SHAREHOLDER BENEFIT PROGRAM
                           AGREEMENT FOR STEPHEN ZAHN

                           FIRST FEDERAL SAVINGS BANK

                                January 14, 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

<PAGE>
                            SHAREHOLDER BENEFIT PLAN
                           AGREEMENT FOR STEPHEN ZAHN


         This Shareholder Benefit Plan Agreement (the "Agreement"), effective as
of the 14th day of January,  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 STEPHEN E. ZAHN
(hereinafter  referred to as "Executive").  Any reference herein to the "Holding
Company" shall mean Northeast Indiana Bancorp, Inc.

                              W I T N E S S E T H :

         WHEREAS, the Executive is employed by the Bank; and

         WHEREAS, the Bank recognizes the valuable services heretofore performed
by the Executive and wishes to encourage his continued employment; and

         WHEREAS, Executive desires to relinquish shares of stock granted to him
pursuant to the Northeast Indiana Bancorp,  Inc.  Recognition and Retention Plan
(hereinafter  RRP)  a  copy  of  which  is  attached  hereto  as  Exhibit  A and
incorporated herein by reference; and

         WHEREAS,  the parties agree that in consideration  for Executive giving
up all right and  incidents of ownership in said shares the Executive is assured
that he will be entitled to a certain amount of additional compensation for some
definite  period of time from and after  retirement from active service with the
Bank or other  termination of employment  and wishes to provide his  beneficiary
with benefits from and after death; and

         WHEREAS,  the Bank and the  Executive  wish to  provide  the  terms and
conditions  upon which the Bank shall pay such  additional  compensation  to the
Executive  after  retirement or other  termination  of  employment  and/or death
benefits to his beneficiary after death; and



<PAGE>



         WHEREAS,  the Bank has adopted this Shareholder  Benefit Plan Agreement
which  controls  all issues  relating  to benefits  as  described  herein and is
executed as a replacement for the Preliminary  Agreement for  Relinquishment  of
Stock dated January 14, 2000;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
promises herein contained, the Bank and the Executive 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  Supplemental  Retirement
         Income  Benefit which is required to be expensed  and/or  accrued under
         generally accepted accounting principles by the following  methodology:
         the difference  between the Bank's income derived from annual increases
         in  the  cash  surrender  value  of  a  no-load,   no-surrender  charge
         Transamerica  Assurance  Company life insurance  policy with a one-time
         premium of $800,000  insuring the life of Executive  and the  after-tax
         Cost of Funds Expense,  provided,  however that in the years  Executive
         relinquishes  shares  granted him  pursuant to the RRP,  the Bank shall
         accrue the savings realized by virtue of such relinquishment.

         If such contract for life insurance is not purchased or is subsequently
         surrendered  or lapsed,  then the Bank shall  receive an annual  policy
         illustration that assumes the above-described policy was purchased,  or
         had not subsequently  surrendered or lapsed, which illustration will be
         received from the  insurance  company and will indicate the increase in
         policy value for purposes of calculating the Accrued Benefit.



                                        2

<PAGE>



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

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

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

1.4      "Beneficiary"  means the person or persons designated as beneficiary in
         writing to the Bank to whom the share of a deceased Executive's account
         is payable.  If no beneficiary is so designated,  then the  Executive's
         Spouse, if living,  will be deemed the beneficiary.  If the Executive's
         Spouse is not living, then the Children of the Executive will be deemed
         the beneficiary.  If there are no living  Children,  then the Estate of
         the Executive will be deemed the beneficiary.

1.5      "Cause"  means  personal   dishonesty,   willful  misconduct,   willful
         malfeasance,  breach  of  fiduciary  duty  involving  personal  profit,
         intentional failure to perform stated duties,  willful violation of any
         law,  rule, or  regulation  (other than traffic  violations,  including
         driving while intoxicated, or similar offenses), final cease-and-desist
         order,  material  breach of any provision of this  Agreement,  or gross
         negligence in matters of material importance to the Bank.

1.6      "Change in Control"  shall mean and include the following  with respect
         to the Bank or the Holding Company:



                                        3

<PAGE>



         (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 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.

                                        4

<PAGE>



               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.

               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.


                                        5

<PAGE>



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

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

1.9      "Cost of Funds Expense" means the last available  quarterly rate of the
         6th  District  Cost  of  Funds  from  the  Federal  Home  Loan  Bank in
         Indianapolis plus fifty (50) basis points.

1.10     "Effective Date" shall be the date of January 14, 2000.

