JACKSONVILLE SAVINGS BANK
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Amended and Restated  Agreement (the "Agreement") is made effective as
of the 2nd day of September,  2008,  by and between  Jacksonville  Savings Bank
(the "Bank"),  an Illinois  chartered  savings  institution,  with its principal
administrative  office  at  1211  West  Morton  Avenue,  Jacksonville,  Illinois
62650-2000 and John Williams ("Mr. Williams"). Any reference to "Company" herein
shall mean Jacksonville Bancorp, Inc. or any successor thereto.

     WHEREAS, Mr. Williams is currently employed as Senior Vice President of the
Bank  pursuant to an  employment  agreement  between  the Bank and Mr.  Williams
entered into as of January 13, 2004 (the "Employment Agreement"); and

     WHEREAS,  the Bank desires to amend and restate the Employment Agreement in
order to make changes to comply with  Section 409A of the Internal  Revenue Code
of 1986, as amended (the "Code") and the final regulations  issued thereunder in
April 2007; and

     WHEREAS,  the Bank  desires  to  ensure  that the  Bank is  assured  of the
continued  availability of Mr. Williams' services as provided in this Agreement;
and

     WHEREAS,  Mr.  Williams  is  willing  to serve  the Bank on the  terms  and
conditions hereinafter set forth and has agreed to such changes; and

     WHEREAS,  the Board of Directors of the Bank and Mr. Williams believe it is
in the  best  interests  of the Bank to enter  into  the  Agreement  in order to
reinforce  and  reward  Mr.  Williams  for his  service  and  dedication  to the
continued  success of the Bank and incorporate  the changes  required by Section
409A of the Code.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and conditions  hereinafter set forth, the Bank and Mr. Williams hereby agree as
follows:

1.       POSITION AND RESPONSIBILITIES

     During the period of his employment hereunder, Mr. Williams agrees to serve
as Senior Vice President of the Bank. During said period,  Mr. Williams shall be
considered a senior officer of the Bank and shall attend  regular  monthly board
meetings of the Bank.  Failure to reelect Mr.  Williams as Senior Vice President
without  the consent of Mr.  Williams  during the term of this  Agreement  shall
constitute a breach of this Agreement.

2.       TERMS AND DUTIES

     (a) The period of Mr.  Williams's  employment  under this  Agreement  shall
begin as of the date first  above  written  and shall  continue  for a period of
twelve (12) full calendar months thereafter,  provided that all changes intended
to comply with  Section  409A of the Code shall be  retroactively  effective  to
January 1, 2005; and provided  further that no  retroactive  change shall affect
the compensation or benefits previously provided to Mr. Williams.  Commencing on



the first anniversary date of this Agreement, and continuing at each anniversary
date thereafter,  the Agreement shall renew for an additional year such that the
remaining term shall be twelve (12) full calendar months; provided,  however, if
written notice of nonrenewal is provided to Mr.  Williams at least ten (10) days
and not more than thirty (30) days prior to any  anniversary  date,  the term of
the  Agreement  shall  cease at the end of twelve  (12)  months  following  such
anniversary date.

     (b) During the period of his  employment  hereunder,  except for periods of
absence  occasioned by illness,  reasonable  vacation  periods,  and  reasonable
leaves of absence,  Mr.  Williams  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, Mr.
Williams 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 Mr.  Williams's duties pursuant to this
Agreement. Nothing in this Section shall be construed as preventing Mr. Williams
from serving from time to time on boards,  committees,  or holding  positions of
non-profit or governmental organizations,  including religious and civic groups,
without the need for Board approval.

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(b).  The Bank
shall pay Mr.  Williams as  compensation  a salary of not less than $100,750 per
year ("Base Salary").  Such Base Salary shall be payable  bi-weekly.  During the
period of this Agreement,  Mr. Williams's Base Salary shall be reviewed at least
annually. Such review shall be conducted by a Committee designated by the Board,
and the Board may increase Mr. Williams's Base Salary. Any such increase in Base
Salary shall be consistent  with increases  awarded to other senior  officers of
the Bank. In addition to the Base Salary provided in this Section 3(a), the Bank
shall  provide  Mr.  Williams  at no cost to Mr.  Williams  with all such  other
benefits as are provided uniformly to permanent full-time employees of the Bank.

