Exhibit 10(h)

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                  AMENDED CHANGE IN CONTROL SEVERANCE AGREEMENT
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      THIS  Change  in  Control  ("Agreement")   supercedes  all  prior  similar
agreements and is made and entered into as of this 10th day of January,  2005 by
and between First Federal  Savings Bank  (hereinafter  referred to as the "Bank"
whether in mutual or stock form) and Michael S. Zahn (the "Employee").

      WHEREAS,  the Employee is currently  serving as the President of the Bank;
and

      WHEREAS,  the  board of  directors  of the  Bank  ("Board  of  Directors")
recognizes that, as is the case with publicly held corporations  generally,  the
possibility  of a change in control of  Northeast  Indiana  Bancorp,  Inc.,  the
holding  company of the Bank (the "Holding  Company")  and/or the Bank may exist
and that such possibility,  and the uncertainty and questions which it may raise
among  management,  may result in the departure or distraction of key management
personnel to the detriment of the Bank, the Holding Company and their respective
stockholders; and

      WHEREAS,  the Board of Directors  believes it is in the best  interests of
the Bank to enter  into  this  Agreement  with the  Employee  in order to assure
continuity  of  management  of the  Bank  and to  reinforce  and  encourage  the
continued  attention  and  dedication  of the  Employee to his  assigned  duties
without distraction in the face of potentially disruptive  circumstances arising
from the  possibility of a change in control of the Holding Company or the Bank,
although no such change is now contemplated; and

      WHEREAS,  the Board of Directors has approved and authorized the execution
of this  Agreement  with the  Employee  to take  effect as  stated in  Section 2
hereof;

      NOW,  THEREFORE,  in  consideration of the foregoing and of the respective
covenants and agreements of the parties herein, it is AGREED as follows:

1. Definitions.
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            (a) The term "Change in Control" means (1) an event of a nature that
(i) results in a change in control of the Bank or the Holding Company within the
meaning of the Home Owners' Loan Act of 1933 and 12 C.F.R. Part 574 as in effect
on the date hereof; or (ii) would be required to be reported in response to Item
5.01 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"); (2) 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
or the  Holding  Company  representing  20% or more of the Bank's or the Holding
Company's outstanding  securities;  (3) individuals who are members of the board
of  directors  of the  Bank or the  Holding  Company  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 Holding  Company's  stockholders  was approved by the  nominating  committee
serving under an Incumbent Board,  shall be considered a member of the Incumbent
Board; or (4) a plan of reorganization,

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merger,  consolidation,  sale of all or  substantially  all of the assets of the
Bank or the Holding  Company or a similar  transaction  in which the Bank or the
Holding Company is not the resulting entity.  The term "change in control" shall
not include an acquisition of securities by an employee benefit plan of the Bank
or the  Holding  Company or the  acquisition  of  securities  of the Bank by the
Holding Company.  In the application of 12 C.F.R. Part 574 to a determination of
a Change in Control,  determinations to be made by the OTS or its Director under
such regulations shall be made by the Board of Directors.

            (b) The term "Commencement Date" means January 1, 2005.

            (c) The term  "Date of  Termination"  means the date upon  which the
Employee ceases to serve as an Employee of the Bank.

            (d) The term  "Involuntarily  Termination"  means termination of the
employment of Employee without his express written consent,  and shall include a
material   diminution   of  or   interference   with  the   Employee's   duties,
responsibilities  and benefits as Chief Financial Officer of the Bank, including
(without limitation) any of the following actions unless consented to in writing
by the Employee:  (1) a change in the  principal  workplace of the Employee to a
location outside of a 35 mile radius from the Bank's  headquarters  office as of
the date  hereof,  (2) a  material  demotion  of the  Employee;  (3) a  material
reduction in the number or seniority  of other Bank  personnel  reporting to the
Employee or a material  reduction in the frequency with which,  or in the nature
of the  matters  with  respect  to which,  such  personnel  are to report to the
Employee,  other than as part of a Bank- or Holding  Company-wide  reduction  in
staff,  (4) a material  adverse  change in the Employee's  salary,  perquisites,
benefits,  contingent  benefits  or  vacation,  other than as part of an overall
program applied uniformly and with equitable effect to all members of the senior
management  of the Bank or the  Holding  Company;  and (5) a material  permanent
increase in the required hours of work or the workload of the Employee. The term
"Involuntary  Termination" does not include Termination for Cause or termination
of employment due to retirement, death, disability or suspension or temporary or
permanent  prohibition  from  participation in the conduct of the Bank's affairs
under Section 8 of the Federal Deposit Insurance Act ("FDIA").

