EXECUTIVE
                           SHAREHOLDER BENEFIT PROGRAM
                            AGREEMENT FOR STEVE BANKS

                           FIRST FEDERAL SAVINGS BANK
                                February 1, 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


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                       EXECUTIVE SHAREHOLDER BENEFIT PLAN
                            AGREEMENT FOR STEVE BANKS

         This Executive  Shareholder  Benefit Plan Agreement (the  "Agreement"),
effective as of the 1st day of February,  2000,  formalizes the understanding by
and between FIRST FEDERAL SAVINGS BANK (the "Bank"), a federally chartered stock
savings bank having its principal place of business in Indiana,  and STEVE BANKS
(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 the Executive and wishes to encourage his 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 beneficiary 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 beneficiary after death; and

         WHEREAS,  the Bank has adopted this Executive  Shareholder Benefit Plan
which controls all issues relating to 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:


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                                    SECTION I

                                   DEFINITIONS

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

1.1      "Accrued Benefit" means that portion of the Retirement Benefit which is
         required to be expensed  and/or accrued over a period not to exceed ten
         (10)  years  under  generally  accepted  accounting  principles  by the
         following  methodology:  54.55% of the  difference  between  the Bank's
         aggregate  after-tax  income derived from annual  increases in the cash
         surrender  value  of the  hypothetical  pool of  no-load,  no-surrender
         charge  life  insurance  policies  described  in  Appendix  I  and  the
         after-tax Cost of Funds Expense.

         If  such  contracts  for  life  insurance  are  not  purchased  or  are
         subsequently  surrendered  or lapsed,  then the Bank  shall  receive an
         annual policy  illustrations  that assume the above- described policies
         were purchased,  or were not subsequently  surrendered or lapsed.  Such
         illustrations  will be  received  from the  insurance  company and will
         indicate the increases in policy cash surrender  values for purposes of
         calculating the Accrued Benefit.

         In either case,  references to life insurance  contracts are merely for
         purposes  of  calculating  a  benefit.  The Bank has no  obligation  to
         purchase such life insurance  and, if purchased,  the Executive and his
         beneficiar(ies)  shall have no  ownership  interest  in such policy and
         shall  always  have no  greater  interest  in the  benefits  under this
         Agreement than that of an unsecured creditor of the Bank.

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

1.3      "Administrator" means the Bank.

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

1.5      "Beneficiary"  means the person or persons designated as beneficiary in
         writing to the Bank to whom the share of a deceased Executive's account
         is 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 beneficiary.  If there are no living  Children,  then the Estate of
         the Executive will be deemed the beneficiary.

1.6      "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, or  regulation  (other than traffic  violations,  including
         driving while intoxicated, or similar offenses), final cease-and-desist
         order,  material  breach of any provision of this  Agreement,  or gross
         negligence in matters of material importance to the Bank.

1.7      "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

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                           of directors,  except for any stock  purchased by the
                           Bank's Employee Stock Ownership Plan and/or trust; or

                  (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

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         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  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.

1.7      "Children" means the Executive's children, both natural and adopted and
         any issue of any predeceased Children, then living at the time payments
         are due the Children under this Agreement.

1.8      "Code" means the Internal  Revenue Code of 1986 as amended from time to
         time.

1.9      "Cost of Funds Expense" means, an interest rate as hereinafter  defined
         to be applied and  compounded  annually  with  respect to the after tax
         cash flow related to the Agreement,  including  benefit payments and an
         initial  premium sum of Five  Million  Five  Hundred  Thousand  Dollars
         ($5,500,000). The interest rate shall be equal to

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         80% of the last  available  one (1) year  advance rate from the Federal
         Home Loan Bank in  Indianapolis as determined on January 1 of each Plan
         Year,  or such  other  rate as is  mutually  agreed by the Bank and the
         Executive;  provided,  however,  that it shall be 80% of 6.60%  for the
         first Plan Year.

1.10     "Effective Date" shall be the date of February 1, 2000.

1.11     "Estate" means the estate of the Executive.

1.12     "Interest Factor" means Seven Per Cent (7%) per annum.

1.13     "Normal  Retirement  Date" means the first day of the month  coincident
         with or next following the Executive's sixty-fifth (65th) birthday.

1.14     "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)  consecutive  months.  For  purposes of the
         Survivor's  Benefit payable  hereunder,  the Payout Period shall be One
         Hundred Eighty (180) consecutive months.

1.15     "Plan Year" shall mean the calendar year; provided,  however,  that the
         first Plan Year shall be February 1, 2000 through December 31, 2000.

