DIRECTORS
                            SHAREHOLDER BENEFIT PLAN
                                    AGREEMENT

                           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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                                    DIRECTORS

                            SHAREHOLDER BENEFIT PLAN

                                    AGREEMENT

         This  Directors   Shareholder  Benefit  Plan  Agreement  (the  "Plan"),
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 its
directors,  hereinafter  referred to as "Director(s)",  who shall be eligible to
participate  in this Plan by execution of a Directors  Shareholder  Benefit Plan
Joinder  Agreement  ("Joinder  Agreement")  in a form provided by the Bank.  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  Directors  serve  the Bank as  members  of the  Board of
Directors; and

         WHEREAS, the Bank recognizes the valuable services heretofore performed
by the Directors and wishes to encourage their continued service; and

         WHEREAS, the Directors wish to be assured that they 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 and  wishes to
provide their beneficiaries with benefits from and after death; and

         WHEREAS,  the Bank and the  Directors  wish to  provide  the  terms and
conditions  upon which the Bank shall pay such  additional  compensation  to the
Directors after retirement  and/or death benefits to their  beneficiaries  after
death; and

         WHEREAS,  the Bank has adopted this Directors  Shareholder Benefit Plan
which controls all issues relating to benefits as described herein;

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

                                    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:  the Director's  Percentage,  to be specified in
         the Director's Joinder Agreement,  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 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 Directors and their
         beneficiaries  shall have no  ownership  interest in such  policies and
         shall always have no greater  interest in the benefits  under this Plan
         than that of unsecured creditors of the Bank.

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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.

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

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

1.6      "Benefit  Age"  shall be the  birthday  on which the  Director  becomes
         eligible  to  receive  the  Retirement  Benefit  under the  Plan.  Such
         birthday shall be designated in the Director's Joinder Agreement.

1.7      "Benefit  Eligibility  Date"  shall be the date on which a Director  is
         entitled to receive  his  Retirement  Benefit.  A  Director's  "Benefit
         Eligibility  Date" shall  occur on the 1st day of the month  coincident
         with or next  following  the month in which the  Director  attains  his
         Benefit Age designated in the Joinder Agreement.

1.8      "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  Plan,  or  gross
         negligence in matters of material importance to the Bank.

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1.9      "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

                  (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

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                           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 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.

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         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.

1.10     "Children" means the Director'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 Plan.

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

1.12     "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 Plan,  including  benefit  payments  and an
         initial  principal  sum of Five Million Five Hundred  Thousand  Dollars
         ($5,500,000).  The  interest  rate  shall  be  equal to 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  upon by the Bank and the  Director,
         provided,  however,  that it shall be 80% of 6.60% for the  first  Plan
         Year.

1.13     "Director's   Percentage"   means  the  multiplier   specified  in  the
         Director's  Joinder  Agreement used to determine the Director's  annual
         Accrued Benefit in accordance with Subsection 1.1.

1.14     "Disability  Benefit" means the monthly benefit payable to the Director
         following a  determination,  in accordance with Subsection 3.6, that he
         is no longer able, properly and  satisfactorily,  to perform his duties
         as director.

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


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1.16     "Estate" means the estate of the Director.

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

1.18     "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.

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

1.20     "Retirement Benefit" means an annual amount, payable to the Director in
         monthly  installments  over the Payout Period,  equal to the annuitized
         value of the  Accrued  Benefit  using the  Interest  Factor,  provided,
         however,  that in no event  shall  the  Director's  Retirement  Benefit
         exceed his highest annual board fees.

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

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

1.23     "Survivor's  Benefit" means an annual amount payable to the Beneficiary
         in monthly  installments  over the Payout  Period,  equal to the amount
         designated in the Director's Joinder Agreement.


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                                   SECTION II

                                   RABBI TRUST

         The Bank  intends  to  incorporate  this Plan  into the  First  Federal
Savings Bank of Marion Rabbi Trust for the Director Deferred Compensation Master
Agreement and Director  Emeritus Plan,  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  Directors and their  Beneficiaries  in such
manner and at such times as specified in this Plan.  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 Plan. 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 Plan.  To the
extent the  language in this Plan is modified by the language in the rabbi trust
agreement,   the  rabbi  trust   agreement   shall   supersede  this  Plan.  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 Director to
the rabbi trust, and (ii) earnings to date on all such previous contributions.

