EMPLOYMENT AGREEMENT

         This  Agreement,  made and dated as of January 19, 2000, by and between
First Federal Savings Bank of Marion, a federal savings bank  ("Employer"),  and
Steven L. Banks, a resident of Grant County, Indiana ("Employee").

                               W I T N E S S E T H
                               - - - - - - - - - -


         WHEREAS, Employee is employed by Employer as its President and has made
valuable contributions to the profitability and financial strength of Employer;

         WHEREAS,  Employer  desires to  encourage  Employee to continue to make
valuable  contributions  to Employer's  business  operations  and not to seek or
accept employment elsewhere;

         WHEREAS,   Employee   desires  to  be  assured  of  a  secure   minimum
compensation from Employer for his services over a defined term;

         WHEREAS,  Employer desires to assure the continued services of Employee
on  behalf  of  Employer  on  an  objective  and  impartial  basis  and  without
distraction  or conflict of interest in the event of an attempt by any person to
obtain  control of Employer  or Marion  Capital  Holdings,  Inc.  (the  "Holding
Company"),  the Indiana corporation which owns all of the issued and outstanding
capital stock of Employer;

         WHEREAS,  Employer  recognizes  that when faced  with a proposal  for a
change of control of  Employer  or the  Holding  Company,  Employee  will have a
significant  role in helping  the Boards of  Directors  assess the  options  and
advising the Boards of  Directors on what is in the best  interests of Employer,
the Holding Company,  and its shareholders,  and it is necessary for Employee to
be able to provide  this  advice and counsel  without  being  influenced  by the
uncertainties of his own situation;

         WHEREAS,  Employer  desires to provide fair and reasonable  benefits to
Employee on the terms and subject to the conditions set forth in this Agreement;

         WHEREAS,  Employer  desires  reasonable  protection of its confidential
business  and  customer  information  which it has  developed  over the years at
substantial  expense and assurance  that Employee will not compete with Employer
for a  reasonable  period  of time  after  termination  of his  employment  with
Employer, except as otherwise provided herein.

         NOW,  THEREFORE,   in  consideration  of  these  premises,  the  mutual
covenants and  undertakings  herein  contained  and the continued  employment of
Employee by Employer as its President,  Employer and Employee, each intending to
be legally bound, covenant and agree as follows:

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<PAGE>



          1. Upon the  terms and  subject  to the  conditions  set forth in this
Agreement,  Employer  employs  Employee as  Employer's  President,  and Employee
accepts such employment.

          2.  Employee  agrees to serve as  Employer's  President and to perform
such duties in that office as may  reasonably  be assigned to him by  Employer's
Board of Directors; provided, however, that such duties shall be performed in or
from the offices of Employer currently located at Marion,  Indiana, and shall be
of the same  character as those  previously  performed by Employee and generally
associated  with the office held by Employee.  Employee shall not be required to
be absent from the location of the  principal  executive  offices of Employer on
travel  status or  otherwise  more than 45 days in any calendar  year.  Employer
shall not,  without  the  written  consent of  Employee,  relocate  or  transfer
Employee  to a  location  more than 25 miles  from  Employer's  primary  office.
Employee  shall render  services to Employer as President in  substantially  the
same  manner and to  substantially  the same  extent as  Employee  rendered  his
services  to  Employer  before the date  hereof.  While  employed  by  Employer,
Employee  shall  devote  substantially  all his  business  time and  efforts  to
Employer's  business  during regular  business hours and shall not engage in any
other related business. Employer shall nominate the Employee to successive terms
as a member of  Employer's  Board of Directors and shall use its best efforts to
elect and re-elect Employee as a member of such Board.

