SECOND RESTATED
                             EXECUTIVE SUPPLEMENTAL
                           RETIREMENT INCOME AGREEMENT

                                LARRY G. PHILLIPS

                           FIRST FEDERAL SAVINGS BANK
                                 Marion, Indiana

                                February 29, 2000

                  Financial Institution Consulting Corporation
                          700 Colonial Road, Suite 260
                            Memphis, Tennessee 38117

                              WATS: 1-800-873-0089
                               FAX: (901) 684-7414
                                 (901) 684-7400

                                        1


<PAGE>



                     SECOND RESTATED EXECUTIVE SUPPLEMENTAL
                           RETIREMENT INCOME AGREEMENT

                                LARRY G. PHILLIPS

         This Second Restated Executive Supplemental Retirement Income Agreement
(the "Agreement"),  effective as of the 29th day of February,  2000,  formalizes
the  understanding  by and between  FIRST FEDERAL  SAVINGS BANK (the "Bank"),  a
federally  chartered  stock  savings bank,  and LARRY G.  PHILLIPS  (hereinafter
referred to as "Executive"). Any reference herein to the "Holding Company" shall
mean Marion Capital Holdings, Inc.

                              W I T N E S S E T H :

         WHEREAS, the Executive is employed by the Bank; and

         WHEREAS, the Bank recognizes the valuable services heretofore performed
by such Executive and wishes to encourage continued employment; and

         WHEREAS, the Executive wishes to be assured that he will be entitled to
a certain  amount of additional  compensation  for some definite  period of time
from and after retirement from active service with the Bank or other termination
of  employment  and wishes to provide his  beneficiaries  with benefits from and
after death; and

         WHEREAS,  the Bank and the  Executive  wish to  provide  the  terms and
conditions  upon which the Bank shall pay such  additional  compensation  to the
Executive  after  retirement or other  termination  of  employment  and/or death
benefits to his beneficiaries after death; and

         WHEREAS,  the  Bank  and the  Executive  intend  this  Agreement  to be
considered an unfunded arrangement, maintained primarily to provide supplemental
retirement  income for such Executive,  a member of a select group of management
or highly  compensated  employees of the Bank, for tax purposes and for purposes
of the Employee Retirement Income Security Act of 1974, as amended; and


<PAGE>



         WHEREAS,  the  Bank  has  previously  adopted  the  Restated  Executive
Supplemental Retirement Income Agreement dated December 1, 1996 and intends this
Second Restated  Executive  Supplemental  Retirement Income Agreement to control
all issues  relating to  Supplemental  Retirement  Income  Benefits as described
herein.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
promises herein contained, the Bank and the Executive agree as follows:

                                    SECTION I

                                   DEFINITIONS

         When used  herein,  the  following  words and  phrases  shall  have the
meanings below unless the context clearly indicates otherwise:

1.1      "Accrued  Benefit"  means that portion of the  Supplemental  Retirement
         Income  Benefit  which is  required to be  expensed  and accrued  under
         generally  accepted  accounting  principles  (GAAP) by any  appropriate
         method which the Bank's Board of Directors  may require in the exercise
         of its sole discretion.

1.2      "Act" means the Employee  Retirement  Income  Security Act of 1974,  as
         amended from time to time.

1.3      "Bank" means FIRST FEDERAL SAVINGS BANK and any successor thereto.

1.4      "Beneficiary"  means the person or persons (and their heirs) designated
         in writing to the Bank to whom the  deceased  Executive's  benefits are
         payable.  If no  Beneficiary  is so  designated,  then the  Executive's
         Spouse, if living,  will be deemed the Beneficiary.  If the Executive's
         Spouse is not living, then the Children of the Executive will be deemed
         the Beneficiaries and will take on a per stirpes basis. If there are no
         living  Children,  then the Estate of the Executive  will be deemed the
         Beneficiary.

                                                         2


<PAGE>



1.5      "Benefit  Age" shall be the  birthday  on which the  Executive  becomes
         eligible to receive the maximum Supplemental  Retirement Income Benefit
         under the Plan.

1.6      "Benefit  Eligibility  Date" shall be the date on which an Executive is
         entitled to receive the maximum Supplemental  Retirement Income Benefit
         available  under  the  Plan.  It  shall  be the  1st  day of the  month
         following the month in which the Executive  attains the age  sixty-five
         (65).

1.7      "Cause"  means  personal   dishonesty,   willful  misconduct,   willful
         malfeasance,  breach  of  fiduciary  duty  involving  personal  profit,
         intentional failure to perform stated duties,  willful violation of any
         law,  rule,  regulation  (other  than  traffic  violations  or  similar
         offenses),  or final  cease-and-desist  order,  material  breach of any
         provision of this Agreement, or gross negligence in matters of material
         importance to the Bank.

