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                                                                EXHIBIT (10)(b)

                            FIRST AMENDMENT TO
                       AGREEMENT AND PLAN OF MERGER

     THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment"),
dated as of February 27, 1997, between PINNACLE FINANCIAL SERVICES, INC., a
Michigan corporation ("Pinnacle"), and INDIANA FEDERAL CORPORATION, a
Delaware corporation ("IFC").

                          W I T N E S S E T H:

     WHEREAS, Pinnacle and IFC entered into an Agreement and Plan of Merger
dated November 14, 1996 (the "Agreement"), but subsequently have determined
that certain amendments to the  Agreement are necessary and appropriate and
therefore wish to amend the Agreement as set forth herein;

     NOW THEREFORE, in consideration of the premises and the mutual and
dependent promises hereinafter contained, the parties do represent, warrant,
covenant and agree as follows:

     1.  Section 1.11 of the  Agreement shall be and hereby is amended and
restated in its entirety to read as follows:

         "1.11  BOARD OF DIRECTORS.  At the Effective Time, the persons who
     shall be the directors of the Surviving Corporation shall be determined
     as follows:

                (a)  In the event that the transactions provided for under the
     terms of the Agreement and Plan of Merger (the "CB Merger Agreement")
     between Pinnacle and CB Bancorp, Inc., a Delaware corporation ("CB"),
     have been consummated and become effective, then the Board of Directors
     of the Surviving Corporation shall consist of Mr. Richard L. Schanze, as
     well as Mr. Arnold L. Weaver and three (3) other persons named as directors
     of the Surviving Corporation on behalf of the Board of Directors of
     Pinnacle, and Mr. Donald A. Lesch, as well as Mr. Howard Silverman and
     three (3) other persons named as directors of the  Surviving Corporation
     on behalf of the Board of Directors of IFC, and Mr. Joseph F. Heffernan.

                (b)  In the event that the transactions provided for under the
     terms of the CB Merger Agreement have not been consummated and become
     effective, then the Board of Directors of the Surviving Corporation shall
     consist of Mr. Richard L. Schanze, as well as Mr. Arnold L. Weaver and
     three (3) other persons named as directors of the Surviving Corporation
     on behalf of the Board of Directors of Pinnacle, and Mr. Donald A Lesch,
     as well as Mr. Howard Silverman and three (3) other persons named as
     directors of the Surviving Corporation on behalf of the Board of Directors
     of IFC; provided, that, in the event that the transactions provided for
     under the terms of the CB Merger Agreement subsequently are consummated
     and become effective, then the Board of Directors of the Surviving
     Corporation shall consist of those persons named as directors

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     of the Surviving Corporation in the preceding clause of this subsection (b)
     and, in addition, Mr. Joseph F. Heffernan shall be named as a director of
     the Surviving Corporation.

                (c)  In any case, at and following the Effective Time, under the
     terms of the Standstill Agreement dated as of December 1, 1995, between
     Pinnacle and Mr. Cyrus A. Ansary, Pinnacle may have certain obligations to
     nominate Mr. Ansary for election as a director of Pinnacle and said
     agreement shall be binding on Pinnacle as the Surviving Corporation.  In
     the event that Pinnacle, as the Surviving Corporation, becomes obligated to
     nominate Mr. Ansary as a director of the Surviving Corporation, then the
     Board of Directors at that time shall be increased in size by two (2)
     persons, and Mr. Ansary shall be nominated as a director of the Surviving
     Corporation pursuant to the terms of the Standstill Agreement dated as of
     December 1, 1995, between Pinnacle and Mr. Ansary, and the Chairman shall
     nominate for approval by the Board of Directors an additional person as a
     director of the Surviving Corporation.

                (d)  Whenever the Board of Directors of the Surviving
     Corporation is comprised of ten (10) or fewer persons, action of the
     Board within the meaning of Section 523 of the MBCA, and for all other
     purposes, shall require the favorable vote of six (6) or more of the
     directors, and whenever the Board of Directors of the Surviving
     Corporation is comprised of eleven (11) or twelve (12) persons, action
     of the Board within the meaning of Section 523 of the MBCA, and for all
     other purposes, shall require the favorable vote of seven (7) or more of
     the directors."

