FIRST AMENDMENT TO THE
                      SHAREHOLDER BENEFIT PROGRAM AGREEMENT
                                       FOR
                                  STEPHEN ZAHN


         Upon mutual consent and for valuable  consideration  hereby recognized,
this  First  Amendment  to  the  Shareholder   Benefit  Program  Agreement  (the
"Agreement")  for  Stephen  Zahn  (the  "Executive"),  dated  this  23rd  day of
May, 2000, is for the purpose of amending the Agreement as follows:

         Paragraph 1.1 "Accrued Benefit" shall be changed to read as follows:

         "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 Southland
         Life 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.

         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.

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




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         IN WITNESS  WHEREOF,  the Bank and  Executive  have  caused  this First
Amendment, effective as of the above date, to be executed.


WITNESS:                                         FIRST FEDERAL SAVINGS BANK:


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

                                                  /s/Stephen E. Zahn
                                                  ------------------
                                                  Stephen E. Zahn