Exhibit 10(5)





                              EMPLOYMENT AGREEMENT

     This Agreement, made and dated as of December ___, 2001, by and between
The Michigan City Savings and Loan Association, an Indiana stock savings
association ("Employer"), and George L. Koehm, a resident of Porter County,
Indiana ("Employee").

                               W I T N E S S E T H


     WHEREAS,  Employee is employed  by Employer as its  Treasurer  and has made
valuable contributions to the profitability and financial strength of Employer;

     WHEREAS,  Employer  desires  to  encourage  Employee  to  continue  to make
valuable  contributions  to Employer's  business  operations  and not to seek or
accept employment elsewhere;

     WHEREAS,  Employee  desires to be assured of a secure minimum  compensation
from Employer for his services over a defined term;

     WHEREAS,  Employer desires to assure the continued  services of Employee on
behalf of Employer on an objective and impartial  basis and without  distraction
or  conflict  of  interest  in the event of an  attempt  by any person to obtain
control  of  Employer  or  City  Savings  Financial  Corporation  (the  "Holding
Company"),  the Indiana corporation which owns all of the issued and outstanding
capital stock of Employer;

     WHEREAS,  Employer  recognizes that when faced with a proposal for a change
of control of Employer or the Holding Company,  Employee will have a significant
role in helping the Boards of  Directors  assess the options  and  advising  the
Boards of  Directors on what is in the best  interests of Employer,  the Holding
Company,  and its  shareholders,  and it is necessary for Employee to be able to
provide this advice and counsel without being influenced by the uncertainties of
his own situation;

     WHEREAS,  Employer  desires  to provide  fair and  reasonable  benefits  to
Employee on the terms and subject to the conditions set forth in this Agreement;

     WHEREAS,   Employer  desires  reasonable  protection  of  its  confidential
business  and  customer  information  which it has  developed  over the years at
substantial  expense and assurance  that Employee will not compete with Employer
for a  reasonable  period  of time  after  termination  of his  employment  with
Employer, except as otherwise provided herein.

     NOW,  THEREFORE,  in consideration of these premises,  the mutual covenants
and undertakings  herein  contained and the continued  employment of Employee by
Employer as its Treasurer,  Employer and Employee,  each intending to be legally
bound, covenant and agree as follows:

     1.  Upon  the  terms  and  subject  to the  conditions  set  forth  in this
Agreement,  Employer  employs  Employee as  Employer's  Treasurer,  and Employee
accepts such employment.

     2.  Employee  agrees to serve as  Employer's  Treasurer and to perform such
duties in that office as may  reasonably be assigned to him by Employer's  Board
of Directors;  provided, however, that such duties shall be performed in or from
the offices of Employer currently located at Michigan City,  Indiana,  and shall
be of the same character as those previously performed by Employee and generally
associated  with the office held by Employee.  Employee shall not be required to
be absent from the location of the  principal  executive  offices of Employer on
travel  status or  otherwise  more than 45 days in any calendar  year.  Employer
shall not,  without  the  written  consent of  Employee,  relocate  or  transfer
Employee  to a  location  more than 30 miles  from  Employer's  primary  office.
Employee  shall render  services to Employer as Treasurer in  substantially  the
same  manner and to  substantially  the same  extent as  Employee  rendered  his
services  to  Employer  before the date  hereof.  While  employed  by  Employer,
Employee  shall  devote  substantially  all his  business  time and  efforts  to
Employer's  business  during regular  business hours and shall not engage in any
other related business. Employer shall nominate the Employee to successive terms
as a member of  Employer's  Board of Directors and shall use its best efforts to
elect and re-elect Employee as a member of such Board.

     3. The term of this Agreement  shall begin on the date of completion of the
conversion  of  Employer  from mutual to stock form (the  "Effective  Date") and
shall  end on the date  which is three  years  following  such date  subject  to
earlier  termination as provided herein.  Beginning on the first  anniversary of
the  Effective  Date,  and on  each  anniversary  thereafter,  the  term of this
Agreement  shall  be  extended  for a  period  of one  year in  addition  to the
then-remaining  term  provided  that (1)  Employer  has not given  notice tot he
Employee in writing at least 90 days prior to such  anniversary that the term of
this Agreement shall not be extended farther, and (2) prior to such anniversary,
the Board of Directors of Employer explicitly reviews and approves the extension
(such term,  including any extension  thereof shall herein be referred to as the
"Term").

