Exhibit 10(1)


                             KELLER & COMPANY, INC.
                       FINANCIAL INSTITUTIONS CONSULTANTS
                              555 METRO PLACE NORTH
                                    SUITE 524
                               DUBLIN, OHIO 43017
                                 (614) 766-1426
                               (614) 766-1459 FAX


March 31, 2001


The Board of Directors
Michigan City Savings & Loan Association
2000 Franklin Street
Michigan City, Indiana   46360

Re: Business Plan Proposal

Attention: Thomas F. Swirski, President

This letter  represents  our  proposal to prepare a complete  business  plan for
Michigan   City   Savings  and  Loan   Association   ("Michigan   City"  or  the
"Association")  to fulfill the requirements of the Office of Thrift  Supervision
("OTS") relating to the Association's  stock conversion.  The plan will focus on
Michigan  City's  new  three-year  pro  formas,  the  conversion  impact  on the
Association, the planned use of proceeds and internal strategies.

Keller & Company is experienced in preparing  business plans for filing with and
approval by all regulatory agencies. We prepared thirty-four in 1998, thirty-two
in 1999, and thirty-three in 2000, and all have been approved. Your plan will be
based on the format  provided  in the  attached  Exhibit A. We will  prepare the
three-year pro formas and each discussion  section in accordance with regulatory
requirements  and based on your  input.  Our  objective  is to ensure  that your
business  plan is a meaningful  planning  tool for the future,  is in compliance
with all  applicable  requirements,  and that  management  and  directorate  are
knowledgeable  of  and  comfortable   with  the  assumptions,   commitments  and
projections contained in the plan, making the plan useful for the future.

Exhibit B  provides a sample set of typical  pro  formas.  Your pro formas  will
incorporate  the most current  interest  rate  projections  provided by OTS. Our
procedure  is to  request  key  financial  information,  including  TFR  and LMR
Reports,  investment  portfolio mix, recent lending activity,  savings activity,
costs and yields and other data from  Michigan  City.  Based on a review of this
information,  I will  then  meet  with  management  to  discuss  your  plans and
expectations for the remainder of 2001,  2002, 2003 and 2004,  focusing on items
such  as  use  of  proceeds,  deposit  growth  expectations,   loan  origination
projections,   new  products  and  services,   increases  in  general  valuation
allowance,  new branches,  capital  improvements  and increases in fixed assets,
investment strategy,  changes in board fees, changes in staffing and annual rise
in total  compensation.  We will then prepare  financial  projections  tying the
beginning figures to your June 30, 2001,  balances,  incorporating  your current
yields on  interest-bearing  assets and your current  costs of  interest-bearing
liabilities.  Assets  and  liabilities  will  then be  repriced  based  on their
maturity period, with such items tied to rate indices and their yields and costs
adjusting based on interest rate trends. Due to the importance of completing the
business plan in a timely manner,  we would  recommend  using the  Association's
March 31, 2001,  financials  initially,  in order to begin  preparing  financial
projections  and  providing  you and your  board  with  ample time to review the
projections.  When the Association's June 30, 2001, financials are completed, we
will then insert these new balances and yields and costs.  The business  plan is
based on the June 30, 2001,  financials from the Association's  TFR Report,  not
the audited financials to be completed

The projections will be based to some extent on your actual  performance in 2000
and year-to-date  2001, in conjunction  with the input from our discussions.  We
can introduce  numerous scenarios for internal use as part of the preparation of
the business plan to show the impact of alternative strategies and the impact of
different  levels of proceeds,  recognizing  that the Business  Plan to be filed
must be based on the  midpoint  valuation.  We will  also  address  the issue of
interest rate risk, which is a key issue with regulators,  to demonstrate future
compliance with the Association's Interest Rate Risk Policy.

With  each set of pro  formas,  we will  send you a  discussion  summary  of the
assumptions  for easy review and comments  (Exhibit C). After your review of the
pro formas, we will make any adjustments that are requested. When the pro formas
are complete, we will provide you with the final pro forma financial statements,
as well as pro formas for the holding company (Exhibit D).

With regard to the business  plan text,  we will  complete each section in draft
form for your  review,  and  revise  each  section  based on your  comments  and
requests. We will also send a copy to your counsel for their input and comments.
The plan will be in full  compliance with all regulatory  requirements.  We also
prepare a quarterly  comparison  chart each quarter  after the  conversion at no
charge for your  presentation  to the board,  showing the quarterly  variance in
actual performance relative to projections and provide comments on the variance.
We will also prepare a presentation  outline for management's  required business
plan meeting with the regional office of the OTS in Chicago. Such representation
outline has been used by clients  for  meetings  in  Atlanta,  Chicago,  Dallas,
Boston and San Francisco.

Our fee for the  preparation of the business plan text and pro formas is $6,000,
including  out-of-pocket  expenses for travel, copying and binding not to exceed
$500.

I look  forward to possibly  working  with you and will plan to meet with you to
discuss our proposition on June 7, 2001, at 2:00 p.m.

Sincerely,

KELLER & COMPANY, INC.



/s/ Michael R. Keller
---------------------
Michael R. Keller
President

MRK:jmm
enclosure

Accepted this 14th day of June , 2001.



