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


                                 PURSUANT TO THE
                             OSAGE BANCSHARES, INC.

                   2007 STOCK COMPENSATION AND INCENTIVE PLAN
                   ------------------------------------------

                           FOR OFFICERS AND EMPLOYEES


         This Agreement shall  constitute an award of Restricted Stock ("Award")
for a total of  ____________  shares of Common Stock of Osage  Bancshares,  Inc.
(the "Corporation"), 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  Osage
Bancshares, Inc. 2007 Stock Compensation and Incentive Plan (the "Plan") adopted
by the Corporation 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 December 21, 2008..........        ____                     20%
As of December 21, 2009..........        ____                     40%
As of December 21, 2010..........        ____                     60%
As of December 21, 2011..........        ____                     80%
As of December 21, 2012..........        ____                    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 Corporation may require the person  receiving this Award to make any
representation  and  warranty  to the  Corporation  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 or the Corporation  terminates due to death shall be deemed 100% earned and
nonforfeitable as of the  Participant's  last date of employment or service with
the  Corporation  or 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 or upon a Change in Control of the Corporation or the Bank.

       5. Adjustments. Subject to any required action by the stockholders of the
          -----------
Corporation, the number of Shares of Common Stock covered by this Award shall be
proportionately  adjusted for the following  events  occurring after the date of
grant:  upon any  reclassification,  recapitalization,  stock split (including a
stock split in the form of a stock dividend) or reverse stock split; any merger,
combination,  consolidation, or other reorganization; any spin-off, split-up, or
similar  extraordinary  dividend  distribution  with respect to the Common Stock
(whether in the form of securities or property); any exchange of Common Stock or
other  securities of the Corporation,  or any similar,  unusual or extraordinary
corporate  transaction  affecting  the  Common  Stock;  or  a  sale  of  all  or
substantially all the business or assets of the Corporation in its entirety.

                                                Osage Bancshares, Inc.


Date of Grant:  _____________________________   By:  ___________________________



Attest:



_____________________________________________
[SEAL]


OPTIONEE ACKNOWLEDGEMENT


_____________________________________________        ___________________________
OPTIONEE                                             DATE