1.16     "Permanently  and Totally  Disabled"  means Executive has, for at least
         six (6) months,  been unable to perform  the  services  incident to his
         position  with the Bank as a result  of  accidental  bodily  injury  or
         sickness  and that the status is likely to continue  for an  indefinite
         period,  as reasonably  determined  subsequent to the expiration of the
         six (6) month  period by a duly  licensed  physician  selected  in good
         faith by the Bank.

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

1.18     "Suicide" means the act of intentionally killing oneself.

1.19     "Supplemental  Retirement  Income  Benefit"  means  an  annual  amount,
         payable over the Payout Period,  equal to the  annuitized  value of the
         Accrued Benefit using the Interest Factor.

1.20     "Survivor's   Benefit"  means  the  benefit   provided  to  Executive's
         Beneficiary  under  Subsection 2.1 payable over the Payout Period.  The
         Survivor's Benefit shall be $23,502 per month.

                                   SECTION II

                PRE RETIREMENT AND POST RETIREMENT DEATH BENEFITS

2.1      Death Prior to Termination of Employment or After Change in Control. If
         Executive  dies prior to  termination  of  employment  with the Bank or
         after  termination  of  employment  with  the Bank  coincident  with or
         following a Change in Control  (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  (or within  thirty  (30) days after the date the Bank is
         notified of Executive's death) 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 death of  Executive
         while receiving monthly benefits under this Plan or after retirement on
         or after the Executive's Normal Retirement Date but before commencement
         of payment of the Supplemental  Retirement Income Benefit to Executive,
         except  under  Section  3.3  hereof,  then the  unpaid  balance of such
         monthly

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         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 by Reason of Suicide.  In the event  Executive  dies by reason of
         suicide at any time within  twenty-six  (26) months after  execution of
         this  Agreement,  the Bank shall be under no  obligation to provide any
         benefits to the Executive's Beneficiary.

2.4      Death  After  Voluntary  Termination  of  Employment  Prior  to  Normal
         Retirement Age. In the event of Executive's death following a voluntary
         termination of employment with the Bank prior to his Normal  Retirement
         Date,  for any reason  other than Cause,  the  Executive's  Beneficiary
         shall be entitled to his Accrued  Benefit  determined as of the date of
         termination of employment and annuitized using the Interest Factor.

                                   SECTION III

                     SUPPLEMENTAL RETIREMENT INCOME BENEFIT
                             AND DISABILITY BENEFIT

3.1      Normal Retirement  Benefit.  At Executive's  retirement on or after the
         Normal  Retirement  Date,  the  Bank  shall  commence  payments  of the
         Supplemental  Retirement  Income  Benefit to  Executive.  Such payments
         shall   commence  the  first  day  of  the  month  next  following  the
         Executive's  Normal  Retirement  Date and shall be  payable  in monthly
         installments throughout the Payout Period.

3.2      Disability. If Executive becomes Permanently and Totally Disabled prior
         to reaching his Normal Retirement Date, while covered by the provisions
         of this  Agreement,  Executive shall be entitled to his Accrued Benefit
         at the time of  disability,  annuitized  using the Interest  Factor and
         payable over the Payout Period. Payments shall begin within thirty (30)
         days after Executive becomes  Permanently and Totally Disabled.  In the
         event the Executive  dies at any time after  termination  of employment
         due to disability but prior to commencement or

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         completion of all payments due and owing hereunder,  the Bank shall pay
         to the Executive's Beneficiary the Survivor's Benefit for the remainder
         of the Payout Period plus a lump sum payment equal to the present value
         of the  difference  between  the  Survivor's  Benefit  and the  Accrued
         Benefit  payments  already paid to the Executive.  Such additional lump
         sum payment shall be made within thirty (30) days after the Executive's
         death or within thirty (30) days after the date the Bank is notified of
         Executive's death.

3.3      Involuntary  Termination  of  Employment.  In the event of  Executive's
         involuntary   termination   of   employment,    including   involuntary
         termination  coincident  with or within  three (3)  years  following  a
         Change in Control, but excluding  termination due to death,  disability
         or termination for Cause,  the Executive shall be entitled to receive a
         retirement  benefit equal to the Survivor's  Benefit.  The Bank, or its
         successor,  shall  commence  payment of such benefit within thirty (30)
         days after the Executive's  Normal  Retirement Date, as defined herein.
         For these  purposes,  Executive's  voluntary  termination of employment
         within three (3) years following a Change in Control shall be deemed to
         be an involuntary termination of employment.