          3. The term of this Agreement  shall begin on the date set forth above
(the "Effective  Date") and shall end on the date which is three years following
such date; provided, however, that such term shall be extended automatically for
an additional year on each anniversary of the Effective Date if Employer's Board
of Directors  determines by resolution  that the performance of the Employee has
met the Board's  requirements  and standards and that this  Agreement  should be
extended prior to such  anniversary of the Effective  Date,  unless either party
hereto gives  written  notice to the other party not to so extend  within ninety
(90)  days  prior  to such  anniversary,  in  which  case no  further  automatic
extension  shall  occur  and the  term of this  Agreement  shall  end two  years
subsequent  to the  anniversary  as of which the  notice  not to  extend  for an
additional  year is given (such term,  including  any  extension  thereof  shall
herein be referred to as the "Term").

          4.  Employee  shall  receive an annual  salary of  $175,000.00  ("Base
Compensation") payable at regular intervals in accordance with Employer's normal
payroll practices now or hereafter in effect.  Employer may consider and declare
from time to time increases in the salary it pays Employee and thereby increases
in his Base  Compensation.  Prior  to a Change  of  Control,  Employer  may also
declare  decreases in the salary it pays  Employee if the  operating  results of
Employer are significantly  less favorable than those for the fiscal year ending
June 30, 1999,  and Employer  makes  similar  decreases in the salary it pays to
other executive officers of Employer. After a Change in Control,  Employer shall
consider and declare salary increases based upon the following standards:

         Inflation;



                                                        -2-


<PAGE>

         Adjustments to the salaries of other senior management personnel; and

         Past performance of Employee and the contribution  which Employee makes
         to the business and profits of Employer during the Term.

Any and all increases or decreases in Employee's salary pursuant to this section
shall cause the level of Base  Compensation  to be increased or decreased by the
amount of each such  increase or decrease  for purposes of this  Agreement.  The
increased or decreased  level of Base  Compensation  as provided in this section
shall  become the level of Base  Compensation  for the  remainder of the Term of
this  Agreement  until  there  is  a  further   increase  or  decrease  in  Base
Compensation as provided herein.

          5. So long as  Employee  is  employed  by  Employer  pursuant  to this
Agreement,  he shall be  included  as a  participant  in all  present and future
employee  benefit,  retirement,  and compensation  plans generally  available to
employees of Employer, consistent with his Base Compensation and his position as
President of Employer, including, without limitation,  Employer's or the Holding
Company's  pension plan,  401(k) plan,  Stock Option Plan, and  hospitalization,
disability and group life  insurance  plans,  each of which  Employer  agrees to
continue in effect on terms no less favorable than those  currently in effect as
of the date  hereof (as  permitted  by law)  during  the Term of this  Agreement
unless  prior to a Change of  Control  the  operating  results of  Employer  are
significantly  less  favorable  than those for the fiscal  year  ending June 30,
1999,  and unless  (either  before or after a Change of Control)  changes in the
accounting,  legal,  or tax  treatment  of such  plans  would  adversely  affect
Employer's  operating results or financial  condition in a material way, and the
Board  of  Directors  of  Employer  or  the  Holding   Company   concludes  that
modifications to such plans need to be made to avoid such adverse effects.

          6. So long as  Employee  is  employed  by  Employer  pursuant  to this
Agreement, Employee shall receive reimbursement from Employer for all reasonable
business  expenses  incurred in the course of his  employment by Employer,  upon
submission to Employer of written  vouchers and  statements  for  reimbursement.
Employee shall attend, upon the prior approval of Employer's Board of Directors,
those professional meetings, conventions, and/or similar functions that he deems
appropriate and useful for purposes of keeping  abreast of current  developments
in the industry and/or promoting the interests of Employer.  So long as Employee
is employed by Employer pursuant to the terms of this Agreement,  Employer shall
continue in effect  vacation  policies  applicable to Employee no less favorable
from his point of view than those  written  vacation  policies  in effect on the
date  hereof.  So long as Employee  is  employed  by  Employer  pursuant to this
Agreement,  Employee shall be entitled to office space and working conditions no
less favorable than were in effect for him on the date hereof.