     4. Employee shall receive an annual salary of ("Base Compensation") payable
at regular  intervals in accordance with Employer's normal payroll practices now
or  hereafter  in effect.  Employer  may  consider and declare from time to time
increases  in the salary it pays  Employee  and  thereby  increases  in his Base
Compensation.  Prior to a Change of Control, Employer may also declare decreases
in the  salary  it pays  Employee  if the  operating  results  of  Employer  are
significantly  less  favorable  than those for the fiscal  year  ending June 30,
2001,  and  Employer  makes  similar  decreases  in the  salary it pays to other
executive  officers  of  Employer.  After a Change in  Control,  Employer  shall
consider  and  declare  salary  increases  based upon the  following  standards:

     Inflation;

     Adjustments to the salaries of other senior management personnel; and

     Past performance of Employee and the  contribution  which Employee makes to
     the business and profits of Employer during the Term.

Any and all increases or decreases in Employee's salary pursuant to this section
shall cause the level of Base  Compensation  to be increased or decreased by the
amount of each such  increase or decrease  for purposes of this  Agreement.  The
increased or decreased  level of Base  Compensation  as provided in this section
shall  become the level of Base  Compensation  for the  remainder of the Term of
this  Agreement  until  there  is  a  further   increase  or  decrease  in  Base
Compensation as provided herein.

     5. So long as Employee is employed by Employer  pursuant to this Agreement,
he shall be  included  as a  participant  in all  present  and  future  employee
benefit,  retirement, and compensation plans generally available to employees of
Employer, consistent with his Base Compensation and his position as Treasurer of
Employer,  including,  without  limitation,  Employer's or the Holding Company's
401(k) plan,  Stock  Option  Plan,  Recognition  and  Retention  Plan and Trust,
Employee Stock  Ownership Plan, and  hospitalization,  disability and group life
insurance plans, each of which Employer agrees to continue in effect on terms no
less  favorable  than  those  currently  in  effect  as of the date  hereof  (as
permitted by law) during the Term of this Agreement  unless prior to a Change of
Control the operating results of Employer are significantly  less favorable than
those for the fiscal year ending June 30,  2001,  and unless  (either  before or
after a Change of Control) changes in the accounting, legal, or tax treatment of
such plans would  adversely  affect  Employer's  operating  results or financial
condition  in a material  way,  and the Board of  Directors  of  Employer or the
Holding Company  concludes that  modifications  to such plans need to be made to
avoid such adverse effects.

     6. So long as Employee is employed by Employer  pursuant to this Agreement,
Employee shall receive  reimbursement from Employer for all reasonable  business
expenses  incurred in the course of his employment by Employer,  upon submission
to Employer of written vouchers and statements for reimbursement. Employee shall
attend,  upon  the  prior  approval  of  Employer's  Board of  Directors,  those
professional  meetings,  conventions,  and/or  similar  functions  that he deems
appropriate and useful for purposes of keeping  abreast of current  developments
in the industry and/or promoting the interests of Employer.  So long as Employee
is employed by Employer pursuant to the terms of this Agreement,  Employer shall
continue in effect  vacation  policies  applicable to Employee no less favorable
from his point of view than those  written  vacation  policies  in effect on the
date  hereof.  So long as Employee  is  employed  by  Employer  pursuant to this
Agreement,  Employee shall be entitled to office space and working conditions no
less favorable than were in effect for him on the date hereof.

     7.  Subject  to the  respective  continuing  obligations  of  the  parties,
including but not limited to those set forth in subsections 9(A), 9(B), 9(C) and
9(D) hereof,  Employee's  employment by Employer may be terminated  prior to the
expiration of the Term of this Agreement as follows:

          (A)  Employer,  by action of its Board of  Directors  and upon written
               notice to Employee,  may  terminate  Employee's  employment  with
               Employer  immediately for cause.  For purposes of this subsection
               7(A), "cause" shall be defined as (i) personal  dishonesty,  (ii)
               incompetence,  (iii) willful misconduct, (iv) breach of fiduciary
               duty  involving  personal  profit,  (v)  intentional  failure  to
               perform stated duties,  (vi) willful  violation of any law, rule,
               or regulation (other than traffic violations or similar offenses)
               or final cease-and-desist  order, or (vii) any material breach of
               any provision of this Agreement.