                                   SECTION III

                                    BENEFITS

3.1      Retirement Benefit. If the Director is in the service of the Bank until
         reaching  his  Benefit  Age,  the  Director  shall be  entitled  to the
         Retirement  Benefit.  Such Retirement Benefit shall commence on the 1st
         day of the month  following the Director's  actual  retirement or other
         termination  of  service  on the Board,  other  than a  termination  of
         service due to the  Director's  death,  and shall be payable in monthly
         installments throughout the Payout Period. In the event a Director dies
         after  commencement  of the  Retirement  Benefit  payments  but  before
         completion of all such payments due and owing hereunder, the Bank shall
         pay  to the  Director's  Beneficiary  a  continuation  of  the  monthly
         installments for the remainder of the Payout Period.

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3.2      Death Prior to Benefit Age. If the Director dies prior to attaining his
         Benefit  Age but  while in the  service  of the  Bank,  the  Director's
         Beneficiary shall be entitled to the Survivor's Benefit. The Survivor's
         Benefit shall commence within thirty (30) days of the Director's  death
         and shall be  payable  in monthly  installments  throughout  the Payout
         Period.

3.3      Voluntary or Involuntary Termination Other Than for Cause.

         (a)  If  the  Director's  service  with  the  Bank  is  voluntarily  or
         involuntarily  terminated  prior  to  the  attainment  of  his  Benefit
         Eligibility  Date, for any reason other than for Cause,  the Director's
         death,  disability,  or following a Change in Control (as defined), the
         Director (or his Beneficiary) shall be entitled to the annuitized value
         (using  the  Interest   Factor)  of  (i)  his  vested  Accrued  Benefit
         calculated  as of the date of his  termination  of  service,  plus (ii)
         interest  accrued  on such  vested  Accrued  Benefit  from  the date of
         termination until his Benefit Age.

         Such benefit shall commence on the Director's Benefit  Eligibility Date
         and shall be  payable  in monthly  installments  throughout  the Payout
         Period.  In the event the Director dies at any time after  commencement
         of payments hereunder, but prior to completion of all such payments due
         and owing hereunder, the Bank shall pay to the Director's Beneficiary a
         continuation  of the  monthly  installments  for the  remainder  of the
         Payout Period.

         (b) If the Director dies after his voluntary or involuntary termination
         of service  occurring prior to his Benefit  Eligibility Date, and prior
         to the commencement of benefits hereunder,  the Director's  Beneficiary
         shall be entitled to the annuitized  value (using the Interest  Factor)
         of his Accrued  Benefit.  The payment of such  benefit  shall  commence
         within thirty (30) days of the Director's  death.  The benefit shall be
         payable in monthly installments over the Payout Period.

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3.4      Termination of Service Related to a Change in Control.

         (a) If the  Director's  service is terminated  (either  voluntarily  or
         involuntarily)  following or coincident  with a Change in Control,  the
         Director  shall  be  entitled  to a  retirement  benefit  equal  to the
         Survivor's  Benefit.  Such benefit shall commence on the 1st day of the
         month  following  his  termination  of service  and shall be payable in
         monthly  installments  throughout the Payout Period.  In the event that
         the Director dies at any time after  commencement of the payments,  but
         prior to completion of all such payments due and owing  hereunder,  the
         Bank,  or its  successor,  shall pay to the  Director's  Beneficiary  a
         continuation  of the  monthly  installments  for the  remainder  of the
         Payout Period.

         (b) If, after such termination, the Director dies prior to commencement
         of the benefits hereunder, the Director's Beneficiary shall be entitled
         to the Survivor's  Benefit which shall commence within thirty (30) days
         of the Director's  death.  The  Survivor's  Benefit shall be payable in
         monthly installments over the Payout Period.

3.5      Termination  for Cause.  If the Director is terminated  for Cause,  all
         benefits  under this Plan shall be forfeited and this Plan shall become
         null and void as to the Director.

