties to the EMPLOYERS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;3. <U>Compensation, Benefits and Reimbursements</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>Salary</U>. The EMPLOYEE shall receive during the TERM an annual salary payable in
equal installments not less often than monthly. The amount of such annual salary shall be $150,000
until changed by the Boards of Directors of the EMPLOYERS in accordance with Section 3(b) of this
AGREEMENT or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Annual Salary Review</U>. Each year throughout the TERM, the annual salary and annual
bonus of the EMPLOYEE shall be reviewed by the Compensation Committee of the Board of Directors of
BANK and shall be set, effective for the next year, at a total amount of not less than $150,000,
based upon the EMPLOYEE&#146;S individual performance and the overall profitability and financial
condition of the EMPLOYERS (hereinafter referred to as the &#147;ANNUAL REVIEW&#148;). The results of the
ANNUAL REVIEW shall be reflected in the minutes of the Compensation Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Expenses</U>. In addition to any compensation received under Section 3(a) or (b)&nbsp;of
this AGREEMENT, the EMPLOYERS shall pay or reimburse the EMPLOYEE for all reasonable travel,
entertainment and miscellaneous expenses incurred in connection with the performance of his duties
under this AGREEMENT. Such reimbursement shall be made in accordance with the existing policies
and procedures of the EMPLOYERS pertaining to reimbursement of expenses to senior management
officials.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Employee Benefit Program</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) During the TERM, the EMPLOYEE shall be entitled to participate in all formally
established employee benefit, bonus, pension and profit-sharing plans and similar programs
that are maintained by the EMPLOYERS from time to time, including programs in respect of
group health, disability or life insurance, reimbursement of membership fees in civic,
social and professional organizations and all employee benefit plans or programs hereafter
adopted in writing by the Boards of Directors of the EMPLOYERS, for which senior management
personnel are eligible, including any employee stock ownership plan, stock option plan or
other stock benefit plan (hereinafter collectively referred to as the &#147;BENEFIT PLANS&#148;).
Notwithstanding the foregoing sentence, the EMPLOYERS may discontinue or terminate at any
time any such BENEFIT PLANS, now existing or hereafter adopted, to the extent permitted by
the terms of such plans and shall not be required to compensate the EMPLOYEE for such
discontinuance or termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) After the expiration of the TERM or the termination of the employment of the
EMPLOYEE for any reason other than JUST CAUSE (as defined hereinafter) and other than under
the circumstances set forth in Section&nbsp;4(a)(ii), the EMPLOYERS shall provide a group health
insurance program in which the EMPLOYEE and his spouse will be eligible to participate until
both the EMPLOYEE and his spouse become 65&nbsp;years of age; provided, however that all premiums
for such program shall be paid by the EMPLOYEE and/or his spouse after the EMPLOYEE&#146;S
termination of employment; provided further, however, that the EMPLOYEE and his spouse may
only participate in such program for as long as the EMPLOYERS make available an employee
group health insurance program which permits the EMPLOYERS to make coverage available for
similarly situated retirees. In addition to the foregoing provisions of this subsection
3(d)(ii), if the EMPLOYERS make available an employee group health insurance program that
would permit terminated employees and their spouses to continue to be covered past age 65,
the EMPLOYEE shall be permitted to participate in such program, with all premiums paid by
the EMPLOYEE and/or his spouse, for so long as the EMPLOYERS maintain such a program;
provided, however, that the EMPLOYERS shall not be required to provide or maintain such a
program.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>Vacation and Sick Leave</U>. The EMPLOYEE shall be entitled, without loss of pay, to
be absent voluntarily from the performance of his duties under this AGREEMENT, subject to the
following conditions:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The EMPLOYEE shall be entitled to an annual vacation in accordance with the
policies periodically established by the Boards of Directors of the EMPLOYERS for senior
management officials of the EMPLOYERS, the duration of which shall not be less than 5&nbsp;weeks
each calendar year;
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Vacation time shall be scheduled by the EMPLOYEE in a reasonable manner and shall
be subject to approval by the Boards of Directors of the EMPLOYERS. The EMPLOYEE shall not
be entitled to receive any additional compensation from the EMPLOYERS in the event of his
failure to take the full allotment of vacation time in any calendar year; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) The EMPLOYEE shall be entitled to annual sick leave as established by the Boards
of Directors of the EMPLOYERS for senior management officials of the EMPLOYERS. In the
event that any sick leave time shall not have been used during any calendar year, such leave
shall accrue to subsequent calendar years only to the extent authorized by the Boards of