     (b) In  addition  to Mr.  Williams's  Base  Salary,  Mr.  Williams  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 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.  Mr.  Williams  will be  eligible  for  incentive
compensation  and  bonuses  as  provided  in any plan of the  Bank in which  Mr.
Williams is eligible to participate. Nothing paid to Mr. Williams under any such
plan or arrangement will be deemed to be in lieu of other  compensation to which
Mr. Williams is entitled under this Agreement.

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     (c) Mr.  Williams shall also be entitled to regular  director's fees if Mr.
Williams serves as a director on the Bank's Board of Directors.

     (d) Compensation  and  reimbursement to be paid pursuant to paragraphs (a),
(b) and (c) of  this  Section  3 shall  be  paid by the  Bank  and the  Company,
respectively  on a pro rata basis based upon the amount of service Mr.  Williams
devotes  to  the  Bank  and  Company,   respectively.   All   compensation   and
reimbursements  shall be paid  promptly by the Bank and the Company,  and in any
event no later than March 15 of the year immediately following the year in which
the compensation was earned or the expense was incurred.

4.       PAYMENTS TO MR. WILLIAMS UPON AN EVENT OF TERMINATION

     The  provisions  of this  Section  shall in all  respects be subject to the
terms and conditions stated in Sections 8 and 15.

     (a) The  provisions of this Section  shall apply upon the  occurrence of an
Event  of  Termination  (as  herein  defined)  during  Mr.  Williams's  term  of
employment  under  this  Agreement.  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 or the Company of Mr.  Williams's  full-time  employment
hereunder  for any reason other than (A)  Disability or Retirement as defined in
Section 6 below, (B) a Change in Control,  as defined in Section 5(a) hereof, or
(C) Termination for Cause as defined in Section 7 hereof; or (ii) Mr. Williams's
resignation from the Bank's employ,  upon any (A) failure to elect or reelect or
to appoint or  reappoint  Mr.  Williams as Senior Vice  President,  (B) material
change in Mr. Williams's  function,  duties, or  responsibilities,  which change
would  cause Mr.  Williams's  position  to become one of lesser  responsibility,
importance,  or scope from the  position  and  attributes  thereof  described in
Section 1 above,  (C)  liquidation  or  dissolution of the Bank or Company other
than liquidations or dissolutions that are caused by reorganizations that do not
affect the status of Mr. Williams,  or (D) breach of this Agreement by the Bank.
Upon the occurrence of any event described in clauses  (ii)(A),  (B), (C) or (D)
above,  Mr.  Williams  shall have the right to elect to terminate his employment
under this Agreement  without  prejudice to his rights under this Agreement,  by
resignation  upon sixty (60) days prior written notice given within a reasonable
period of time not to exceed  ninety  (90) days after the initial  event  giving
rise to said right to elect;  provided,  however,  that the Bank has thirty (30)
days to remedy any condition under clauses  (ii)(A)  through (D) above,  but the
Bank  may  waive  such  cure  period  and  make  immediate  payment   hereunder.
Notwithstanding the preceding  sentence,  in the event of a continuing breach of
this  Agreement by the Bank,  Mr.  Williams,  after giving due notice within the
prescribed time frame of an initial event specified  above,  shall not waive any
of his rights  solely under this  Agreement  and this Section 4 by virtue of the
fact that Mr.  Williams has  submitted his  resignation  but has remained in the
employment of the Bank and is engaged in good faith  discussions  to resolve any
occurrence of an event described in clauses (A), (B), (C) or (D) above.