1.8      "Change in Control"  shall mean and include the following  with respect
         to the Bank or the Holding Company:

         (1)      a Change in Control of a nature  that would be  required to be
                  reported in  response  to Item I (a) 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

         (2)      a change in  control  of the Bank  within  the  meaning  of 12
                  C.F.R. 574.4; or

         (3)      a Change in Control at such time as
                  (i)      any "person"  (as the term is used in Sections  13(d)
                           and  14(d) of the  Exchange  Act) is or  becomes  the
                           "beneficial  owner" (as  defined in Rule 13d-3  under
                           the  Exchange  Act),   directly  or  indirectly,   of
                           securities  of  the  Bank  representing  Twenty  Five
                           Percent  (25.0%) or more of the combined voting power
                           of  the  Bank's  outstanding   securities  ordinarily
                           having  the  right  to  vote  at  the   election   of
                           directors,  except  for any  stock  purchased  by the
                           Bank's Employee Stock Ownership Plan and/or trust; or

                                                         3


<PAGE>



                  (ii)     individuals  who constitute the board of directors on
                           the date hereof (the "Incumbent Board") cease for any
                           reason to  constitute  at least a  majority  thereof,
                           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 the Bank's  stockholders
                           was approved by the Bank's nominating committee which
                           is comprised of members of the Incumbent Board, shall
                           be, for purposes of this clause (ii),  considered  as
                           though he were a member of the Incumbent Board; or

                  (iii)    merger,   consolidation,    or   sale   of   all   or
                           substantially  all of the assets of the Bank  occurs;
                           or

                  (iv)     a proxy statement is issued  soliciting  proxies from
                           the  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 Bank with one or more
                           corporations  as a result  of which  the  outstanding
                           shares  of the  class of the  Bank's  securities  are
                           exchanged  for or converted  into cash or property or
                           securities not issued by the Bank.

               The term  "person"  includes  an  individual,  a group  acting in
               concert, a corporation,  a partnership,  an association,  a joint
               venture,   a  pool,   a  joint  stock   company,   a  trust,   an
               unincorporated  organization or similar  company,  a syndicate or
               any other group formed for the purpose of  acquiring,  holding or
               disposing  of  securities.  The term  "acquire"  means  obtaining
               ownership, control, power to vote or sole power of disposition of
               stock, directly or indirectly or through one or more transactions
               or  subsidiaries,   through   purchase,   assignment,   transfer,
               exchange, succession or other means, including (1) an increase in
               percentage  ownership  resulting  from a redemption,  repurchase,
               reverse  stock  split or a similar  transaction  involving  other
               securities of the same class; and (2) the acquisition of stock by
               a group of persons and/or companies acting in concert which shall
               be deemed to occur upon the  formation  of such  group,  provided
               that an investment

                                                         4


<PAGE>



         advisor  shall not be deemed to acquire the voting stock of its advisee
         if the  advisor  (a)  votes the stock  only upon  instruction  from the
         beneficial  owner and (b) does not  provide the  beneficial  owner with
         advice  concerning  the  voting  of such  stock.  The  term  "security"
         includes nontransferable  subscription rights issued pursuant to a plan
         of  conversion,  as well as a "security,"  as defined in 15 U.S.C.  ss.
         78c(2)(1`);  and  the  term  "acting  in  concert"  means  (1)  knowing
         participation in a joint activity or interdependent  conscious parallel
         action  towards a common  goal  whether or not  pursuant  to an express
         agreement, or (2) a combination or pooling of voting or other interests
         in the  securities  of an issuer for a common  purpose  pursuant to any
         contract, understanding,  relationship, agreement or other arrangement,
         whether  written or  otherwise.  Further,  acting in  concert  with any
         person or company shall also be deemed to be acting in concert with any
         person or company  that is acting in concert  with such other person or
         company.

         Notwithstanding  the above  definitions,  the  Board,  in its  absolute
         discretion, may make a finding that a Change in Control of the Bank has
         taken  place  without  the  occurrence  of any  or  all  of the  events
         enumerated above.

1.9      "Children" means the Executive's children, or the issue of any deceased
         Children,  then living at the time payments are due the Children  under
         this  Agreement.  The term  "Children"  shall  include both natural and
         adopted Children.

1.10     "Disability Benefit" means the monthly benefit payable to the Executive
         following a  determination,  in accordance with Subsection 3.2, that he
         is no longer able, properly and  satisfactorily,  to perform his duties
         as Executive.

1.11     "Effective Date" of this Agreement shall be February 29, 2000.

1.12     "Estate" means the estate of the Executive.