          7. Subject to the  respective  continuing  obligations of the parties,
including but not limited to those set forth in subsections 9(A), 9(B), 9(C) and
9(D) hereof,  Employee's  employment by Employer may be terminated  prior to the
expiration of the Term of this Agreement as follows:

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<PAGE>




          (A)  Employer,  by action of its Board of  Directors  and upon written
               notice to Employee,  may  terminate  Employee's  employment  with
               Employer  immediately for cause.  For purposes of this subsection
               7(A), "cause" shall be defined as (i) personal  dishonesty,  (ii)
               incompetence,  (iii) willful misconduct, (iv) breach of fiduciary
               duty  involving  personal  profit,  (v)  intentional  failure  to
               perform stated duties,  (vi) willful  violation of any law, rule,
               or regulation (other than traffic violations or similar offenses)
               or final cease-and-desist  order, or (vii) any material breach of
               any provision of this Agreement.

          (B)  Employer,  by  action  of its Board of  Directors  may  terminate
               Employee's  employment  with Employer  without cause at any time;
               provided, however, that the "date of termination" for purposes of
               determining  benefits  payable to Employee under  subsection 8(B)
               hereof shall be the date which is 60 days after Employee receives
               written notice of such termination.

          (C)  Employee,  by  written  notice to  Employer,  may  terminate  his
               employment with Employer  immediately for cause.  For purposes of
               this subsection 7(C),  "cause" shall be defined as (i) any action
               by  Employer's  Board of  Directors  to remove  the  Employee  as
               President  of  Employer,  except  where the  Employer's  Board of
               Directors  properly acts to remove  Employee from such office for
               "cause" as defined in subsection 7(A) hereof,  (ii) any action by
               Employer's Board of Directors to materially limit,  increase,  or
               modify   Employee's  duties  and/or  authority  as  President  of
               Employer,  (iii) any failure of Employer to obtain the assumption
               of the  obligation to perform this  Agreement by any successor or
               the reaffirmation of such obligation by Employer, as contemplated
               in section 20 hereof;  (iv) any material  breach by Employer of a
               term,  condition  or  covenant  of  this  Agreement;   or  (v)  a
               relocation of Employee's  principal  office of employment by more
               than 25 miles from its  location  at the  effective  date of this
               Agreement.

          (D)  Employee,  upon sixty (60) days written  notice to Employer,  may
               terminate his employment with Employer without cause.

          (E)  Employee's  employment with Employer shall terminate in the event
               of  Employee's   death  or  disability.   For  purposes   hereof,
               "disability"  shall be defined as Employee's  inability by reason
               of illness or other physical or mental  incapacity to perform the
               duties required by his employment for any consecutive One Hundred
               Eighty (180) day period,  provided that notice of any termination
               by Employer  because of Employee's  "disability"  shall have been
               given to  Employee  prior to the  full  resumption  by him of the
               performance of such duties.

          8. In the event of termination of Employee's  employment with Employer
pursuant to section 7 hereof, compensation shall continue to be paid by Employer
to Employee as follows:

                                                        -4-


<PAGE>



          (A)  In the event of termination  pursuant to subsection 7(A) or 7(D),
               compensation  provided for herein  (including Base  Compensation)
               shall  continue  to be  paid,  and  Employee  shall  continue  to
               participate in the employee benefit, retirement, and compensation
               plans and other  perquisites  as  provided  in  sections  5 and 6
               hereof,  through the date of termination  specified in the notice
               of termination.  Any benefits  payable under  insurance,  health,
               retirement   and   bonus   plans  as  a  result   of   Employee's
               participation  in such plans through such date shall be paid when
               due under those plans.  The date of termination  specified in any
               notice of  termination  pursuant to  subsection  7(A) shall be no
               later  than  the last  business  day of the  month in which  such
               notice is provided to Employee.