1.11     "Estate" means the estate of the Executive.

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

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

1.14     "Payout  Period"  means the time frame  during which  certain  benefits
         payable hereunder shall be distributed. Payments shall be made in equal
         monthly  installments  commencing within thirty (30) days following the
         occurrence of the event which triggers  distribution and continuing for
         One  Hundred  Eighty  (180)  consecutive  months.  For  purposes of the
         Survivor's  Benefit payable  hereunder,  the Payout Period shall be One
         Hundred Eighty (180) consecutive months.

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

                                        6

<PAGE>



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

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

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

1.19     "Survivor's   Benefit"  means  the  benefit   provided  to  Executive's
         Beneficiary  under  Subsection 2.1 payable over the Payout Period.  The
         Survivor's Benefit shall be $3292 per month in the event that Executive
         relinquishes only the shares in which he would have vested for the year
         2000. Alternatively, the Survivor's Benefit shall be $3892 per month in
         the event that Executive relinquishes all shares in which he would vest
         for the years 2000 and 2001.

                                   SECTION II

                PRE RETIREMENT AND POST RETIREMENT DEATH BENEFITS
                -------------------------------------------------

2.1      Death Prior to Termination of Employment or After Change in Control. If
         Executive  dies prior to  termination  of  employment  with the Bank or
         after  termination  of  employment  with  the Bank  coincident  with or
         following a Change in Control  (but before  commencement  of payment of
         the  Supplemental   Retirement   Income  Benefit  to  Executive),   his
         Beneficiary  shall be entitled  to the  Survivor's  Benefit.  The first
         installment shall begin within thirty (30) days after the date of death
         of  Executive  (or within  thirty  (30) days after the date the Bank is
         notified of Executive's death) and each succeeding installment shall be
         paid on the next succeeding month thereof during the Payout Period.


                                        7

<PAGE>
2.2      Death  Subsequent  to  Retirement.  In the event of death of  Executive
         while  receiving   monthly  benefits  under  this  Agreement  or  after
         retirement  on or after  the  Executive's  Normal  Retirement  Date but
         before  commencement of payment of the Supplemental  Retirement  Income
         Benefit to Executive,  except under Section 3.3 hereof, then the unpaid
         balance  of such  monthly  payments  remaining  to be paid at that time
         shall  continue  to be paid  monthly  for the  remainder  of the Payout
         Period to Executive's Beneficiary.

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

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

                                   SECTION III

                     SUPPLEMENTAL RETIREMENT INCOME BENEFIT
                     --------------------------------------
                             AND DISABILITY BENEFIT
                             ----------------------

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


                                        8

<PAGE>
3.2      Disability. If Executive becomes Permanently and Totally Disabled prior
         to reaching his  retirement,  while  covered by the  provisions of this
         Agreement,  Executive  shall be entitled to his Accrued  Benefit at the
         time of disability,  annuitized  using the Interest  Factor and payable
         over the Payout  Period.  Payments  shall begin within thirty (30) days
         after Executive becomes Permanently and Totally Disabled.  In the event
         the Executive  dies at any time after  termination of employment due to
         disability but prior to  commencement or completion of all payments due
         and owing hereunder,  the Bank shall pay to the Executive's Beneficiary
         the  Survivor's  Benefit for the  remainder of the Payout Period plus a
         lump sum payment equal to the present value of the  difference  between
         the Survivor's Benefit and the Accrued Benefit payments already paid to
         the Executive.  Such  additional  lump sum payment shall be made within
         thirty (30) days after the Executive's death or within thirty (30) days
         after the date the Bank is notified of Executive's death.

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

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

                                        9

<PAGE>



                                   SECTION IV

                           EXECUTIVE'S RIGHT TO ASSETS
                           ---------------------------

         The rights of the Executive,  any Beneficiary of the Executive,  or any
other person  claiming  through the  Executive  under this  Agreement,  shall be
solely those of an unsecured  general  creditor of the Bank. The Executive,  the
Beneficiary  of  the  Executive,  or  any  other  person  claiming  through  the
Executive,  shall only have the right to receive from the Bank those payments as
specified under this Agreement.  The Executive  agrees that he, his Beneficiary,
or any other  person  claiming  through  him shall  have no rights or  interests
whatsoever  in any  asset of the  Bank,  including  any  insurance  policies  or
contracts  which  the Bank  may  possess  or  obtain  to  informally  fund  this
Agreement.  Any  asset  used or  acquired  by the  Bank in  connection  with the
liabilities it has assumed under this Agreement,  except as expressly  provided,
shall not be deemed to be held under any trust for the benefit of the  Executive
or his Beneficiaries, nor shall it be considered security for the performance of
the obligations of the Bank. It shall be, and remain, a general,  unpledged, and
unrestricted asset of the Bank.