          (B)  Employer,  by  action  of its Board of  Directors  may  terminate
               Employee's  employment  with Employer  without cause at any time;
               provided, however, that the "date of termination" for purposes of
               determining  benefits  payable to Employee under  subsection 8(B)
               hereof shall be the date which is 60 days after Employee receives
               written notice of such termination.

          (C)  Employee,  by  written  notice to  Employer,  may  terminate  his
               employment with Employer  immediately for cause.  For purposes of
               this subsection 7(C),  "cause" shall be defined as (i) any action
               by  Employer's  Board of  Directors  to remove  the  Employee  as
               Treasurer  of  Employer,  except  where the  Employer's  Board of
               Directors  properly acts to remove  Employee from such office for
               "cause" as defined in subsection 7(A) hereof,  (ii) any action by
               Employer's Board of Directors to materially limit,  increase,  or
               modify   Employee's  duties  and/or  authority  as  Treasurer  of
               Employer,  (iii) any failure of Employer to obtain the assumption
               of the  obligation to perform this  Agreement by any successor or
               the reaffirmation of such obligation by Employer, as contemplated
               in section 20 hereof;  or (iv) any material breach by Employer of
               a term, condition or covenant of this Agreement.

          (D)  Employee,  upon sixty (60) days written  notice to Employer,  may
               terminate his employment with Employer without cause.

          (E)  Employee's  employment with Employer shall terminate in the event
               of  Employee's   death  or  disability.   For  purposes   hereof,
               "disability"  shall be defined as Employee's  inability by reason
               of illness or other physical or mental  incapacity to perform the
               duties required by his employment for any consecutive One Hundred
               Eighty (180) day period,  provided that notice of any termination
               by Employer  because of Employee's  "disability"  shall have been
               given to  Employee  prior to the  full  resumption  by him of the
               performance of such duties.

     8. In the event of  termination  of  Employee's  employment  with  Employer
pursuant to section 7 hereof, compensation shall continue to be paid by Employer
to Employee as follows:

          (A)  In the event of termination  pursuant to subsection 7(A) or 7(D),
               compensation  provided for herein  (including Base  Compensation)
               shall  continue  to be  paid,  and  Employee  shall  continue  to
               participate in the employee benefit, retirement, and compensation
               plans and other  perquisites  as  provided  in  sections  5 and 6
               hereof,  through the date of termination  specified in the notice
               of termination.  Any benefits  payable under  insurance,  health,
               retirement   and   bonus   plans  as  a  result   of   Employee's
               participation  in such plans through such date shall be paid when
               due under those plans.  The date of termination  specified in any
               notice of  termination  pursuant to  subsection  7(A) shall be no
               later  than  the last  business  day of the  month in which  such
               notice is provided to Employee.