          (B)  In the event of termination  pursuant to subsection 7(B) or 7(C),
               compensation  provided for herein  (including Base  Compensation)
               shall  continue  to be  paid,  and  Employee  shall  continue  to
               participate in the employee benefit, retirement, and compensation
               plans and other  perquisites  as  provided  in  sections  5 and 6
               hereof,  through the date of termination  specified in the notice
               of termination.  Any benefits  payable under  insurance,  health,
               retirement   and   bonus   plans  as  a  result   of   Employee's
               participation  in such plans through such date shall be paid when
               due under those plans. In addition, Employee shall be entitled to
               continue to receive from  Employer his Base  Compensation  at the
               rates  in  effect  at the  time  of  termination  (1)  for  three
               additional  l2-month periods if the termination  follows a Change
               of Control or (2) for the remaining  Term of the Agreement if the
               termination  does not follow a Change of  Control.  In  addition,
               during such  periods,  Employer  will  maintain in full force and
               effect  for the  continued  benefit  of  Employee  each  employee
               welfare  benefit plan and each employee  pension benefit plan (as
               such terms are defined in the Employee Retirement Income Security
               Act of 1974,  as  amended)  in which  Employee  was  entitled  to
               participate  immediately  prior to the  date of his  termination,
               unless an essentially equivalent and no less favorable benefit is
               provided by a subsequent  employer of  Employee.  If the terms of
               any employee  welfare  benefit plan or employee  pension  benefit
               plan  of  Employer  do  not  permit  continued  participation  by
               Employee,  Employer will arrange to provide to Employee a benefit
               substantially similar to, and no less favorable than, the benefit
               he was  entitled  to  receive  under  such plan at the end of the
               period of coverage.  For purposes of this Agreement, a "Change of
               Control"  shall mean an  acquisition  of "control" of the Holding
               Company or of Employer within the meaning of 12 C.F.R.ss.574.4(a)
               (other than a change of control resulting from a trustee or other
               fiduciary  holding  shares  of  Common  Stock  under an  employee
               benefit plan of the Holding Company or any of its  subsidiaries).
               Notwithstanding  anything to the contrary in the  foregoing,  any
               benefits  payable under this  subsection 8(B) shall be subject to
               the  limitations  on severance  benefits set forth in  Regulatory
               Bulletin 27a of the Office of Thrift Supervision, as in effect on
               the Effective Date.


                                                        -5-


<PAGE>



          (C)  In  the  event  of  termination   pursuant  to  subsection  7(E),
               compensation  provided for herein  (including Base  Compensation)
               shall  continue  to be  paid,  and  Employee  shall  continue  to
               participate in the employee benefit, retirement, and compensation
               plans and other  perquisites  as  provided  in  sections  5 and 6
               hereof, (i) in the event of Employee's death, through the date of
               death, or (ii) in the event of Employee's disability, through the
               date of proper  notice of  disability  as required by  subsection
               7(E). Any benefits  payable under insurance,  health,  retirement
               and bonus plans as a result of Employer's  participation  in such
               plans through such date shall be paid when due under those plans.

          (D)  Employer will permit  Employee or his personal  representative(s)
               or heirs,  during a period of three months  following  Employee's
               termination  of  employment by Employer for the reasons set forth
               in subsections 7(B) or (C), if such termination  follows a Change
               of  Control,  to  require  Employer,  upon  written  request,  to
               purchase all  outstanding  stock  options  previously  granted to
               Employee  under any  Holding  Company  stock  option plan then in
               effect whether or not such options are then exercisable at a cash
               purchase  price equal to the amount by which the aggregate  "fair
               market value" of the shares  subject to such options  exceeds the
               aggregate  option  price for such  shares.  For  purposes of this
               Agreement,  the term "fair market value" shall mean the higher of
               (1) the average of the highest  asked prices for Holding  Company
               shares in the  over-the-counter  market as reported on the NASDAQ
               system  if the  shares  are  traded  on  such  system  for the 30
               business days preceding such termination,  or (2) the average per
               share price  actually  paid for the most highly  priced 1% of the
               Holding  Company shares acquired in connection with the Change of
               Control of the Holding  Company by any person or group  acquiring
               such control.