Directors of the EMPLOYERS. Upon termination of employment, the EMPLOYEE shall not be
entitled to receive any additional compensation from the EMPLOYERS for unused sick leave.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;4. <U>Termination of Employment</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<U>General</U>. The employment of the EMPLOYEE shall terminate at any time during the
TERM (i)&nbsp;at the option of the EMPLOYERS, upon the delivery by the EMPLOYERS of written notice of
termination to the EMPLOYEE, or (ii)&nbsp;at the option of the EMPLOYEE, upon delivery by the EMPLOYEE
of written notice of termination to the EMPLOYERS if the present capacity or circumstances in which
the EMPLOYEE is employed are materially adversely changed without the EMPLOYEE&#146;s written consent,
including, but not limited to, a material reduction in responsibilities or authority, the
assignment of duties or responsibilities substantially inconsistent with those normally associated
with the EMPLOYEE&#146;S position described in Section 2(a) of this AGREEMENT, a change of title, the
requirement that the EMPLOYEE regularly perform his principal executive functions more than
thirty-five (35)&nbsp;miles from his primary office as of the date of this AGREEMENT or the reduction of
the EMPLOYEE&#146;S benefits provided under this AGREEMENT, unless the benefit reductions are part of a
company-wide reduction. The following subsections (I), (II)&nbsp;and (III)&nbsp;of this Section 4(a) shall
govern the obligations of the EMPLOYERS to the EMPLOYEE upon the occurrence of the events described
in such subparagraphs:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(I) <U>Termination for JUST CAUSE</U>. In the event that the EMPLOYERS terminate the
employment of the EMPLOYEE during the TERM because of the EMPLOYEE&#146;S personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure or refusal to perform the duties and responsibilities assigned in this
AGREEMENT, willful violation of any law, rule, regulation or final cease-and-desist order
(other than traffic violations or similar offenses), conviction of a felony or for fraud or
embezzlement, or material breach of any provision of this AGREEMENT (hereinafter
collectively referred to as &#147;JUST CAUSE&#148;), the EMPLOYEE shall not receive, and shall have no
right to receive, any compensation or other benefits for any period after such termination.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(II) <U>Termination after CHANGE OF CONTROL</U>. In the event that, before the
expiration of the TERM and in connection with or within one year after a CHANGE OF CONTROL
(as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is
terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided
in Section&nbsp;4(a)(ii) above, then the following shall occur:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his dependents,
beneficiaries or estate an amount equal to the sum of (l)&nbsp;the amount of compensation
to which the EMPLOYEE would be entitled for the remainder of the TERM under this
AGREEMENT, plus (2)&nbsp;the difference between (x)&nbsp;the product of three, multiplied by
the EMPLOYEE&#146;S &#147;base amount&#148; &#091;as defined in Section&nbsp;280G(b)(3) of the Internal
Revenue Code of 1986, as amended and applicable regulations of the Internal Revenue
Service&#093; as of the date of the CHANGE OF CONTROL, less (y)&nbsp;the sum of (i) $1.00 plus
(ii)&nbsp;the amount paid to the EMPLOYEE pursuant to clause (l)&nbsp;of this subparagraph
(A);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;The EMPLOYEE, his dependents, beneficiaries and estate shall be covered under either
the health, life and disability plans of the EMPLOYERS or the health, life and disability plans
of the successors, survivors or assigns of the EMPLOYERS, or under substantially equivalent
coverage obtained elsewhere if coverage under the plans of the EMPLOYERS or the EMPLOYERS&#146;
successor, survivor or assign is not available, without any material diminution in coverage or
benefit at the expense of the EMPLOYERS or the successors, survivors or assigns of the EMPLOYERS
as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration
of the TERM or the date on which the EMPLOYEE is included in another employer&#146;s benefit plans as
a full-time employee; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) The EMPLOYEE shall not be required to mitigate the amount of any payment
provided for in this AGREEMENT by seeking other employment or otherwise, nor shall
any amounts received from other employment or otherwise by the EMPLOYEE offset in
any manner the obligations of the EMPLOYERS hereunder, except as specifically stated
in subparagraph (B)&nbsp;above.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Provided, however, that in the event that the value of the payments pursuant to this
subsection (II), when combined with the value of other payments attributable to the same
CHANGE OF CONTROL, would result in the imposition of a penalty tax pursuant to Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (hereinafter collectively referred to as &#147;SECTION 280G&#148;), such payments shall be
reduced to the maximum amount which may be paid under SECTION 280G without exceeding such
limits. This reduction will be applied through the following procedure:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(Y)&nbsp;First, at least 30&nbsp;days before the payment is due under this subsection (II), the