          (B)  In the event of termination  pursuant to subsection 7(B) or 7(C),
               compensation  provided for herein  (including Base  Compensation)
               shall  continue  to be  paid,  and  Employee  shall  continue  to
               participate in the employee benefit, retirement, and compensation
               plans and other  perquisites  as  provided  in  sections  5 and 6
               hereof,  through the date of termination  specified in the notice
               of termination.  Any benefits  payable under  insurance,  health,
               retirement   and   bonus   plans  as  a  result   of   Employee's
               participation  in such plans through such date shall be paid when
               due under those plans. In addition, Employee shall be entitled to
               continue to receive from  Employer his Base  Compensation  at the
               rates  in  effect  at the  time  of  termination  (1)  for  three
               additional  l2-month periods if the termination  follows a Change
               of Control or (2) for the remaining  Term of the Agreement if the
               termination  does not follow a Change of  Control.  In  addition,
               during such  periods,  Employer  will  maintain in full force and
               effect  for the  continued  benefit  of  Employee  each  employee
               welfare  benefit plan and each employee  pension benefit plan (as
               such terms are defined in the Employee Retirement Income Security
               Act of 1974,  as  amended)  in which  Employee  was  entitled  to
               participate  immediately  prior to the  date of his  termination,
               unless an essentially equivalent and no less favorable benefit is
               provided by a subsequent  employer of  Employee.  If the terms of
               any employee  welfare  benefit plan or employee  pension  benefit
               plan  of  Employer  do  not  permit  continued  participation  by
               Employee,  Employer will arrange to provide to Employee a benefit
               substantially similar to, and no less favorable than, the benefit
               he was  entitled  to  receive  under  such plan at the end of the
               period of coverage.  For purposes of this Agreement, a "Change of
               Control"  shall mean an  acquisition  of "control" of the Holding
               Company or of Employer within the meaning of 12 C.F.R.ss.574.4(a)
               (other than a change of control resulting from a trustee or other
               fiduciary  holding  shares  of  Common  Stock  under an  employee
               benefit plan of the Holding Company or any of its  subsidiaries).
               Notwithstanding  anything to the contrary in the  foregoing,  any
               benefits  payable under this  subsection 8(B) shall be subject to
               the  limitations  on severance  benefits set forth in  Regulatory
               Bulletin 27a of the Office of Thrift Supervision, as in effect on
               the Effective Date.

          (C)  In  the  event  of  termination   pursuant  to  subsection  7(E),
               compensation  provided for herein  (including Base  Compensation)
               shall  continue  to be  paid,  and  Employee  shall  continue  to
               participate in the employee benefit, retirement, and compensation
               plans and other  perquisites  as  provided  in  sections  5 and 6
               hereof, (i) in the event of Employee's death, through the date of
               death, or (ii) in the event of Employee's disability, through the
               date of proper  notice of  disability  as required by  subsection
               7(E). Any benefits  payable under insurance,  health,  retirement
               and bonus plans as a result of Employer's  participation  in such
               plans through such date shall be paid when due under those plans.

          (D)  Employer will permit  Employee or his personal  representative(s)
               or heirs,  during a period of three months  following  Employee's
               termination  of  employment by Employer for the reasons set forth
               in subsections 7(B) or (C), if such termination  follows a Change
               of  Control,  to  require  Employer,  upon  written  request,  to
               purchase all  outstanding  stock  options  previously  granted to
               Employee  under any  Holding  Company  stock  option plan then in
               effect whether or not such options are then exercisable at a cash
               purchase  price equal to the amount by which the aggregate  "fair
               market value" of the shares  subject to such options  exceeds the
               aggregate  option  price for such  shares.  For  purposes of this
               Agreement,  the term "fair market value" shall mean the higher of
               (1) the average of the highest  asked prices for Holding  Company
               shares in the  over-the-counter  market as reported on the NASDAQ
               system  if the  shares  are  traded  on  such  system  for the 30
               business days preceding such termination,  or (2) the average per
               share price  actually  paid for the most highly  priced 1% of the
               Holding  Company shares acquired in connection with the Change of
               Control of the Holding  Company by any person or group  acquiring
               such control.

     9. In order to  induce  Employer  to enter  into this  Agreement,  Employee
hereby agrees as follows:

          (A)  While  Employee is employed by Employer and for a period of three
               years after termination of such employment for reasons other than
               those set  forth in  subsections  7(B) or (C) of this  Agreement,
               Employee  shall not  divulge or  furnish  any trade  secrets  (as
               defined  in  IND.   CODE  ss.   24-2-3-2)   of  Employer  or  any
               confidential  information  acquired  by  him  while  employed  by
               Employer concerning the policies,  plans, procedures or customers
               of  Employer  to any  person,  firm or  corporation,  other  than
               Employer  or upon its  written  request,  or use any  such  trade
               secret or  confidential  information  directly or indirectly  for
               Employee's own benefit or for the benefit of any person,  firm or
               corporation  other than  Employer,  since such trade  secrets and
               confidential  information are confidential and shall at all times
               remain the property of Employer.

