Association MHC And Subsidiaries Benefit Equalization Plan

EXHIBIT 10.6

Exhibit 10.6

THIRD FEDERAL SAVINGS AND LOAN

ASSOCIATION MHC AND SUBSIDIARIES BENEFIT EQUALIZATION PLAN

January 1, 2005

THIRD FEDERAL SAVINGS AND LOAN ASSOCIATION MHC AND SUBSIDIARIES BENEFIT EQUALIZATION PLAN

I. Purpose of Plan

The Plan is designed solely for the purpose of providing benefits to certain Associates which would have been payable under the Savings Plan but for the limitations placed on benefits for such Associates by Sections 401(a)(17), 402(g) and 415 of the Code. II. Definitions

" Administrator" shall mean the Administrator appointed by the Board to administer the Plan.

" Associate" shall mean an officer of Third Federal, the Association, or a Related Entity.

" Association" shall mean Third Federal Savings and Loan Association of Cleveland. " Beneficiary" shall mean any person designated by a Participant as more particularly described in Section X. " Board" shall mean the Board of Directors of Third Federal or a committee serving at the pleasure of the Board. " Change in Control" shall mean as a result of, or in connection with, any cash tender offer, merger or other business combination, sale of assets, or combination of the foregoing, the persons, who were directors of Third Federal immediately preceding such event, cease to constitute a majority of the Board of Directors of Third Federal. " Code" shall mean the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time. " Compensation" shall mean the base salary and bonus(es) paid to an Associate with respect to a calendar year by Third Federal, the Association, and/or Related Entities.

" Compensation Limits" shall mean the limits imposed on Compensation by Sections 401(a)(17), 402(g) and 415 of the Code. " Deferred Compensation Liability Account" shall mean a ledger account as more particularly described in Section V of the Plan.

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" Deferred Compensation Agreement" shall mean an agreement executed by a Participant which indicates the percentage of the Participant' s compensation which is to be deferred under the Plan as more particularly described in Section V of the Plan.

" Disability" shall mean if the Participant is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant' s employer.

" Distribution Event" shall mean a separation of service due to death, Disability, normal retirement or separation of service.

" Effective Date" shall be January 1, 2005, with respect to Compensation that is earned, deferred, or vested after December 31, 2004.

" Effective Date of Change in Control" shall mean the date on which the Board approves one or more of the events causing a Change of Control.

" Elective Deferrals" is defined in Section V of the Plan.

" Matching Contribution" is defined in Section V of the Plan.

" Normal Retirement" shall mean when the Participant attains the age sixty-five (65). " Participant(s)" are defined in Section III of the Plan.

" Plan" shall mean The Third Federal Savings and Loan Association MHC and Subsidiaries Benefit Equalization Plan.

" Plan Year" shall mean the twelve month period beginning January 1st of each calendar year and ending December 31 st of the same calendar year.

" Profit Sharing Contribution" is defined in Section V of the Plan. " Related Entity (or Entities)" shall include any subsidiaries of Third Federal or other entities designated a Related Entity by the Board.

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" Savings Plan" shall mean the Third Federal 401(k) Savings Plan originally effective July 1, 1989 as amended and restated effective January 1, 2003.

" Third Federal" shall mean Third Federal Savings and Loan Association MHC and Subsidiaries.

III. Eligibility

Eligibility to participate in the Plan is limited to Associates who are designated by the Board to be eligible to participate in the Plan. Associates who are designated by the Board to participate in the Plan are referred to as " Participants" . IV. Administration

The Plan shall be administered by the Board. The Board shall have full power and authority to interpret, construe, and administer the Plan, and the Board' s interpretation and construction thereof, and actions thereunder, including any valuation of property, Deferred Compensation Liability Accounts, Rabbi Trust, or property held by the Rabbi Trust or the amount or recipient, of the payment to be made there from shall be binding and conclusive on all persons for all purposes. No member of the Board shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan and/or Deferred Compensation Agreement unless attributable to his/her own willful misconduct or lack of good faith. V. Benefits

Elective Deferrals. A Participant may participate in the Plan by properly executing a Deferred Compensation Agreement and filing such agreement with the Administrator by the end of the plan year immediately preceding the plan year for which the deferrals are elected. A Participant may elect to defer, in whole percentages, 1% to 15% of his Compensation, reduced by the maximum amount of Compensation that the Participant is allowed to defer for the current Plan Year under the terms of the Savings Plan (whether or not the Participant actually defers such amount under the Savings Plan). The amount of compensation elected to be deferred under this Plan is referred to as " Elective Deferrals" . Participants under the Plan will be eligible to receive Matching Contributions with respect to their Elective Deferrals as described below and Profit Sharing Contributions as described below.

Deferred Compensation Agreement. A Deferred Compensation Agreement will remain in effect until a new Deferred Compensation Agreement is filed with the Administrator or until the date a Participant ceases to be eligible to participate in the Plan. A Deferred Compensation Agreement may be amended or revoked for a Plan Year only by filing a new Deferred Compensation Agreement with the Administrator. The new Deferred Compensation Agreement will be effective only for Compensation that is earned by the Participant during


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the Plan Year subsequent to the Plan Year in which the amended Deferred Compensation Agreement was filed with the Administrator.

Deferred Compensation Accounts. For each Plan Year, Third Federal shall establish and maintain a ledger account (the " Deferred Compensation Liability Account" ) for each Participant For each Plan Year, all Elective Deferrals, Matching Contributions and Profit Sharing Contributions made by the Participant pursuant to a Deferred Compensation Agreement shall be allocated to the Participant' s Deferred Compensation Liability Account, established by Third Federal for such year.

Matching Contribution. For any Plan Year that Third Federal, the Association or Related Entity contributes a matching contribution to the Savings Plan, Third Federal, the Association or Related Entity shall also make a contribution, during such year, to the Deferred Compensation Liability Account of each Participant of an amount sufficient to allow the Participant to receive a matching contribution equal to that which he would have received under the Savings Plan for such year but for the Compensation Limits, reduced by the matching contributions, if any, allocated to the Participant under the Savings Plan for such year. Such matching contributions will only be applied to the Elective Deferrals of the Participant under this Plan on Compensation earned during the Plan Year. This additional contribution is referred to in this Plan as a " Matching Contribution" .

Profit Sharing Contribution. For any Plan Year that Third Federal, the Association or Related Entity contributes a discretionary profit sharing contribution to the Sa ...