3.6      Disability  Benefit.  Notwithstanding  any other provision  hereof,  if
         requested by the Director and approved by the Board of  Directors,  the
         Director  who has not attained  his Benefit  Eligibility  Date shall be
         entitled to receive the Disability  Benefit  hereunder,  in any case in
         which it is  determined by a duly  licensed  physician  selected by the
         Bank, that the Director is no longer able, properly and satisfactorily,
         to perform  his regular  duties as a  Director,  because of ill health,
         accident, disability or general inability due to age. If the Director's
         service is terminated  pursuant to this paragraph and Board of Director
         approval is obtained,  the Director  may elect to begin  receiving  the
         Disability  Benefit in lieu of any benefit available under Section 3.3,
         which is not  available  prior to the  Director's  Benefit  Eligibility
         Date.  The  Disability  Benefit  shall  equal  the  Director's  Accrued
         Benefit, annuitized (using the Interest Factor) over the Payout Period.
         The Disability  Benefit shall be payable in monthly  installments  over
         the Payout Period commencing within thirty (30)

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         days  following  the  later  of  (i)  the  above  mentioned  disability
         determination  and (ii) the approval of the  Disability  Benefit by the
         Board of Directors.  In the event the Executive  dies at any time after
         termination of employment  due to disability but prior to  commencement
         or completion of all payments due and owing  hereunder,  the Bank shall
         pay to the  Director'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.

3.7      Non-Competition During and After Service on the Board.

         (a) In consideration of the agreements of the Bank contained herein and
         of the payments to be made by the Bank  pursuant  hereto,  the Director
         hereby  agrees that,  so long as he remains in the service of the Bank,
         he 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 unless the Directors  participation therein has been consented
         to, in writing, by the Board of Directors.

         (b) The  Director  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 in connection with a Change in Control  pursuant
         to Subsection 3.4, and continuing  throughout the entire Payout Period,
         as provided  herein,  he will not, without the prior written consent of
         the Bank,  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 Director's service or his retirement.

         (c) In the event of a termination of the Director's  service related to
         a Change in Control  pursuant to Subsection 3.4,  paragraph (b) of this
         Subsection 3.7 shall cease to be a condition to the  performance by the
         Bank of its obligations under this Plan.

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

                                   SECTION IV

                             BENEFICIARY DESIGNATION

         The Director shall make an initial designation of primary and secondary
Beneficiaries  upon execution of his Joinder  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 Joinder
Agreement,  a written  designation of primary and secondary  Beneficiaries.  Any
Beneficiary  designation  made subsequent to execution of the Joinder  Agreement
shall become  effective only when receipt  thereof is acknowledged in writing by
the Administrator.

                                    SECTION V

                           DIRECTOR'S RIGHT TO ASSETS

         The  rights of the  Director,  any  Beneficiary,  or any  other  person
claiming  through  the  Director  under this Plan,  shall be solely  those of an
unsecured  general creditor of the Bank. The Director,  the Beneficiary,  or any
other person claiming through the Director, shall only have the right to receive
from the Bank those payments so specified  under this Plan. The Director  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  Plan.  Any  asset  used or  acquired  by the Bank in  connection  with the
liabilities it has assumed under this Plan,  unless  expressly  provided herein,
shall not be deemed to be

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held under any trust for the benefit of the Director 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 Plan. The Director,
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 Plan 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 Director 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 upon the life of the
Director,  then the  Director  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  Director nor any  Beneficiary  under this Plan 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 Director or
his  Beneficiary,  nor be  transferable  by  operation  of law in the  event  of
bankruptcy, insolvency or otherwise.

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In the event the Director 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, as Administrator, shall be
         the Named Fiduciary of this Plan. As  Administrator,  the Bank shall be
         responsible for the management,  control and administration of the Plan
         as established herein. The Administrator may delegate to others certain
         aspects of the management and operational responsibilities of the Plan,
         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
         Plan are not paid to the Director (or to his Beneficiary in the case of
         the  Director's  death) and such  claimants  feel they are  entitled to
         receive  such  benefits,  then a  written  claim  must  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 Plan or the Joinder  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 Plan,  the Joinder  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

                                                        15


<PAGE>



         of such claim.  This decision shall state the specific  reasons for the
         decision and shall  include  reference to specific  provisions  of this
         Plan or the Joinder Agreement upon which the decision is based.

         If  claimants  continue  to  dispute  the  benefit  denial  based  upon
         completed  performance  of this Plan and the Joinder  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.

                                   SECTION IX

                                  MISCELLANEOUS

9.1      No Effect on Director's  Rights.  Nothing  contained herein will confer
         upon the  Director  the right to be retained in the service of the Bank
         nor  limit  the  right of the Bank to deal  with the  Director  without
         regard to the existence of the Plan.

