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                                                                EXHIBIT 10.12(b)
                                                                       2000 10-K

                               MUTUAL SAVINGS BANK

                  MANAGEMENT INCENTIVE COMPENSATION PLAN (MIP)


         This document describes the annual Management Incentive Compensation
Plan (the Plan) of Mutual Savings Bank.

PURPOSE

         Incentive compensation is an essential element of total cash
compensation. The Plan is designed to direct the efforts of those whose duties,
responsibilities, and decisions have a significant impact on the achievement of
the Bank's basic business objectives by initiating actions, rather than merely
responding to external conditions. Specific objectives of the Plan are to:

         -    Contribute toward achieving short-term performance goals;

         -    Recognize and reward superior individual performance;

         -    Assurance corporate financial gain before incentive payments are
              earned;

         -    Provide compensation which is competitive with the market place;
              and

         -    Restrict participation to key officers.

PLAN DESCRIPTION

         To meet the above objectives, the Plan provides incentive reward
opportunities in return for outstanding performance. The Plan is a "look
forward" plan which generates incentive funds based on actual operating results
measured against predetermined performance goals.

         The plan is integrally related to the Bank's salary program in that the
incentive award opportunities are measured as a designated percent of each
Participant's Base Salary. The combination of Base Salary and Targeted Incentive
Award is designed to provide the Participant with total cash compensation that
is consistent with each Participant's respective position and individual
performance.

         Under the Plan, two factors determine the amount of incentive awards
each Participant will receive:

         -    The Bank's corporate performance measured against predetermined
              financial goals, and

         -    Each Participant's individual performance measured against
              predetermined individual goals.




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PLAN ADMINISTRATION

         The Board of Directors has final authority for Plan provisions and the
Finance Committee of the Board (the Committee) has the responsibility for
supervising the administration of the Plan.

ELIGIBILITY

         Eligible positions are those whose decisions have a material and direct
impact on annual operating results. Eligibility for participation does not
necessarily mean participation every year. Participants will be designated
annually by the Committee (Appendix B). This designation will take place prior
to the beginning of the Bank's fiscal year, except:

         (a)      If an officer is hired during the program year, it is up to
                  the discretion of the Committee to determine if that person is
                  included in the Plan and to what extent of the annual Base
                  Salary.
         (b)      If a promotion places a person into the plan during the year,
                  they will receive a pro-rated share for the time they are into
                  their new position based on their salary while in the Plan.

SIZE OF AWARDS

         Targeted Incentive Awards should be consistent with the competitive
labor market and should reflect the responsibility levels of the Participants.
The Participants are grouped into tiers to reflect the various responsibility
levels of the Participants, and a targeted incentive percentage of Base Salary
is established for each tier. The incentive percentages for the responsibility
tiers are shown below:

                 INCENTIVE AWARD OPPORTUNITIES FOR THE YEAR 2001
                               (AS A % OF SALARY)

<TABLE>
<CAPTION>

    RESPONSIBILITY
         TIER                THRESHOLD               TARGET               MAXIMUM
         ----                ---------               ------               -------
<S>                          <C>                    <C>                   <C>
       TIER I                   7.0%                 10.0%                 20.0%
       TIER II                  5.6%                  8.0%                 16.0%
       TIER III                 4.2%                  6.0%                 12.0%
</TABLE>


         Participant's base salaries are multiplied by their respective target
incentive percentage to determine their Targeted Incentive Award. Targeted
Incentive Awards represent incentive funds that          earned for each
position if the Bank and the Participant Achieved the predetermined goals.
Actual incentive awards may be higher or lower than targeted levels, depending
on actual operating results compared to predetermined goals.





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INCENTIVE MIX

         A portion of each Participant's incentive opportunities is based on
corporate performance and a portion of individual performance. The following
table shows the distribution of awards based on corporate performance and awards
based on individual performance. The higher the responsibility tier, the greater
percentage of the award opportunity is based on corporate performance.

                        PERFORMANCE MIX FOR THE YEAR 2001


<TABLE>

         Tier                      Corporate                    Individual
         ----                      ---------                    ----------

    <S>                            <C>                          <C>
           I                         100%                           --
          II                         100%                           --
         III                         100%                           --

</TABLE>



         The individual portion of the incentive award will be based on the
measured performance of each Participant, based on the results of the targets
and goals performance appraisal process.