            (e) The terms  "Termination  for Cause" and  "Terminated  For Cause"
mean  termination  of the  employment of the Employee  because of the Employee's
personal  dishonesty,  incompetence,  willful misconduct,  breach of a fiduciary
duty involving  personal profit,  intentional  failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses) or final cease-and-desist  order, or material breach of any
provision  of this  Agreement.  The  Employee  shall  not be deemed to have been
Terminated  for Cause  unless and until there shall have been  delivered  to the
Employee a copy of a  resolution,  duly adopted by the  affirmative  vote of not
less than a majority of the entire  membership  of the Board of Directors of the
Bank at a  meeting  of the  Board  called  and  held  for  such  purpose  (after
reasonable notice to the Employee and an opportunity for the Employee,  together
with the Employee's counsel, to be heard before the Board),  stating that in the
good faith opinion of the Board the Employee has engaged in conduct described in
the preceding sentence and specifying the particulars thereof in detail.

2. Term. The term of this Agreement shall be a period of one-year  commencing on
the Commencement Date, subject to earlier termination as provided herein, except
that the initial term of this  agreement  shall commence on January 10, 2005 and
end at the close of  business  on  December  31,  2005.  Beginning  on the first
anniversary of the Commencement Date, as defined


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above,, and on each anniversary thereafter,  the term of this Agreement shall be
extended  for a period  of one  year,  provided  that (1) the Bank has not given
notice to the  Employee  in writing  at least 90 days prior to such  anniversary
that the term of this Agreement shall not be extended further;  and (2) prior to
such  anniversary,  the Board of  Directors of the Bank  explicitly  reviews and
approves the extension.  Reference  herein to the term of this  Agreement  shall
refer to both such initial term and such extended terms.

3. Change In Control Severance Benefits. In the event of Involuntary Termination
in connection with or within 12 months after a Change in Control which occurs at
any time during the term of this Agreement, the Bank shall, subject to Section 4
of this  Agreement,  (1) pay to the  Employee  in a lump sum in cash  within  25
business  days  after the Date of  Termination  an  amount  equal to 299% of the
Employee's "base amount" as defined in Section 28OG of the Internal Revenue Code
of 1986,  as amended (the  "Code");  and (2) provide to the Employee  during the
period of one year following the Date of Termination such health benefits as are
maintained  for its Executive  officers of the Bank from time to time during the
remaining term of this Agreement or  substantially  the same health  benefits as
the Bank maintained for its Executive  officers  immediately prior to the Change
in Control.

4.  Regulatory   Provisions.   Notwithstanding  any  other  provisions  of  this
Agreement:

      (a) If the  Employee  is  suspended  and/or  temporarily  prohibited  from
participating  in the  conduct of the Bank's  affairs by a notice  served  under
Section 8(e)(4) or (g)(1) of the FDIA, 12 U.S.C. ss. 1818(e)(4) and (g)(1),  the
Bank's  obligations  under this  Agreement  shall be suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are dismissed,  the Bank may in its discretion (i) pay, the 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.

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

      (c) If the Bank is in default (as defined in Section 3(x)(l) of the FDIA),
all obligations  under this Agreement shall terminate as of the date of default,
but this  provision  shall not  affect  any  vested  rights  of the  contracting
parties.

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


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5. Certain Reduction of Payments by the Bank.
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            (a)  Notwithstanding  any  other  provision  of this  Agreement,  if
payments under this Agreement,  together with any other payments  received or to
be received by the Employee in  connection  with a Change in Control would cause
any amount to be  nondeductible  by the Bank or the Holding  Company for federal
income tax purposes  pursuant to Section 280G of the Code,  then benefits  under
this Agreement shall be reduced (not less than zero) to the extent  necessary so
as to maximize  payments to the  Employee  without  causing any amount to become
nondeductible by the Bank or the Holding  Company.  The Employee shall determine
the allocation of such reduction among payments to the Employee.