9.2      State  Law.  The  Plan 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 Plan 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 enforce ability of the remaining
         provisions will not be affected thereby.

                                                        16


<PAGE>



9.4      Incapacity  of  Recipient.  In  the  event  the  Director  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 Plan
         to which such Director 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 Director  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  Director 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  Director's  benefit  payment(s)  until the
         location of the Director is made known to the Bank;  however,  the Bank
         shall  only  be  obligated  to hold  such  benefit  payment(s)  for the
         Director  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  Director's  Beneficiary.  If the
         location of the Director'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 Director's Estate. If there is no Estate in existence
         at such time or if such  fact  cannot be  determined  by the Bank,  the
         Director and his Beneficiary(ies) shall thereupon forfeit any rights to
         the balance,  if any, of any benefits provided for such Director and/or
         Beneficiary under this Plan.

9.6      Limitations  on  Liability.   Notwithstanding   any  of  the  preceding
         provisions of the Plan, 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  Director  or any  other  person  for any  claim,  loss,
         liability or expense incurred in connection with the Plan.

9.7      Gender. Whenever in this Plan 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.

                                                        17


<PAGE>



9.8      Effect on Other Corporate Benefit Plans. Nothing contained in this Plan
         shall affect the right of the Director to  participate in or be covered
         by any other  corporate  benefit  available  to  Directors  of the Bank
         constituting  a part of the  Bank's  existing  or  future  compensation
         structure.

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

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

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

9.12     Secular  Trust.  A secular  trust in the name of the Director  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 3.4.

                                    SECTION X

                              AMENDMENT/REVOCATION

               This Plan shall not be amended,  modified or revoked at any time,
in whole or part, as to any Director,  without the mutual written consent of the
Director and the Bank,  and such mutual  consent  shall be required  even if the
Director is no longer in the service of the Bank.

                                                        18


<PAGE>



                                   SECTION XI

                                    EXECUTION

11.1     This Plan 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 Plan.

11.2     This Plan 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 has caused this Plan to be executed
on the day and date first above written.

ATTEST:                                          FIRST FEDERAL SAVINGS BANK

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







                                                        20


<PAGE>

                             FIRST AMENDMENT TO THE
                       DIRECTORS SHAREHOLDER BENEFIT PLAN


         WHEREAS, First Federal Savings Bank of Marion, in Marion, Indiana, (the
"Bank") has adopted a Directors Shareholder Benefit Plan (the "Plan"), effective
February  1,  2000,  this  First  Amendment  to the Plan is for the  purpose  of
amending the Plan as follows:

         The Plan is hereby  amended  such that  Subsection  1.1 of  Section I -
         Definitions shall now read:

1.1      "Accrued Benefit" means that portion of the Retirement Benefit which is
         required to be expensed  and/or  under  generally  accepted  accounting
         principles by the following methodology:  the Director's Percentage, to
         be specified in the  Director's  Joinder  Agreement,  of the difference
         between (i) 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 (ii) the  after-tax  Cost of Funds  Expense;  provided,
         however, that in no event shall such yearly accrual exceed that accrual
         necessary under the  benefit/years of service method to pay,  beginning
         at the Benefit  Eligibility  Date, the Retirement  Benefit payable over
         the Payout Period.

         If  such  contracts  for  life  insurance  are  not  purchased  or  are
         subsequently  surrendered or lapsed, then the Bank shall receive 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 Directors and their
         beneficiaries  shall have no  ownership  interest in such  policies and
         shall always have no greater  interest in the benefits  under this Plan
         than that of unsecured creditors of the Bank.

         All  other  provisions  and of the  Plan,  which  are not  specifically
modified by this First  Amendment,  are hereby  incorporated and shall remain in
full force and effect.

     IN  WITNESS  WHEREOF,  the Bank has  caused  this  First  Amendment  to the
Directors  Shareholder Benefit Plan to be executed on this 22nd day of February,
2000.