3.4      Voluntary  Termination  of  Employment.  In the  event  of  Executive's
         voluntary  termination of employment  with the Bank prior to his Normal
         Retirement Date, for any reason other than Cause, the Executive (or his
         Beneficiary,  if applicable)  shall be entitled to his Accrued  Benefit
         determined as of the date of  termination  of employment and annuitized
         using the Interest  Factor.  The benefit payable  hereunder shall be in
         accordance with Section 7.1 below.

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                                   SECTION IV

                           EXECUTIVE'S RIGHT TO ASSETS

         The rights of the Executive,  any Beneficiary of the Executive,  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  of  the  Executive,  or  any  other  person  claiming  through  the
Executive,  shall only have the right to receive from the Bank those payments as
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,  except as expressly  provided,
shall not be deemed to be held under any trust for the benefit of the  Executive
or his Beneficiaries, nor shall it be considered security for the performance of
the obligations of the Bank. It shall be, and remain, a general,  unpledged, and
unrestricted asset of the Bank.

                                    SECTION V

                            RESTRICTIONS UPON FUNDING

         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 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,  at  its  sole  discretion,  to  either  fund  the  obligations
undertaken  by this  Agreement  or to  refrain  from  funding  the  same  and to
determine the extent,  nature,  and method of such informal funding.  Should the
Bank elect to fund this Agreement,  in whole or in part, through the purchase of
life  insurance,  mutual  funds,  disability  policies  or  annuities,  the Bank
reserves the absolute right, in its sole  discretion,  to terminate such funding
at any time, in whole or in part.  At no time shall  Executive be deemed to have
any lien nor right, title or interest in or to any specific funding

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investment  or to any assets of the Bank. If the Bank elects to invest in a life
insurance,  disability or annuity  policy upon the life of the  Executive,  then
Executive shall assist the Bank by freely  submitting to a physical  examination
and supplying such additional  information necessary to obtain such insurance or
annuities.

                                   SECTION VI

                     ALIENABILITY AND ASSIGNMENT PROHIBITION

         Neither  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  transferrable  by operation of law in the event of
bankruptcy,  insolvency or otherwise.  In the event 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 VII

                            TERMINATION OF EMPLOYMENT

7.1      Termination  of  Service  Prior  to  Retirement   Date.  If,  prior  to
         Executive's Normal Retirement Date,  Executive  voluntarily  terminates
         employment  with the  Bank,  the Bank  shall pay to the  Executive  the
         benefit set forth in  Subsection  3.4.  Such  payments  shall  commence
         within  thirty (30) days of his  termination  of  employment  and shall
         continue  throughout the Payout Period.  Notwithstanding  the above, if
         Executive is involuntary terminated without Cause or following a Change
         in  Control as  contemplated  in  Subsection  3.3,  Executive  shall be
         entitled to the benefit set forth  therein,  commencing  within  thirty
         (30) days of Executive's Normal Retirement Date.

7.2      Termination  of Service for Cause.  Should  Executive be terminated for
         Cause, his benefits

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         under this Agreement shall be forfeited and this Agreement shall become
null and void.

                                  SECTION VIII

                                 ACT PROVISIONS

8.1      Named  Fiduciary  And  Administrator.  The  Bank  shall  be  the  Named
         Fiduciary and 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 be made to
         the  Administrator  named  above  within  sixty (60) days from the date
         payments  are  refused.  The  Administrator  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 written notice shall further  indicate the additional  steps to be
         taken by claimants if a further 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 the  Agreement or any documents  relating
         thereto and submit any issues,  in writing,  and comments 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 likewise state
         the specific  reasons for the decision and shall  include  reference to
         specific

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         provisions of the Agreement upon which the decision is based.

         If  claimants  continue  to  dispute  the  benefit  denial  based  upon
         completed performance of the 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 Bank ("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.

         Where a dispute  arises as to the Bank's  discharge  of  Executive  for
         Cause, such dispute shall likewise be submitted to arbitration as above
         described  and the  parties  hereto  agree to be bound by the  decision
         thereunder.

                                   SECTION IX

                                  MISCELLANEOUS

9.1      No Effect on Employment  Rights.  Nothing contained herein shall 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 this  Agreement.  The
         provisions of 12 CFR Part 563.39  (including all of its subparts) shall
         be fully applicable to this Agreement.

9.2      Disclosure.  Each  Executive  shall receive a copy of his Agreement and
         the  Administrator  will make  available,  upon request,  a copy of the
         rules and regulations that govern this type of Agreement.

