RESTRICTED STOCK AGREEMENT
                           --------------------------

                                 PURSUANT TO THE
                                   EUREKA BANK

                              RESTRICTED STOCK PLAN
                              ---------------------

                           FOR OFFICERS AND EMPLOYEES

         This Agreement shall  constitute an award of Restricted Stock ("Award")
for a total of _____ shares of Common Stock of EUREKA FINANCIAL CORP.,  which is
hereby  granted to _____________, (the  "Participant")  at the price  determined
as provided herein,  and in all respects  subject to the terms,  definitions and
provisions of the Eureka Bank Restricted  Stock Plan (the "Plan") adopted by the
Bank  which is  incorporated  by  reference  herein,  receipt of which is hereby
acknowledged.

         1. Purchase  Price.  The purchase  price for each share of Common Stock
            ---------------
awarded by this Agreement is $0.00.

         2.  Vesting of Plan  Awards.  The Award of such  Common  Stock shall be
             -----------------------
deemed non- forfeitable in accordance with the provisions of the Plan,  provided
the holder of such Award is an  employee,  director or director  emeritus of the
Bank as of such date, as follows:

             (a)      Schedule of Vesting of Awards.

                                                                  Percentage of
                                                                  Total Shares
                                                                  Awarded Which
                                                                Are Exercisable/
                                Date              Options        Non-forfeitable
                                ----              -------        ---------------
Upon grant.....................................      0                 0%
As of July 19, 2000............................    _____               20%
As of July 19, 2001............................    _____               40%
As of July 19, 2002............................    _____               60%
As of July 19, 2003............................    _____               80%
As of July 19, 2004............................    _____              100%

                  (b) Restrictions on Awards. This Award may not be delivered to
the  recipient  if the  issuance  of the  Shares  pursuant  to the  Award  would
constitute a violation of any  applicable  federal or state  securities or other
law or valid  regulation.  As a condition to the  Participant's  receipt of this
Award,  the  Bank  may  require  the  person  receiving  this  Award to make any
representation and warranty to the Bank as may be required by any applicable law
or regulation.




         3.  Non-transferability  of Award. This Award may not be transferred in
             -----------------------------
any  manner   prior  to  such   Award,   or  portion   thereof,   being   deemed
non-forfeitable. Notwithstanding anything herein or in the Plan to the contrary,
all Shares subject to an Award held by a Participant whose employment or service
with  the  Bank  terminates  due to  death  shall  be  deemed  100%  earned  and
nonforfeitable as of the  Participant's  last date of employment or service with
the Bank and  shall be  distributed  as soon as  practicable  thereafter  to the
Beneficiary as set forth in accordance with the Plan.

         4. Other  Restrictions  on Award.  This Award  shall be subject to such
            -----------------------------
other restrictions and limitations as are contained in the Plan or as determined
by the Plan Committee  administering  such Plan. Such Award shall be immediately
100% vested upon death or disability  (as  determined by the Plan  Committee) of
the Participant.

                                                    Eureka Bank



Date of Grant:  __________ __, _____              By:  _________________________



Attest:



________________________________

[SEAL]


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