     (b)  Upon  the  occurrence  of an  Event  of  Termination,  on the  Date of
Termination,  as defined in Section 8, the Bank shall pay Mr.  Williams,  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  greater  of the  payments  due for the  remaining  term of the

                                       3


Agreement  or one (1) times  Mr.  Williams's  Base  Salary  for the  immediately
preceding twelve (12) months,  including bonuses and any other cash compensation
paid to Mr. Williams during such period, and the amount of any benefits received
pursuant to any employee benefit plans on behalf of Mr. Williams,  maintained by
the Bank during such  period.  All payments  shall be made to Mr.  Williams in a
single  cash  lump sum  distribution  within  thirty  (30)  days  following  Mr.
Williams' Date of Termination, provided, however, if Mr. Williams is a Specified
Employee  (within  the  meaning of Treasury  Regulation  ss.1.409A-1(i)),  then,
solely to the extent  required to avoid  penalties under Code Section 409A, such
payment shall be delayed until the first day of the seventh full month following
Mr. Williams' Date of Termination.

     (c) Upon the occurrence of an Event of Termination,  the Bank will cause to
be  continued  life  insurance,  and  nontaxable  medical  and  dental  coverage
substantially  identical to the coverage maintained by the Bank for Mr. Williams
prior to his  termination,  provided that such benefits shall not be provided in
the event they should  constitute an unsafe or unsound banking practice relating
to  executive  compensation  and  employment  contracts  pursuant to  applicable
regulations,  as is now or hereafter in effect.  Such coverage  shall cease upon
the expiration of the remaining term of this Agreement.

     (d) Mr. Williams' termination of employment in accordance with Section 4(a)
shall be construed  to require a  "Separation  from  Service" as defined in Code
Section 409A and the Treasury Regulations promulgated thereunder,  such that the
Bank and Mr. Williams reasonably anticipate that the level of bona fide services
Mr. Williams would perform after  termination  would  permanently  decrease to a
level that is less than 50% of the average level of bona fide services performed
(whether as an  employee  or an  independent  contractor)  over the  immediately
preceding 36-month period.

5.       CHANGE IN CONTROL

     (a) No benefit  shall be payable  under this  Section 5 unless  there shall
have been a Change in Control of the Bank or Company,  as set forth  below.  For
purposes  of this  Agreement,  a "Change in  Control" of the Bank or Company (a)
shall  mean an event of a  nature  that  would be  required  to be  reported  in
response  to Item 5.01 of the  current  report on Form 8-K,  as in effect on the
date hereof,  pursuant to Section 13 or 15(d) of the Securities  Exchange Act of
1934 (the "Exchange  Act"), or results in a Change in Control of the Bank or the
Company  within  the  meaning  of the Home  Owners  Loan  Act,  as  amended  and
applicable rules and regulations promulgated thereunder as in effect at the time
of the Change in  Control;  or (b)  without  limitation  shall be deemed to have
occurred at such time as (i) any "person" (as the term is used in Section  13(d)
and  14(d)  of the  Exchange  Act)  other  than  the  Company  is or  becomes  a
"beneficial  owner" (as defined in Rule 13-d under the Exchange Act) directly or
indirectly,  of securities of the Bank  representing  25 % or more of the Bank's
outstanding  securities  ordinarily  having the right to vote at the election of
directors  except for any  securities  of the Bank  received  by the  Company in
connection with the  reorganization  and any securities  purchased by the Bank's
employee  stock  ownership  plan and trust  shall not be counted in  determining
whether  such  plan is the  beneficial  owner  of more  than 25 % of the  Bank's
securities,  (ii) a proxy statement  soliciting proxies from stockholders of the
Bank,  by  someone  other  than the  current  management  of the  Bank,  seeking
stockholder approval of a plan of reorganization, merger or consolidation of the

                                       4


Company of the Bank or similar  transaction  with one or more  corporations as a
result of which the  outstanding  shares of the class of securities then subject
to the plan or  transaction  are exchanged or converted into cash or property or
securities  not issued by the Bank or the  Company,  or (iii) a tender  offer is
made for 25 or more of the voting  securities  of the Bank and the  shareholders
owning  beneficially or of record 25 % or more of the outstanding  securities of
the Bank have  tendered or offered to sell their shares  pursuant to such tender
offer and such tendered shares have been accepted by the tender offeror.

     Notwithstanding,  the  foregoing,  a "Change in Control" of the Bank or the
Company shall not be deemed to have occurred in connection  with the  conversion
of Jacksonville Bancorp, MHC to stock form.