                                                         5


<PAGE>



1.13     "Holding Company" means Marion Capital Holdings, Inc.

1.14     "Interest  Factor"  means  monthly   compounding  or  discounting,   as
         applicable, at 7.89% percent per annum.

1.15     "Payout  Period"  means the time frame  during which  certain  benefits
         payable hereunder shall be distributed. Payments shall be made in equal
         monthly  installments  commencing within thirty (30) days following the
         occurrence of the event which triggers  distribution and continuing for
         One Hundred Eighty (180) months. For purposes of the Survivor's Benefit
         payable hereunder,  the Payout Period shall be One Hundred Eighty (180)
         consecutive months.

1.16     "Plan Year" shall mean the calendar year.

1.17     "Spouse" means the individual to whom the Executive is legally  married
         at the time of the Executive's death.

1.18     "Supplemental Retirement Income Benefit" means an annual amount (before
         taking into account federal and state income taxes), payable in monthly
         installments  throughout the Payout Period. The Supplemental Retirement
         Income Benefit payable to the Executive shall be $106,782.

1.19     "Survivor's  Benefit"  means $106,  782 payable to the  Beneficiary  in
         monthly   installments   throughout  the  Payout  Period,   subject  to
         Subsection 2.1.

                                                         6


<PAGE>



                                   SECTION II

                PRE RETIREMENT AND POST RETIREMENT DEATH BENEFITS

2.1      Death Prior to Termination  of  Employment.  If Executive dies prior to
         termination  of employment  with the Bank (but before  commencement  of
         payment of the  Supplemental  Retirement  Income Benefit to Executive),
         his Beneficiary shall be entitled to the Survivor's Benefit.  The first
         installment shall begin within thirty (30) days after the date of death
         of Executive and each succeeding  installment shall be paid on the next
         succeeding month thereof during the Payout Period.

2.2      Death Subsequent to Retirement. In the event of Executive's death while
         receiving  monthly  benefits  under  this  Agreement  (including  early
         retirement  pursuant  to Section  3.1) or after  retirement  but before
         commencement of payment of the Supplemental  Retirement  Income Benefit
         to Executive then the unpaid balance of such monthly payments remaining
         to be paid at that  time  shall  continue  to be paid  monthly  for the
         remainder of the Payout Period to Executive's Beneficiary.

2.3      Death After Voluntary  Termination of Employment  Prior to Benefit Age.
         In the event of Executive's death following a voluntary  termination of
         employment with the Bank prior to his Benefit Age, for any reason other
         than  Cause,  following  a Change in  Control,  or an election of early
         retirement  pursuant to Section 3.1, the Executive's  Beneficiary shall
         be entitled to his Accrued  Benefit  determined as of the date of death
         and annuitized using the Interest Factor  commencing within thirty (30)
         days and payable in monthly installments over the Payout Period.

2.4      Death After Involuntary Termination of Employment Prior to Benefit Age.
         In the event of Executive's death following an involuntary  termination
         of employment with the Bank prior to attaining age fifty-five (55), for
         any reason  other  than Cause or  following  a Change in  Control,  the
         Executive's Beneficiary shall be entitled to the

                                                         7


<PAGE>



               Accrued Benefit determined as of the date of death and annuitized
               using the Interest Factor  commencing within thirty (30) days and
               payable in monthly installments over the Payout Period.

                                   SECTION III

                     SUPPLEMENTAL RETIREMENT INCOME BENEFITS
                             AND DISABILITY BENEFITS

3.1      Retirement  Benefit. If the Executive is in service with the Bank until
         reaching  his  Benefit  Age,  the  Executive  shall be  entitled to the
         Supplemental  Retirement Income Benefit. Such benefit shall commence on
         the  Executive's  Benefit  Eligibility  Date and  shall be  payable  in
         monthly installments throughout the Payout Period.

         The Executive may, upon proper  notice,  reduce his Benefit Age so long
         as his Benefit Age, as modified,  is not less than age fifty-five (55).
         The  Executive  must give notice in writing at least twelve (12) months
         prior to attaining  his new Benefit Age,  provided  that such notice is
         given no later than the calendar  year prior to  attainment  of the new
         Benefit Age. If the  Executive  makes such an election,  the  Executive
         shall be entitled to the annuitized value of the Accrued Benefit (using
         the Interest  Factor) payable in monthly  installments  over the Payout
         Period commencing within thirty (30) days of the Executive's attainment
         of the new  Benefit  Age.  In the event that the  Executive  dies after
         having  given  notice of  electing to retire at the new Benefit Age but
         before  leaving  the service of the Bank or  attaining  the new Benefit
         Age, the Executive's  Beneficiary  shall be entitled to the benefit the
         Executive  would  otherwise  have  received  had he lived until the new
         Benefit Age.