     2.  Subsection (d) of Section 1.13 of the Agreement shall be and hereby
is amended and restated in its entirety to read as follows:

                "(d)  the directors of Pinnacle Bank as the surviving
     institution following the Bank Merger shall be determined as follows:

                (i)   In the event that the transactions provided for under
         the terms of Section 1.13 of the CB Merger Agreement have been
         consummated and become effective, then the Board of Directors of
         Pinnacle Bank as the surviving institution shall consist of twenty-one
         (21) persons with nine (9) persons to be named as directors by the
         Board of Directors of Pinnacle Bank, nine (9) persons to be named as
         directors by the Board of Directors of IndFed Bank, and three (3)
         persons to be named as directors by the Board of Directors of
         Community Bank, a federal savings bank (one of which persons shall
         be Mr. Joseph F. Heffernan);


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                (ii)  In the event that the transactions provided for under
         the terms of Section 1.13 of the CB Merger Agreement have not been
         consummated and become effective, then the Board of Directors of the
         surviving institution shall consist of eighteen (18) persons with
         nine (9) persons to be named as directors by the Board of Directors
         of Pinnacle Bank and nine (9) persons to be named as directors by
         IndFed Bank; provided, that, in the event that the transactions
         provided for under the terms of Section 1.13 of the CB Merger Agreement
         subsequently are consummated and become effective, then the Board of
         Directors of the surviving institution shall consist of those
         persons named as directors of the surviving institution in the
         preceding clause of this subsection (d)(ii) and, in addition, three (3)
         persons named as directors by the Board of Directors of Community Bank,
         a federal savings bank (one of which persons shall be Mr. Joseph F.
         Heffernan) shall be named as directors of the surviving institution;
         and

                (iii) The executive officers of Pinnacle Bank as the
         surviving institution following the Bank Merger shall be those
         appointed by the Board of Directors of the surviving institution
         upon consummation of the Bank Merger, on the basis of recommendations
         made by Mr. Schanze, as the Chairman of the parent Surviving
         Corporation, Mr. Lesch, as the Vice Chairman of the parent Surviving
         Corporation, and an outside consulting service to be engaged and
         charged with reviewing and evaluating the qualifications of
         candidates."

     3.  The meaning of the term "Material Adverse Effect", as defined in
Section 3.1 of the Agreement, and used in and throughout the Agreement, shall
be amended and restated in its entirety to provide as follows:

     "As used in this Agreement, the term "Material Adverse Effect" means,
     with respect to IFC, Pinnacle or the Surviving Corporation, as the case
     may be, a material adverse effect on the business, results of
     operations, financial condition, or (insofar as they can reasonably be
     foreseen) prospects of such party and its Subsidiaries taken as a whole,
     excluding for this purpose only, however, (i) the payment and/or
     incurrence of (1) the one-time special assessment on institutions
     holding deposits subject to assessment by the Savings Association
     Insurance Fund ("SAIF") pursuant to The Deposit Insurance Funds Act of
     1996 ("Funds Act") intended to increase SAIF's net worth as of October
     1, 1996 to 1.25 percent of SAIF-insured deposits, and (2) transactional
     expenses by IFC or Pinnacle in connection with the Merger, (ii) the
     effects upon Pinnacle of the merger transaction, and all transactional
     expenses with respect thereto, contemplated by the CB Merger Agreement,
     whether or not consummated, and (iii) the effects upon Pinnacle of the
     branch office swap transactions, and all


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     transactional expenses with respect thereto, contemplated by the
     Purchase and Assumption Agreement executed, or to be executed, between
     Shoreline Bank, as Seller, and Pinnacle Bank, as Buyer, and the Purchase
     and Assumption Agreement executed, or to be executed, between Pinnacle
     Bank, as Seller, and Shoreline Bank, as Buyer (collectively, the "Branch
     Office Swap Agreements"), whether or not consummated, in any said case
     to the extent having such an effect."

     4.  The entering into and performance of the CB Merger Agreement, and/or
the Branch Office Swap Agreements, and consummation of the transactions
contemplated thereby, by Pinnacle are hereby ratified, approved and
authorized, and are and shall be deemed to be expressly permitted for all
purposes under the Agreement and the Option Agreements (defined herein as in
the Agreement) and shall not constitute a "triggering event" under any Option
Agreement.

     5.  Except as amended hereby, the Agreement is ratified and confirmed in
all respects.


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     IN WITNESS WHEREOF, this Amendment has been duly executed by and on
behalf of each of the parties hereto as of the date first above written.

                                        PINNACLE FINANCIAL SERVICES, INC.


                                        By: /s/ Richard L. Schanze
                                            -----------------------------
                                            Richard L. Schanze
                                            Chairman and Chief Executive
                                             Officer


                                        INDIANA FEDERAL CORPORATION


                                        By: /s/ Donald A. Lesch
                                            -----------------------------
                                            Donald A. Lesch
                                            Chairman and Chief
                                             Executive Officer



















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