                                   FIRST FEDERAL SAVINGS BANK OF MARION
                                   (Bank)


Attest:                            By:     /s/ Larry G. Phillips
 /s/ K. Kuntz                      Senior Vice President & Secretary-Treasurer



/s/ John M. Dalton                          /s/ Steven Banks
John M. Dalton (Director)                   Steven Banks (Director)


/s/ Jon R. Marler                           /s/ Jerry McVicker
Jon R. Marler (Director)                    Jerry McVicker (Director)



<PAGE>



                       DIRECTORS SHAREHOLDER BENEFIT PLAN
                                JOINDER AGREEMENT

         I, John Dalton,  and FIRST  FEDERAL  SAVINGS BANK hereby agree for good
and valuable  consideration,  the value of which is hereby acknowledged,  that I
shall participate in the Directors Shareholder Benefit Plan ("Plan") established
on February 1, 2000, by FIRST  FEDERAL  SAVINGS BANK, as such Plan may now exist
or  hereafter  be  modified;  and do further  agree to the terms and  conditions
thereof.

         I understand  that I must execute this  Directors  Shareholder  Benefit
Plan Joinder Agreement ("Joinder Agreement") as well as notify the Administrator
of such  execution,  on or before March 1, 2000, in order to  participate in the
Plan from its Effective Date.  Otherwise,  I may execute this Joinder  Agreement
and give notice of such execution to the Administrator at least thirty (30) days
prior to any February 1.

         My "Benefit Age" shall be Seventy (70).

         My "Director's Percentage" shall be 10.33%.

         My annual  "Survivor's  Benefit" shall be Nine Thousand One Hundred and
Sixty-Seven  Dollars  ($9,167),  subject  to  Subsection  3.2 and  all  relevant
Subsections of the Plan.

         In general, I understand that my receipt (or my Beneficiary's  receipt)
of the  Retirement  Benefit  (or  Survivor's  Benefit)  shall be  subject to all
provisions of the Plan.

         In  general,  I  understand  that  if I  voluntarily  or  involuntarily
terminate  service at the Bank pursuant to Subsection  3.3 of the Plan and prior
to reaching my Benefit Age, for any reason other than for Cause,  my  retirement
benefit shall be computed in accordance  with Subsection 3.3 of the Plan, and in
general such benefit  shall be based on the  annuitized  value of (i) my Accrued
Benefit on such date,  plus (ii) interest  accrued on such Accrued  Benefit from
the date of termination until my Benefit Age.

         I hereby designate the following  individuals as my "Beneficiary" and I
am aware that I can  subsequently  change such  designation by submitting to the
Administrator,  at any subsequent time, and in  substantially  the form attached
hereto  as  Exhibit  A, a  written  designation  of the  primary  and  secondary
Beneficiaries  to whom  payment  under the Plan shall be made in the event of my
death prior to complete  distribution  of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder  Agreement  shall become  effective only when receipt  thereof is
acknowledged in writing by the Administrator.

PRIMARY BENEFICIARY: _______________________________________________


SECONDARY BENEFICIARY:_______________________________________________



<PAGE>



         I further  understand  that I am entitled to review or obtain a copy of
the Plan, at any time, and may do so by contacting the Bank.

         This Joinder Agreement shall become effective upon execution (below) by
both the Director and a duly authorized officer of the Bank.

         Dated this 22nd day of February, 2000.



/s/ John M. Dalton
(Director)


/s/ Larry G. Phillips Sr. VP & Secretary-Treasurer
(Bank's duly authorized Officer)



<PAGE>



                       DIRECTORS SHAREHOLDER BENEFIT PLAN
                                JOINDER AGREEMENT

         I, Steve Banks,  and FIRST  FEDERAL  SAVINGS BANK hereby agree for good
and valuable  consideration,  the value of which is hereby acknowledged,  that I
shall participate in the Directors Shareholder Benefit Plan ("Plan") established
on February 1, 2000, by FIRST  FEDERAL  SAVINGS BANK, as such Plan may now exist
or  hereafter  be  modified;  and do further  agree to the terms and  conditions
thereof.

         I understand  that I must execute this  Directors  Shareholder  Benefit
Plan Joinder Agreement ("Joinder Agreement") as well as notify the Administrator
of such  execution,  on or before March 1, 2000, in order to  participate in the
Plan from its Effective Date.  Otherwise,  I may execute this Joinder  Agreement
and give notice of such execution to the Administrator at least thirty (30) days
prior to any February 1.

         My "Benefit Age" shall be Seventy (70).

         My "Director's Percentage" shall be 14.10%.