EMPLOYER will apprise the EMPLOYEE of the value of each of the benefits payable because
of the CHANGE OF CONTROL and the maximum amount which may be paid under SECTION 280G
without exceeding such limits and afford the
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">EMPLOYEE an opportunity to select the benefit (or portion of the benefit) to be reduced.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(Z)&nbsp;Second, if, before the end of that 30&nbsp;day period, the EMPLOYEE apprises the EMPLOYER
in writing of the benefit or benefits to be reduced (and the amount of each reduction),
the EMPLOYEE&#146;S election will be implemented and, subject to the next subparagraph, the
adjusted payment made promptly.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">But, if, before the end of that 30&nbsp;day period, the EMPLOYEE does not apprise the EMPLOYER of
the benefit or benefits to be reduced or if the amount of the reductions the EMPLOYEE
specifies does not reduce the value of all benefits payable because of the CHANGE OF CONTROL
to the maximum amount that may be paid under SECTION 280G without exceeding such limits, the
EMPLOYER will reduce the amount payable under this agreement by an amount needed to ensure
that the limits imposed under SECTION 280G are not exceeded.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(III) <U>Termination Without CHANGE OF CONTROL</U>. In the event that the employment
of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than
death, JUST CAUSE or in connection with or within one year after a CHANGE OF CONTROL, the
EMPLOYERS shall be obligated to continue (A)&nbsp;to pay on a monthly basis to the EMPLOYEE, his
dependents, beneficiaries or estate his annual salary provided pursuant to Section 3(a) or
(b)&nbsp;of this AGREEMENT until the expiration of the TERM and (B)&nbsp;to provide to the EMPLOYEE,
his dependents, beneficiaries and estate at the EMPLOYERS&#146; expense, health, life, disability
and other benefits substantially equal to those being provided to the EMPLOYEE at the date
of termination of his employment until the earliest to occur of the expiration of the TERM
or the date the EMPLOYEE becomes employed full-time by another employer; provided, however,
that in the event that payments pursuant to this subsection (III)&nbsp;would result in the
imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the
maximum amount which may be paid under SECTION 280G without exceeding those limits. The
EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this
AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from
other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the
EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<U>Death of the EMPLOYEE</U>. The TERM automatically terminates upon the death of the
EMPLOYEE, unless the employment of EMPLOYEE has been terminated prior to EMPLOYEE&#146;s death pursuant
to Section 4(a) of this AGREEMENT. In the event of such death, the EMPLOYEE&#146;S estate shall be
entitled to receive the compensation due the EMPLOYEE through the last day of the calendar month in
which the death occurred, except as otherwise specified herein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&#147;<U>Golden Parachute&#148; Provision</U>. Any payments made to the EMPLOYEE pursuant to this
AGREEMENT, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
&#167;1828(k) and FDIC regulation 12 C.F.R. Part&nbsp;359, Golden Parachute and Indemnification Payments.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Definition of &#147;CHANGE OF CONTROL&#148;</U>. A &#147;CHANGE OF CONTROL&#148; shall mean any one of
the following events: (i)&nbsp;the acquisition of ownership or power to vote more than 25% of the voting
stock of either of the EMPLOYERS; (ii)&nbsp;the acquisition of the ability to control the election of a
majority of the directors of either of the EMPLOYERS; (iii)&nbsp;during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board of Directors of HOLDING
COMPANY or BANK cease for any reason to constitute at least a majority thereof; provided, however,
that any individual whose election or nomination for election as a member of the Board of Directors
of HOLDING COMPANY or BANK was approved by a vote of at least two-thirds of the directors then in
office shall be considered to have continued to be a member of the Board of Directors of HOLDING
COMPANY or BANK; (iv)&nbsp;the occurrence of a reorganization, consolidation or similar transaction as a result of
which at least 60% of the shares of the common stock of the resulting entity are owned by persons
who were not stockholders of HOLDING COMPANY or BANK immediately prior to the consummation of the
transaction; or (v)&nbsp;the sale or transfer of substantially all of the assets of BANK to another
person that is not controlled by HOLDING COMPANY or BANK. For purposes of this paragraph, the term
&#147;person&#148; refers to an individual or corporation, partnership, trust, association, or other
organization, but does not include the EMPLOYEE and any person or persons with whom the EMPLOYEE is
&#147;acting in concert&#148; within the meaning of 12 C.F.R. Part&nbsp;574.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, in no event shall (I)&nbsp;the ownership of stock of BANK by HOLDING
COMPANY or the ownership of stock of HOLDING COMPANY by Greenville Federal MHC, or (II)&nbsp;the
conversion of the EMPLOYERS or Greenville Federal MHC from the mutual holding company form of