3.2      Disability  Benefit.  Notwithstanding  any other provision  hereof,  if
         requested  by the  Executive  and  approved  by the Board of  Directors
         (which  approval  shall not be  unreasonably  withheld),  the Executive
         shall be entitled to receive the Disability Benefit

                                                         8


<PAGE>



         hereunder,  in any case in which it is  determined  by a duly  licensed
         physician  selected by the Bank,  that the Executive is no longer able,
         properly  and  satisfactorily,  to  perform  his  regular  duties as an
         Executive,  because  of ill  health,  accident,  disability  or general
         inability  due to age. If Board of Director  approval is obtained,  the
         Executive may elect to begin  receiving the Disability  Benefit in lieu
         of his Supplemental  Retirement Income Benefit.  The Disability Benefit
         shall   not  begin   more  than   thirty   (30)  days   following   the
         above-mentioned disability determination.  The Disability Benefit shall
         be the Supplemental Retirement Income Benefit reduced by three per cent
         (3%)  per  year  for  each  year  that  the  disability   precedes  the
         Executive's  Benefit  Age and shall be payable in monthly  installments
         over the Payout  Period.  Such benefit shall be further  reduced by any
         disability  benefit payments  received by the Executive from any policy
         whose premiums were paid by the Bank.  Such payments shall cease on the
         earliest occurrence of:

                  (1)      return to active employment, or

                  (2)      a  determination  by a physician of the Bank's choice
                           that the  Executive is no longer  disabled as defined
                           in the Section.

         In the event the Executive dies at any time after becoming disabled but
         prior to  commencement  or  completion  of all  payments  due and owing
         hereunder,  the  Bank  shall  pay  to  the  Executive's  Beneficiary  a
         continuation  of the  monthly  installments  for the  remainder  of the
         Payout Period.

3.3      Voluntary Termination of Employment. If the Executive's employment with
         the Bank is  voluntarily  terminated  prior to his Benefit Age, for any
         reason  other than for Cause,  the  Executive's  death,  disability  or
         Change in Control, the Executive (or his Beneficiary) shall be entitled
         to his Accrued  Benefit as of the date of such  termination,  increased
         monthly using the Interest  Factor from the date of  termination  until
         the Executive's  Benefit Age and annuitized at the Executive's  Benefit
         Age into monthly  installments  using the  Interest  Factor and payable
         over the Payout Period.

                                                         9


<PAGE>



3.4      Involuntary  Termination of  Employment.  In the event the Executive is
         involuntarily  terminated for any reason other than willful  misconduct
         or a following a Change in Control  prior to reaching  his Benefit Age,
         then the Executive will immediately become entitled to receive benefits
         set forth  hereunder  upon  reaching age  fifty-five  (55),  that being
         annualized  compensation  of  $106,782 a year for a period of 15 years.
         Payments are to be made monthly for a total of 180 payments.

3.5      Termination of Service Related to a Change in Control.

         If a  Change  in  Control  occurs  at  the  Bank,  and  thereafter  the
         Executive's employment is terminated, voluntarily or involuntarily, the
         Executive  shall be  entitled  to  receive  benefits  provided  in this
         Subsection 3.5.

         (a)  Executive  lives  until  Benefit  Age.  If after such  termination
         Executive  lives until his Benefit  Age the secular  trust  provided in
         Subsection  9.14 shall be  annuitized  using the  Interest  Factor into
         monthly  installments  and shall be payable to the  Executive  over the
         Payout Period.  Such payments shall commence on the Executive's Benefit
         Eligibility  Date.  The  Executive  may at any time  during  the Payout
         Period  request in writing to receive the unpaid balance of his secular
         trust in a lump sum  payment.  Such lump sum  payment  shall be payable
         within thirty (30) days of such notice.

         (b) Executive dies prior to Benefit Age. If after such  termination the
         Executive  dies prior to  attaining  his Benefit Age the secular  trust
         provided in  Subsection  9.14 shall be  annuitized  using the  Interest
         Factor  into  monthly   installments   and  shall  be  payable  to  the
         Executive's  Beneficiary  over the Payout  Period.  Such payments shall
         commence  within  thirty  (30)  days of the  date the  secular  trustee
         receives notice of the Executive's  death. The Executive's  Beneficiary
         may at any time request in writing to receive the unpaid balance of the
         secular  trust in a lump sum  payment.  Such lump sum payment  shall be
         payable within thirty (30) days of such notice.

                                                        10


<PAGE>



3.6      Termination  for Cause.  If the Executive is terminated for Cause,  all
         benefits  under this  Agreement  shall be forfeited and this  Agreement
         shall become null and void.