                                    SECTION V

                            RESTRICTIONS UPON FUNDING
                            -------------------------

         Bank shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Agreement.  The Executive,
his Beneficiaries or any successor in interest to him shall be and remain simply
a general creditor of the Bank in the same manner as any other creditor having a
general  claim for  matured  and  unpaid  compensation.  The Bank  reserves  the
absolute  right,  at  its  sole  discretion,  to  either  fund  the  obligations
undertaken  by this  Agreement  or to  refrain  from  funding  the  same  and to
determine the extent,  nature,  and method of such informal funding.  Should the
Bank elect to fund this Agreement,  in whole or in part, through the purchase of
life  insurance,  mutual  funds,  disability  policies  or  annuities,  the Bank
reserves the absolute right, in its sole  discretion,  to terminate such funding
at any time, in whole or in part.  At no time shall  Executive be deemed to have
any lien nor right, title or interest in or to any specific funding

                                       10

<PAGE>



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

                                   SECTION VI

                     ALIENABILITY AND ASSIGNMENT PROHIBITION
                     ---------------------------------------

         Neither  Executive nor any Beneficiary  under this Agreement shall have
any  power or right to  transfer,  assign,  anticipate,  hypothecate,  mortgage,
commute,  modify or otherwise  encumber in advance any of the  benefits  payable
hereunder,  nor shall any of said benefits be subject to seizure for the payment
of any debts,  judgments,  alimony or separate maintenance owed by the Executive
or his  Beneficiary,  nor be  transferrable  by operation of law in the event of
bankruptcy,  insolvency or otherwise.  In the event Executive or any Beneficiary
attempts assignment,  communication,  hypothecation, transfer or disposal of the
benefits hereunder, the Bank's liabilities shall forthwith cease and terminate.

                                   SECTION VII

                            TERMINATION OF EMPLOYMENT
                            -------------------------

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


                                       11

<PAGE>



7.2      Termination  of Service for Cause.  Should  Executive be terminated for
         Cause,  his benefits under this  Agreement  shall be forfeited and this
         Agreement shall become null and void.

                                  SECTION VIII

                                 ACT PROVISIONS
                                 --------------

8.1      Named  Fiduciary  And  Administrator.  The  Bank  shall  be  the  Named
         Fiduciary and Administrator of this Agreement.  As  Administrator,  the
         Bank   shall  be   responsible   for  the   management,   control   and
         administration   of  the   Agreement   as   established   herein.   The
         Administrator  may delegate to others certain aspects of the management
         and  operational  responsibilities  of  the  Agreement,  including  the
         employment  of advisors and the  delegation  of  ministerial  duties to
         qualified individuals.

8.2      Claims Procedure And Arbitration. In the event that benefits under this
         Agreement are not paid to the Executive (or to his  Beneficiary  in the
         case of the  Executive's  death)  and  such  claimants  feel  they  are
         entitled to receive such benefits, then a written claim must be made to
         the  Administrator  named  above  within  sixty (60) days from the date
         payments  are  refused.  The  Administrator  and its Board of Directors
         shall review the written claim and, if the claim is denied, in whole or
         in part,  they  shall  provide in writing  within  ninety  (90) days of
         receipt of such claim their specific reasons for such denial, reference
         to the  provisions of this Agreement upon which the denial is based and
         any additional material or information  necessary to perfect the claim.
         Such written notice shall further  indicate the additional  steps to be
         taken by claimants if a further review of the claim denial is desired.

         If   claimants   desire  a  second   review,   they  shall  notify  the
         Administrator  in writing  within  sixty  (60) days of the first  claim
         denial.  Claimants may review the  Agreement or any documents  relating
         thereto and submit any issues,  in writing,  and comments they may feel
         appropriate.  In its sole  discretion,  the  Administrator  shall  then
         review the second  claim and provide a written  decision  within  sixty
         (60) days of receipt of such claim. This decision shall

                                       12

<PAGE>



         likewise state the specific  reasons for the decision and shall include
         reference  to  specific  provisions  of the  Agreement  upon  which the
         decision is based.