     For these purposes,  "Incumbent Board" means, in the case of the Company or
the Bank,  the Board of Directors of the Company or the Bank,  respectively,  on
the date hereof,  provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least  three-quarters of
the directors  comprising the Incumbent  Board, or whose nomination for election
by members or stockholders was approved by the same nominating committee serving
under an Incumbent Board,  shall be considered as though he were a member of the
Incumbent Board.

     (b) If any of the events  described in Section 5(a) hereof  constituting  a
Change in Control have occurred,  Mr. Williams shall be entitled to the benefits
provided  in  paragraphs  (c),  (e),  (f)  and (g) of this  Section  5 upon  his
subsequent  termination  of  employment  at any  time  during  the  term of this
Agreement,   regardless  of  whether  such  termination  results  from  (i)  his
resignation or (ii) his dismissal upon the Change in Control.

     (c) Upon the occurrence of a Change in Control  followed by Mr.  Williams's
termination of employment,  the Bank shall pay Mr. Williams,  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
greater of the payments due for the  remaining  term of the Agreement or one (1)
times Mr.  Williams's  Base  Salary for the  immediately  preceding  twelve (12)
months,  including  bonuses and any other cash compensation paid to Mr. Williams
during such  period,  and the amount of any  contributions  made to any employee
benefit  plans,  on behalf of Mr.  Williams,  maintained by the Bank during such
years.  All  payments  shall be made to Mr.  Williams  in a single cash lump sum
distribution   within  thirty  (30)  days   following  Mr.   Williams'  Date  of
Termination,  provided, however, if Mr. Williams is a Specified Employee (within
the meaning of Treasury Regulation  ss.1.409A-1(i)),  then, solely to the extent
required to avoid  penalties  under Code Section  409A,  such  payment  shall be
delayed until the first day of the seventh full month  following  Mr.  Williams'
Date of Termination.

     (d) For the purposes of this Section 5,  "termination of employment"  shall
mean  "Separation from Service" as defined in Code Section 409A and the Treasury
Regulations  promulgated  thereunder,  such  that  the  Bank  and  Mr.  Williams
reasonably  anticipate  that the level of bona fide services Mr.  Williams would
perform after  termination  would  permanently  decrease to a level that is less
than 50% of the average  level of bona fide  services  performed  (whether as an
employee or an independent  contractor) over the immediately  preceding 36-month
period.

                                       5


     (e) Upon the occurrence of a Change in Control  followed by Mr.  Williams's
termination  of  employment,  the Bank will cause to be continued life insurance
and  non-taxable  medical and dental  coverage  substantially  identical  to the
coverage  maintained by the Bank for Mr.  Williams prior to his severance.  Such
coverage and payments  shall cease upon the  expiration of the remaining term of
the Agreement or twelve (12) months, whichever is longer.

     (f) Upon the  occurrence  of a Change  in  Control,  Mr.  Williams  will be
entitled to any benefits granted to his pursuant to any Stock Option Plan of the
Bank or Company.

     (g) Upon the  occurrence  of a Change  in  Control,  Mr.  Williams  will be
entitled  to any  benefits  awarded  to him under  the  Bank's  Recognition  and
Retention Plan or any restricted stock plan in effect.

     (h)  Notwithstanding  the  preceding  paragraphs  of this Section 5, if the
aggregate payments or benefits to be made or afforded to Mr. Williams under said
paragraphs  would be deemed to  include  an  "excess  parachute  payment"  under
Section 280G of the Code or any successor  thereto,  Mr. Williams' benefits will
be reduced to an amount,  the value of which is one dollar  ($1.00) less than an
amount equal to three (3) times Mr.  Williams'  "base amount",  as determined in
accordance  with said Section 280G. In the event a reduction is necessary,  then
the cash  severance  payable by the Bank  pursuant to Section 5 hereof  shall be
reduced by the minimum amount  necessary to result in no portion of the payments
and benefits  payable by the Bank under  Section 5 being  non-deductible  to the
Bank  pursuant  to Section  280G of the Code and  subject to excise tax  imposed
under Section 4999 of the Code.