3.7      Non-Competition During and After Employment.

         (a)      In  consideration  of the  agreements  of the  Bank  contained
                  herein  and of the  payments  to be made by the Bank  pursuant
                  hereto,  the  Executive  hereby  agrees  that,  so  long as he
                  remains employed by the Bank, he will devote substantially all
                  of his time, skill, diligence and attention to the business of
                  the Bank,  and will not actively  engage,  either  directly or
                  indirectly,  in any business or other activity which is or may
                  be deemed to be in any way competitive  with or adverse to the
                  best interests of the business of the Bank.

         (b)      The Executive  expressly agrees that, as consideration for the
                  covenants of the Bank  contained  herein and as a condition to
                  the performance by the Bank of its obligations hereunder, from
                  and after any voluntary or involuntary termination of service,
                  other than a  termination  of service  pursuant to  Subsection
                  3.5, and continuing  throughout  the entire Payout Period,  as
                  provided  herein,  he will  not,  without  the  prior  written
                  consent of the Bank, engage in, become interested, directly or
                  indirectly,   as  a  sole  proprietor,   as  a  partner  in  a
                  partnership, or as a substantial shareholder in a corporation,
                  nor become  associated  with,  in the capacity of an employee,
                  director,  officer,  principal, agent, trustee or in any other
                  capacity  whatsoever,  any enterprise conducted in the trading
                  area of the business of the Bank which  enterprise  is, or may
                  be deemed to be,  competitive  with any business carried on by
                  the Bank as of the date of the  termination of the Executive's
                  employment or his retirement.

         (c)      In the  event  of a  termination  of the  Executive's  service
                  related to a Change in Control  pursuant  to  Subsection  3.5,
                  paragraph  (b) of this  Subsection  3.7  shall  cease  to be a
                  condition to the  performance  by the Bank of its  obligations
                  under this Agreement.

                                                        11


<PAGE>



3.8      Breach.  In the event of any breach by the Executive of the  agreements
         and  covenants  contained  herein,  the Board of  Directors of the Bank
         shall direct that any unpaid  balance of any payments to the  Executive
         under this  Agreement  be  suspended,  and shall  thereupon  notify the
         Executive of such suspensions,  in writing.  Thereupon, if the Board of
         Directors of the Bank shall determine that said breach by the Executive
         has continued for a period of one (1) month  following  notification of
         such  suspension,  all rights of the  Executive  and his  Beneficiaries
         under this Agreement,  including rights to further payments  hereunder,
         shall thereupon terminate.

3.9      Additional  Death  Benefit  -  Burial  Expense.   In  addition  to  the
         above-described  death  benefits,   upon  the  Executive's  death,  the
         Executive's  Beneficiary  shall be entitled to receive a one-time  lump
         sum death benefit in the amount of Ten Thousand  ($10,000.00)  Dollars.
         This  benefit  shall  be  provided  specifically  for  the  purpose  of
         providing  payment for burial and/or funeral expenses of the Executive.
         Such death  benefit  shall be payable  within  thirty  (30) days of the
         Executive's death. The Executive's Beneficiary shall not be entitled to
         such benefit if the Executive is terminated for Cause.

                                   SECTION IV

                             BENEFICIARY DESIGNATION

         The  Executive  shall  make  an  initial  designation  of  primary  and
secondary Beneficiaries upon execution of the Agreement and shall have the right
to change  such  designation,  at any  subsequent  time,  by  submitting  to the
Administrator in substantially  the form attached as Exhibit A to the Agreement,
a written  designation of primary and secondary  Beneficiaries.  Any Beneficiary
designation made subsequent to execution of the Agreement shall become effective
only when receipt thereof is acknowledged in writing by the Administrator.

                                                        12


<PAGE>



                                    SECTION V

                           EXECUTIVE'S RIGHT TO ASSETS

         The  rights of the  Executive,  any  Beneficiary,  or any other  person
claiming through the Executive under this Agreement, shall be solely those of an
unsecured general creditor of the Bank. The Executive,  the Beneficiary,  or any
other  person  claiming  through  the  Executive,  shall  only have the right to
receive from the Bank those  payments so  specified  under this  Agreement.  The
Executive agrees that he, his Beneficiary,  or any other person claiming through
him  shall  have no  rights or  interests  whatsoever  in any asset of the Bank,
including  any  insurance  policies or  contracts  which the Bank may possess or
obtain to informally fund this Agreement. Any asset used or acquired by the Bank
in connection with the  liabilities it has assumed under this Agreement,  unless
expressly  provided  herein,  shall not be deemed to be held under any trust for
the  benefit  of the  Executive  or his  Beneficiaries,  nor  shall any asset be
considered security for the performance of the obligations of the Bank. Any such
asset shall be and remain, a general,  unpledged,  and unrestricted asset of the
Bank.