          (B)  For a period  of three  years  after  termination  of  Employee's
               employment  by Employer for reasons other than those set forth in
               subsections  7(B) or (C) of this  Agreement,  Employee  shall not
               directly or indirectly  provide banking or bank-related  services
               to or  solicit  the  banking  or  bank-related  business  of  any
               customer of Employer at the time of such provision of services or
               solicitation  which  Employee  served either alone or with others
               while employed by Employer in any city, town, borough,  township,
               village or other place in which Employee  performed  services for
               Employer  while employed by it, or assist any actual or potential
               competitor  of  Employer  to  provide   banking  or  bank-related
               services   to  or  solicit   any  such   customer's   banking  or
               bank-related business in any such place.

          (C)  While  Employee is  employed by Employer  and for a period of one
               year after  termination of Employee's  employment by Employer for
               reasons other than those set forth in subsections  7(B) or (C) of
               this Agreement,  Employee shall not,  directly or indirectly,  as
               principal,  agent,  or  trustee,  or  through  the  agency of any
               corporation,  partnership,  trade  association,  agent or agency,
               engage in any banking or  bank-related  business  which  competes
               with the  business  of Employer as  conducted  during  Employee's
               employment by Employer within a radius of twenty-five  (25) miles
               of Employer's main office.

          (D)  If Employee's  employment  by Employer is terminated  for reasons
               other  than  those set forth in  subsections  7(B) or (C) of this
               Agreement,  Employee  will turn over  immediately  thereafter  to
               Employer all business  correspondence,  letters, papers, reports,
               customers' lists,  financial statements,  credit reports or other
               confidential   information   or  documents  of  Employer  or  its
               affiliates in the possession or control of Employee, all of which
               writings  are and will  continue  to be the  sole  and  exclusive
               property of Employer or its affiliates.

If  Employee's  employment  by  Employer is  terminated  during the Term of this
Agreement for reasons set forth in  subsections  7(B) or (C) of this  Agreement,
Employee  shall have no  obligations  to Employer with respect to trade secrets,
confidential information or noncompetition under this section 9.

     10. Any termination of Employee's  employment with Employer as contemplated
by section 7 hereof,  except in the circumstances of Employee's death,  shall be
communicated by written "Notice of Termination" by the terminating  party to the
other party hereto.  Any "Notice of Termination"  pursuant to subsections  7(A),
7(C) or 7(E) shall  indicate the specific  provisions of this  Agreement  relied
upon and shall  set  forth in  reasonable  detail  the  facts and  circumstances
claimed to provide a basis for such termination.

     11.  If  Employee  is  suspended   and/or   temporarily   prohibited   from
participating  in the conduct of  Employer's  affairs by a notice  served  under
section  8(e)(3) or (g)(1) of the Federal Deposit  Insurance Act (12 U.S.C.  ss.
1818(e)(3) or (g)(1)),  Employer'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,  Employer shall (i) pay 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.

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

     13. If Employer is in default (as defined in section 3(x)(1) of the Federal
Deposit  Insurance Act), all obligations under this Agreement shall terminate as
of the date of default, but this provision shall not affect any vested rights of
Employer or Employee.

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

     15.  Anything in this  Agreement  to the contrary  notwithstanding,  in the
event that the  Employer's  independent  public  accountants  determine that any
payment by the Employer to or for the benefit of the  Employee,  whether paid or
payable pursuant to the terms of this Agreement,  would be non-deductible by the
Employer for federal income tax purposes because of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), then the amount payable to or for
the benefit of the Employee pursuant to this Agreement shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this section 15, the "Reduced
Amount" shall be the amount which  maximizes the amount payable  without causing
the payment to be  non-deductible by the Employer because of Section 280G of the
Code. Any payments made to Employee pursuant to this Agreement or otherwise, are
subject to and conditional upon their  compliance with 12 U.S.C.  ss.1828(k) and
any  regulations  promulgated  thereunder,  to the  extent  applicable  to  such
parties.

     16. If a dispute arises  regarding the termination of Employee  pursuant to
section 7 hereof or as to the  interpretation  or  enforcement of this Agreement
and  Employee  obtains a final  judgment  in his  favor in a court of  competent
jurisdiction  or his claim is settled by Employer  prior to the  rendering  of a
judgment by such a court,  all  reasonable  legal fees and expenses  incurred by
Employee in contesting or disputing any such termination or seeking to obtain or
enforce  any  right or  benefit  provided  for in this  Agreement  or  otherwise
pursuing his claim shall be paid by Employer, to the extent permitted by law.