         Individual awards can be earned independently of the financial
performance of the Bank. Therefore, individuals may receive incentive awards
even if the Bank does not meet its goals. Individual incentive awards will be
paid for outstanding performance. Individual incentive awards will be
recommended by the Chief Executive Officer (CEO) and approved by the Committee.

INCENTIVE POOL

         The size of the incentive pool will be based on the Savings Bank's
operating success relative to goal. The Plan requires establishing annual
performance goals and measures actual operating results relative to the
established goals to generate the incentive awards.

         GOAL SETTING

         Annual performance goals will be established at the beginning of each
year. The CEO will make such recommendations to the Committee for subsequent
approval. If mutually agreed upon performance goals cannot be reached, the
Committee has final authority to set the performance goals. The performance
criteria will be communicated in Appendix A to the Plan for that year.

         INCENTIVE MATRIX

         Each year, an incentive compensation matrix is prepared that relates
the performance criteria to the Factor Applied to Targeted Incentive Award (the
Factor). In the matrix, the performance criteria are expressed as a percentage
of the predetermined performance goals.





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         At the beginning of each year, the CEO will recommend an incentive
compensation matrix to the Committee for their approval. The matrix approved by
the Committee shall become Appendix A to the Plan for that year.

         PERFORMANCE THRESHOLD

         To protect ownership interests, there will be a threshold performance
level below which no Corporate Incentive Awards will be earned. If actual
operating results do not meet the minimum levels on the matrix, no Corporate
Incentive Awards will be funded, but Individual Awards can still be earned by
Participants if the Bank earned profits. If there are no profits, however, no
individual Incentive Awards can be earned.

         MAXIMUM

         The maximum incentive award that can be funded shall be two times the
Targeted Incentive Award to protect against windfall profits and poor planning.
The maximum Factor that may be used in the incentive matrix is two times.

CORPORATE INCENTIVES

         If the Bank achieves or exceeds the annual goals, the incentive pool is
generated. The corporate portion of the incentive pool is automatically earned
by Participants.

INDIVIDUAL INCENTIVES

         If an incentive pool is generated by Bank performance, the individual
portion for each Participant is based on measured individual performance. The
portion of incentive that is based on individual performance can be earned
regardless of overall Bank performance. If the Bank failed to meet the threshold
performance, individual incentive opportunities are still possible and would be
measured as a percent of targeted individual portions.

         Individual incentive awards will be based on measured performance of
each Participant, as reflected in the Bank's performance evaluation process. The
CEO will recommend incentive awards based on individual performance, for
Committee approval.

FORM AND TIMING

         Distribution of the earned Incentive awards shall be paid in cash to
the Participants in one installment within thirty (30) days following the close
of the Bank's fiscal year for which the incentive was computed. To the extent
that it is not possible to compute the incentive within thirty (30) days
following the close of the Bank's fiscal year, an estimated payment may be made
with proper adjustment as soon as practical.

         In the case of death of a Participant, between the end of the fiscal
year and the following 30 days, the total incentive earned shall be paid to the
beneficiary designated in writing by the





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Participant. In case of a failure of the Participant to designate a beneficiary,
payment will be made to the Participant's estate.

TERMINATION

         Upon voluntary termination or involuntary termination during the year,
all accrued benefits of the Participant are lost. In the case of retirement,
death, or permanent disability during the Plan year, funded incentive awards
will be paid at the end of the year, on a pro-rata basis.

         If the Participant takes a leave of absence during the year, they will
not accrue any benefits for the time they are absent (adjusted to the nearest
half-month).

AMENDMENT

         The Board of Directors can change, amend, or terminate the Plan at any
time, except that no such action will adversely affect any outstanding incentive
opportunities of the Participants.

DEFINITIONS

         1.   Average Assets shall mean the monthly average of assets for the
              calendar year.


         2.   Base Salary shall mean the total base salary earned by each
              Participant during the calendar year of the Plan.

         3.   Corporate Incentive Award shall mean the amount that is actually
              accrued for and paid to each Participant based on the Bank's
              performance.

         4.   Individual Incentive Award shall mean the amount that is actually
              accrued for and paid to each Participant based on each
              Participant's individual performance.

         5.   Return of Assets shall mean net income after taxes, before
              dividends, for the year, divided by average assets.

         6.   Targeted Incentive Award shall mean the amount that would be
              earned if the Bank and the individual achieved predetermined
              goals.




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