organization to the full stock form of organization, constitute a CHANGE OF CONTROL.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;5. <U>Special Regulatory Events</U>. Notwithstanding Section&nbsp;4 of this AGREEMENT,
the obligations of the EMPLOYERS to the EMPLOYEE shall be as follows in the event of the following
circumstances:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;If the EMPLOYEE is suspended and/or temporarily prohibited from participating in the
conduct of the EMPLOYERS&#146; affairs by a notice served under Section&nbsp;8(e)(3) or (g)(1) of the Federal
Deposit Insurance Act (hereinafter referred to as the &#147;FDIA&#148;), the EMPLOYERS&#146; obligations under
this AGREEMENT shall be suspended as of the date of service of such notice, unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the EMPLOYERS may, in their
discretion, pay the EMPLOYEE all or part of the compensation withheld while the obligations in this
AGREEMENT were suspended and reinstate, in whole or in part, any of the obligations that were
suspended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the EMPLOYEE is removed and/or permanently prohibited from participating in the conduct
of the EMPLOYERS&#146; affairs by an order issued under Section&nbsp;8(e)(4) or (g)(l) of the FDIA, all
obligations of the EMPLOYERS under this AGREEMENT shall terminate as of the effective date of such
order; provided, however, that vested rights of the EMPLOYEE shall not be affected by such
termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;If the EMPLOYERS are in default, as defined in Section&nbsp;3(x)(1) of the FDIA, all
obligations under this AGREEMENT shall terminate as of the date of default; provided, however, that
vested rights of the EMPLOYEE shall not be affected.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;All obligations under this AGREEMENT shall be terminated, except to the extent of a
determination that the continuation of this AGREEMENT is necessary for the continued operation of
the EMPLOYERS, (i)&nbsp;by the Director of the Office of Thrift Supervision (hereinafter referred to as
the &#147;OTS&#148;), or his or her designee, at the time that the Federal Deposit Insurance Corporation
enters into an agreement to provide assistance to or on behalf of the EMPLOYERS under the authority
contained in Section 13(c) of the FDIA; or (ii)&nbsp;by the Director of the OTS, or his or her designee,
at any time the Director of the OTS, or his or her designee, approves a supervisory merger to
resolve problems related to the operation of the EMPLOYERS or when the EMPLOYERS are determined by
the Director of the OTS to be in an unsafe or unsound condition. No vested rights of the EMPLOYEE
shall be affected by any such action.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;6. <U>Consolidation, Merger or Sale of Assets</U>. Nothing in this AGREEMENT shall
preclude the EMPLOYERS from consolidating with, merging into, or transferring all, or substantially
all, of their assets to another corporation that assumes all of the EMPLOYERS&#146; obligations and
undertakings hereunder. Upon such a consolidation, merger or transfer of assets, the term
&#147;EMPLOYERS&#148; as used herein shall mean such other corporation or entity and this AGREEMENT shall
continue in full force and effect; provided, however, that the assumption of the EMPLOYERS&#146;
obligations and undertakings hereunder shall not affect the EMPLOYEE&#146;S right to payments pursuant
to Section&nbsp;4(a)(II) of this AGREEMENT in connection with such consolidation, merger or transfer of
assets.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;7. <U>Confidential Information</U>. The EMPLOYEE acknowledges that during his
employment he will learn and have access to confidential information regarding the EMPLOYERS and
their customers and businesses. The EMPLOYEE agrees and covenants not to disclose or use for his
own benefit, or the benefit of any other person or entity, any confidential information, unless or
until the EMPLOYERS&#146; consent to such disclosure or use or such information becomes common knowledge
in the industry or is otherwise legally in the public domain. The EMPLOYEE shall not knowingly
disclose or reveal to any unauthorized person any confidential information relating to the
EMPLOYERS, their subsidiaries or affiliates, or to any of the businesses operated by them, and the
EMPLOYEE confirms that such information constitutes the exclusive property of the EMPLOYERS. The
EMPLOYEE shall not otherwise knowingly act or conduct himself (a)&nbsp;to the material detriment of the
EMPLOYERS, their subsidiaries, or affiliates, or (b)&nbsp;in a manner which is inimical or contrary to
the interests of the EMPLOYERS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;8. <U>Nonassignability</U>. Neither this AGREEMENT nor any right or interest
hereunder shall be assignable by the EMPLOYEE, his beneficiaries, or legal representatives without
the EMPLOYERS&#146; prior written consent; provided, however, that nothing in this Section&nbsp;8 shall
preclude (a)&nbsp;the EMPLOYEE from designating a beneficiary to receive any benefits payable hereunder
upon his death, or (b)&nbsp;the executors, administrators, or other legal representatives of the
EMPLOYEE or his estate from assigning any rights hereunder to the person or persons entitled
thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;9. <U>No Attachment</U>. Except as required by law, no right to receive payment
under this AGREEMENT shall be subject to anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">similar process of assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such