     17. Should  Employee die after  termination of his employment with Employer
while any amounts are payable to him hereunder,  this  Agreement  shall inure to
the  benefit of and be  enforceable  by  Employee's  executors,  administrators,
heirs,  distributees,  devisees and legatees and all amounts  payable  hereunder
shall be paid in  accordance  with the  terms of this  Agreement  to  Employee's
devisee,  legatee or other  designee  or, if there is no such  designee,  to his
estate.

     18. For purposes of this  Agreement,  notices and all other  communications
provided  for herein  shall be in writing and shall be deemed to have been given
when delivered or mailed by United States  registered or certified mail,  return
receipt requested, postage prepaid, addressed as follows:

         If to Employee:   George L. Koehm
                           4984 Remington Square
                           LaPorte, Indiana   46350

         If to Employer:   Michigan City Savings and Loan Association
                           2000 Franklin Street
                           Michigan City, Indiana   46360-4599

or to such address as either party hereto may have  furnished to the other party
in writing in  accordance  herewith,  except  that  notices of change of address
shall be effective only upon receipt.

     19. The validity,  interpretation,  and performance of this Agreement shall
be governed by the laws of the State of Indiana, except as otherwise required by
mandatory operation of federal law.

     20. Employer shall require any successor  (whether  direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of Employer, by agreement in form and substance  satisfactory
to Employee to expressly  assume and agree to perform this Agreement in the same
manner and same extent that Employer  would be required to perform it if no such
succession had taken place.  Failure of Employer to obtain such agreement  prior
to the  effectiveness  of any such  succession  shall be a material  intentional
breach of this Agreement and shall entitle  Employee to terminate his employment
with Employer  pursuant to subsection  7(C) hereof.  As used in this  Agreement,
"Employer" shall mean Employer as hereinbefore  defined and any successor to its
business or assets as aforesaid.

     21. No provision of this  Agreement  may be modified,  waived or discharged
unless such waiver,  modification or discharge is agreed to in writing signed by
Employee  and  Employer.  No waiver by  either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver  of  dissimilar  provisions  or  conditions  at the  same or any  prior
subsequent time. No agreements or representation,  oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not set forth expressly in this Agreement.

     22. The invalidity or  unenforceability of any provisions of this Agreement
shall not affect the validity or  enforceability of any other provisions of this
Agreement which shall remain in full force and effect.

     23. This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.

     24. This  Agreement is personal in nature and neither  party hereto  shall,
without consent of the other, assign or transfer this Agreement or any rights or
obligations  hereunder  except as  provided  in section 17 and section 20 above.
Without  limiting  the  foregoing,  Employee's  right  to  receive  compensation
hereunder shall not be assignable or transferable,  whether by pledge,  creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or  distribution  as set forth in section 17 hereof,  and in the
event of any  attempted  assignment  or  transfer  contrary  to this  paragraph,
Employer  shall have no liability to pay any amounts so attempted to be assigned
or transferred.

     IN WITNESS  WHEREOF,  the parties have caused the  Agreement to be executed
and delivered as of the day and year first above set forth.

                                     MICHIGAN CITY SAVINGS AND
                                     LOAN ASSOCIATION


                                     By:
                                        ----------------------------------
                                        Thomas F. Swirski, President

                                                       "Employer"


                                     -------------------------------------
                                     George L. Koehm

                                                       "Employee"



     The undersigned,  City Savings Financial  Corporation,  sole shareholder of
Employer,  agrees  that if it  shall  be  determined  for any  reason  that  any
obligations  on the part of Employer to continue to make any  payments due under
this  Agreement  to  Employee is  unenforceable  for any  reason,  City  Savings
Financial  Corporation  agrees to honor the terms of this Agreement and continue
to make any such  payments due  hereunder  to Employee  pursuant to the terms of
this Agreement.


                                     CITY SAVINGS FINANCIAL CORPORATION


                                     By:
                                        ----------------------------------
                                        Thomas F. Swirski, President