         My  annual  "Survivor's  Benefit"  shall be  Forty-Nine  Thousand  Five
Hundred and Twenty-Eight  Dollars  ($49,528),  subject to Subsection 3.2 and all
relevant Subsections of the Plan.

         In general, I understand that my receipt (or my Beneficiary's  receipt)
of the  Retirement  Benefit  (or  Survivor's  Benefit)  shall be  subject to all
provisions of the Plan.

         In  general,  I  understand  that  if I  voluntarily  or  involuntarily
terminate  service at the Bank pursuant to Subsection  3.3 of the Plan and prior
to reaching my Benefit Age, for any reason other than for Cause,  my  retirement
benefit shall be computed in accordance  with Subsection 3.3 of the Plan, and in
general such benefit  shall be based on the  annuitized  value of (i) my Accrued
Benefit on such date,  plus (ii) interest  accrued on such Accrued  Benefit from
the date of termination until my Benefit Age.

         I hereby designate the following  individuals as my "Beneficiary" and I
am aware that I can  subsequently  change such  designation by submitting to the
Administrator,  at any subsequent time, and in  substantially  the form attached
hereto  as  Exhibit  A, a  written  designation  of the  primary  and  secondary
Beneficiaries  to whom  payment  under the Plan shall be made in the event of my
death prior to complete  distribution  of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder  Agreement  shall become  effective only when receipt  thereof is
acknowledged in writing by the Administrator.

PRIMARY BENEFICIARY: _______________________________________________


SECONDARY BENEFICIARY:_______________________________________________



<PAGE>



         I further  understand  that I am entitled to review or obtain a copy of
the Plan, at any time, and may do so by contacting the Bank.

         This Joinder Agreement shall become effective upon execution (below) by
both the Director and a duly authorized officer of the Bank.

         Dated this 22nd day of February, 2000.



/s/ Steve Banks
(Director)


/s/ Larry G. Phillips Sr. VP & Secretary-Treasurer
(Bank's duly authorized Officer)



<PAGE>



                       DIRECTORS SHAREHOLDER BENEFIT PLAN
                                JOINDER AGREEMENT

               I, Jon Marler,  and FIRST  FEDERAL  SAVINGS BANK hereby agree for
good and valuable consideration, the value of which is hereby acknowledged, that
I  shall  participate  in  the  Directors   Shareholder  Benefit  Plan  ("Plan")
established on February 1, 2000, by FIRST FEDERAL SAVINGS BANK, as such Plan may
now  exist or  hereafter  be  modified;  and do  further  agree to the terms and
conditions thereof.

               I  understand  that I must  execute  this  Directors  Shareholder
Benefit  Plan  Joinder  Agreement  ("Joinder  Agreement")  as well as notify the
Administrator  of such  execution,  on or  before  March  1,  2000,  in order to
participate in the Plan from its Effective Date.  Otherwise,  I may execute this
Joinder  Agreement  and give notice of such  execution to the  Administrator  at
least thirty (30) days prior to any February 1.

               My "Benefit Age" shall be Seventy (70).

               My "Director's Percentage" shall be 11.78%.

               My annual "Survivor's  Benefit" shall be Forty-One Thousand Three
Hundred and  Ninety-One  Dollars  ($41,391),  subject to Subsection  3.2 and all
relevant Subsections of the Plan.

               In general,  I  understand  that my receipt (or my  Beneficiary's
receipt) of the Retirement  Benefit (or Survivor's  Benefit) shall be subject to
all provisions of the Plan.

               In general,  I understand that if I voluntarily or  involuntarily
terminate  service at the Bank pursuant to Subsection  3.3 of the Plan and prior
to reaching my Benefit Age, for any reason other than for Cause,  my  retirement
benefit shall be computed in accordance  with Subsection 3.3 of the Plan, and in
general such benefit  shall be based on the  annuitized  value of (i) my Accrued
Benefit on such date,  plus (ii) interest  accrued on such Accrued  Benefit from
the date of termination until my Benefit Age.

               I hereby designate the following  individuals as my "Beneficiary"
and I am aware that I can subsequently  change such designation by submitting to
the  Administrator,  at any  subsequent  time,  and in  substantially  the  form
attached hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries  to whom  payment  under the Plan shall be made in the event of my
death prior to complete  distribution  of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder  Agreement  shall become  effective only when receipt  thereof is
acknowledged in writing by the Administrator.