         9. In order to induce Employer to enter into this  Agreement,  Employee
hereby agrees as follows:

         (A)      While  Employee is  employed  by Employer  and for a period of
                  three years after  termination of such  employment for reasons
                  other than those set forth in subsections  7(B) or (C) of this
                  Agreement,  Employee  shall not  divulge or furnish  any trade
                  secrets (as defined in IND.  CODEss.  24-2-3-2) of Employer or
                  any confidential information acquired by him while employed by
                  Employer  concerning  the  policies,   plans,   procedures  or
                  customers  of  Employer to any  person,  firm or  corporation,
                  other than  Employer or upon its written  request,  or use any
                  such trade  secret or  confidential  information  directly  or
                  indirectly  for  Employee's  own benefit or for the benefit of
                  any person,  firm or corporation  other than  Employer,  since
                  such  trade   secrets   and   confidential   information   are
                  confidential  and shall at all times  remain the  property  of
                  Employer.


                                                        -6-


<PAGE>



         (B)      For a period of three years after  termination  of  Employee's
                  employment  by Employer for reasons other than those set forth
                  in subsections  7(B) or (C) of this Agreement,  Employee shall
                  not directly or  indirectly  provide  banking or  bank-related
                  services to or solicit the banking or bank-related business of
                  any  customer  of Employer  at the time of such  provision  of
                  services or solicitation which Employee served either alone or
                  with others  while  employed  by  Employer in any city,  town,
                  borough,  township,  village or other place in which  Employee
                  performed  services  for  Employer  while  employed  by it, or
                  assist any  actual or  potential  competitor  of  Employer  to
                  provide  banking or  bank-related  services  to or solicit any
                  such customer's  banking or bank-related  business in any such
                  place.

         (C)      While Employee is employed by Employer and for a period of one
                  year after  termination  of Employee's  employment by Employer
                  for reasons other than those set forth in subsections  7(B) or
                  (C)  of  this  Agreement,  Employee  shall  not,  directly  or
                  indirectly,  as principal,  agent, or trustee,  or through the
                  agency of any  corporation,  partnership,  trade  association,
                  agent  or  agency,  engage  in  any  banking  or  bank-related
                  business  which  competes  with the  business  of  Employer as
                  conducted  during  Employee's  employment by Employer within a
                  radius of twenty-five (25) miles of Employer's main office.

         (D)      If Employee's employment by Employer is terminated for reasons
                  other than those set forth in subsections  7(B) or (C) of this
                  Agreement,  Employee will turn over immediately  thereafter to
                  Employer  all  business   correspondence,   letters,   papers,
                  reports,   customers'  lists,  financial  statements,   credit
                  reports or other  confidential  information  or  documents  of
                  Employer or its  affiliates  in the  possession  or control of
                  Employee,  all of which  writings are and will  continue to be
                  the sole and exclusive property of Employer or its affiliates.

If  Employee's  employment  by  Employer is  terminated  during the Term of this
Agreement for reasons set forth in  subsections  7(B) or (C) of this  Agreement,
Employee  shall have no  obligations  to Employer with respect to trade secrets,
confidential information or noncompetition under this section 9.

         10.  Any   termination  of  Employee's   employment  with  Employer  as
contemplated  by section 7 hereof,  except in the  circumstances  of  Employee's
death,  shall  be  communicated  by  written  "Notice  of  Termination"  by  the
terminating  party to the  other  party  hereto.  Any  "Notice  of  Termination"
pursuant  to  subsections  7(A),  7(C)  or  7(E)  shall  indicate  the  specific
provisions  of this  Agreement  relied  upon and shall  set forth in  reasonable
detail  the  facts  and  circumstances  claimed  to  provide  a basis  for  such
termination.