                                   SECTION VI

                            RESTRICTIONS UPON FUNDING

         The Bank shall have no obligation to set aside,  earmark or entrust any
fund or money  with  which to pay its  obligations  under  this  Agreement.  The
Executive,  his  Beneficiaries  or any successor in interest to him shall be and
remain simply a general unsecured creditor of the Bank in the same manner as any
other creditor having a general claim for matured and unpaid  compensation.  The
Bank  reserves  the absolute  right in its sole  discretion  to either  purchase
assets to meet its  obligations  undertaken by this Agreement or to refrain from
the  same  and to  determine  the  extent,  nature,  and  method  of such  asset
purchases.  Should the Bank  decide to purchase  assets such as life  insurance,
mutual funds,  disability policies or annuities,  the Bank reserves the absolute
right, in its sole discretion, to terminate such assets at any time, in whole or
in part. At no time shall the Executive be deemed to have any lien, right, title
or interest in or to any specific  investment  or to any assets of the Bank.  If
the Bank elects to invest in a life insurance, disability or annuity policy

                                                        13


<PAGE>



upon the life of the  Executive,  then the  Executive  shall  assist the Bank by
freely  submitting to a physical  examination  and by supplying such  additional
information necessary to obtain such insurance or annuities.

                                   SECTION VII

                     ALIENABILITY AND ASSIGNMENT PROHIBITION

               Neither the Executive nor any  Beneficiary  under this  Agreement
shall  have any power or right to  transfer,  assign,  anticipate,  hypothecate,
mortgage,  commute,  modify or otherwise encumber in advance any of the benefits
payable hereunder,  nor shall any of said benefits be subject to seizure for the
payment of any debts,  judgments,  alimony or separate  maintenance  owed by the
Executive or his  Beneficiary,  nor be  transferable  by operation of law in the
event of bankruptcy,  insolvency or otherwise. In the event the Executive or any
Beneficiary  attempts  assignment,  communication,  hypothecation,  transfer  or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease
and terminate.

                                  SECTION VIII

                                 ACT PROVISIONS

8.1      Named  Fiduciary  and  Administrator.  The  Bank  shall  be  the  Named
         Fiduciary and Administrator (the "Administrator") of this Agreement. As
         Administrator,  the  Bank  shall  be  responsible  for the  management,
         control and administration of the Agreement as established  herein. The
         Administrator  may delegate to others certain aspects of the management
         and  operational  responsibilities  of  the  Agreement,  including  the
         employment  of advisors and the  delegation  of  ministerial  duties to
         qualified individuals.

8.2      Claims Procedure and Arbitration. In the event that benefits under this
         Agreement are not paid to the Executive (or to his  Beneficiary  in the
         case of the  Executive's  death)  and  such  claimants  feel  they  are
         entitled to receive such benefits, then a written claim must

                                                        14


<PAGE>



         be made to the  Administrator  within  sixty  (60)  days  from the date
         payments are refused.  The Bank and its Board of Directors shall review
         the  written  claim and,  if the claim is denied,  in whole or in part,
         they shall  provide in writing,  within  ninety (90) days of receipt of
         such claim,  their specific  reasons for such denial,  reference to the
         provisions of this  Agreement  upon which the denial is based,  and any
         additional material or information necessary to perfect the claim. Such
         writing by the Bank and its Board of Directors  shall further  indicate
         the  additional  steps  which must be  undertaken  by  claimants  if an
         additional review of the claim denial is desired.

         If   claimants   desire  a  second   review,   they  shall  notify  the
         Administrator  in writing  within  sixty  (60) days of the first  claim
         denial.  Claimants may review this Agreement or any documents  relating
         thereto and submit any issues and comments,  in writing,  they may feel
         appropriate.  In its sole  discretion,  the  Administrator  shall  then
         review the second  claim and provide a written  decision  within  sixty
         (60) days of receipt  of such  claim.  This  decision  shall  state the
         specific  reasons  for the  decision  and shall  include  reference  to
         specific provisions of this Agreement upon which the decision is based.

         If  claimants  continue  to  dispute  the  benefit  denial  based  upon
         completed  performance  of this  Agreement or the meaning and effect of
         the terms and conditions thereof, then claimants may submit the dispute
         to  mediation,  administered  by the American  Arbitration  Association
         ("AAA") (or a mediator  selected by the parties) in accordance with the
         AAA's  Commercial  Mediation  Rules.  If mediation is not successful in
         resolving the dispute, it shall be settled by arbitration  administered
         by the AAA under its Commercial  Arbitration Rules, and judgment on the
         award rendered by the  arbitrator(s) may be entered in any court having
         jurisdiction thereof.