/s/  Thomas F. Swirski
--------------------------------------------
Thomas Swirski, President




<PAGE>



                             KELLER & COMPANY, INC.
                       FINANCIAL INSTITUTIONS CONSULTANTS
                              555 METRO PLACE NORTH
                                    SUITE 524
                               DUBLIN, OHIO 43017
                                 (614) 766-1426
                               (614) 766-1459 FAX



March 31, 2001


The Board of Directors
Michigan City Savings & Loan Association
2000 Franklin Street
Michigan City, Indiana   46360

Re: Conversion Valuation Agreement

Attn: Thomas Swirski, President

     Keller & Company,  Inc. (hereinafter referred to as KELLER) hereby proposes
to prepare an independent  conversion  appraisal of Michigan City Savings & Loan
Association  (hereinafter  referred  to as  "MICHIGAN  CITY"),  relating  to the
conversion  of MICHIGAN CITY from a mutual to a stock  institution.  KELLER will
provide a pro forma  valuation  of the market  value of the shares to be sold in
the proposed conversion of MICHIGAN CITY.

     KELLER is a financial  consulting firm that primarily  serves the financial
institution industry.  KELLER is experienced in evaluating and appraising thrift
institutions and thrift institution holding companies.  KELLER is an experienced
conversion  appraiser for filings with the Office of Thrift Supervision  ("OTS")
and the Federal Deposit Insurance Corporation ("FDIC"),  and is also approved by
the Internal Revenue Service as an expert in bank and thrift stock valuations.

     KELLER agrees to prepare the conversion appraisal in the format required by
the OTS in a timely manner for prompt filing with the OTS and the Securities and
Exchange Commission. KELLER will provide any additional information as requested
and will complete  appraisal updates in accordance with regulatory  requirements
and based on market conditions.

     The appraisal report will provide a detailed  description of MICHIGAN CITY,
including its financial condition,  operating  performance,  asset quality, rate
sensitivity  position,  liquidity  level  and  management  qualifications.   The
appraisal will include a description of MICHIGAN  CITY's market area,  including
both economic and demographic  characteristics  and trends. An analysis of other
publicly-traded  thrift institutions will be performed to determine a comparable
group, and adjustments to the appraised value will be made based on a comparison
of MICHIGAN CITY with the comparable  group and  recognizing the risk related to
an initial public offering

     In making  its  appraisal,  KELLER  will rely upon the  information  in the
Subscription  and  Community  Offering  Circular  (Prospectus),   including  the
financial  statements.  Among  other  factors,  KELLER  will also  consider  the
following:  the present and projected  operating results and financial condition
of MICHIGAN CITY;  the economic and  demographic  conditions in MICHIGAN  CITY's
existing marketing area;  pertinent  historical  financial and other information
relating to  MICHIGAN  CITY;  a  comparative  evaluation  of the  operating  and
financial  statistics of MICHIGAN CITY with those of other thrift  institutions;
the  proposed  price per share;  the  aggregate  size of the  offering of common
stock;  the impact of the  conversion on MICHIGAN  CITY's  capital  position and
earnings potential;  MICHIGAN CITY's proposed initial dividend,  if any; and the
trading market for securities of comparable  institutions and general conditions
in the market for such securities. In preparing the appraisal,  KELLER will rely
solely  upon,  and  assume the  accuracy  and  completeness  of,  financial  and
statistical  information  provided by MICHIGAN CITY, and will not  independently
value  the  assets or  liabilities  of  MICHIGAN  CITY in order to  prepare  the
appraisal.

     Upon   completion  of  the  conversion   appraisal,   KELLER  will  make  a
presentation to the board of directors of MICHIGAN CITY to review the content of
the appraisal,  the format and the assumptions.  A written  presentation will be
provided to each board member as a part of the overall presentation.

     For its  services in making this  appraisal,  KELLER's fee will be $18,000,
including  out-of-pocket  expenses not to exceed $500.  The  appraisal  fee will
include the  preparation  of one  valuation  update and any  requested  analysis
regarding the  financial  impact of a charitable  foundation  in the  conversion
appraisal. All additional valuation updates will be subject to an additional fee
of $1,000 each.  Upon the  acceptance of this  proposal,  KELLER shall be paid a
retainer  of $3,000 to be applied to the total  appraisal  fee of  $18,000,  the
balance of which will be payable at the time of the completion of the appraisal.

     MICHIGAN  CITY agrees,  by the  acceptance of this  proposal,  to indemnify
KELLER  and its  employees  and  affiliates  for  certain  costs  and  expenses,
including  reasonable  legal  fees,  in  connection  with  claims or  litigation
relating  to  the  appraisal  and  arising  out of any  misstatement  or  untrue
statement of a material fact in information  supplied to KELLER by MICHIGAN CITY
or by an  intentional  omission by MICHIGAN CITY to state a material fact in the
information  so provided,  except where KELLER or its employees  and  affiliates
have been negligent or at fault.

     KELLER agrees to indemnify  MICHIGAN CITY and its employees and  affiliates
for certain cost and expenses,  including  reasonable  legal fees, in connection
with claims or  litigation  relating to or based upon the  negligence or willful
misconduct of KELLER or its employees or affiliates.




<PAGE>



     This  proposal  will be  considered  accepted upon the execution of the two
enclosed copies of this agreement and the return of one executed copy to KELLER,
accompanied by the specified retainer.

                                     KELLER & COMPANY, INC.


                                     By:      /s/ Michael R. Keller
                                              --------------------------
                                              Michael R. Keller
                                              President


                                     MICHIGAN CITY SAVINGS & LOAN
                                      ASSOCIATION


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


                                     Date:    6/14/01
                                              --------------------------