     (i)  Notwithstanding  the  foregoing,  there  will be no  reduction  in the
compensation  otherwise  payable to Mr.  Williams during any period during which
Mr.  Williams is  incapable  of  performing  his duties  hereunder  by reason of
temporary disability.

     (j) Any  payments  made to Mr.  Williams  pursuant  to  this  Agreement  or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
ss. 1828(k) and any applicable regulations promulgated thereunder.

     (k) Mr.  Williams  shall not be entitled to any  payments  pursuant to this
Section 5 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 times
as the Bank is in capital  compliance,  and provided  further,  that in no event
shall  total  severance  compensation  from all sources  exceed  three times Mr.
Williams's Base Salary for the immediately preceding year.

6.       TERMINATION UPON RETIREMENT OR DISABILITY

     (a)  Termination by the Bank of Mr.  Williams based on  "Retirement"  shall
mean  termination  in  accordance  with  the  Bank's  retirement  policy  or  in
accordance  with any  retirement  arrangement  established  with Mr.  Williams's
consent with respect to him. Upon termination of employment upon Retirement, Mr.
Williams shall be entitled to all benefits under any retirement plan of the Bank
and other plans to which Mr. Williams is a party.

                                       6

     (b)  Termination  by  the  Bank  of  Mr.  Williams's  employment  based  on
"Disability" shall mean termination because of any physical or mental impairment
which  qualifies  Mr.  Williams for  disability  benefits  under the  applicable
long-term  disability  plan  maintained by the Bank or, if no such plan applies,
which would  qualify Mr.  Williams  for  disability  benefits  under the federal
social security  system.  Upon  termination of employment upon  Disability,  Mr.
Williams shall be entitled to all disability  benefits under any disability plan
of the Bank and other plans to which Mr. Williams is a party.

7.       TERMINATION FOR CAUSE

     The term  "Termination  for Cause"  shall mean  termination  because of Mr.
Williams's personal dishonesty,  incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than 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 institutions industry. For purposes of this paragraph, no act or failure
to act on the part of Mr. Williams shall be considered "willful" unless done, or
omitted to be done,  by Mr.  Williams  not in good faith and without  reasonable
belief that Mr.  Williams's  action or omission was in the best  interest of the
Bank.  Notwithstanding  the foregoing,  Mr. Williams shall not be deemed to have
been  Terminated  for Cause unless and until there shall have been  delivered to
him a copy of a resolution duly adopted by the affirmative vote of not less than
three-fourths  of the members of the Board at a meeting of the Board  called and
held  for  that  purpose  (after  reasonable  notice  to  Mr.  Williams  and  an
opportunity  for him,  together  with  counsel,  to be heard  before the Board),
finding that in the good faith opinion of the Board,  Mr. Williams was guilty of
conduct justifying  Termination for Cause and specifying the particulars thereof
in detail.  Mr.  Williams  shall not have the right to receive  compensation  or
other  benefits for any period after  Termination  for Cause.  Any stock options
granted to Mr.  Williams under any stock option plan of the Bank, the Company or
any subsidiary or affiliate  thereof,  shall become null and void effective upon
Mr. Williams's  receipt of Notice of Termination for Cause pursuant to Section 8
hereof,  and shall not be exercisable by Mr.  Williams at any time subsequent to
such Termination for Cause.

8.       NOTICE

     (a) Any  purported  termination  by the  Bank or by Mr.  Williams  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 Mr. Williams's employment under the provision
so indicated.

     (b) "Date of  Termination"  shall mean the date  specified in the Notice of
Termination  (which,  in the case of a Termination for Cause,  shall not be less
than thirty (30) days from the date such Notice of Termination is given).