action shall be null, void and of no effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;10. <U>Binding Agreement</U>. This AGREEMENT shall be binding upon, and inure to the
benefit of, the EMPLOYEE and the EMPLOYERS and their respective permitted successors and assigns.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;11. <U>Amendment of AGREEMENT</U>. This AGREEMENT may not be modified or amended,
except (a)&nbsp;by an instrument in writing signed by the parties hereto, or (b)&nbsp;by the EMPLOYERS
without any additional consideration to the EMPLOYEE, to the extent deemed necessary by the
EMPLOYERS upon the advice of legal counsel to avoid penalties arising under Section&nbsp;409A of the
Internal Revenue Code of 1986, as amended, and regulations thereunder, even if those amendments
reduce, restrict or eliminate rights granted under this AGREEMENT.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;12. <U>Waiver</U>. No term or condition of this AGREEMENT shall be deemed to have
been waived, nor shall there be an estoppel against the enforcement of any provision of this
AGREEMENT, except by written instrument of the party charged with such waiver or estoppel. No such
written waiver shall be deemed a continuing waiver, unless specifically stated therein, and each
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 or as to any act other than the act specifically
waived.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;13. <U>Severability</U>. If, for any reason, any provision of this AGREEMENT is held
invalid, such invalidity shall not affect the other provisions of this AGREEMENT not held so
invalid, and each such other provision shall, to the full extent consistent with applicable law,
continue in full force and effect. If this AGREEMENT is held invalid or cannot be enforced, then
any prior AGREEMENT between the EMPLOYERS (or any predecessor thereof) and the EMPLOYEE shall be
deemed reinstated to the full extent permitted by law, as if this AGREEMENT had not been executed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;14. <U>Headings</U>. The headings of the paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of any of the
provisions of this AGREEMENT.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;15. <U>Governing Law</U>. This AGREEMENT has been executed and delivered in the
State of Ohio and its validity, interpretation, performance, and enforcement shall be governed by
the laws of this State of Ohio, except to the extent that federal law is governing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;16. <U>Effect of Prior Agreements</U>. This AGREEMENT contains the entire
understanding between the parties hereto and supersedes any prior employment agreement between the
EMPLOYERS and the EMPLOYEE, each of which is hereby terminated and is of no further force or
effect.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;17. <U>Notices</U>. Any notice or other communication required or permitted pursuant
to this AGREEMENT shall be deemed delivered if such notice or communication is in writing and is
delivered personally or by facsimile transmission or is deposited in the United States mail,
postage prepaid, addressed as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to HOLDING COMPANY and/or BANK:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Greenville Federal<BR>
690 Wagner Avenue<BR>
Greenville, OH 45331<BR>
Attention: Chairman of the Board
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With copies to:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Vorys, Sater, Seymour and Pease LLP<BR>
Suite&nbsp;2000, Atrium Two<BR>
221 East Fourth Street<BR>
Cincinnati, Ohio 45202<BR>
Attention: Cynthia A. Shafer
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to the EMPLOYEE to:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 6%; margin-top: 6pt">Mr.&nbsp;David M. Kepler<BR>
119 Merrie Lane<BR>
Pitsburg, OH 45358
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the EMPLOYERS have caused this AGREEMENT to be executed by their duly
authorized officers, and the EMPLOYEE has signed this AGREEMENT, each as of the day and year first
above written.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">Attest:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">GREENVILLE FEDERAL FINANCIAL</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">CORPORATION</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ David Feltman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ James W. Ward</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">James W. Ward</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">its Chairman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">Attest:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">GREENVILLE FEDERAL</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ David Feltman
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ James W. Ward</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">James W. Ward</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">its Chairman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Attest:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">/s/ David Feltman</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">/s/ David M. Kepler</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">David M. Kepler</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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