            (b) Any payments made to the Employee pursuant to this Agreement, or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
1828(k) and any regulations promulgated thereunder

6. No  Mitigation  The Employee  shall not be required to mitigate the amount of
any  payment  or  benefit  provided  for in  this  Agreement  by  seeking  other
employment or otherwise, nor shall the amount of any payment or benefit provided
for in this Agreement be reduced by any  compensation  earned by the Employee as
the result of employment by another employer,  by retirement  benefits after the
Date of Termination or otherwise.

7. Attorneys  Fees. In the event the Bank exercises its right of Termination for
Cause,  but it is  determined  by a court  of  competent  jurisdiction  or by an
arbitrator pursuant to Section 14 that cause did not exist for such termination,
or if in any event it is  determined  by any such court or  arbitrator  that the
Bank has failed to make timely payment of any amounts owed to the Employee under
this  Agreement,  the  Employee  shall  be  entitled  to  reimbursement  for all
reasonable  costs,  including  attorneys'  fees,  incurred in  challenging  such
termination or collecting such amounts.  Such reimbursement shall be in addition
to all rights to which the Employee is otherwise entitled under this Agreement.

8. No Assignments
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            (a) This  Agreement is personal to each of the parties  hereto,  and
neither party may assign or delegate any of its rights or obligations  hereunder
without  first  obtaining  the  written  consent of the other  party;  provided,
however,  that the Bank shall require any successor or assign (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the business  and/or  assets of the Bank, by an assumption
agreement  in form and  substance  satisfactory  to the  Employee,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Bank would be required to perform it if no such succession


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or assignment had taken place.  Failure of the Bank to obtain such an assumption
agreement prior to the  effectiveness of any such succession or assignment shall
be a breach of this  Agreement  and shall  entitle the Employee to  compensation
from the  Bank in the same  amount  and on the  same  terms as the  compensation
pursuant to Section 3 hereof.  For purposes of  implementing  the  provisions of
this Section 8(a), the date on which any such succession becomes effective shall
be deemed the Date of Termination.

            (b) This  Agreement and all rights of the Employee  hereunder  shall
inure to the benefit of and be enforceable by the Employee's  personal and legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  If the Employee should die while any amounts would still
be payable to the Employee  hereunder if the Employee had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Employee's devisee, legatee or other designee
or if there is no such designee, to the Employee's estate.

9.  Notice.  For  the  purposes  of  this  Agreement,   notices  and  all  other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail, return receipt requested, postage prepaid, to the Bank at its home office,
to the  attention of the Board of Directors  with a copy to the Secretary of the
Bank, or, if to the Employee,  to such home or other address as the Employee has
most recently provided in writing to the Bank.

10.  Amendments.  No amendments or additions to this Agreement  shall be binding
unless in  writing  and  signed  by both  parties,  except  as herein  otherwise
provided.

11.  Headings.  The headings  used in this  Agreement  are  included  solely for
convenience  and  shall  not  affect,  or  are  used  in  connection  with,  the
interpretation of this Agreement.

12. Severability. The provisions of this Agreement shall be deemed severable and
the  invalidity  or  unenforceability  of any  provision  shall not  affect  the
validity or enforceability of the other provisions hereof.

13.  Governing Law. This  Agreement  shall be governed by the laws of the United
States  to the  extent  applicable  and  otherwise  by the laws of the  State of
Indiana.

14. Arbitration.  Any dispute or controversy arising under or in connection with
this Agreement  shall be settled  exclusively by arbitration in accordance  with
the rules of the American Arbitration  Association then in effect.  Judgment may
be entered on the arbitrator's award in any court having jurisdiction.


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      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.

      THIS  AGREEMENT  CONTAINS  A BINDING  ARBITRATION  PROVISION  WHICH MAY BE
ENFORCED BY THE PARTIES.

                                        FIRST FEDERAL SAVINGS BANK


                                        By: ____________________________________

                                        Its: ___________________________________


                                        Employee:
                                        ________________________________________


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