         11.  If  Employee  is  suspended  and/or  temporarily  prohibited  from
participating  in the conduct of  Employer's  affairs by a notice  served  under
section  8(e)(3) or (g)(1) of the Federal  Deposit  Insurance  Act (12 U.S.C.ss.
1818(e)(3) or (g)(1)), Employer's obligations under this

                                                        -7-


<PAGE>



Agreement  shall  be  suspended  as of the date of  service,  unless  stayed  by
appropriate  proceedings.  If the charges in the notice are dismissed,  Employer
shall  (i) pay  Employee  all or part of the  compensation  withheld  while  its
obligations  under this Agreement were suspended and (ii) reinstate (in whole or
in part) any of its obligations which were suspended.

         12.  If  Employee  is  removed  and/or   permanently   prohibited  from
participating  in the conduct of  Employer's  affairs by an order  issued  under
section  8(e)(4) or (g)(1) of the Federal Deposit  Insurance Act (12 U.S.C.  ss.
1818(e)(4) or (g)(1)),  all  obligations of Employer under this Agreement  shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
parties to the Agreement shall not be affected.

         13. If Employer  is in default  (as  defined in section  3(x)(1) of the
Federal  Deposit  Insurance  Act), all  obligations  under this Agreement  shall
terminate  as of the date of default,  but this  provision  shall not affect any
vested rights of Employer or Employee.

         14. All obligations  under this Agreement shall be terminated except to
the extent  determined  that the  continuation of the Agreement is necessary for
the continued operation of Employer: (i) by the Director of the Office of Thrift
Supervision  or his or her designee  (the  "Director"),  at the time the Federal
Deposit Insurance  Corporation enters into an agreement to provide assistance to
or on behalf of Employer  under the authority  contained in Section 13(c) of the
Federal Deposit  Insurance Act; or (ii) by the Director at the time the Director
approves a  supervisory  merger to resolve  problems  related  to  operation  of
Employer or when  Employer is  determined by the Director to be in an unsafe and
unsound condition.  Any rights of the parties that have already vested, however,
shall not be affected by such action.

         15. Anything in this Agreement to the contrary notwithstanding,  in the
event that the  Employer's  independent  public  accountants  determine that any
payment by the Employer to or for the benefit of the  Employee,  whether paid or
payable pursuant to the terms of this Agreement,  would be non-deductible by the
Employer for federal income tax purposes because of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), then the amount payable to or for
the benefit of the Employee pursuant to this Agreement shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this section 15, the "Reduced
Amount" shall be the amount which  maximizes the amount payable  without causing
the payment to be  non-deductible by the Employer because of Section 280G of the
Code. Any payments made to Employee pursuant to this Agreement or otherwise, are
subject to and conditional upon their  compliance with 12 U.S.C.  ss.1828(k) and
any  regulations  promulgated  thereunder,  to the  extent  applicable  to  such
parties.

         16. If a dispute arises regarding the termination of Employee  pursuant
to section 7 hereof or as to the interpretation or enforcement of this Agreement
and  Employee  obtains a final  judgment  in his  favor in a court of  competent
jurisdiction or his claim is settled by Employer prior to the

                                                        -8-


<PAGE>



rendering of a judgment by such a court,  all reasonable legal fees and expenses
incurred by Employee in contesting or disputing any such  termination or seeking
to obtain or enforce  any right or benefit  provided  for in this  Agreement  or
otherwise pursuing his claim shall be paid by Employer,  to the extent permitted
by law.

         17.  Should  Employee  die after  termination  of his  employment  with
Employer  while any amounts are payable to him hereunder,  this Agreement  shall
inure  to  the  benefit  of  and  be   enforceable   by  Employee's   executors,
administrators,  heirs,  distributees,  devisees  and  legatees  and all amounts
payable  hereunder  shall be paid in accordance with the terms of this Agreement
to  Employee's  devisee,  legatee  or  other  designee  or,  if there is no such
designee, to his estate.