         If  claimants  continue  to  dispute  the  benefit  denial  based  upon
         completed performance of the Agreement or the meaning and effect of the
         terms and conditions thereof,  then claimants may submit the dispute to
         mediation,  administered by the American Arbitration Bank ("AAA") (or a
         mediator  selected  by  the  parties)  in  accordance  with  the  AAA's
         Commercial Mediation Rules. If mediation is not successful in resolving
         the dispute, it shall be settled by arbitration administered by the AAA
         under its  Commercial  Arbitration  Rules,  and  judgment  on the award
         rendered  by the  arbitrator(s)  may be  entered  in any  court  having
         jurisdiction thereof.

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

                                   SECTION IX

                                  MISCELLANEOUS
                                  -------------

9.1      No Effect on Employment  Rights.  Nothing contained herein shall confer
         upon the  Executive the right to be retained in the service of the Bank
         nor limit the right of the Bank to discharge or otherwise deal with the
         Executive  without  regard  to the  existence  of this  Agreement.  The
         provisions of 12 CFR Part 563.39  (including all of its subparts) shall
         be fully applicable to this Agreement.

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



                                       13

<PAGE>



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

9.4      Severability. In the event that any of the provisions of this Agreement
         or portion thereof,  are held to be inoperative or invalid by any court
         of competent jurisdiction,  then: (1) insofar as is reasonable,  effect
         will be given to the intent  manifested in the provisions  held invalid
         or  inoperative,  and  (2)  the  validity  and  enforceability  of  the
         remaining provisions will not be affected thereby.

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

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



                                       14

<PAGE>



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

9.8      Gender. Whenever, in this Agreement, words are used in the masculine or
         neuter  gender,  they shall be read and construed as in the  masculine,
         feminine or neuter gender, whenever they should so apply.

9.9      Affect on Other Corporate Benefit Agreements. Nothing contained in this
         Agreement shall affect the right of the Executive to participate in, or
         be covered by, any qualified or non- qualified pension, profit sharing,
         group,  bonus or other  supplemental  compensation  or  fringe  benefit
         agreement  constituting  a  part  of  the  Bank's  existing  or  future
         compensation structure.

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

9.11     Rabbi Trust.  The Bank intends to  incorporate  this Agreement into the
         First Federal  Savings Bank Rabbi Trust for the Executive  Supplemental
         Retirement  Income  Plan,  dated  October 1, 1996,  into which the Bank
         intends to contribute  assets which shall be held  therein,  subject to
         the  claims  of the  Bank's  creditors  in  the  event  of  the  Bank's
         "Insolvency" as defined in the agreement which  establishes  such rabbi
         trust,  until the  contributed  assets are paid to the  Executives  and
         their  Beneficiaries  in such manner and at such times as  specified in
         this Agreement.  It is the intention of the Bank to make  contributions
         to the rabbi trust to provide the Bank with a source of funds to assist
         it in meeting the  liabilities of this  Agreement.  The rabbi trust and
         any assets held therein  shall  conform to the terms of the rabbi trust
         agreement  which  has  been   established  in  conjunction   with  this
         Agreement.  To the extent the language in this Agreement is modified by
         the language in the rabbi trust agreement, the rabbi trust

                                       15

<PAGE>



         agreement  shall  supersede this Agreement.  Any  contributions  to the
         rabbi trust shall be made during each Plan Year in accordance  with the
         rabbi  trust  agreement.  The amount of such  contribution(s)  shall be
         equal to the full  present  value of all  benefit  accruals  under this
         Plan, if any,  less: (i) previous  contributions  made on behalf of the
         Executive  to the rabbi  trust,  and (ii)  earnings to date on all such
         previous contributions.

9.12     Secular Trust. The Executive intends to incorporate this Agreement into
         the Stephen E. Zahn Grantor Trust  Agreement dated October 1, 1996 (the
         "Zahn Trust"), into which the Bank shall make contributions only in the
         event of a Change in Control. In the event of a Change in Control,  the
         Bank shall make an immediate  lump sum  contribution  to the Zahn Trust
         (in the year  preceding  the  Change in  Control,  if  possible).  Such
         contribution  shall be the full  present  value,  using an  appropriate
         discount rate, of the projected Supplemental Retirement Income Benefit,
         calculated as if the Executive had continued to be employed by the Bank
         until his Normal Retirement Date; provided,  however, in no event shall
         the  contribution be less than an amount which is sufficient to provide
         the Executive  with  after-tax  benefits  (assuming a constant tax rate
         equal to the rate in  effect as of the date of the  Change in  Control)
         beginning at his Normal  Retirement Age equal in amount to that benefit
         which would have been payable to the  Executive if no secular trust had
         been implemented and the benefit  obligation had been accrued under APB
         Opinion No. 12, as amended by FAS 106.