                                       7


     (c) If, within thirty (30) days after any Notice of  Termination  is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute  exists  concerning  the  termination,  except upon the  occurrence of a
Change in Control and voluntary  termination by Mr. Williams,  in which case the
Date of  Termination  shall be the date  specified  in the  Notice,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties,  by a binding  arbitration award, or
by a final judgment,  order or decree of a court of competent  jurisdiction (the
time for appeal having expired and no appeal having been perfected) and provided
further  that the Date of  Termination  shall be extended by a notice of dispute
only if such  notice is given in good  faith and the party  giving  such  notice
pursues   the   resolution   of  such   dispute   with   reasonable   diligence.
Notwithstanding the pendency of any such dispute,  the Bank will continue to pay
Mr. Williams his full  compensation in effect when the notice giving rise to the
dispute was given (including,  but not limited to, Base Salary) and continue Mr.
Williams as a participant in all  compensation,  benefit and insurance  plans in
which he was  participating  when the  notice of dispute  was  given,  until the
dispute is finally  resolved in accordance  with this  Agreement,  provided such
dispute is resolved  within nine months after the Date of Termination  specified
in the Notice or Termination;  notwithstanding the foregoing, no compensation or
benefits shall be paid to Mr.  Williams in the event Mr.  Williams is Terminated
for Cause.  In the event that such  Termination  for Cause is found to have been
wrongful or such  dispute is  otherwise  decided in Mr.  Williams's  favor,  Mr.
Williams  shall be entitled  to receive  all  compensation  and  benefits  which
accrued but were unpaid  following the  Termination  for Cause,  and such amount
shall be paid  promptly  by the Bank and in any event no later  than March 15 of
the year  immediately  following  the year in which  the  matter  was  resolved.
Amounts paid under this  Section are in addition to all other  amounts due under
this  Agreement and shall not be offset  against or reduce any other amounts due
under this Agreement.

9.       POST-TERMINATION OBLIGATIONS

     (a) All payments and benefits to Mr. Williams under this Agreement shall be
subject to Mr. Williams's compliance with paragraph (b) of this Section 9 during
the term of this  Agreement  and for one (1) full year after the  expiration  or
termination hereof.

     (b) Mr. Williams shall,  upon reasonable  notice,  furnish such information
and  assistance  to the  Bank  as may  reasonably  be  required  by the  Bank in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates is, or may become, a party.

10.      NON-COMPETITION

     (a) Upon any termination of Mr. Williams's employment hereunder pursuant to
Section 4(a) hereof, Mr. Williams agrees not to compete with the Bank and/or the
Company for a period of one (1) year  following  such  termination  in any city,
town or county in which the Bank  and/or the  Company has an office or has filed
an application for regulatory approval to establish an office,  determined as of
the  effective  date of such  termination,  except as agreed  to  pursuant  to a
resolution  duly  adopted by the Board.  Mr.  Williams  agrees  that during such
period and within said cities,  towns and counties,  Mr. Williams shall not work
for or advise,  consult or otherwise  serve with,  directly or  indirectly,  any
entity whose business materially competes with the depository,  lending or other

                                       8

business  activities  of the  Bank  and/or  the  Company.  The  parties  hereto,
recognizing that irreparable  injury will result to the Bank and/or the Company,
its  business  and  property  in the  event  of Mr.  Williams's  breach  of this
Subsection 10(a) agree that in the event of any such breach by Mr. Williams, the
Bank and/or the Company will be entitled,  in addition to any other remedies and
damages  available,  to an injunction  to restrain the  violation  hereof by Mr.
Williams, Mr. Williams's partners,  agents, servants,  employers,  employees and
all persons acting for or with Mr. Williams. Nothing herein will be construed as
prohibiting  the Bank  and/or  the  Company  from  pursuing  any other  remedies
available to the Bank and/or the Company for such breach or  threatened  breach,
including the recovery of damages from Mr. Williams.

     (b) Mr.  Williams  recognizes  and  acknowledges  that the knowledge of the
business activities and plans for business activities of the Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank.  Mr.  Williams will not,  during or after the
term of his employment,  disclose any knowledge of the past, present, planned or
considered  business activities of the Bank or affiliates thereof to any person,
firm,  corporation,  or other  entity  for any  reason  or  purpose  whatsoever.
Notwithstanding  the  foregoing,  Mr.  Williams may  disclose  any  knowledge of
banking,  financial and/or economic principles,  concepts or ideas which are not
solely and  exclusively  derived from the business  plans and  activities of the
Bank, and Mr.  Williams may disclose any  information  regarding the Bank or the
Company  which is  otherwise  publicly  available.  In the  event of a breach or
threatened breach by Mr. Williams of the provisions of this Section 10, the Bank
will be entitled to an injunction  restraining Mr. Williams from disclosing,  in
whole or in part,  the  knowledge of the past,  present,  planned or  considered
business  activities of the Bank or affiliates  thereof,  or from  rendering any
services to any person, firm, corporation,  other entity to whom such knowledge,
in whole or in  part,  has been  disclosed  or is  threatened  to be  disclosed.
Nothing herein will be construed as prohibiting the Bank from pursuing any other
remedies available to the Bank for such breach or threatened  breach,  including
the recovery of damages from Mr. Williams.