         18.  For   purposes   of  this   Agreement,   notices   and  all  other
communications  provided  for herein  shall be in writing and shall be deemed to
have  been  given  when  delivered  or mailed by  United  States  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

         If to Employee:            Steven L. Banks
                                    286 Pinkerton Court
                                    Marion, Indiana   46952

         If to Employer:            First Federal Savings Bank of Marion
                                    100 West Third Street
                                    Marion, Indiana   46952

or to such address as either party hereto may have  furnished to the other party
in writing in  accordance  herewith,  except  that  notices of change of address
shall be effective only upon receipt.

         19. The validity,  interpretation,  and  performance  of this Agreement
shall be  governed  by the laws of the State of  Indiana,  except  as  otherwise
required by mandatory operation of federal law.

         20.  Employer shall require any successor  (whether direct or indirect,
by purchase, merger,  consolidation or otherwise) to all or substantially all of
the  business  or  assets  of  Employer,  by  agreement  in form  and  substance
satisfactory to Employee to expressly assume and agree to perform this Agreement
in the same manner and same extent that Employer would be required to perform it
if no such  succession  had taken  place.  Failure of  Employer  to obtain  such
agreement prior to the  effectiveness of any such succession shall be a material
intentional breach of this Agreement and shall entitle Employee to terminate his
employment  with Employer  pursuant to subsection  7(C) hereof.  As used in this
Agreement,  "Employer"  shall mean  Employer  as  hereinbefore  defined  and any
successor to its business or assets as aforesaid.

         21.  No  provision  of  this  Agreement  may  be  modified,  waived  or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by Employee and Employer. No waiver by either party hereto at any time of
any breach by the other party hereto of, or  compliance  with,  any condition or
provision of this Agreement to be performed by such other party shall be

                                                        -9-


<PAGE>



deemed a waiver of dissimilar  provisions or conditions at the same or any prior
subsequent time. No agreements or representation,  oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not set forth expressly in this Agreement.

         22.  The  invalidity  or  unenforceability  of any  provisions  of this
Agreement  shall  not  affect  the  validity  or  enforceability  of  any  other
provisions of this Agreement which shall remain in full force and effect.

         23. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.

         24. This  Agreement  is personal  in nature and  neither  party  hereto
shall,  without  consent of the other,  assign or transfer this Agreement or any
rights or obligations  hereunder except as provided in section 17 and section 20
above. Without limiting the foregoing,  Employee's right to receive compensation
hereunder shall not be assignable or transferable,  whether by pledge,  creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or  distribution  as set forth in section 17 hereof,  and in the
event of any  attempted  assignment  or  transfer  contrary  to this  paragraph,
Employer  shall have no liability to pay any amounts so attempted to be assigned
or transferred.

         IN  WITNESS  WHEREOF,  the  parties  have  caused the  Agreement  to be
executed and delivered as of the day and year first above set forth.

                            FIRST FEDERAL SAVINGS BANK OF MARION


                            By: /s/ Larry G. Phillips
                                --------------------------------------------
                                Larry G. Phillips, Senior Vice President
                                "Employer"


                                /s/ Steven L. Banks
                                --------------------------------------------
                                Steven L. Banks
                                "Employee"



                                                       -10-




         The  undersigned,  Marion Capital  Holdings,  Inc., sole shareholder of
Employer,  agrees  that if it  shall  be  determined  for any  reason  that  any
obligations  on the part of Employer to continue to make any  payments due under
this  Agreement  to Employee is  unenforceable  for any reason,  Marion  Capital
Holdings, Inc., agrees to honor the terms of this Agreement and continue to make
any such  payments  due  hereunder  to  Employee  pursuant  to the terms of this
Agreement.

                                  MARION CAPITAL HOLDINGS, INC.


                                  By:  /s/ Larry G. Phillips
                                       ----------------------------------------
                                       Larry G. Phillips, Senior Vice President





                                                       -11-