9.13     Tax  Withholding.  The Bank may withhold from any benefit payable under
         this  Agreement  all federal,  state,  city, or other taxes as shall be
         required pursuant to any law or governmental regulation then in effect.


                                       16

<PAGE>



                                    SECTION X

                     NON-COMPETITION AFTER NORMAL RETIREMENT
                     ---------------------------------------

10.1     Non-Compete  Clause.  Except as stated in the second  paragraph of this
         subsection,  the Executive  expressly agrees that, as consideration for
         the agreements of the Bank  contained  herein and as a condition to the
         performance by the Bank of its  obligations  hereunder,  throughout the
         entire period  beginning at the time of termination of employment until
         the final payment is made to  Executive,  as provided  herein,  he will
         not,  without the prior written consent of the Bank,  engage in, become
         interested,  directly or indirectly, as a sole proprietor, as a partner
         in a partnership, or as a substantial shareholder in a corporation, nor
         become  associated  with,  in the  capacity of an  employee,  director,
         officer, principal, agent, trustee or in any other capacity whatsoever,
         any  enterprise  conducted  in the trading  area of the business of the
         Bank which  enterprise  is, or may deemed to be,  competitive  with any
         business  carried on by the Bank as of the date of the  termination  of
         the Executive's  employment or his  retirement.  The parties agree that
         if, for any reason, any covenant contained herein is held by a court or
         other  tribunal  to be  unenforceable  or  invalid,  that such court or
         tribunal  will have the  authority to limit such covenant to that which
         the court or  tribunal  deems  proper  under the  circumstances  and to
         enforce  such  covenant  as  limited.  Notwithstanding  the  foregoing,
         Executive agrees to honor the terms of this Non-Compete  Clause and not
         to contest its enforceability.

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


                                       17

<PAGE>



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

                                   SECTION XI

                              AMENDMENT/REVOCATION
                              --------------------

         This Agreement shall not be amended,  modified, or revoked at any time,
in whole or part,  without the mutual  written  consent of the Executive and the
Bank,  and such mutual  consent  shall be required  even if the  Executive is no
longer employed by the Bank.

                                   ARTICLE XII

                                    EXECUTION
                                    ---------

12.1     This  Agreement  sets forth the  entire  understanding  of the  parties
         hereto with respect to the transactions  contemplated  hereby,  and any
         previous  agreements  or  understandings  between  the  parties  hereto
         regarding the subject  matter hereof are merged into and  superseded by
         this Agreement.

12.2     This  Agreement  shall be executed in  triplicate,  each copy of which,
         when so executed and  delivered,  shall be an  original,  but all three
         copies shall together constitute one and the same instrument.



                                       18

<PAGE>



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

ATTEST:                               FIRST FEDERAL SAVINGS BANK:


By:  /s/ Jean A. Sands           By:   /s/ Darrell E. Blocker
     ------------------------         ----------------------------
                                       Sr. Vice President, CFO
                                      ----------------------------
                                      (Title)


WITNESS:                              EXECUTIVE:


By:  /s/ Rise K. Buzzard              /s/ Stephen E. Zahn
     ------------------------         -----------------------------






                                       19

<PAGE>
                                    Exhibit B


                       SHAREHOLDER BENEFIT PLAN AGREEMENT
                             BENEFICIARY DESIGNATION

         The  Executive,  under  the  terms  of  the  Shareholder  Benefit  Plan
Agreement  executed  by the Bank,  dated the 14th day of January,  2000,  hereby
designates the following  Beneficiary(ies) to receive any guaranteed payments or
death benefits under such Agreement, following his death:


PRIMARY BENEFICIARY:     Alice M. Zahn


SECONDARY BENEFICIARY:   Estate of Stephen E. Zahn


         This  Beneficiary  Designation  hereby  revokes  any prior  Beneficiary
Designation which may have been in effect.

         Such Beneficiary Designation is revocable.


DATE: January 14, 2000
/s/Rise K. Buzzard                                 /s/Stephen E. Zahn
------------------------------                     -----------------------------
Rise K. Buzzard                                    Stephen E. Zahn
(WITNESS)                                          EXECUTIVE
/s/Lil Holloway
------------------------------
Lil Holloway
(WITNESS)


                                       20