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

9.4      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.

9.5      Incapacity of Recipient. In the event Executive is declared incompetent
         and a conservator or other person legally  charged with the care of his
         person or of his 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 his
         Estate.  Except as provided  above in this  paragraph,  when the Bank's
         Board of Directors in its sole discretion, determines that an Executive
         is unable to manage  his  financial  affairs,  the Board may direct the
         Bank to make  distributions  to any  person  for  the  benefit  of such
         Executive.

9.6      Unclaimed  Benefit.  Each 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 an Executive is not made known to the Bank within three
         years  after  the  date  on  which  any  payment  of  the   Executive's
         Supplemental Retirement Income Benefit may be made, payment may be made
         as though the Executive had died at the end of the  three-year  period.
         If,  within  one  additional  year  after  such  three-year  period has
         elapsed,  or,  within  three  years  after  the  actual  death  of  the
         Executive,  the  Bank  is  unable  to  locate  any  Beneficiary  of the
         Executive,  then the Bank may fully discharge its obligation by payment
         to the Estate.

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<PAGE>



9.7      Limitations  on  Liability.   Notwithstanding   any  of  the  preceding
         provisions  of the  Agreement,  neither  the Bank,  nor any  individual
         acting as an  employee or agent of the Bank or as a member of the Board
         of Directors shall be liable to any Executive, former Executive, or any
         other  person for any claim,  loss,  liability  or expense  incurred in
         connection with the Agreement.

9.8      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.

9.9      Affect 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.

9.10     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.

9.11     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,

                                                        16


<PAGE>



         the  rabbi  trust  agreement   shall  supersede  this  Agreement.   Any
         contributions  to the rabbi trust shall be made during each year of the
         Plan in 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.

9.12     Secular  Trust.  A secular  trust called the Steve Banks  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. The contribution
         shall be the full present value, using an appropriate discount rate, of
         the retirement benefit specified in Subsection 3.3; 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 Normal  Retirement  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.

9.13     Tax  Withholding.  The Bank may withhold from any benefit 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.

                                    SECTION X

                     NON-COMPETITION AFTER NORMAL RETIREMENT

10.1     Non-Compete  Clause.  Except as stated in the second  paragraph of this
         subsection,  the Executive  expressly agrees that, as consideration for
         the agreements of the Bank  contained  herein and as a condition to the
         performance by the Bank of its  obligations  hereunder,  throughout the
         entire period  beginning at the time of termination of employment until
         the final payment is made to  Executive,  as provided  herein,  he will
         not, without the prior written

                                                        17


<PAGE>



         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 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.  The parties  agree that if, for any reason,  any  covenant
         contained   herein  is  held  by  a  court  or  other  tribunal  to  be
         unenforceable  or invalid,  that such court or  tribunal  will have the
         authority  to limit such  covenant  to that which the court or tribunal
         deems proper under the  circumstances  and to enforce such  covenant as
         limited.  Notwithstanding the foregoing,  Executive agrees to honor the
         terms of this Non-Compete Clause and not to contest its enforceability.

         In the event  Executive's  termination  follows a Change in  Control or
         other material change in the Bank's  structure or business  activities,
         Executive  shall be  entitled  to his  Supplemental  Retirement  Income
         Benefit whether or not he enters into an arrangement  that is deemed to
         be competitive with the Bank.

10.2     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.

                                                        18


<PAGE>



                                   SECTION XI

                              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.

                                   ARTICLE XII

                                    EXECUTION

12.1     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.

12.2     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.

                                                        19


<PAGE>



         IN  WITNESS  WHEREOF,  the  Bank and the  Executive  have  caused  this
Agreement to be executed on the day and date first above written.

ATTEST:                                         FIRST FEDERAL SAVINGS BANK:


By: /s/ Nora K. Kuntz                           By:/s/ Larry G. Phillips
                                                Sr. VP & Secretary-Treasurer
                                                (Title)


WITNESS:                                        EXECUTIVE:


By: /s/ Jon R. Marler                           /s/ Steven L. Banks






























                                                        20


<PAGE>



                  EXECUTIVE SHAREHOLDER BENEFIT PLAN AGREEMENT
                             BENEFICIARY DESIGNATION

         The  Executive,  under the terms of the Executive  Shareholder  Benefit
Plan Agreement executed by the Bank, dated the 1st day of February, 2000, hereby
designates the following  Beneficiary(ies) 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

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




                                                     Exhibit A

                                                        21