                                                        15


<PAGE>



                                   SECTION IX

                                  MISCELLANEOUS

9.1      No Effect on Employment  Rights.  Nothing  contained herein will confer
         upon the  Executive the right to be retained in the service of the Bank
         nor limit the right of the Bank to discharge or otherwise deal with the
         Executive without regard to the existence of the Agreement.

9.2      State Law. The Agreement is  established  under,  and will be construed
         according to, the laws of the State of Indiana, to the extent such laws
         are  not  preempted  by  the  Act  and  valid   regulations   published
         thereunder.

9.3      Severability. In the event that any of the provisions of this Agreement
         or portion thereof,  are held to be inoperative or invalid by any court
         of competent jurisdiction,  then: (1) insofar as is reasonable,  effect
         will be given to the intent  manifested in the provisions  held invalid
         or  inoperative,  and  (2)  the  validity  and  enforceability  of  the
         remaining provisions will not be affected thereby.

9.4      Incapacity  of  Recipient.  In the  event  the  Executive  is  declared
         incompetent  and a conservator or other person legally charged with the
         care of his  person or  Estate is  appointed,  any  benefits  under the
         Agreement  to which such  Executive  is entitled  shall be paid to such
         conservator or other person legally charged with the care of his person
         or Estate.

9.5      Unclaimed  Benefit.  The Executive  shall keep the Bank informed of his
         current address and the current address of his Beneficiaries.  The Bank
         shall not be obligated to search for the whereabouts of any person.  If
         the  location of the  Executive is not made known to the Bank as of the
         date upon which any payment of any benefits may first be made, the Bank
         shall delay payment of the Executive's

                                                        16


<PAGE>



         benefit payment(s) until the location of the Executive is made known to
         the  Bank;  however,  the Bank  shall  only be  obligated  to hold such
         benefit payment(s) for the Executive until the expiration of thirty-six
         (36) months.  Upon expiration of the thirty-six (36) month period,  the
         Bank  may  discharge  its  obligation  by  payment  to the  Executive's
         Beneficiary. If the location of the Executive's Beneficiary is not made
         known  to the Bank by the end of an  additional  two (2)  month  period
         following  expiration of the thirty-six (36) month period, the Bank may
         discharge its obligation by payment to the Executive's Estate. If there
         is no  Estate  in  existence  at such  time or if such  fact  cannot be
         determined by the Bank,  the Executive and his  Beneficiary(ies)  shall
         thereupon  forfeit any rights to the  balance,  if any, of any benefits
         provided for such Executive and/or Beneficiary under this Agreement.

9.6      Limitations  on  Liability.   Notwithstanding   any  of  the  preceding
         provisions of the  Agreement,  no  individual  acting as an employee or
         agent of the Bank,  or as a member of the Board of  Directors  shall be
         personally  liable to the  Executive or any other person for any claim,
         loss, liability or expense incurred in connection with the Agreement.

9.7      Gender.  Whenever in this Agreement  words are used in the masculine or
         neuter  gender,  they shall be read and construed as in the  masculine,
         feminine or neuter gender, whenever they should so apply.

9.8      Effect on Other Corporate Benefit Agreements. Nothing contained in this
         Agreement  shall affect the right of the Executive to participate in or
         be covered by any qualified or non-qualified  pension,  profit sharing,
         group,  bonus or other  supplemental  compensation  or  fringe  benefit
         agreement  constituting  a  part  of  the  Bank's  existing  or  future
         compensation structure.


                                                        17


<PAGE>



9.9      Suicide.  Notwithstanding  anything to the contrary in this  Agreement,
         the benefits  otherwise  provided  herein shall not be payable and this
         Agreement shall become null and void if the  Executive's  death results
         from suicide,  whether sane or insane,  within  twenty-four (24) months
         after the execution of his Agreement.

9.10     Inurement.  This Agreement shall be binding upon and shall inure to the
         benefit of the Bank, its successors and assigns, and the Executive, his
         successors, heirs, executors, administrators, and Beneficiaries.

9.11     Tax Withholding.  The Bank may withhold from any benefits payable under
         this  Agreement  all federal,  state,  city, or other taxes as shall be
         required pursuant to any law or governmental regulation then in effect.

9.12     Headings.  Headings and sub-headings in this Agreement are inserted for
         reference and  convenience  only and shall not be deemed a part of this
         Agreement.