PRIMARY BENEFICIARY: _______________________________________________


SECONDARY BENEFICIARY:_______________________________________________



<PAGE>



               I further  understand  that I am  entitled  to review or obtain a
copy of the Plan, at any time, and may do so by contacting the Bank.

               This Joinder  Agreement  shall become  effective  upon  execution
(below) by both the Director and a duly authorized officer of the Bank.

               Dated this 22nd day of February, 2000.



/s/ Jon R. Marler
(Director)


/s/ Larry G. Phillips Sr. VP & Secretary-Treasurer
(Bank's duly authorized Officer)



<PAGE>



                       DIRECTORS SHAREHOLDER BENEFIT PLAN
                                JOINDER AGREEMENT

               I, Jerry  McVicker,  and FIRST FEDERAL  SAVINGS BANK hereby agree
for good and valuable consideration,  the value of which is hereby acknowledged,
that I shall  participate  in the  Directors  Shareholder  Benefit Plan ("Plan")
established on February 1, 2000, by FIRST FEDERAL SAVINGS BANK, as such Plan may
now  exist or  hereafter  be  modified;  and do  further  agree to the terms and
conditions thereof.

               I  understand  that I must  execute  this  Directors  Shareholder
Benefit  Plan  Joinder  Agreement  ("Joinder  Agreement")  as well as notify the
Administrator  of such  execution,  on or  before  March  1,  2000,  in order to
participate in the Plan from its Effective Date.  Otherwise,  I may execute this
Joinder  Agreement  and give notice of such  execution to the  Administrator  at
least thirty (30) days prior to any February 1.

               My "Benefit Age" shall be Seventy (70).

               My "Director's Percentage" shall be 9.25%.

               My annual "Survivor's  Benefit" shall be Thirty-Two Thousand Four
Hundred and  Thirty-One  Dollars  ($32,431),  subject to Subsection  3.2 and all
relevant Subsections of the Plan.

               In general,  I  understand  that my receipt (or my  Beneficiary's
receipt) of the Retirement  Benefit (or Survivor's  Benefit) shall be subject to
all provisions of the Plan.

               In general,  I understand that if I voluntarily or  involuntarily
terminate  service at the Bank pursuant to Subsection  3.3 of the Plan and prior
to reaching my Benefit Age, for any reason other than for Cause,  my  retirement
benefit shall be computed in accordance  with Subsection 3.3 of the Plan, and in
general such benefit  shall be based on the  annuitized  value of (i) my Accrued
Benefit on such date,  plus (ii) interest  accrued on such Accrued  Benefit from
the date of termination until my Benefit Age.

               I hereby designate the following  individuals as my "Beneficiary"
and I am aware that I can subsequently  change such designation by submitting to
the  Administrator,  at any  subsequent  time,  and in  substantially  the  form
attached hereto as Exhibit A, a written designation of the primary and secondary
Beneficiaries  to whom  payment  under the Plan shall be made in the event of my
death prior to complete  distribution  of the benefits due and payable under the
Plan. I understand that any Beneficiary designation made subsequent to execution
of the Joinder  Agreement  shall become  effective only when receipt  thereof is
acknowledged in writing by the Administrator.

PRIMARY BENEFICIARY: _______________________________________________


SECONDARY BENEFICIARY:_______________________________________________



<PAGE>



               I further  understand  that I am  entitled  to review or obtain a
copy of the Plan, at any time, and may do so by contacting the Bank.

               This Joinder  Agreement  shall become  effective  upon  execution
(below) by both the Director and a duly authorized officer of the Bank.

               Dated this 22nd day of February, 2000.



/s/ Jerry McVicker
(Director)


/s/ Larry G. Phillips Sr. VP & Secretary-Treasurer
(Bank's duly authorized Officer)



<PAGE>



                       DIRECTORS SHAREHOLDER BENEFIT PLAN
                             BENEFICIARY DESIGNATION

               The  Director,  under  the  terms  of the  Directors  Shareholder
Benefit Plan  executed by the Bank on February 1, 2000,  hereby  designates  the
following Beneficiary to receive any guaranteed payments or death benefits under
such Plan, 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)                                               DIRECTOR



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



                                                                       Exhibit A