11.      SOURCE OF PAYMENTS

     All  payments  provided in this  Agreement  shall be timely paid in cash or
check from the  general  funds of the Bank.  The  Company,  however,  guarantees
payment and provision of all amounts and benefits due hereunder to Mr.  Williams
and,  if such  amounts  and  benefits  due from the Bank are not timely  paid or
provided by the Bank, such amounts and benefits shall be paid or provided by the
Company.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any  prior  employment   agreement  between  the  Bank  or  any
predecessor of the Bank and Mr. Williams.

                                       9


13.      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 execution,
attachment,  levy, or similar process or assignment by operation of law, and 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, Mr.
Williams and the Bank and their respective successors and assigns.

14.      MODIFICATION AND WAIVER

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) 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 or estoppel.  No such written waiver shall be deemed a continuing  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.

15.      REQUIRED PROVISIONS

     Notwithstanding  anything herein contained to the contrary, any payments to
Mr. Williams by the Company 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.      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  consistent with
law continue in full force and effect.

17.      HEADINGS FOR REFERENCE ONLY

     The headings of sections  and  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.

                                       10


18.      GOVERNING LAW

     This Agreement shall be governed by the laws of the State of Illinois,  but
only to the extent not superseded by federal law.

19.      ARBITRATION

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement  shall be settled  exclusively by  arbitration in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however, that Mr. Williams shall be entitled to seek specific performance of his
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement.

20.      PAYMENT OF LEGAL FEES

     All reasonable legal fees paid or incurred by Mr. Williams  pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Bank,  provided that the dispute or interpretation has been
settled by Mr. Williams and the Bank or resolved in Mr.  Williams's  favor,  and
that such reimbursement or payment shall occur no later than two and one-half (2
1/2) months after the dispute is settled or resolved in Mr. Williams' favor.

21.      INDEMNIFICATION

     The Bank shall provide Mr.  Williams  (including  his heirs,  executors and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability insurance policy at its expense,  or in lieu thereof,  shall indemnify
Mr. Williams (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 a director
or officer of the Bank  (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 be limited  to,  judgments,  court  costs and
attorneys' fees and the cost of reasonable settlements (such settlements must be
approved  by the  Board of  Directors  of the  Bank).  If such  action,  suit or
proceeding  is brought  against Mr.  Williams  in his  capacity as an officer or
director of the Bank, however,  such indemnification shall not extend to matters
as to which Mr. Williams is finally adjudged to be liable for willful misconduct
in the performance of his duties.  No  Indemnification  shall be paid that would
violate 12 U.S.C. 1828(k) or any regulations promulgated thereunder.

22.      SUCCESSOR TO THE BANK

     The Bank  shall  require  any  successor  or  assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the business or assets of the Bank or the Company,  expressly
and  unconditionally to assume and agree to perform the Bank's obligations under
this Agreement, in the same manner and to the same extent that the Bank would be
required to perform if no such succession or assignment had taken place.

                                       11




                                   SIGNATURES

     IN WITNESS  WHEREOF,  the Bank has caused this Agreement to be executed and
their  seals to be affixed  hereunto  by its duly  authorized  officer,  and Mr.
Williams has signed this Agreement, effective as of the day and date first above
written.


                                                  JACKSONVILLE SAVINGS BANK


September 2, 2008                            By:  /s/ Andrew F. Applebee
------------------------                          ------------------------------
Date                                              Chairman of the Board


                                                  EXECUTIVE


September 2, 2008                            By:  /s/ John Williams
------------------------                          ------------------------------
Date                                              John Williams