9.13     Rabbi Trust.  The Bank intends to  incorporate  this Agreement into the
         First  Federal  Savings  Bank of Marion  Rabbi Trust for the  Executive
         Supplemental  Retirement  Income Plans and Excess Benefit Plans,  dated
         December  1, 1996,  into which the Bank  intends to  contribute  assets
         which  shall be held  therein,  subject  to the  claims  of the  Bank's
         creditors  in the event of the  Bank's  "Insolvency"  as defined in the
         agreement  which  establishes  such rabbi trust,  until the contributed
         assets  are paid to the  Executives  and  their  Beneficiaries  in such
         manner  and at such times as  specified  in this  Agreement.  It is the
         intention  of the  Bank to make  contributions  to the  rabbi  trust to
         provide  the Bank with a source of funds to  assist it in  meeting  the
         liabilities  of this  Agreement.  The rabbi  trust and any assets  held
         therein shall conform to the terms of the rabbi trust  agreement  which
         has been established in conjunction with this Agreement.  To the extent
         the language in this Agreement is modified by the language in the rabbi
         trust  agreement,  the  rabbi  trust  agreement  shall  supersede  this
         Agreement.  Any  contributions  to the rabbi trust shall be made during
         each year of the Plan in

                                                        18


<PAGE>



               accordance  with the rabbi  trust  agreement.  The amount of such
               contribution(s)  shall be equal to the full present  value of all
               benefit  accruals  under this Plan,  if any,  less:  (i) previous
               contributions made on behalf of the Executive to the rabbi trust,
               and (ii) earnings to date on all such previous contributions.

9.14           Secular Trust. A secular trust called the Larry Phillips  Grantor
               Trust shall be  established  in the event of a Change in Control,
               into which the Bank shall make a contribution only in such event.
               If the Executive dies prior to this contribution being made, then
               the Executive's Beneficiary is entitled to the Survivor's Benefit
               beginning within thirty (30) days payable over the Payout Period.
               The  contribution  shall  be the  full  present  value,  using an
               appropriate discount rate, of the retirement benefit specified in
               Subsection  1.18;  provided,  however,  in  no  event  shall  the
               contribution  be less  than an  amount  which  is  sufficient  to
               provide  the  Executive  with  after-tax   benefits  (assuming  a
               constant  tax rate  equal to the rate in effect as of the date of
               the Change in  Control)  beginning  at his  Benefit  Age equal in
               amount to that  benefit  which  would  have been  payable  to the
               Executive  if no  secular  trust  had  been  implemented  and the
               benefit  obligation had been accrued under APB Opinion No. 12, as
               amended by FAS 106. In the event that such  contribution  is made
               to the secular trust,  Executive,  at his sole discretion,  shall
               have the  right to  receive  the  funds at such  time and in such
               manner as can be supported by the contributed amount.

                                    SECTION X

                              AMENDMENT/REVOCATION

               This Agreement  shall not be amended,  modified or revoked at any
time, in whole or part,  without the mutual written consent of the Executive and
the Bank,  and such mutual consent shall be required even if the Executive is no
longer employed by the Bank.

                                                        19


<PAGE>



                                   SECTION XI

                                    EXECUTION

11.1     This  Agreement  sets forth the  entire  understanding  of the  parties
         hereto with respect to the transactions  contemplated  hereby,  and any
         previous  agreements  or  understandings  between  the  parties  hereto
         regarding the subject  matter hereof are merged into and  superseded by
         this Agreement.

11.2     This  Agreement  shall be executed in  triplicate,  each copy of which,
         when so executed and  delivered,  shall be an  original,  but all three
         copies shall together constitute one and the same instrument.



                                                        20


<PAGE>



         IN WITNESS  WHEREOF,  the Bank and the Holding Company have caused this
Agreement to be executed on this 29th day of February, 2000.

WITNESS:                                   FIRST FEDERAL SAVINGS BANK


/s/ William J. Landers                     By: /s/ Steven L. Banks
                                           President
                                           (Title)


WITNESS:                                   EXECUTIVE

/s/ William J. Landers                    /s/ Larry G. Phillips
---------------------------                ---------------------------------
                                           Larry G. Phillips




                                                        21


<PAGE>


                     SECOND RESTATED EXECUTIVE SUPPLEMENTAL
                           RETIREMENT INCOME AGREEMENT

                             BENEFICIARY DESIGNATION

               The Executive,  under the terms of the Second Restated  Executive
Supplemental Retirement Income Agreement executed by the Bank and dated February
29, 2000 hereby  designates the following  Beneficiary to receive any guaranteed
payments or death benefits under such Agreement, following his death:

PRIMARY BENEFICIARY:                       ____________________________________


SECONDARY BENEFICIARY:                     ____________________________________


               This Beneficiary Designation hereby revokes any prior Beneficiary
Designation which may have been in effect.

               Such Beneficiary Designation is revocable.


DATE: ______________________, 2000



----------------------------------                 -----------------------------
(WITNESS)                                          EXECUTIVE
















                                                     Exhibit A

                                                         1